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EXHIBIT 10.4
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MASTER SERVICING AGREEMENT
BETWEEN
STUDENT LOAN FUNDING 1999-A/B TRUST,
ISSUER
AND
STUDENT LOAN FUNDING RESOURCES, INC.,
MASTER SERVICER
DATED AS OF OCTOBER 1, 1999
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions...............................................................1
ARTICLE II
ADMINISTRATION AND SERVICING OF STUDENT LOANS
SECTION 2.1. Duties of Master Servicer.................................................2
SECTION 2.2. Compensation..............................................................3
SECTION 2.3. Cooperation by the Issuer.................................................3
ARTICLE III
THE MASTER SERVICER
SECTION 3.1. Representations of Master Servicer........................................3
SECTION 3.2. Indemnities of Master Servicer............................................4
SECTION 3.3. Merger or Consolidation of, or Assumption of the Obligations of, Master
Servicer..........................................................5
SECTION 3.4. Limitation on Liability of Master Servicer and Others.....................5
ARTICLE IV
DEFAULT
SECTION 4.1. Master Servicer Default...................................................6
SECTION 4.2. Appointment of Successor..................................................7
SECTION 4.3. Payment of Master Servicing Fee...........................................7
ARTICLE V
TERM; TERMINATION
SECTION 5.1. Term; Termination.........................................................7
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Amendment.................................................................7
SECTION 6.2. Notices...................................................................7
SECTION 6.3. Assignment................................................................8
SECTION 6.4. Limitations on Rights of Others...........................................8
SECTION 6.5. Severability..............................................................8
SECTION 6.6. Separate Counterparts.....................................................8
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SECTION 6.7. Headings..................................................................8
SECTION 6.8. Governing Law.............................................................8
SECTION 6.9. Independence of the Master Servicer.......................................8
SECTION 6.10. No Joint Venture..........................................................9
SECTION 6.11. Other Activities of Master Servicer.......................................9
SECTION 6.12. No Petition...............................................................9
SECTION 6.13. Limited Recourse..........................................................9
SECTION 6.14. Entire Agreement .........................................................9
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MASTER SERVICING AGREEMENT
MASTER SERVICING AGREEMENT dated as of October 1, 1999 between STUDENT
LOAN FUNDING 1999-A/B TRUST, a Delaware common law trust (the "Issuer"), and
STUDENT LOAN FUNDING RESOURCES, INC., an Ohio corporation, as master servicer
(the "Master Servicer"). References to the Issuer or Student Loan Funding
1999-A/B Trust shall be deemed to be references to FIRSTAR BANK, NATIONAL
ASSOCIATION, not in its individual capacity, but solely as Co-Owner Trustee
under the Trust Agreement dated as of October 1, 1999 (the "Co-Owner Trustee").
WHEREAS, the Issuer, directly or through an eligible lender trustee,
owns a portfolio of student loans; and
WHEREAS, the Master Servicer is willing to arrange for the servicing of
such student loans.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:
"AFFILIATE" means any corporation or other entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, the Master Servicer or the Issuer. For purposes of this
definition, "control" means the power to direct management and policies of such
entity, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.
"AGREEMENT" means this Master Servicing Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.
"GUARANTEE AGENCY" means a state agency or private nonprofit
corporation which guarantees certain payments of principal of and interest on
Student Loans pursuant to a guarantee agreement.
"GUARANTEE AGREEMENT" means a contract between a Guarantee Agency and a
lender providing for, or a certificate or other evidence of, the guarantee of
Student Loans.
"GUARANTEE PAYMENTS" means those payments made by a Guarantee Agency
with respect to a Student Loan.
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"HIGHER EDUCATION ACT" means the Higher Education Act of 1965, as
amended, together with any rules and regulations promulgated by the U.S.
Department of Education or the Guarantee Agencies.
"INDENTURE" means the Indenture of Trust, together with the Terms
Supplement, each dated as of October 1, 1999, by and among the Issuer, Firstar
Bank, National Association, as eligible lender trustee (the "Eligible Lender
Trustee"), and Firstar Bank, National Association, as indenture trustee (the
"Indenture Trustee").
"MASTER SERVICER DEFAULT" means an event specified in Section 4.1 of
this Agreement.
"MASTER SERVICING FEE" has the meaning specified in Section 2.2 of this
Agreement.
