EXHIBIT 4.4
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ELIGIBLE LENDER TRUST AGREEMENT
between
SLC STUDENT LOAN TRUST 2005-2
as Grantor
and
CITIBANK, N.A.
as Eligible Lender Trustee
Dated as of September 28, 2005
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ELIGIBLE LENDER TRUST AGREEMENT
THIS ELIGIBLE LENDER TRUST AGREEMENT is made on September 28, 2005,
by and between SLC STUDENT LOAN TRUST 2005-2 (the "Grantor") and CITIBANK, N.A.,
as eligible lender trustee (the "Eligible Lender Trustee").
W I T N E S S E T H:
WHEREAS, the Grantor is not an eligible lender under the Higher
Education Act of 1965, as amended, or related regulations promulgated by the
U.S. Secretary of Education (collectively, the "Act") and, as such, cannot hold
loans made and reinsured under Title IV of the Act as an eligible lender;
WHEREAS, it is the intention of the parties that certain loans
("Trust Student Loans") reinsured under Title IV of the Act and meeting the
qualifications described in Section 2 hereof made to persons for post-secondary
education at eligible institutions be acquired from time to time by the Eligible
Lender Trustee on behalf of the Grantor (hereinafter collectively referred to as
the "Portfolio");
WHEREAS, the Eligible Lender Trustee is an eligible lender under
and as defined in the Act;
WHEREAS, the Eligible Lender Trustee has agreed to hold legal title
to the Trust Student Loans for the benefit of the Grantor;
WHEREAS, the Eligible Lender Trustee and certain Guarantors have
entered or will enter into Guarantee Agreements with respect to the Trust
Student Loans; and
WHEREAS, the Grantor intends to provide the Eligible Lender Trustee
with written instruction on all aspects of the management of the Trust Student
Loans;
NOW, THEREFORE, for and in consideration of the promises and of the
mutual covenants contained herein, and for other valuable consideration, the
receipt of which is hereby acknowledged, the Grantor covenants and agrees with
the Eligible Lender Trustee as follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined in this Section 1 shall have the meanings specified in the
Indenture.
"Administration Agreement" shall mean the Administration Agreement,
dated as of September 28, 2005, by and among The Student Loan Corporation, as
servicer and administrator, and the Grantor.
"Guarantee Agreement" shall mean any agreement between any Guarantor
and the Eligible Lender Trustee providing for the payment by the Guarantor of
amounts authorized to
be paid pursuant to the Higher Education Act to holders of qualifying Trust
Student Loans guaranteed in accordance with the Higher Education Act by such
Guarantor.
"Guarantor" shall mean any entity listed on Attachment B (as amended
from time to time) to the Sale Agreement or the Purchase Agreement, as
applicable.
"Indenture" shall mean the Indenture, dated as of September 28,
2005, by and among the Grantor, the Indenture Trustee, the Eligible Lender
Trustee and the Indenture Administrator.
"Indenture Administrator" shall mean Citibank, N.A., as indenture
administrator under the Indenture.
"Indenture Trustee" shall mean Wachovia Bank, National Association,
as indenture trustee under the Indenture.
"Interest Subsidy Payments" shall mean payments, designated as such,
consisting of interest subsidies by the Secretary of Education in respect of the
Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on
behalf of the Grantor in accordance with the Higher Education Act.
"Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner trustee
under the Trust Agreement.
"Person" shall mean an individual, a corporation, a partnership, a
limited liability company, a trust, an unincorporated organization or a
government, or any agency or political subdivision thereof.
"Purchase Agreement" shall mean the Master Terms Purchase Agreement,
dated as of September 28, 2005, by and among The Student Loan Corporation, the
Eligible Lender Trustee on behalf of The Student Loan Corporation, the Depositor
and the Eligible Lender Trustee on behalf of the Depositor, and the purchase
agreement or agreements entered into thereunder.
"Sale Agreement" shall mean the Master Terms Sale Agreement, dated
as of September 28, 2005, by and among the Grantor, the Eligible Lender Trustee
on behalf of the Grantor, the Depositor and the Eligible Lender Trustee on
behalf of the Depositor, and the sale agreement or agreements entered into
thereunder.
