EXHIBIT 99.6
EXECUTED VERSION
SUB-ADMINISTRATION AGREEMENT
This Sub-Administration Agreement (the "Agreement") is made as of the 15th
day of June, 2005 between CitiMortgage, Inc., having a place of business at 1000
Technology Drive, O'Fallon, Missouri 63304 (the "Sub-Administrator"), and The
Student Loan Corporation, a Delaware corporation having a place of business at
99 Garnsey Road, Pittsford, New York 14534 (the "Administrator").
WHEREAS, in connection with a certain securitization transaction that
involves the securitization of student loans (the "Transaction"), SLC Student
Loan Trust 2005-1 (the "Issuer") is issuing (i) five classes of its Student Loan
Asset-Backed Notes (collectively, the "Notes") pursuant to an Indenture, dated
as of June 15, 2005 (the "Indenture") among the Issuer, Wachovia Bank, National
Association, not its individual capacity but solely as the indenture trustee
(the "Indenture Trustee"), Citibank, N.A., not in its individual capacity but
solely as the indenture administrator (the "Indenture Administrator"), and (ii)
a Trust Certificate (the "Trust Certificate") pursuant a certain Short-Form
Trust Agreement dated as of June 1, 2005, and as amended and restated as of June
15, 2005 (the "Trust Agreement") between SLC Student Loan Receivables I, Inc.
and Wilmington Trust Company, not in its individual capacity but solely as owner
trustee under the Trust Agreement; and
WHEREAS, the Issuer has entered into certain agreements in connection with
the issuance of the Notes and the Trust Certificate, and
WHEREAS, pursuant to certain documentation for the Transaction, the Issuer
is required to perform certain duties in connection with (a) the Notes and the
collateral therefore pledged pursuant to the Indenture and (b) the Trust
Certificate pursuant to the Trust Agreement; and
WHEREAS, the Issuer desires to have the Administrator perform certain of
the duties of the Issuer referred to in the preceding clause, and to provide
such additional services ("Administration Agreement Services") consistent with
an Administration Agreement dated as of the date hereof between the Issuer and
the Administrator ("Administration Agreement"); and
WHEREAS, the Administrator desires the Sub-Administrator to perform
certain of the Administration Agreement Services to be performed by the
Administrator under the Administration Agreement; and
WHEREAS, all terms used herein and not otherwise defined shall have the
meaning set forth in the Indenture.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Services to Be Performed. The Sub-Administrator shall perform the services
described in Exhibit A (the "Services") as an independent contractor on a
non-exclusive basis. Unless stated explicitly, nothing contained herein
shall be deemed to create any partnership, joint venture, or relationship
of principal and agent between the parties hereto or any of their
affiliates or subsidiaries, or to provide either party with any right,
power or authority, whether express or implied, to create any such duty or
obligation on behalf of the other party. Such Services shall be rendered
in a professional manner and shall meet acceptable quality measurements,
performance levels, and other industry standards or as otherwise agreed to
by the parties hereto from time to time.
2. Fees and Expenses. As compensation for the Services, the Administrator
shall pay to the Sub-Administrator the service fees set forth in Exhibit B
to this Agreement. All service fees represent the fair value of the
Services. Service fees shall be netted from the primary service fees
payable to Administrator under the Administration Agreement and shall be
remitted to Sub-Administrator by the Indenture Administrator at the times
that the Indenture Administrator remits such primary service fees to
Administrator. All invoices submitted to the Administrator shall itemize
the Services provided and the actual fees charged.
3. Term and Termination. This Agreement shall commence on the date set forth
above and shall continue in full force and effect, until the earlier to
occur of the following: (a) the date which is ninety (90) days following
the date on which either party provides the other with prior notice in
writing of its intent to terminate this Agreement or (b) date on which the
obligations of the Administrator to the Issuer under the Administration
Agreement terminate.
4. Compliance with Laws. Each party hereto agrees that it shall comply with
all applicable federal, state and local laws, ordinances, codes and
regulations in the performance of its obligations or receipt of Services
pursuant to this Agreement, including but not limited to obtaining the
necessary permits and certificates where required, and complying with all
applicable laws and executive orders relating to equal opportunity or
non-discrimination as applicable. If at any time during the term of this
Agreement, a party is informed or information comes to its attention that
it is or may be in violation of any law or regulation (or if it is so
determined by any court, tribunal or other authority), that party shall
immediately take all appropriate steps to remedy such violation and comply
with such law or regulation, in all respects. Further, each party shall
establish and maintain all proper records (particularly, but not limited
to, accounting records) required by any law, regulation or policy
applicable to it from time to time.