"NOTEHOLDER" means a holder of a note of the Issuer issued pursuant to
the Indenture.
"PERSON" means any individual, corporation, limited liability company,
estate, partnership, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or government
or any agency or political subdivision thereof.
"SERVICER" means any servicing entity selected by the Master Servicer,
including without limitation the Master Servicer and/or any Affiliate of the
Master Servicer, to provide servicing for all or a part of the Student Loans,
including but not limited to application, review, disbursement, administration,
collection, due diligence and claims services, provided, that such entity is
qualified to be a servicer of such Student Loans in accordance with any
indentures or other documents of the Issuer relating to such Student Loans.
"SERVICING AGREEMENT" means an agreement, including all addenda
thereto, between a Servicer and the Issuer and/or the Master Servicer for the
servicing of all or part of the Student Loans subject to this Agreement.
"STUDENT LOAN" means a student loan incurred under the Higher Education
Act by eligible students attending eligible post secondary educational
institutions.
ARTICLE II
ADMINISTRATION AND SERVICING OF STUDENT LOANS
SECTION 2.1. DUTIES OF MASTER SERVICER.
(a) Subject to the written direction of the Issuer, the Master
Servicer, for the benefit of the Issuer (to the extent provided herein), shall
provide for, arrange and maintain, or take such actions as are necessary to
provide for, arrange and maintain, the servicing and administration of the
Student Loans in accordance with prudent industry practices with one or more
Servicers in accordance with this Agreement and shall perform the other actions
required by the Master Servicer under this Agreement, with reasonable care. The
Master Servicer shall have full authority to do
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anything it reasonably deems appropriate in connection with providing for,
arranging and maintaining such servicing and administration relationships with
Servicers, including without limitation (1) entering into one or more Servicing
Agreements with the Servicers and/or with the Issuer and the Servicers, (2)
providing or arranging for the replacement of any Servicing Agreement that
expires or is terminated, (3) consulting with any Servicer regarding the
negotiation, execution and performance of any Servicing Agreement or the
servicing and administration of any related Student Loan, and (4) terminating
any Servicing Agreement that may exist in accordance with the terms and
conditions of such Servicing Agreement, provided, that upon termination of any
such Servicing Agreement, the Master Servicer shall arrange for an appropriate
Servicing Agreement with a Servicer pertaining to and maintaining continuous
servicing of the Student Loans previously serviced under the terminated
Servicing Agreement. The servicing arrangements provided for by the Master
Servicer shall maintain servicing standards in accordance in all material
respects with all applicable agreements and indentures of the Issuer and all
applicable federal and state laws, including all applicable standards,
guidelines and requirements of the Higher Education Act and any Guarantee
Agreement with respect to the Student Loans, the failure to comply with which
would adversely affect the eligibility of one or more of the Student Loans for
Guarantee Payments or would have a material adverse effect on the Noteholders.
The Master Servicer may perform its responsibilities hereunder through other
agents or independent contractors, but shall not thereby be released from any of
its responsibilities as hereinafter set forth.
As part of its master servicing responsibilities hereunder, the Master
Servicer, for the benefit of the Issuer, shall oversee, administer and enforce
the obligations of each Servicer under the related Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of such Servicing Agreements and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Student Loans.
(b) EXCEPTIONS. Notwithstanding anything to the contrary in this
Agreement, except as expressly provided herein, the Master Servicer, in its
capacity hereunder, shall not be obligated to, and shall not (1) make any
payments to the Noteholders, or (2) take any other action that the Issuer
directs the Master Servicer in writing not to take on its behalf.
SECTION 2.2. MASTER SERVICING FEE. On or before the last day of each
month (the "Payment Date"), the Issuer shall pay to the Master Servicer, as
compensation for its services specified hereunder, a fee in the amount of .02%
(on a per annum basis) of the aggregate principal amount of the Student Loans
subject to this Agreement (the "Master Servicing Fee"). The Master Servicing Fee
will be determined on the basis of the aggregate outstanding principal amount of
Student Loans subject to this Agreement as of the first day of the month of each
such Payment Date. The Issuer agrees to reimburse the Master Servicer for all
reasonable expenses, disbursements and advances incurred or made by the Master
Servicer in connection with the performance of this Agreement, including, but
not limited to, the fees and expenses of obtaining Servicers, subcontracting,
any independent accountants and outside counsel, which reimbursement shall
relate to amounts incurred in a calendar month and shall be payable by the
Issuer to the Master Servicer on the next succeeding Payment Date.