"Secretary of Education" shall mean the Secretary of Education, the
United States Department of Education, or any other officer, board, body,
commission or agency succeeding to the functions thereof under the Act.
"Servicing Agreement" shall mean the Servicing Agreement, dated
September 28, 2005, by and among The Student Loan Corporation, as servicer and
administrator, and the Grantor.
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"Special Allowance Payments" shall mean payments, designated as
such, consisting of effective interest subsidies by the Department in respect of
the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on
behalf of the Grantor in accordance with the Higher Education Act.
"Trust Agreement" shall mean the Short-Form Trust Agreement, dated
as of September 14, 2005, by and between the Depositor and the Owner Trustee, as
amended and restated pursuant to an Amended and Restated Trust Agreement, dated
as of September 28, 2005, by and between the Depositor and the Owner Trustee.
Section 2. Creation of the Trust Estate. (a) The Grantor hereby
assigns, transfers and sets over to the Eligible Lender Trustee, in trust for
the benefit of the Grantor, all of the Grantor's right, title and interest in
and to the Trust Student Loans that at any time may comprise the Portfolio, the
receipt of which right, title, and interest is hereby acknowledged by the
Eligible Lender Trustee and which trust is hereby accepted by the Eligible
Lender Trustee, upon the following express terms and conditions and with the
powers and limitations hereinafter conferred and set forth.
(b) The Portfolio and any other properties held in trust hereunder
are collectively referred to herein as the "Trust Estate."
Section 3. Servicing Agreements. Servicing of loans included in the
Portfolio shall be carried out by an eligible third-party servicer of federally
guaranteed Trust Student Loans pursuant to the Servicing Agreement executed with
such entity. At the time of creation of the Trust Estate, each loan to be
included in the Trust Estate shall be a loan serviced by The Student Loan
Corporation and sub-serviced by Citibank USA, National Association or by another
servicer or sub-servicer mutually agreed to in writing by the parties hereto.
Section 4. Eligible Lender Trustee's Execution of Agreements
Pertaining to Loans Solely in Capacity as Eligible Lender Trustee. The Grantor
shall cause all agreements for the origination, purchase, servicing, financing
or sale of Trust Student Loans in the Trust Estate to which the Eligible Lender
Trustee is a party to indicate clearly that the Eligible Lender Trustee is
executing each such agreement solely in its capacity as Eligible Lender Trustee
and not in its individual capacity.
This provision is not intended to apply, however, to Guarantee
Agreements executed by the Eligible Lender Trustee pursuant to Section 7 hereof,
or to limit the Eligible Lender Trustee's legal responsibility to the Secretary
of Education under 34 CFR ss. 682.203(b).
Section 5. Dispositive Provisions. The Eligible Lender Trustee shall
pay to the Indenture Trustee, promptly upon receipt thereof, any and all income
and payments (other than payments made by the Grantor) received by the Eligible
Lender Trustee in connection with the Trust Estate, including without limitation
the following payments to be received with respect to Trust Student Loans:
scheduled payments of principal, interest, late fees and penalties by borrowers,
prepayments of principal and interest by borrowers; all grants, subsidies,
donations, Interest Subsidy Payments, and Special Allowance Payments, and all
default and other claim payments made by any Guarantor.
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Section 6. Reserved Rights of Invasion. The Grantor expressly
reserves and retains the right, at any time and from time to time, by a notice
in writing signed by an authorized officer of the Grantor and filed with the
Eligible Lender Trustee, to withdraw from the corpus of the Trust Estate any or
all of the Trust Estate, so long as such withdrawal will not adversely affect
any of the benefits that the Trust Student Loans are entitled to under the Act.
Subject to the terms of the Indenture, the Administration Agreement
and the Servicing Agreement, it is an express provision and term of this trust
that any of the powers which the Grantor reserves to itself are to be exercised
only by the Grantor in its sole discretion, and not as a power to be subject to
exercise by any other Person, or under any process of law for the Grantor's
benefit, or for the benefit of the Grantor's creditors by any other Person or
court whatsoever.
