EXHIBIT 99
SIGNET STUDENT LOAN TRUST 1996-A
TRANSFER AND ASSUMPTION AGREEMENT
TRANSFER AND ASSUMPTION AGREEMENT dated as of November 28, 1997 by and
among SIGNET BANK, a Virginia banking corporation ("Signet"), FIRST UNION
NATIONAL BANK, a national banking association headquartered in Charlotte, North
Carolina ("FUNB"), SIGNET STUDENT LOAN TRUST 1996-A, a Delaware trust (the
"Issuer"), SIGNET STUDENT LOAN CORPORATION, a Virginia corporation maintaining a
beneficial and record ownership interest in at least 1% of the Certificate
Balance of the Trust Certificates (the "Company"), THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, solely as eligible lender trustee (the
"Eligible Lender Trustee"), and THE BANK OF NEW YORK, a New York banking
corporation, as indenture trustee (the "Indenture Trustee").
WHEREAS, Signet, as Seller, the Issuer and the Eligible Lender Trustee
are parties to the Loan Sale Agreement dated as of November 1, 1996 (as amended
or supplemented, the "Loan Sale Agreement");
WHEREAS, Signet, as Master Servicer, the Issuer and the Eligible Lender
Trustee are parties to the Master Servicing Agreement dated as of November 1,
1996 (as amended or supplemented, the "Master Servicing Agreement");
WHEREAS, Signet, as Depositor, the Company and the Eligible Lender
Trustee are parties to the Trust Agreement dated as of November 1, 1996
relating, among other things, to the issuance of Floating Rate Asset Backed
Certificates by the Issuer (as amended or supplemented, the "Trust Agreement");
WHEREAS, Signet, as Administrator, the Issuer and the Indenture Trustee
are parties to the Administration Agreement dated as of November 1, 1996 (as
amended or supplemented, the "Administration Agreement");
WHEREAS, the Issuer and the Indenture Trustee are parties to the
Indenture dated as of November 1, 1996 relating to the issuance of Floating Rate
Class A-1 Asset Backed Notes and Floating Rate Class A-2 Asset Backed Notes (as
amended or supplemented, the "Indenture");
WHEREAS, Signet is a party to an Agreement and Plan of Mergers dated as
of July 18, 1997 among Signet Banking Corporation, First Union Corporation,
Signet and FUNB pursuant
to which Signet will merge with and into FUNB and FUNB will be the surviving
corporation in the Merger effective the date hereof (the "Merger");
WHEREAS, Section 4.04 of the Loan Sale Agreement, Section 5.03 of the
Master Servicing Agreement and Section 25 of the Administration Agreement permit
the Merger to occur and the rights and obligations of Signet in its various
capacities under those agreements to be assigned to and assumed by FUNB provided
that the steps specified therein are taken;
WHEREAS, the Trust Agreement and the Indenture do not contain any
restrictions or requirements relating to the Merger;
WHEREAS, Signet wishes to assign, transfer and convey to FUNB all of
its rights, duties, liabilities and obligations, if any, under the Loan Sale
Agreement, the Master Servicing Agreement, the Trust Agreement, the
Administration Agreement and the Indenture and FUNB desires to take and assume,
as appropriate, all of such rights, duties, liabilities and obligations; and
WHEREAS, the Eligible Lender Trustee, the Indenture Trustee, the
Company and the Issuer are willing to accept such an assignment by Signet and
assumption by FUNB subject to the terms and conditions hereof and of the Loan
Sale Agreement, the Master Servicing Agreement and the Administration Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby expressly acknowledged, Signet, FUNB, the Eligible Lender
Trustee, the Company, the Indenture Trustee and the Issuer hereby agree as
follows:
1. DEFINED TERMS. All terms defined in the Administration Agreement and
used herein shall have such defined meanings when used herein, unless otherwise
defined herein.
2. CONVEYANCE.
Signet hereby assigns, conveys and transfers to FUNB, and FUNB
hereby accepts, all of Signet's rights, if any, under the Loan Sale Agreement,
the Master Servicing Agreement, the Trust Agreement, the Administration
Agreement and the Indenture, including without limitation any rights it may have
as Seller under the Loan Sale Agreement, Master Servicer under the Master
Servicing Agreement, Depositor under the Trust Agreement, and Administrator
under the Administration Agreement.
3. ASSUMPTION OF OBLIGATIONS.
FUNB, as the surviving corporation in the Merger, hereby
expressly assumes all of the obligations, liabilities, responsibilities and
duties of Signet under the Loan Sale
Agreement, the Master Servicing Agreement, the Trust Agreement, the
Administration Agreement and the Indenture, whether applicable to Signet
individually or as Seller, Master Servicer, Depositor, Custodian, Administrator
or otherwise, and FUNB shall become the Seller, Master Servicer, Depositor,
Custodian and Administrator, as applicable.