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SECTION 2.3. COOPERATION BY THE ISSUER. The Issuer agrees to cooperate
and assist the Master Servicer in any manner reasonably requested by the Master
Servicer in connection with the servicing and administration of the Student
Loans subject to this Agreement and the prompt and full performance of the
Master Servicer's duties hereunder, including without limitation, executing,
delivering and performing Servicing Agreements and all other agreements,
documents or certificates relating, directly or indirectly, to the servicing and
administration of the Student Loans subject to this Agreement and the prompt and
full performance of the Master Servicer's duties hereunder.
ARTICLE III
THE MASTER SERVICER
SECTION 3.1. REPRESENTATIONS OF MASTER SERVICER. The Master Servicer
makes the following representations on which the Issuer is deemed to have relied
in executing and delivering this Agreement. The representations speak as of the
date of execution and delivery of the Agreement and shall survive such date.
(a) ORGANIZATION AND GOOD STANDING. The Master Servicer is duly
organized and validly existing as a corporation in good standing under the laws
of the State of Ohio with the corporate power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted, and had at all relevant times, and
has, the power, authority and legal right to perform its obligations as required
by this Agreement.
(b) DUE QUALIFICATION. The Master Servicer is duly qualified to do
business and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its
business (including the performance of its obligations as required by this
Agreement) shall require such qualifications except where failure to obtain the
same would not have a material adverse effect on its business or property.
(c) POWER AND AUTHORITY OF THE MASTER SERVICER. The Master Servicer has
the corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and the execution, delivery and performance
of this Agreement have been duly authorized by the Master Servicer by all
necessary corporate action. All authorizations, consents, 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 Master Servicer in connection with the execution and delivery by
the Master Servicer of this Agreement and the performance by the Master Servicer
of the transactions contemplated by this Agreement have been duly obtained,
effected or given and are in full force and effect, except where failure to
obtain the same would not have a material adverse effect upon the rights of the
Issuer hereunder.
(d) BINDING OBLIGATION. This Agreement constitutes a legal, valid and
binding obligation of the Master Servicer, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, reorganization and similar laws now or hereafter
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in effect relating to creditors' rights generally, and subject to general
principles of equity (whether applied in a proceeding of law or in equity).
(e) NO VIOLATION. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof will not result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a default under the Articles of Incorporation
or Code of Regulations of the Master Servicer, or any material indenture,
agreement or other instrument to which the Master Servicer is a party or by
which it is bound; nor result in the creation or imposition of any lien upon any
of its properties pursuant to the terms of any such indenture, agreement or
other instrument; or violate any law or, to the best of its knowledge, any
order, rule or regulation applicable to the Master Servicer of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Master Servicer or its
properties.
(f) NO PROCEEDINGS. There are no proceedings or investigations pending
against the Master Servicer, or, to its best knowledge, threatened against the
Master Servicer, before any court, regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Master Servicer
or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking
to prevent the consummation of any of the transactions contemplated by this
Agreement, or (iii) seeking any determination or ruling that could reasonably be
expected to have a material and adverse effect on the performance by the Master
Servicer of its obligations under, or the validity or enforceability of this
Agreement.
SECTION 3.2. INDEMNITIES OF MASTER SERVICER. The Master Servicer shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Master Servicer under this Agreement.
The Master Servicer shall indemnify, defend and hold harmless the
Issuer and all of the officers, employees and agents of the Issuer, from any and
all costs, expenses, losses, claims, damages and liabilities (including
reasonable attorneys' fees and expenses) to the extent arising out of, or
imposed upon any such Person through, the negligence, willful misfeasance or bad
faith of the Master Servicer in the performance of its obligations and duties
under this Agreement or by reason of the reckless disregard of its obligations
and duties under this Agreement, where the final determination that any such
cost, expense, loss, claim, damage or liability arose out of, or was imposed
upon any such Person through, any such negligence, willful misfeasance, bad
faith or recklessness (other than errors in judgment) on the part of the Master
Servicer is established by a court of law, by an arbitrator or by way of
settlement agreed to in writing by the Master Servicer. Notwithstanding the
foregoing, if the Master Servicer is rendered unable, in whole or in part, by
virtue of an act of God, act of war, fire, earthquake or other natural disaster,
to satisfy its obligations under this Agreement, the Master Servicer shall not
be deemed to have breached any such obligation upon the sending of written
notice of such event to the other parties hereto, for so long as the Master
Servicer remains unable to perform such obligation as a result of such event.
