EXHIBIT 4.4
TRANSFER AND SERVICING
AGREEMENT
---------------------------------
AMONG
CRESTAR SECURITIZATION, LLC,
AS DEPOSITOR,
CRESTAR STUDENT LOAN TRUST ___-__,
AS ISSUER,
CRESTAR BANK,
AS MASTER SERVICER AND ADMINISTRATOR
AND
---------------------------------
NOT IN ITS INDIVIDUAL
CAPACITY BUT SOLELY AS
ELIGIBLE LENDER TRUSTEE
DATED AS OF ______ __, ____
TABLE OF CONTENTS
Page
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ARTICLE I.....................................................................1
DEFINITIONS...................................................................1
ARTICLE II....................................................................3
CONVEYANCE OF FINANCED STUDENT LOANS..........................................3
Section 2.1. Conveyance of Financed Student Loans....................3
Section 2.2. Assignment and Acknowledgment...........................4
ARTICLE III...................................................................4
REPRESENTATIONS, WARRANTIES AND COVENANTS.....................................4
Section 3.1. Principal Balance.......................................4
Section 3.2. TP Program..............................................4
Section 3.3. Subservicing Agreements.................................4
Section 3.4. Compliance by the Eligible Lender Trustee
with Insurance Agreements with the Secretary of HHS.....5
ARTICLE IV....................................................................5
PAYMENTS AND ACCOUNTS.........................................................5
Section 4.1. Payments................................................5
Section 4.2. Reserve Account.........................................8
Section 4.3. Determination of LIBOR..................................9
ARTICLE V.....................................................................9
TERMINATION...................................................................9
Section 5.1. Termination.............................................9
Section 5.2. Optional Purchase of Financed Student Loans............10
Section 5.3. Auction of Financed Student Loans......................10
ARTICLE VI...................................................................10
MISCELLANEOUS................................................................10
Section 6.1. Limitation on Subsequent Financed Student Loans........10
Section 6.2. Schedules..............................................11
Section 6.3. Amendment of Standard Terms............................11
TRANSFER AND SERVICING AGREEMENT
THIS TRANSFER AND SERVICING AGREEMENT, dated as of _________1, ____, is
hereby executed by and among CRESTAR SECURITIZATION, LLC, a Virginia limited
liability company (the "Depositor"), CRESTAR STUDENT LOAN TRUST _____-__, a
Delaware business trust (the "Issuer"), CRESTAR BANK, a Virginia banking
corporation (the "Master Servicer" or "Administrator" in such respective
capacities), and _______________________, a national banking association, not in
its individual capacity but solely as eligible lender trustee (the "Eligible
Lender Trustee"), which agreement incorporates by reference as if set forth
herein in full all the provisions of the Standard Terms to Transfer and
Servicing Agreement (June 1998 Edition) (the "Standard Terms," and as
incorporated herein, the "Transfer and Servicing Agreement).
RECITALS
The Eligible Lender Trustee, on behalf of the Depositor, has acquired
student loans from the Transferor;
The Depositor desires to sell the student loans to the Issuer, and the
Eligible Lender Trustee is willing to hold legal title to, and serve as eligible
lender trustee with respect to, such student loans on behalf of the Issuer;
The Master Servicer and the Administrator are willing to service such
student loans and to undertake certain administrative responsibilities with
respect thereto;
The Issuer proposes to issue Notes secured by such student loans; and
The parties are entering into this Transfer and Servicing Agreement to
document their respective obligations with respect to the student loans and the
Notes;
NOW THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties agree, intending to be legally bound, as
follows:
ARTICLE I
DEFINITIONS
In addition to the definitions set forth in the Standard Terms, the
following provisions shall govern the defined terms set forth below. To the
extent the meanings assigned to the defined terms set forth below are
inconsistent with the meanings assigned to such terms in the Standard Terms, the
meanings assigned herein shall control.
"Administration Fee" means an amount equal to ___% of the Outstanding
Amount of the Notes as of the first day of the initial Collection Period (or
Closing Date with respect to the first Quarterly Payment Date) with respect to
such Quarterly Payment Date.
