EXHIBIT 99.6
EXECUTION COPY
This ADMINISTRATION AGREEMENT dated as of March 27, 2002 (this
"Agreement") between SLC STUDENT LOAN TRUST-I, a Delaware business trust (the
"Issuer") 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 corporation, as owner trustee (the "Owner
Trustee"), as amended and restated by the Amended and Restated Trust Agreement,
dated as of March 27, 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 to the Indenture of Trust dated as of March
27, 2002, among the Issuer, Bankers Trust Company, as Indenture Trustee, and
Bankers Trust Company, as Eligible Lender Trustee, 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, one or more
Supplemental Indentures, the Eligible Lender Trust Agreement and the Loan Sale
and Contribution Agreement (Depositor to Trust);
WHEREAS, pursuant to the Basic Documents, the Issuer is required to
perform certain duties in connection with the Notes and the Collateral therefor
pledged pursuant to the Indenture;
WHEREAS, the Issuer desires to have the Administrator perform
certain of the duties of the Issuer 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 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 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 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 1.03);
(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 1.05);
(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 4.08);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for a
transfer of the Notes (Section 1.03);
(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 3.12);
(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 3.04);
(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
3.05);
(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 7.01, 7.02 and 7.04);
(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 5.04);
(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 3.17);
(K) the filing of the Indenture, if applicable (Section 6.03);
(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 Note Owner (Section 11.04); and
(M) the preparation and obtaining of documents and instruments
required by the Student 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 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 federal
and state securities and tax laws, and shall take all appropriate action
that is the duty of the Issuer to take pursuant to the Basic Documents. In
furtherance thereof, the Issuer shall, 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 Issuer for the purpose of executing on behalf of the Issuer all such
documents, reports, filings, instruments, certificates and opinions.
Subject to Section 9 hereof, 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 Issuer
and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the other Basic
Documents to the contrary, the Administrator shall deliver to the Eligible
Lender Trustee, the Indenture Trustee, the Rating Agencies and the
Servicer, an Administrator's Certificate (the "Administrator's
Certificate") 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 Administrator's
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 and the related Loan Transfer
Addendum, 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 from funds on
deposit in the Operating Fund pursuant to the terms of the Servicing
Agreement;
(D) to make all the distributions required by Sections 2(d),
2(e), 2(f) and 2(g) to be delivered on each Determination Date; and
(E) to prepare (or cause to be prepared) and furnish (or cause
to be furnished) to each Noteholder and to the Internal Revenue
Service and state and local taxing authorities, as applicable, such
tax information, forms and reports as may be required by applicable
law.
(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 Noteholders, 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 with the
corporate trust department of Bankers Trust Company.
(ii) The Administrator, for the benefit of the Noteholders, 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 with the
corporate trust department of Bankers Trust Company.
(iii) The Administrator, for the benefit of the Noteholders, 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 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 provided by the Administrator in
accordance with Section 4.07 of the Indenture; provided, however, 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 will not constitute security for the Notes issued
under 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) 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, to instruct the Indenture Trustee to make
withdrawals and payments from the Trust Accounts for the purpose of
permitting the Servicer to carry out its duties under the Servicing
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 Payment Date or other dates from which
amounts therein are to be distributed.
(d) Acquisition Fund. The Administrator shall instruct the Indenture
Trustee to deposit into the Acquisition Fund all proceeds derived from the sale
of Notes. The Administrator shall instruct the Indenture Trustee in writing to
make withdrawals from amounts deposited in the Acquisition Fund as provided in
the Indenture, and the Indenture Trustee shall comply with such instructions.
(e) Revenue Fund. The Administrator shall instruct the Indenture
Trust to deposit into the Revenue Fund all Revenues derived from Financed
Student Loans and all other Revenues derived from money or assets on deposit in
the Acquisition Fund, the Reserve Fund, all Counterparty Derivative Payments and
any other amounts deposited thereto by the Issuer, all as provided in the
Indenture. The Administrator shall also instruct the Indenture Trustee in
writing to make withdrawals from amounts deposited in the Revenue Fund as
provided in the Indenture, and the Indenture Trustee shall comply with such
instructions.
(f) Reserve Fund. The Administrator shall instruct the Indenture
Trust to deposit into the Reserve Fund the proceeds from the sale of the Notes.
The Administrator shall also instruct the Indenture Trustee in writing to make
withdrawals from amounts deposited in the Reserve Fund as provided in the
Indenture, and the Indenture Trustee shall comply with such instructions.
(g) Operating Fund. The Administrator shall instruct the Indenture
Trustee to deposit into the Operating Fund the amount specified in each
Supplemental Indenture from the Revenue Fund, and if necessary, from the
Acquisition Fund pursuant to the Indenture. The Administrator shall also
instruct the Indenture Trustee to use the funds in the Operating Fund to pay the
Program Expenses of the Trust.
(i) Statements to Noteholders. The Administrator shall provide to
the Indenture Trustee and any Swap Counterparties (with a copy to the
Rating Agencies) the information required under Section 11.04 of the
Indenture.