This provision shall not be construed to limit the Master Servicer's or any
other party's rights, obligations, liabilities,
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claims or defenses which arise as a matter of law or pursuant to any other
provision of this Agreement.
The Issuer shall notify the Master Servicer promptly of any claim for
which it may seek indemnity. The Master Servicer shall defend the claim and the
Master Servicer shall not be liable for the legal fees and expenses of the
Issuer after it has assumed such defense.
Indemnification under this Section 3.2 shall survive the termination of
this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Master Servicer has made any indemnity payments
pursuant to this Section 3.2 and the Issuer thereafter collects any of such
amounts from others, the Issuer promptly shall repay such amounts to the Master
Servicer, without interest.
Anything in this Agreement to the contrary notwithstanding, neither the
Master Servicer nor any of its directors, officers, employees or agents shall be
liable for any cost, expense, loss, claim damage or liability that arises out
of, or was imposed upon any Person seeking indemnity under this Section 3.2
through any negligence, willful misfeasance, bad faith, recklessness or other
act, error or omission on the part of any Servicer under a Servicing Agreement,
provided, that this provision shall not protect the Master Servicer 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
(except for errors in judgment) or by reason of reckless disregard of its
obligations and duties under this Agreement.
SECTION 3.3. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, MASTER SERVICER. Any Person (a) into which the Master Servicer
may be merged or consolidated, (b) which may result from any merger or
consolidation to which the Master Servicer shall be a party or (c) which may
succeed to the properties and assets of the Master Servicer, substantially as a
whole, shall be the successor to the Master Servicer without the execution or
filing of any document or any further act by any of the parties to this
Agreement; provided, that the Master Servicer hereby covenants that, if the
surviving Master Servicer is other than Student Loan Funding Resources, Inc. or
an Affiliate, it will not consummate any of the foregoing transactions except
upon satisfaction of the following: (i) the surviving Master Servicer executes
an agreement of assumption to perform every obligation of the Master Servicer
under this Agreement, (ii) immediately after giving effect to such transaction,
no representation or warranty made pursuant to Section 3.1 shall have been
breached and no Master Servicer Default, and no event that, after notice or
lapse of time, or both, would become a Master Servicer Default shall have
occurred and be continuing, (iii) the surviving Master Servicer shall have
delivered to the Issuer a certificate of an officer of the surviving Master
Servicer and an opinion of counsel each stating that such consolidation, merger
or succession and such agreement of assumption comply with this Section 3.3 and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, and (iv) such transaction will not
result in a material adverse federal or state tax consequence to the Issuer or
the holders of any bonds, notes or other indebtedness of the Issuer.
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SECTION 3.4. LIMITATION ON LIABILITY OF MASTER SERVICER AND OTHERS.
Neither the Master Servicer nor any of its directors, officers, employees or
agents shall be under any liability to the Issuer 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 or for any action or
omission by any Servicer pursuant to a Servicing Agreement; provided, that this
provision shall not protect the Master Servicer or any such Person against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence (except for errors in judgment) in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement. Without limiting the generality of the foregoing, the Master
Servicer in particular shall not be liable for any servicing errors or
interruptions resulting from any failure of any Servicer to maintain computer
and other information systems that are year-2000 compliant. The Master Servicer
and any of its respective directors, officers, employees or agents may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.
Except as provided in this Agreement, the Master Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall be
incidental to its duties in accordance with this Agreement and that in its
opinion may involve it in any expense or liability.