Section 7. Eligible Lender Trustee's Duties and Powers. The Eligible
Lender Trustee and any successor to the Eligible Lender Trustee or Eligible
Lender Trustees shall have only the following powers and duties:
(a) Upon receipt of written instructions from the Grantor, the
Eligible Lender Trustee shall execute and deliver all written instruments and
take any and all other actions that the Grantor may direct in order to (i)
maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and
take other actions with respect to further agreements as required by the Grantor
for the benefit of the Trust Estate, and (iii) enforce the rights of the
Eligible Lender Trustee under all such Guarantee Agreements and other
agreements.
(b) Upon receipt of written instructions from the Grantor, the
Eligible Lender Trustee shall execute and deliver all written instruments and
take any and all other actions as may be, in the judgment of the Grantor,
required from time to time in connection with the application for and receipt of
grants, subsidies, donations, Interest Subsidy Payments, Special Allowance
Payments, and default and other claim payments with respect to the Trust Estate.
(c) The Eligible Lender Trustee shall meet the qualifications set
forth in Section 14 hereof at all times during which it holds legal title to the
Trust Student Loans comprising the Portfolio.
(d) Upon receipt of written instructions from the Grantor, the
Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of
the Trust Estate.
(e) The Eligible Lender Trustee shall dispose of any proceeds of
such sale, exchange or liquidation as the Grantor shall, by written instructions
to the Eligible Lender Trustee, direct.
(f) The Eligible Lender Trustee shall report to the Grantor all
claims for taxes, insurance premiums and other legal assessments, debts, charges
or claims of any type made against any money or other assets belonging to the
Trust, or which may be due and owing in connection with the Trust Estate of
which a Responsible Officer of the Eligible Lender Trustee has actual knowledge.
When directed in writing by the Grantor, the Eligible Lender Trustee shall
satisfy approved claims out of any money belonging to the Trust Estate, but the
Grantor expressly reserves the right to satisfy Trust debts with non-Trust
assets.
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(g) Subject to the indemnification rights set forth in Section 10
hereof, with the Grantor's express written approval and indemnification, the
Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim
or demand in favor of or against the Trust Estate, and shall enter upon such
contracts and agreements and make such compromises of debts, claims or
controversies respecting the Trust Estate as the Grantor shall direct by written
instructions to the Eligible Lender Trustee.
(h) The Eligible Lender Trustee may execute any of the trusts or
powers hereof and perform any of its duties by or through attorneys, agents,
receivers or employees and shall not be answerable for the conduct of the same
if appointed with due care hereunder, and shall be entitled to advice of counsel
concerning all matters of trusts hereof and duties hereunder, and may in all
cases pay such reasonable compensation to any attorney, agent, receiver or
employee retained or employed by it in connection herewith. The Eligible Lender
Trustee may act upon the opinion or advice of an attorney or accountant selected
by it in the exercise of reasonable care or, if selected or retained by the
Grantor, approved by the Eligible Lender Trustee in the exercise of such care.
The Eligible Lender Trustee shall not be responsible for any loss or damage
resulting from any action or nonaction based on its good faith reliance upon
such opinion or advice.
(i) The Eligible Lender Trustee shall not be liable in its
individual capacity for an error of judgment made in good faith by a Responsible
Officer or other officers of the Eligible Lender Trustee, unless it shall be
proved that the Eligible Lender Trustee was negligent in ascertaining the
pertinent facts. The Eligible Lender Trustee shall not be liable in its
individual capacity with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with this Agreement or at the direction
of the Grantor. The right of the Eligible Lender Trustee to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty,
and the Eligible Lender Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of such act. Under no
circumstances shall the Eligible Lender Trustee be personally liable for any
indebtedness of the Grantor under any Basic Documents. For the purposes of this
Agreement, "Responsible Officer" means any officer assigned to the Corporate
Trust Division (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust
officer or any other officer of the Eligible Lender Trustee customarily
performing functions similar to those performed by any of the above designated
officers, in each case having direct responsibility for the administration of
this Agreement.