(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 Indenture Trustee of the
proposed action and the Indenture 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 pursuant to the
terms of any Supplemental Indenture, provided that 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 Trust, the Indenture
Trustee and any Swap Counterparties, on or before March 31 of each year
beginning March 31, 2003, an Administrator's Certificate dated as of March 31 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 a Closing Date to December 31, 2002) 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
Administrator's Certificate and each report referred to in Section 4 to the
Rating Agencies. A copy of such Administrator's 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 Trust, the Indenture
Trustee 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 Administrator's 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 hereof.
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 Trust, the Indenture Trustee and any Swap Counterparties on or
before March 31 of each year beginning March 31, 2003, a report addressed to the
Administrator, the Trust, 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 Trust,
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 March 31 (or, in the case of the
first such report, during the period from a Closing Date to March 31) 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 a fee of $0.10
per loan per month on all Financed Student Loans, paid monthly in arrears
commencing April, 2002, subject to an annual increase of 2% (the "Administration
Fee"), which shall be solely an obligation of the Issuer and payable solely from
the Operating Fund 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" by Xxxxx'x, "A-" by
S&P, "A-" by Fitch 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 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 in any way and shall not otherwise be deemed an
agent of the Issuer.
Section 10. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and the Issuer 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 or the Indenture Trustee.
Section 12. Administrator Default. For the purposes of the
Indenture, each of the following events shall constitute an Administrative
Default:
(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 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 (B) to the Administrator and to the
Indenture Trustee by the Noteholders representing not less than 25% of the
Outstanding Amount of the Notes; or
(c) the occurrence of an Event of Bankruptcy involving 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 and
the Swap Counterparty if given by the Noteholders), may terminate all the rights
and obligations (other than the obligations set forth in Section 23 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 hereof; and, without limitation, the Indenture
Trustee and the Issuer 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 Indenture 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 hereof, 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 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, 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 under applicable law or in violation of any final order of a
court or administrative agency with jurisdiction over the Administrator or its
properties, 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. Notification to Noteholders. Upon any termination of, or
appointment of a successor to, the Administrator pursuant to Section 12 or 13,
the Indenture Trustee shall give prompt written notice thereof to Noteholders,
any Swap Counterparties and the Rating Agencies (which, in the case of any such
appointment of a successor, shall consist of prior written notice thereof to the
Rating Agencies).
Section 15. 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 16. 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
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Until further notice:
000 Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Structured Finance Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(c) if to the Administrator, to
The Student Loan Corporation
000 Xxxxxxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(d) if to the Indenture Trustee, to
Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Until further notice:
000 Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Structured Finance Services
Telephone: (000)-000-0000
Facsimile: (000)-000-0000
(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 17. Amendments. This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Issuer and the
Administrator, 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, materially and
adversely affect the interest of any Noteholder. This Agreement may also be
amended by the Issuer and the Administrator, 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 18. Assignment. Notwithstanding anything to the contrary
contained herein, the Administrator may assign its obligations and duties as
administrator to an affiliate if the Rating Agencies provide a Rating
Confirmation.
Section 19. 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 20.
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 21. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
Section 22. 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 23. 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 24. 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 Owner 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 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
6.05 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 hereof) as Administrator pursuant to Section 12 hereof 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 hereof.
Indemnification under this Section shall survive the resignation or
removal of 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 25. 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 Indenture
Trustee and any Swap Counterparties an Administrator's 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 26. 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 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 27. The Student Loan Corporation Not to Resign as
Administrator. Subject to the provisions of Sections 18 and 25 hereof, 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, as evidenced by an Opinion of Counsel to such effect delivered to
the Indenture Trustee, the Issuer and the Eligible Lender Trustee. Notice of any
such determination permitting the resignation of The Student Loan Corporation
shall be communicated to 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 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 hereof.
Section 28. Limitation of Liability of the Indenture Trustee.
Notwithstanding anything contained herein to the contrary this Agreement has
been acknowledged and agreed to by Bankers Trust Company not in its individual
capacity but solely as Indenture Trustee and in no event shall Bankers Trust
Company have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
Section 29. Limitation of Liability of the Owner Trustee. It is
expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by the Owner Trustee, not individually or personally but
solely as owner trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as personal representations, undertakings and
agreements by the Owner Trustee but is made and intended for the purpose of
binding only the Trust and (c) under no circumstances shall the Owner Trustee be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement or the
other Basic Documents.
Section 30. Limitation of Liability of Eligible Lender Trustee.
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 31. 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 32. 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: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services
Officer
THE STUDENT LOAN CORPORATION, as
Administrator
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Acknowledged and Agreed by:
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Owner Trustee
By:/s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services
Officer
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
POWER OF ATTORNEY
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, SLC Student Loan Trust-I (the
"Issuer") does 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 of the Issuer, to execute
on behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it should be the duty of the Issuer 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 Issuer in connection with the preparation, filing and audit of any
federal, state and local tax returns pertaining to the Issuer, and with full
power to perform any and all acts associated with such returns and audits that
the Issuer 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 March 27, 2002, between the Issuer and The Student Loan Corporation,
as Administrator 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 27th day of March.
SLC STUDENT LOAN TRUST-I
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but
solely as Owner Trustee
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial
Services Officer
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:
----------------------------