ARTICLE IV
DEFAULT
SECTION 4.1. MASTER SERVICER DEFAULT. The occurrence and continuance of
any one of the following events shall constitute a "Master Servicer Default":
(a) any failure on the part of the Master Servicer duly to observe or
to perform in any material respect any of the covenants or agreements of the
Master Servicer set forth in this Agreement, which failure shall (i) materially
and adversely affect the rights of the Noteholders and (ii) continue unremedied
for a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master Servicer
by the Issuer (or for such longer period, not in excess of 120 days, as may be
reasonably necessary to remedy such default; provided that such default is
capable of remedy within 120 days and the Master Servicer delivers a certificate
of an officer of the Master Servicer to the Issuer to such effect and to the
effect that the Master Servicer has commenced or will promptly commence, and
will diligently pursue, all reasonable efforts to remedy such default); or
(b) (i) having entered involuntarily against it an order for relief
under any applicable Federal or state bankruptcy, insolvency or similar law now
or hereafter in effect, (ii) not paying, or admitting in writing its inability
to pay, its debts generally as they become due or suspending payment of its
obligations, (iii) making an assignment for the benefit of creditors, (iv)
applying for, seeking, consenting to, or acquiescing in, the appointment of a
receiver, custodian, trustee, conservator, liquidator or similar official for it
or any substantial part of its property, (v) instituting any proceeding seeking
to have entered against it an order for relief under any applicable Federal or
state bankruptcy, insolvency or similar law now or hereafter in effect, to
adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, marshaling of assets,
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adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization, or relief of debtors or failing to
file an answer or other pleading denying the material allegations of any such
proceeding filed against it, (vi) failing to contest in good faith any
appointment or proceeding described in Section 4.1(c) hereof or (vii) taking any
action in furtherance of any of the foregoing purposes; or
(c) the appointment of a custodian, receiver, trustee, conservator,
liquidator or similar official for the Master Servicer or any substantial part
of the property of the Master Servicer, or the institution of a proceeding
described in Section 4.1(b)(v) against the Master Servicer, which appointment
continues undischarged or which proceeding continues undismissed or unstayed for
a period of 60 or more consecutive days.
In the case of any Master Servicer Default, so long as the Master
Servicer Default shall not have been remedied prior to the expiration of any
applicable cure period, the Issuer, by notice then given in writing to the
Master Servicer of such Master Servicer Default, may terminate all the rights
and obligations (other than the obligations set forth in Section 3.2 and Section
6.12) of the Master Servicer under this Agreement. On or after the receipt by
the Master Servicer of such written notice, all authority and power of the
Master Servicer under this Agreement shall, without further action, pass to and
be vested in the Issuer or such successor Master Servicer as may be appointed
under Section 4.2; and, without limitation, the Issuer is hereby authorized and
empowered to execute and deliver, on behalf of the predecessor Master Servicer,
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, whether to complete the
transfer and endorsement of the Student Loans and related documents, or
otherwise.
SECTION 4.2. APPOINTMENT OF SUCCESSOR.
(a) Upon the Master Servicer's receipt of notice of termination,
pursuant to Section 4.1 above or the Master Servicer's resignation in accordance
with the terms of this Agreement, the predecessor Master Servicer shall continue
to perform its functions as Master Servicer under this Agreement, 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 receipt of such notice
and, in the case of resignation, until the date 30 days from the delivery to the
Issuer of written notice of such resignation (or written confirmation of such
notice) in accordance with the terms of this Agreement. In the event of the
Master Servicer's termination hereunder, the Issuer, may appoint a successor
Master Servicer, and the successor Master Servicer shall accept its appointment
by a written assumption in form acceptable to the Issuer.
(b) Upon appointment, the successor Master Servicer shall be the
successor in all respects to the predecessor Master Servicer and shall be
subject to all the responsibilities, duties and liabilities arising thereafter
relating thereto placed on the predecessor Master Servicer and shall be entitled
to the Master Servicing Fee, or such other terms as are agreed to by the Issuer,
and all the rights granted to the predecessor Master Servicer by the terms and
provisions of this Agreement. No successor Master Servicer shall be liable for
any acts or omissions of any predecessor Master Servicer.
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(c) The predecessor Master Servicer shall cooperate with the successor
Master Servicer and the Issuer in effecting the termination of the
responsibilities and rights of the predecessor Master Servicer under this
Agreement. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the duties of the predecessor Master
Servicer to the successor Master Servicer and amending this Agreement to reflect
such succession as Master Servicer pursuant to this Section shall be paid by the
predecessor Master Servicer upon presentation of reasonable documentation of
such costs and expenses.