5. Audit. Administrator shall have the right, during normal business hours,
to inspect Sub-Administrator's books and records in order to verify the
amount and calculation of fees pursuant to this Agreement.
Sub-Administrator shall keep adequate records of its Services hereunder.
Each party shall pay its own respective costs and expenses in connection
with this provision.
6. Indemnification. (a) Each party to this Agreement shall indemnify and hold
harmless the other party and any of its directors, officers, employees,
agents and subcontractors from and against any action or threatened
action, suit or proceeding arising out of or as a result of, the
indemnifying party's performance under this Agreement and against any and
all claims, expenses, losses or damages (including reasonable attorneys'
fees) that result from the actions or inaction of the indemnifying party.
Without limiting the foregoing, in no event shall a party to this
Agreement be obligated for any claims, expenses, losses, or damages
resulting from the negligence or willful acts or omissions of the other
party, its agents, employees or subcontractors.
(b) Each party seeking indemnification under this Agreement shall (i) give
prompt written notice to the indemnifying party as to the existence of the
indemnifiable claim, (ii) provide such information, cooperation and
assistance as may reasonably be necessary for the defense of such action
or claim, and (iii) grant full authority to the indemnifying party to
defend or settle such action or claim. A party seeking indemnification
shall not compromise or settle any action or claim without the reasonable
consent of the indemnifying party.
7. Confidentiality. The Administrator and the Sub-Administrator agree that
all information provided pursuant to this Agreement by each party to the
other party is confidential and proprietary information of the disclosing
party. No party shall use any information provided by the other party for
any purpose other than as permitted or required for performance under this
Agreement, or as otherwise agreed to between the parties. Each party
agrees not to disclose or provide any information provided by the other
party to any third party, without the express written consent of the other
party, with the exception of (i) any affiliate or subsidiary with
employees required to retain the confidentiality of the information; (ii)
employees who have a need to know in the course of performing Services
pursuant to this Agreement, provided that such employees are required to
retain the confidentiality of the information; (iii) subcontractors as
necessary for the Sub-Administrator to deliver Services to the
Administrator under this Agreement, provided that employees of such
subcontractors are required to retain the confidentiality of the
information; and (iv) each party agrees to take all reasonable measures,
including, but not limited to measures taken by each party to safeguard
its own confidential information to prevent disclosure by employees,
agents, or contractors. Nothing provided herein shall prevent any party
from disclosing information to the extent the information (i) is or
hereafter becomes part of the public domain through no fault of that
party; (ii) is rightfully received from a third party without similar
restriction of the third party's rights; (iii) is independently developed
by it; (iv) is disclosed pursuant to requirements of law; or (v) is
already known to it prior to disclosure.
8. Assignment. Neither party may assign any of its rights, obligations, or
responsibilities under this Agreement except with the prior written
consent of the
other, except that either party may assign such rights, obligations or
responsibilities at any time to any of its subsidiaries or affiliates
having reasonably adequate resources to perform the obligations and
undertake the responsibilities under this Agreement on notice to the other
party. All terms and conditions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their successors
and authorized assigns.
9. Corporate Authority; Further Assurances. Each party represents that it has
taken all necessary corporate action to authorize the execution and
consummation of this Agreement. Each party agrees to negotiate in good
faith the execution of such other documents or agreements as may be
necessary or desirable for the implementation of this Agreement and the
effective execution of the transactions contemplated hereby, and will
continue to do so during the term of this Agreement.
10. Notices. All formal notices and other communications under this Agreement,
(including any invoices) shall be sent to the appropriate party at the
following address via overnight delivery service, registered or certified
mail, return receipt requested, electronic mail if acknowledged by the
other party as actually viewed by them, or personal delivery (the parties
may include electronic mail addresses for their respective designated
notice recipient address as desired):
SUB-ADMINISTRATOR:
CitiMortgage, Inc.
1000 Technology Drive
O'Fallon, Missouri 63304
Fax Number: 636-261-1394
Attention: Director-Mortgage Finance
E-mail address: bill.felts@citigroup.com
Additional notice to :
CitiMortgage, Inc.
1000 Technology Drive
O'Fallon, Missouri 63304
Attention: General Counsel
ADMINISTRATOR:
The Student Loan Corporation
750 Washington Blvd., 9th Floor
Stamford, CT 06901
Fax Number: 203-975-6299
Attention: Treasurer
E-mail address: bradley.svalberg@citigroup.com
Additional notice to:
The Student Loan Corporation
750 Washington Blvd., 9th Floor
Stamford, CT 06901
Fax Number: 203-975-6299
Attention: General Counsel
11. Contingency Plan. Sub-Administrator agrees to release the information
necessary to allow Administrator to develop necessary disaster contingency
and continuity of business plans, which will work in concert with
Sub-Administrator's plans.