Section 8. Limitation on Eligible Lender Trustee's Duties. (a) The
Eligible Lender Trustee shall perform only those duties as may be required from
time to time under the terms of this Agreement in connection with the Eligible
Lender Trustee's holding of Trust Student Loans that comprise the Trust Estate.
The Eligible Lender Trustee shall have no obligation to the Grantor to
administer, service or collect such Trust Student Loans or to maintain or
monitor administration, servicing or collection procedures followed in
connection with such Trust Student Loans, except insofar as specific functions
in that regard are required of the Eligible Lender Trustee pursuant to the
express terms of Section 7 hereof and appropriate written instructions and
indemnity of the Grantor. The Eligible Lender Trustee shall not be required to
expend any of its own funds in connection with this Agreement or its duties
hereunder or under any related documents or agreements pertaining to the Trust
Estate.
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(b) Notwithstanding any other provisions in this Agreement, nothing
in this Agreement shall be construed to limit the Eligible Lender Trustee's
legal responsibility to the Secretary of Education in its capacity as Eligible
Lender Trustee for any violations of statutory or regulatory requirements that
may occur with respect to Trust Student Loans in the Portfolio, pursuant to 34
CFR ss. 682.203(b) or any successor provision thereto. The Eligible Lender
Trustee agrees not to delay paying any liability the Eligible Lender Trustee
owes to the Secretary by reason of such a violation for the purpose of first
being indemnified by the Grantor for such payment.
(c) The Eligible Lender Trustee shall not be responsible for any
recital herein or for the recording or re-recording, filing, re-filing of any
document or any supplement or amendment thereto, or the filing of financial
statements, or for the validity of the execution by the Grantor of this
Agreement, or of any supplemental agreements or instruments of further
assurance, or for the value or title of the property herein conveyed or
otherwise as to the maintenance of the security hereof.
(d) The Eligible Lender Trustee shall be protected in acting in
reasonable reliance upon any notice, order, requisition, request, consent,
certificate, order, opinion (including an opinion of counsel, which may be
counsel for the Grantor or the Eligible Lender Trustee's in-house counsel),
affidavit, letter, telegram or other paper or document in good faith deemed by
it to be genuine and correct and to have been signed or sent by the proper
person or persons.
(e) As to the existence or non-existence of any fact or as to the
sufficiency or validity of any instrument, paper or proceeding, the Eligible
Lender Trustee shall be entitled to rely upon a certificate signed by an
authorized officer on behalf of the Grantor as sufficient evidence of the facts
therein contained.
(f) The permissive right of the Eligible Lender Trustee to do things
enumerated in this Agreement shall not be construed as a duty.
Section 9. Administration and Servicing of Portfolio. (a) The
Grantor is hereby appointed by the Eligible Lender Trustee as its agent to
originate, manage, service, administer, and make collections on Trust Student
Loans in the Portfolio. The Grantor shall perform its duties with reasonable
care, following its customary standards, policies and procedures and using that
degree of skill and attention that the Grantor exercises with respect to all
comparable loans that it originates, services, or administers for itself or
others. Without limiting the generality of the foregoing, the Grantor is
authorized and empowered by the Eligible Lender Trustee to execute and deliver,
on behalf of itself, the Eligible Lender Trustee or both of them, any and all
instruments of satisfaction or cancellation, or partial or full release or
discharge, and all other comparable instruments, with respect to the Trust
Student Loans in the Portfolio, except as otherwise required by the Act. The
Eligible Lender Trustee will furnish the Grantor with any powers of attorney or
other documents reasonably necessary or appropriate to enable the Grantor to
carry out its servicing and administrative duties hereunder.
(b) The Grantor may at any time without notice or consent delegate
any or all of its duties under this Agreement to any person; provided that the
Grantor shall at all times
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retain full responsibility for the duties performed by any such party. The
Grantor may at any time perform specific duties under this Agreement through
subcontractors provided that the Grantor shall at all times retain full
responsibility for the duties performed by such subcontractors.