4. CONSENT BY THE INDENTURE TRUSTEE, THE ISSUER, THE ELIGIBLE LENDER
TRUSTEE AND THE COMPANY.
The Indenture Trustee, the Issuer, the Eligible Lender Trustee
and the Company hereby acknowledge and consent to the transactions contemplated
hereby.
5. REPRESENTATIONS AND WARRANTIES OF FUNB.
FUNB hereby represents and warrants to the other parties
hereto as to the following matters applicable to it as of the date hereof:
(a) Due Organization, etc. FUNB, as the surviving corporation
in the Merger, is a duly organized and validly existing national banking
association under the laws of the United States of America with full power and
authority to enter into this Agreement and consummate the transactions
contemplated hereby.
(b) Legal, Valid and Binding Obligation. This Agreement
constitutes a legal, valid and binding obligation of FUNB, enforceable against
FUNB in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, receivership, conservatorship or other similar laws
now or hereafter in effect affecting creditors' rights in general and the rights
of creditors of a national banking association and except as such enforceability
may be limited by general principles of equity (whether considered in a suit at
law or in equity).
(c) Insolvency. FUNB is not insolvent; after giving effect to
the Merger and the transactions contemplated hereby, FUNB will not be insolvent;
and this Agreement has not been executed and the transactions contemplated
hereby have not been completed in contemplation of insolvency or with the intent
to hinder or defraud the creditors of Signet or FUNB.
(d) Security Interest. The security interest of the Eligible
Lender Trustee in the Financed Student Loans and other Trust Assets continues to
remain in full force and effect and has not been interrupted or impaired by the
signing of this Agreement and such security interest remains prior to all others
except as set forth in the Loan Sale Agreement.
(e) Maintenance of this Agreement, etc. This Agreement, the
Master Servicing Agreement, the Loan Sale Agreement, the Trust Agreement, the
Indenture and the Administration Agreement will at all times be maintained in
the official records of FUNB kept in the normal course of its business.
(f) Confirmation of Certain Representations and Warranties.
FUNB hereby makes and confirms as of the date hereof the representations and
warranties of the Seller, MUTATIS MUTANDIS, contained in Sections 3.01 and 4.01
of the Loan Sale Agreement, of the Master Servicer, MUTATIS MUTANDIS, contained
in Section 5.01 of the Master Servicing Agreement, of the Depositor, MUTATIS
MUTANDIS, contained in Section 2.09 of the Trust Agreement and of the
Administrator, MUTATIS MUTANDIS, contained in Section 1 of the Administration
Agreement and confirms that, after giving effect to the Merger and the
transactions contemplated hereby, there is no Servicer Default, Event of Default
or Administrator Default, and no event that, after notice or lapse of time, or
both, would become a Servicer Default, Event of Default or Administrator Default
has occurred or is continuing.
6. CONDITIONS PRECEDENT. The consummation of the transactions
contemplated hereby are subject to the satisfaction, on or prior to the date
hereof of the conditions precedent set forth in Section 4.04 of the Loan Sale
Agreement, Section 5.03 of the Master Servicing Agreement and Section 25 of the
Administration Agreement.
7. 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.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
SIGNET BANK
BY: /s/ Xxxxxxx Xxxxxxx
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NAME: Xxxxxxx Xxxxxxx
TITLE: Senior Vice President
FIRST UNION NATIONAL BANK
BY: /s/ Xxxx X. Xxxxxxxxx
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NAME: Xxxx X. Xxxxxxxxx
TITLE: Vice President
SIGNET STUDENT LOAN CORPORATION
BY: /s/ Xxxxxxx Xxxxxxx
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NAME: Xxxxxxx Xxxxxxx
TITLE: Vice President
THE FIRST NATIONAL BANK OF CHICAGO, AS
ELIGIBLE LENDER TRUSTEE
BY: /s/ Xxxxx X. Xxxxxxxx
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NAME: Xxxxx X. Xxxxxxxx
TITLE: Assistant Vice President
THE BANK OF NEW YORK, AS INDENTURE
TRUSTEE
BY: /s/ Xxxxxx X. Laser
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NAME: Xxxxxx X. Laser
TITLE: Assistant Vice President
SIGNET STUDENT LOAN TRUST 1996-A
BY THE FIRST NATIONAL BANK OF CHICAGO,
NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
ELIGIBLE LENDER TRUSTEE
BY: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
NAME: Xxxxx X. Xxxxxxxx
TITLE: Assistant Vice President