SECTION 4.3. PAYMENT OF MASTER SERVICING FEE. If the Master Servicer
shall change, the predecessor Master Servicer shall be entitled to receive any
accrued and unpaid Master Servicing Fees through the date of the successor
Master Servicer's acceptance hereunder.
ARTICLE V
TERM; TERMINATION
SECTION 5.1. TERM; TERMINATION. The Master Servicer or the Issuer may
terminate this Agreement upon not less than 45 days' prior written notice to the
other party.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. AMENDMENT. The provisions of this Agreement may not be
amended, waived or modified unless such amendment, waiver or modification is in
writing and signed by the Master Servicer and the Issuer. Inaction or failure to
demand strict performance shall not be deemed a waiver.
SECTION 6.2. NOTICES. All demands, notices, instructions and
communications required or permitted to be given to or made upon either party
hereto shall be in writing (including by facsimile transmission) and shall be
personally delivered or sent by guaranteed overnight delivery, by facsimile
transmission (to be followed by personal or guaranteed overnight delivery) or by
postage prepaid registered or certified mail, return receipt requested, and
shall be deemed to be given for purposes of this Agreement on the date that such
writing is received by the intended recipient thereof in accordance with the
provisions of this Section 6.2. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 6.2,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties thereto at their respective
addresses as follows:
The Issuer:
Firstar Bank, National Association, as Co-Owner Trustee
of Student Loan Funding 1999-A/B Trust
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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ML5125 ▇.▇.▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
The Master Servicer:
Student Loan Funding Resources, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Senior Vice President and CFO
SECTION 6.3. ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 2.1 and 3.3 and as provided in
the provisions of this Agreement concerning the resignation and succession of
the Master Servicer, this Agreement may not be assigned by the Issuer or the
Master Servicer without the prior written consent of the other party.
SECTION 6.4. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Issuer and the Master Servicer, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein.
SECTION 6.5. SEVERABILITY. Any provision of this Agreement that is
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 6.6. SEPARATE COUNTERPARTS. This 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 6.7. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
SECTION 6.8. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Ohio , without reference to principles
of conflicts of law, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 6.9. INDEPENDENCE OF THE MASTER SERVICER. For all purposes of
this Agreement, the Master Servicer 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 Master Servicer shall
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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 6.10. NO JOINT VENTURE. Nothing contained in this Agreement (i)
shall constitute the Master Servicer 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 6.11. OTHER ACTIVITIES OF MASTER SERVICER. Nothing herein shall
prevent the Master Servicer or its Affiliates from engaging in other business
or, in its or their sole discretion, from acting in a similar capacity as a
master servicer for any other Person or entity even though such Person or entity
may engage in business activities similar to those of the Issuer.
SECTION 6.12 NO PETITION. The Master Servicer covenants and agrees
that, notwithstanding the termination of this Agreement, the Master Servicer
will not institute against, or join in instituting against, the Issuer, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any Federal or state bankruptcy or similar law
ordering the winding up or liquidation of the Issuer's affairs or appointing a
receiver, liquidator, trustee, or other similar official, of the Issuer or any
substantial part of its property, for one year and a day after the termination
of this Agreement. This Section 6.12 shall survive the termination of this
Agreement.
SECTION 6.13. LIMITED RECOURSE. Notwithstanding anything to the
contrary contained herein, the obligations of the Issuer hereunder shall not be
recourse to the Issuer (or any Person or organization acting on behalf of the
Issuer or any affiliate, officer, member, Management Committee member, agent or
employee of the Issuer), and shall be paid solely from moneys in the Collection
Fund established under the Indenture. The Master Servicer agrees that to the
extent such funds are insufficient or unavailable to pay any amounts owing to
the Master Servicer from the Issuer pursuant to this Agreement, it shall not
institute a claim against the Issuer.
SECTION 6.14. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters covered hereby
and supercedes all prior agreements and understandings between the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers as of
the day and year first above written.
STUDENT LOAN FUNDING 1999-A/B TRUST,
By: Firstar Bank, National Association, not in its
individual capacity, but solely as Co-Owner
Trustee, on behalf of the Issuer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President & Trust Officer
STUDENT LOAN FUNDING RESOURCES,
INC., as Master Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Senior Vice President &
Chief Financial Officer
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