"Class A Notes" means Notes of the Issuer designated as "Crestar
Student Loan Trust ____, Senior LIBOR Rate Class A Student Loan Asset Backed
Notes."
"Class B Notes" means Notes of the Issuer designated as "Crestar
Student Loan Trust 199_-_, Subordinate LIBOR Rate Class B Student Loan Asset
Backed Notes."
"Closing Date" means _________, ____.
"Cut-off Date" means ____________________________________.
"Guarantee Agency" means ________________________.
"Initial Pool Balance" means $___________, representing the Pool
Balance for the Initial Financed Student Loans set forth on Schedule A as of
the Cut-off Date.
"Interest Accrual Period" means, (i) with respect to the Class A Notes
for any Payment Date, the period beginning on the preceding Payment Date and
ending on the day preceding such Payment Date, except that the first Interest
Accrual Period will begin on the Closing Date; and (ii) with respect to the
Class B Notes for any Quarterly Payment Date, the three preceding Interest
Accrual Periods corresponding to the Class A Interest Accrual Periods for so
long as the Class A Notes are outstanding, and thereafter, an Interest Accrual
Period for the Class B Notes begins on the 25th day of each month (except for
the months in which a Quarterly Payment Date occurs, in which event it begins on
such Quarterly Payment Date), and ends on the day prior to the succeeding
Interest Accrual Period.
"Interest Determination Date" means the date which is both two Business
Days (in New York and Virginia) and two London Banking Days preceding the
related Interest Accrual Period.
"Interest Payment Period" means, (i) with respect to the Class A Notes,
the preceding Interest Accrual Period; and (ii) with respect to the Class B
Notes, the three preceding Interest Accrual Periods.
"Issuer" means Crestar Student Loan Trust ____.
"Notes" means the notes designated as the Issuer's Student Loan
Asset-Backed Notes issued pursuant to the terms of the Master Indenture and the
Terms Supplement and having an original principal amount equal to $__________.
"Payment Date" means the 25th day of each month or if such day is not a
Business Day, the next succeeding Business Day, commencing __________.
"Principal Payment Amount" means, (i) with respect to the Class A
Notes, the amount, if any, by which the Pool Balance as of the last day of the
second Collection Period immediately preceding a Payment Date (or Closing Date,
with respect to the first Payment Date) exceeds the Pool Balance as of the last
day of the immediately preceding Collection Period, and (ii) upon reduction of
the Outstanding Amount of the Class A Notes to zero, the amount by which the
Pool Balance as of the end of the fourth Collection Period immediately preceding
a Quarterly Payment Date exceeds the Pool Balance as of the last day of the
immediately preceding Collection Period (reduced, with respect to the first
Quarterly Payment Date on which principal is to be paid on the Class B Notes, by
the Principal Payment Amount on the Class A Notes on such Quarterly Payment Date
and on the two preceding Payment Dates).
"Quarterly Payment Date" means the Payment Date in each _________ __
____ and _______ commencing _______.
"Rating Agency" means [Fitch, ▇▇▇▇▇'▇ and S&P].
"Reserve Account Initial Deposit" means $___________.
"Servicing Fee" means a quarterly fee in an amount equal to (i) _____%
per annum of the average of the Pool Balance as of the last day of the calendar
quarter and the last day of the immediately preceding calendar quarter (or the
Cut-off Date with respect to the calendar quarter ending ___________), or (ii)
such greater amount upon satisfaction of the Rating Agency Condition.
"Specified Reserve Account Balance" means, with respect to any
Distribution Date, an amount equal to the greater of (i) _____% of the sum of
the Outstanding Amount of the Notes and the Certificate Balance on such Payment
Date, after giving effect to all payments to be made on such date; or (ii)
$_______; provided, however, that such balance shall not exceed the sum of the
aggregate Outstanding Amount of the Notes and the Certificate Balance.
ARTICLE II
CONVEYANCE OF FINANCED STUDENT LOANS
Section 2.1. Conveyance of Financed Student Loans.