(c) To assure uniform quality in origination and servicing of the
Trust Student Loans and to reduce administrative costs, the Eligible Lender
Trustee hereby appoints the Grantor, and the Grantor accepts such appointment,
to act as agent of the Eligible Lender Trustee as custodian of the Trust Student
Loans in the Portfolio, which are hereby constructively delivered to the
Eligible Lender Trustee with respect to each such Trust Student Loan.
Section 10. Compensation and Indemnification of Eligible Lender
Trustee. The Eligible Lender Trustee shall be entitled to reasonable
compensation for all services rendered by it in the execution of the trust
created hereunder and in the exercise and performance of any of the powers and
duties of the Eligible Lender Trustee hereunder. The Eligible Lender Trustee
shall also be entitled to reimbursement from the Grantor for all reasonable
costs and out-of-pocket expenses incurred by the Eligible Lender Trustee. Such
costs and expenses shall be billed to the Grantor at the cost of the Eligible
Lender Trustee. Such expenses shall include all expenses, disbursements and
advances incurred or made by the Eligible Lender Trustee in accordance with the
duties required under any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) and those duties expressly required by
law which may not be transferred to the Grantor.
The Grantor hereby agrees to promptly indemnify the Eligible Lender
Trustee and any director, officer, employee or agent of the Eligible Lender
Trustee for, and to hold them harmless against, any loss, liability, claim,
expense (including, without limitation, costs and expenses of litigation and of
investigation counsel fees, damages, judgments and amounts paid in settlement)
or advance incurred or made without negligence or bad faith on the part of the
Eligible Lender Trustee, including without limitation reasonable attorneys' fees
and expenses, arising out of or in connection with the acceptance or
administration of the Trust or this Agreement pursuant hereto, including without
limitation, the servicing of the Portfolio by third-party servicers pursuant to
Section 3 above. Such indemnification by the Grantor shall survive the
termination of this Agreement and/or resignation or removal of the Eligible
Lender Trustee and shall include, without limitation, any loss, liability,
expense or advance incurred or made by the Eligible Lender Trustee as a result
of the acts or omissions of any servicer in the organization or servicing of any
of the Trust Student Loans.
Section 11. Resignation and Removal of Eligible Lender Trustee and
Appointment of Successor to the Eligible Lender Trustee. (a) The Eligible Lender
Trustee may at any time resign by giving written notice to the Grantor. Upon
receiving such notice of resignation, the Grantor shall promptly appoint a
successor to the Eligible Lender Trustee by an instrument in writing. If no
successor to the Eligible Lender Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the Grantor shall have an additional 30 days to secure a successor
to the Eligible Lender Trustee for the Trust Estate. If the Grantor has not
appointed a successor to the Eligible Lender Trustee within 60 days after the
Eligible Lender Trustee has given its notice of
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resignation, the Eligible Lender Trustee shall have the authority to petition,
at the expense of the Grantor, a court of competent jurisdiction to appoint a
successor to the Eligible Lender Trustee.
(b) The Grantor may at any time remove the Eligible Lender Trustee
and appoint a successor to the Eligible Lender Trustee by written instrument.
(c) Any resignation or removal of the Eligible Lender Trustee and
appointment of a successor to the Eligible Lender Trustee, pursuant to any of
the provisions of this section, shall become effective only upon the effective
date of appointment by the successor to the Eligible Lender Trustee.
Section 12. Assignment; Corporate Changes in Eligible Lender
Trustee. Any bank, corporation or other entity into which the Eligible Lender
Trustee may be merged or converted or with which it may be consolidated; any
bank, corporation or other entity resulting from any merger, conversion or
consolidation to which the Eligible Lender Trustee shall be a party; and any
bank, corporation or other entity to which the Eligible Lender Trustee's rights
and obligations hereunder are assigned, shall be the Eligible Lender Trustee
under this Agreement without any further act, provided the resulting bank,
corporation, assignee or other entity at all times meets the qualifications set
forth in Section 14 hereof. The Eligible Lender Trustee's rights and obligations
hereunder may not be assigned to an entity that would not meet the
qualifications set forth in Section 14 hereof upon receipt of such assignment.