(a) As evidenced by a duly executed written assignment in the form of
Exhibit D to the Standard Terms, the Depositor and the Eligible Lender Trustee
on its behalf, hereby contribute, transfer, sell, assign, set over and otherwise
convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse
(subject to the obligations herein):
(i) All right and interest (and, with respect to the Eligible
Lender Trustee, title) in and to the Financed Student Loans listed on
Schedule A to this Agreement (the "Initial Financed Student Loans") and
all obligations of the Obligors thereunder, including all moneys paid
thereunder (other than Interest Subsidy Payments and Special Allowance
Payments payable to the Cut-off Date), and all written communications
received by the Transferor with respect thereto and still retained by
Transferor in accordance with its retention policies (including
borrower correspondence, notices of death, disability or bankruptcy and
requests for deferrals or forbearance), on or after the Cut-off Date;
(ii) all right, title and interest in all funds on deposit from
time to time in the Trust Accounts and in all investments and proceeds
thereof (including all income thereon); and
(iii) the proceeds of any and all of the foregoing.
(b) The purchase price for the Initial Financed Student Loans shall be
an amount equal to $________, payable in immediately available funds on the
Closing Date.
Section 2.2. Assignment and Acknowledgment.
The Depositor and Eligible Lender Trustee on its behalf hereby assign
their rights under the Sales Agreement to the Issuer and the Eligible Lender
Trustee on its behalf. The Depositor and the Eligible Lender Trustee on its
behalf further acknowledge the further assignment of the Sales Agreement to the
Indenture Trustee pursuant to the Indenture.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1. Principal Balance.
The Depositor represents and warrants that the aggregate principal
balance of the Initial Financed Student Loans as of the Cut-off Date was $[ ]
and the accrued interest thereon (other than with respect to Interest Subsidy
Payments and Special Allowance Payments) was $[ ].
Section 3.2. TP Program.
The Servicer shall be permitted to reduce the applicable interest rate
on a TP Loan by up to (i) 1.0% per annum for ▇▇▇▇▇▇▇▇ Loans and Unsubsidized
▇▇▇▇▇▇▇▇ Loans and 0.5% per annum for PLUS Loans, if the Obligor related to such
TP Loan makes 36 consecutive monthly payments of such TP Loan on or prior to the
applicable due dates of such TP Loan, or (ii) such greater percentage upon
satisfaction of the Rating Agency Condition.
Section 3.3. Subservicing Agreements.
(a) The Master Servicer hereby represents and warrants that: (i) as of the
Closing Date it has entered into a Subservicing Agreement with ________ (the
"Subservicing Agreement"); (ii) the Subservicing Agreement requires the Servicer
thereunder to service the Financed Student Loans subject thereto in accordance
in all material respects with all applicable federal and state laws, including
all applicable standards, guidelines and requirements of the Higher Education
Act with respect to Financed FFELP Loans and the HEAL Act with respect to
Financed HEAL Loans.
(b) The Master Servicer hereby represents and warrants that: (i) as of the
Closing Date it has entered into a Subservicing Agreement with ________ (the
"Subservicing Agreement"); (ii) the Subservicing Agreement requires the Servicer
thereunder to service the Financed Student Loans subject thereto in accordance
in all material respects with all applicable federal and state laws, including
all applicable standards, guidelines and requirements of the Higher Education
Act with respect to Financed FFELP Loans.
Section 3.4. Compliance by the Eligible Lender Trustee with Insurance Agreements
with the Secretary of HHS.
[Pursuant to paragraph 5 of the Comprehensive Insurance Contract Health
Education Assistance Loan Program, between _______ and the Secretary of HHS,
dated October 1, 1992 (as amended, the "1992 Insurance Agreement"), paragraph 4
of the Comprehensive Insurance Contract Health Education Assistance Loan
Program, between _______ and the Secretary of HHS, dated October 1, 1993 (as
amended, the "1993 Insurance Agreement"), and Paragraph 6 of the Secondary
Market Insurance Contract Health Education Assistance Loan Program, between the
Transferor and the Secretary of HHS, dated September 27, 1996 (the "1996
Insurance Agreement"), the Eligible Lender Trustee agrees to comply, as if it
were the lender, with the procedures set forth, respectively, in paragraph 3 of
the 1992 Insurance Agreement, paragraphs 1 and 2 of the 1993 Insurance Agreement
and paragraph 6 of the 1996 Insurance Agreement.]
ARTICLE IV
PAYMENTS AND ACCOUNTS
Section 4.1. Payments.
(a) On each Payment Date or Quarterly Payment Date (and with respect to
clause (i)(A) below on each Payment Date while the Class A Notes are
Outstanding, and thereafter, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day), pursuant to the
Administrator's written instructions, the Indenture Trustee will transfer from
the Collection Account the following amounts in the following priority, subject
to Available Funds for the immediately preceding Collection Period or three
Collection Periods, as applicable:
(i) first, to the Expense Account, (A) an amount equal to accrued
and unpaid Consolidation Loan Fees as of the end of the immediately
preceding Collection Period and (B) an amount equal to accrued and
unpaid Transaction Fees payable on a Quarterly Payment Date;
(ii) second, to the Note Payment Account, an amount equal to the
Class Interest Amount for each Class of Notes due on such Payment Date
or Quarterly Payment Date; and
(iii) third, to the Note Payment Account, an amount equal to the
Principal Payment Amount due on such Payment Date or Quarterly Payment
Date and any overdue Principal Payment Amount.
(b) On each Quarterly Payment Date (and with respect to clause (i) below
on each Payment Date while the Class A Notes are Outstanding, and thereafter, on
the 25th day of each month, or if such day is not a Business Day, the next
succeeding Business Day), the Indenture Trustee, pursuant to information
contained in the Administrator's Certificate delivered in accordance with
Section 5.7 of the Standard Terms, will distribute from the Expense Account (in
addition to any amounts transferred from the Reserve Account pursuant to Section
4.2 hereof) the following amounts in the following order of priority:
(i) to the Department of Education, the Consolidation Loan Fees
for the immediately preceding Collection Period and all overdue
Consolidation Loan Fees for any prior Collection Periods;
(ii) to the Master Servicer, the Servicing Fee for the preceding
quarter and all overdue Servicing Fees;
(iii) to the Administrator, the Administration Fee for the preceding
quarter and all overdue Administration Fees;
(iv) to the Indenture Trustee, the Indenture Trustee Fee for the
preceding quarter and all overdue Indenture Trustee Fees; and
(v) to the Eligible Lender Trustee and the Delaware Trustee, the
Eligible Lender Trustee Fee and Delaware Trustee Fee, respectively, for
the preceding quarter and all overdue Eligible Lender Trustee Fees and
Delaware Trustee Fees.
(c) On each Payment Date or Quarterly Payment Date, the Indenture Trustee
will distribute to the Noteholders as of the related Record Date all amounts
transferred to the Note Payment Account pursuant to Section 4.1(a)(ii) and (iii)
and Section 4.1(d) hereof (in addition to any amounts transferred from the
Advance Account) in the following order of priority:
(i) first, to the Class A Noteholders, the Class Interest Amount;
(ii) second, if such Payment Date is a Quarterly Payment Date, to
the Class B Noteholders, the Class Interest Amount;
(iii) third, to the Class A Noteholders, the Principal Payment
Amount (and any overdue Principal Payment Amount) and if such Payment
Date is a Quarterly Payment Date, the Parity Payments, until the
Outstanding Amount of the Class A Notes has been reduced to zero;
(iv) fourth, after the Outstanding Amount of the Class A Notes has
been reduced to zero, if such Payment Date is a Quarterly Payment Date,
to the Class B Noteholders, the remaining Principal Payment Amount
(and any overdue Principal Payment Amount) until the Outstanding
Amount of the Class B Notes has been reduced to zero; and
(v) fifth, if such Payment Date is a Quarterly Payment Date,
Carryover Interest due on the Class A Notes and following payment
thereof, Carryover Interest due on the Class B Notes.