The Eligible Lender Trustee shall take responsible steps to ensure that an
entity that becomes a successor to the Eligible Lender Trustee under this
section meets the qualifications set forth in Section 15 at all times during
which such successor to the Eligible Lender Trustee holds legal title to the
Trust Student Loans comprising the Portfolio. The Eligible Lender Trustee shall
use its commercially reasonable efforts to give the Grantor at least 120 days'
written notice after any corporate change described in this Section 12.
Section 13. Termination. The Grantor may at any time, in accordance
with the provisions of Section 6 hereof, direct the Eligible Lender Trustee to
distribute all of the assets then held in trust to the Grantor or such other
Person as the Grantor may designate in writing, and upon such distribution this
Agreement and the Trust created hereunder shall terminate.
Section 14. Qualifications of Eligible Lender Trustee and Successor
to the Eligible Lender Trustee. The Eligible Lender Trustee, and any successor
to the Eligible Lender Trustee, shall at all times during which it holds legal
title to the Trust Student Loans comprising the Portfolio maintain (a) eligible
lender status under the Act; (b) an eligible lender identification number, as
eligible lender trustee for the Grantor, issued by the Secretary of Education;
(c) at the written direction of the Grantor, all Guarantee Agreements with all
Guarantors on loans as to which it holds legal title in its capacity as Eligible
Lender Trustee hereunder; and (d) all corporate powers and governmental
licenses, authorizations, consents, and approvals required for it to act as
Eligible Lender Trustee and hold legal title to the Trust Student Loans
comprising the Portfolio.
Section 15. Quarterly Reports to Eligible Lender Trustee. Not later
than 60 days following the end of each calendar quarter during the term hereof,
the Grantor shall
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provide to the Eligible Lender Trustee a report setting forth the total dollar
amount of loan disbursements made or acquired for the Trust Estate during such
calendar quarter.
Section 16. Governing Law. This Eligible Lender Trust Agreement
shall be governed by the laws of the State of New York, without giving effect to
principles of conflicts of law.
Section 17. Miscellaneous Provisions. All covenants and agreements
herein and statements delivered pursuant hereto shall bind and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns. This agreement supersedes all previous agreements and understandings
between the parties with respect to the subject matter hereof. The Agreement may
only be changed, modified, or discharged, and any rights or obligations
hereunder may only be waived, by a written instrument signed by a duly
authorized officer of the party against whom enforcement any such waiver,
change, modification or discharge is sought.
Section 18. Notice. All communications, notices and approvals
provided for hereunder shall be in writing and personally delivered, mailed by
registered or certified mail, return receipt requested or sent by facsimile, to
the Grantor at SLC Student Loan Trust 2005-2, c/o Wilmington Trust Company,
Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attn: Corporate Trust Administration, Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇;
to the Eligible Lender Trustee at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇-▇,
▇▇▇▇▇▇▇▇▇ No. (▇▇▇) ▇▇▇-▇▇▇▇, or at such other address or number as either party
may hereafter designate by notice to the other party. Notice given in any such
communication shall be deemed to have been given upon receipt.
Section 19. Partial Invalidity. Any provisions of this Eligible
Lender Trust Agreement which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, 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 20. Counterparts. This Eligible Lender Trust Agreement may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section 21. Limitation on Liability. It is expressly understood and
agreed by the parties hereto that (a) this Eligible Lender Trust Agreement is
executed and delivered by Wilmington Trust Company, not individually or
personally but solely as trustee of Grantor, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations,
undertaking and agreements herein made on the part of the Grantor is made and
intended not as a personal representation undertaking or agreement by Wilmington
Trust Company but is made and intended for the purpose of binding only the
Grantor, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company, individually or personally, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any Person claiming
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by, through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Grantor or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by
the Grantor under this Eligible Lender Trust Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Eligible
Lender Trust Agreement on the day and year first above written.
SLC STUDENT LOAN TRUST 2005-2,
as Grantor
By Wilmington Trust Company, not in its
individual capacity but solely as
Owner Trustee
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CITIBANK, N.A.,
as Eligible Lender Trustee
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President