(d) On each Quarterly Payment Date, after making any and all required
transfers to the Expense Account and the Note Payment Account pursuant to
Section 4.1(a), the Indenture Trustee will transfer any remaining Available
Funds for the preceding three Collection Periods (and with respect to clause
(ii) below, any amounts in the Reserve Fund in excess of the Specified Reserve
Account Balance) in the following order of priority:
(i) to the Reserve Account, the amount, if any, necessary to
increase the balance thereof to the Specified Reserve Account Balance;
(ii) to the Note Payment Account (for payment on such Quarterly
Payment Date to the Class A Noteholders, and upon payment in full
thereof, to the Class B Noteholders), the Parity Payments, if any, for
such Quarterly Payment Date; and
(iii) to the Note Payment Account (for payment on such Quarterly
Payment Date to the Class A Noteholders, and following payment of all
Carryover Interest due the Class A Noteholders, to the Class B
Noteholders), the amount of any Carryover Interest.
(e) Any remaining Available Funds on a Quarterly Payment Date (other than
amounts representing payments received during such months) will be distributed
by the Indenture Trustee to the Eligible Lender Trustee for deposit into the
Certificate Distribution Account. On such Quarterly Payment Date, the Eligible
Lender Trustee will distribute such amounts to the Certificateholders. All
amounts so distributed will be released from the lien of the Indenture, and will
not thereafter be available to pay principal or interest (or Carryover Interest)
on the Notes. The Depositor shall have the right, at its option, to transfer and
assign, in whole or in part, its right to receive any amounts required to be
paid to it pursuant to this subsection (e).
(f) Notwithstanding the foregoing, if (x) on any Payment Date following
all distributions to be made on such Payment Date, the Outstanding Amount of the
Class A Notes would exceed the sum of the Pool Balance at the end of the
immediately preceding Collection Period plus the aggregate balance on deposit in
the Trust Accounts on such Payment Date following such distributions, or (y) an
Event of Default has occurred with respect to payment of the Notes, the Class
Interest Amount shall not be payable on the Class B Notes until after payment of
the Principal Payment Amount to the Class A Noteholders.
(g) All distributions made to the Noteholders of a Class or the
Certificateholders on each Payment Date shall be made on a pro rata basis among
the Noteholders of such Class and Certificateholders of record as of the related
Record Date based upon the Outstanding Amount of such Class (or, with respect to
payments of principal on such Class of Notes, the applicable Principal Factor
with respect to such Class) or percentage interest of Certificates so owned.
(h) If the amount of Available Funds on any Payment Date or Quarterly
Payment Date is insufficient to pay in full the Principal Payment Amount on such
Payment Date or Quarterly Payment Date, the difference will be carried over to
be paid on succeeding Payment Dates or Quarterly Payment Dates. The failure to
pay the full Principal Payment Amount on any Class on any Payment Date or
Quarterly Payment Date will not result in an Event of Default until the Legal
Final Maturity of such Class of Notes.
Section 4.2. Reserve Account.
(a) On the Closing Date, the Depositor shall deposit the Reserve Account
Initial Deposit into the Reserve Account.
(b) If the amount on deposit in the Reserve Account on any Quarterly
Payment Date (after giving effect to all deposits or withdrawals therefrom on
such Quarterly Payment Date) is greater than the then applicable Specified
Reserve Account Balance, the Administrator shall instruct the Indenture Trustee
in writing to withdraw such excess from the Reserve Account and
(i) to deposit into the Note Payment Account, an amount equal to
the lesser of such excess and the amount, if any, described in Section
4.1(d)(ii) and (iii) for such Payment Date (to the extent not otherwise
paid to the Note Payment Account on such Payment Date);
(ii) to deposit into the Note Payment Account the lesser of such
excess (after giving effect to clause (i) above) and any amounts
required to be paid by the Depositor or the Master Servicer pursuant to
Sections 3.2 or 5.5 of the Standard Terms as a result of breaches of
representations, warranties and agreements made in Sections 3.1, 5.1
through 5.4, 7.1 or 8.1 of the Standard Terms to the extent the
Depositor or the Master Servicer, as the case may be, has not made such
payments within the required time period; and
(iii) to distribute the remaining amount of such excess (after
giving effect to clauses (i) and (ii) above) to the Depositor.
Amounts properly distributed pursuant to this paragraph (b) shall be
deemed released from the Trust Estate and the security interest therein granted
to the Indenture Trustee, and the Depositor shall in no event thereafter be
required to refund any such distributed amounts. The Depositor shall have the
right, at its option, to transfer and assign, in whole or in part, its right to
receive any amounts required to be paid to it pursuant to clause (iii).
(c) Following the payment in full of the aggregate Outstanding Amount of
the Notes and of all other amounts owing or to be distributed hereunder or under
the Indenture or the Trust Agreement to Noteholders, Certificateholders, the
Master Servicer or the Administrator and the termination of the Trust, any
amount remaining on deposit in the Reserve Account shall be distributed to the
Depositor. The Depositor shall in no event be required to refund any amounts
properly distributed pursuant to this Section 4.2(c).
(d) (i) If on any Quarterly Payment Date (and with respect to Section
4.1(b)(i) hereof, the 25th day of each month, or if such day is not a Business
Day the next succeeding Business Day), any amounts to be distributed as
calculated pursuant to Section 4.1(b)(i)-(v) hereof exceed the amount on deposit
in the Expense Account available for such purposes, the Administrator shall
instruct the Indenture Trustee to withdraw from the Reserve Account the lesser
of such excess and the amount on deposit in the Reserve Account (after giving
effect to each withdrawal in the order specified in Section 4.1(b) (i)-(v))
hereof and deposit such withdrawn amount in the Expense Account for distribution
as provided in Section 4.1 hereof;
(ii) If the Class Interest Amount for all Classes of Notes and the
Principal Payment Amount for a Payment Date or Quarterly Payment Date
exceeds the amount in the Note Payment Account for such Payment Date or
Quarterly Payment Date available for such purposes, the Administrator
shall instruct the Indenture Trustee to withdraw from the Reserve
Account an amount equal to the lesser of such excess and the amount on
deposit in the Reserve Account (after giving effect to paragraph (d)(i)
above), and deposit such withdrawn amount into the Note Payment Account
for distribution as provided in Section 4.1 hereof; and.
(iii) If the Certificateholders' Distribution Amount for a Quarterly
Payment Date exceeds the amount for such Quarterly Payment Date
available for such purposes, the Administrator shall instruct the
Indenture Trustee on such Quarterly Payment Date to withdraw from the
Reserve Account an amount equal to the lesser of such excess and the
amount on deposit in the Reserve Account (after giving effect to
paragraphs (d)(i) and (d) (ii) above), and to deposit such withdrawn
amount in the Certificate Distribution Account for distribution as
provided in Section 4.1 hereof.
Section 4.3. Determination of LIBOR.
The Master Servicer shall calculate One-Month LIBOR on each Interest
Determination Date and shall notify the Eligible Lender Trustee and the
Indenture Trustee of One-Month LIBOR. The determination by the Master Servicer
of One-Month LIBOR shall (in the absence of manifest error) be final and binding
upon all parties.
ARTICLE V
TERMINATION
Section 5.1. Termination.
The Trust shall be terminated on the earlier of (i) the maturity or
other liquidation of the last Financed Student Loan and the disposition of any
amount received upon liquidation of any Financed Student Loans, and (ii) the
payment of the Noteholders and Certificateholders of all amounts required to be
paid to them in accordance with this Transfer and Servicing Agreement.
Section 5.2. Optional Purchase of Financed Student Loans.
As of the last day of any Collection Period immediately preceding a
Quarterly Payment Date as of which the then outstanding Pool Balance is __% or
less of the Initial Pool Balance, the Depositor shall have the option to
purchase the Indenture Trust Estate, other than the Trust Accounts. To exercise
such option, the Depositor shall deposit in the Collection Account pursuant to
Section 4.1 hereof an amount equal to the aggregate Purchase Amount for the
Financed Student Loans and the related rights with respect thereto, plus the
appraised value of any such other property held by the Trust, such value to be
determined by an appraiser mutually agreed upon by the Depositor, the Eligible
Lender Trustee and the Indenture Trustee, and shall succeed to all interests in
and to the Trust; provided, however, that the Depositor may not effect such
purchase if the aggregate Purchase Amount to be so deposited in the Collection
Account does not equal or exceed an amount equal to the sum of (x) the unpaid
principal balance of the Notes plus accrued and unpaid interest thereon at the
related Class Interest Rate to the last day of the Interest Accrual Period
preceding the applicable Quarterly Payment Date, (y) unpaid Transaction Fees, if
any, and (z) transaction costs of the Indenture Trustee and Eligible Lender
Trustee with respect to the purchase.
Section 5.3. Auction of Financed Student Loans.
Any Financed Student Loans remaining in the Trust as of _________,
______ will be offered for sale by the Indenture Trustee on or prior to the
_________ Payment Date. The Depositor, its Affiliates and unrelated third
parties may offer bids to purchase such Financed Student Loans on or prior to
such Payment Date. The Trustee shall notify each Servicer of the auction and
invite each Servicer to submit a bid. If at least two bids are received, the
Indenture Trustee will accept the highest bid equal to or in excess of (a) the
unpaid Transaction Fees, if any, and the transaction costs of the Indenture
Trustee and Eligible Lender Trustee with respect to such auction, and (b) the
greater of (i) the aggregate Purchase Amounts of such Financed Student Loans as
of the end of the Collection Period immediately preceding such Payment Date or
(ii) an amount that would be sufficient to (x) reduce the Outstanding Amount of
the Notes on such Payment Date to zero and (y) pay to the Noteholders the
related Class Interest Amounts payable on such Payment Date. If at least two
bids are not received or the highest bid is not equal to or in excess of the
foregoing amount, the Indenture Trustee will not consummate such sale. The
proceeds of any such sale will be used to redeem any Outstanding Notes on such
Payment Date. The proceeds of any sale will be applied in the order and priority
set forth in 4.1 hereof. If the sale is not consummated in accordance with the
foregoing, the Indenture Trustee may, but shall not be under any obligation to,
solicit bids to purchase the Financed Student Loans on future Payment Dates upon
terms similar to those described above.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Limitation on Subsequent Financed Student Loans.
(a) The aggregate amount of Subsequent Financed Student Loans that are
Consolidated Loans or HEAL Consolidation Loans shall not exceed
$________________.
(b) The aggregate amount of Subsequent Financed Student Loans that are
Serial Loans shall not exceed $_________________.
Section 6.2. Schedules.
Schedules A and B are attached hereto and incorporated by
reference.
Section 6.3. Amendment of Standard Terms.
Not applicable.
IN WITNESS WHEREOF, the parties hereto have caused this Transfer and
Servicing Agreement to be duly executed by their respective officers as of the
day and year first above written.
CRESTAR SECURITIZATION, LLC
By: Crestar SP Corporation, its Manager
By: __________________________________
Name: ___________________________
Title: __________________________
______________________________________,
as Eligible Lender Trustee, not in its
individual capacity but solely as
Eligible Lender Trustee on behalf of
the Depositor
By: __________________________________
Name: ___________________________
Title: __________________________
CRESTAR STUDENT LOAN TRUST ____-__
By: __________________________________,
not in its individual capacity but
solely as Eligible Lender Trustee
on behalf of the Issuer
CRESTAR BANK
Master Servicer and Administrator
By: __________________________________
Name: ____________________________
Title: ___________________________
Acknowledged as of the day
and year first above written:
BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Indenture Trustee
By: ______________________________
Name: ____________________
Title: Vice President
SCHEDULE A
TO THE
TRANSFER AND SERVICING AGREEMENT
Schedule of Financed Student Loans
SCHEDULE B
TO THE
TRANSFER AND SERVICING AGREEMENT
Location of Financed Student Loan Files
Name of subcustodian Location of Related Financed Student Loan Files