12. Regulatory. The parties agree that their respective regulators shall have
the right to examine the servicing relationship between the parties
pursuant to this Agreement, along with the records of the Services.
13. Entire Agreement. This Agreement is the sole agreement between the parties
with respect to the provision of the Services, and supersedes all prior
oral or written agreements for the Services. This Agreement may be signed
in counterparts, either in original form or in the form of facsimile
copies, all of which taken together shall constitute one instrument.
14. Amendment. This Agreement, including all Exhibits and Schedules, may be
modified only by a written agreement signed by each of the parties hereto.
Notwithstanding the above, amendments to this Agreement, its exhibits or
schedules, may take the form of electronic communication between the
parties, as provided in the notice provision of this Agreement.
15. Force Majeure. Neither party shall be liable for delays or failure in its
performance hereunder caused by any act of God, war, strike, labor
dispute, work stoppage, fire, act of government, or any other similar
major cause, beyond the control of that party.
16. Severability. If any provision of this Agreement is deemed to be illegal,
invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected, and this Agreement shall continue in full
force and effect.
17. Survival. The provisions of this Agreement which by their sense and
context are meant to survive expiration or sooner termination of this
Agreement shall so survive.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Sub-Administrator and the Administrator have
caused this Agreement to be executed as of the date first written above.
ADMINISTRATOR: SUB-ADMINISTRATOR:
The Student Loan Corporation CitiMortgage, Inc.
By /s/ Bradley Svalberg By /s/ William S. Felts
--------------------------- ---------------------------
(Signature) (Signature)
Bradley Svalberg William S. Felts
Vice President and Treasurer Vice President
- ------------------------------ ------------------------------
(Name and Title) (Name and Title)
ATTACHMENTS:
Exhibit A: Background and Program Summary Regarding the Services
Exhibit B: Pricing
EXECUTED VERSION
EXHIBIT A
Background and Program Summary Regarding Services to be Provided
Each of the parties to this Agreement agree that the following Services shall be
performed by the Sub-Administrator:
1. Prepare Quarterly Investor Reports and provide additional information (to
be specified by Administrator if any) to Administrator for preparation of
the 10-K
2. Put the reports on web-page (hosted by Sub-Administrator) (The report
web-page would be created by Sub-Administrator. Administrator's web-site
www.studentloan.com would link to this page.)
3. Instruct Indenture Administrator to make principal and interest payments
(This implies Sub-Administrator is calculating payments per the waterfall
and is acting as calculation agent. At times Administrator may be involved
in the process if certain payments are discretionary per the Indenture.)
4. Instruct Indenture Administrator to make fee payments. (This would include
an amount to Administrator equal to the monthly rebate fee payable by
Administrator to the Department of Education at an annualized rate of
1.05% on principal of and interest on consolidation loans disbursed on or
after October 1, 1993, or at an annualized rate of 0.62% on consolidation
loans for which consolidation loan applications were received between
October 1, 1998 and January 31, 1999). Administrator will provide the
required information to Sub-Administrator after each month-end.
5. Prepare information for accounting entry's for cash movements and send
information to Administrator
6. Prepare monthly accrual entries and send to Administrator
7. Determine and calculate LIBOR rates for the applicable accrual period
8. Perform any of the other Administration Agreement Services as may be
mutually agreed upon by Administrator and Sub-Administrator in order to
fulfill any of the obligations of Administrator under the Administration
Agreement
Each of the parties to the Agreement agree that the following Administration
Agreement Services shall be performed by the Administrator:
1. Administrator must certify and review all reports per Sarbanes-Oxley, KPMG
requirements, SEC requirements, and Administrator Board requirements.
2. Administrator will prepare and submit 10-K based on annual noteholder
reports (possibly 8-K's also)
3. Federal and state corporate taxes will be prepared by Administrator
4. Administrator will submit report data to Sub-Administrator monthly
(collateral information)
5. On a monthly basis, Administrator will submit cash flow data to
Sub-Administrator for waterfall calculations and P&I payments
6. Prepare 8-K's for the quarterly reporting using information from
Sub-Administrator
7. Prepare annual report for 10-K
8. Prepare and submit Fed Bill quarterly
EXHIBIT B
Pricing
SCHEDULE OF FEES
The Sub-Administrator will receive a Sub-Administration Fee (the
"Sub-Administration Fee"). The Sub-Administration Fee for any month is an amount
equal to 1/12 of 0.01% of the outstanding principal amount of the Trust Student
Loans as of the last day of the preceding calendar month, plus any such amounts
from prior Monthly Servicing Payment Dates that remain unpaid. The
Sub-Administration Fee will be payable by the Indenture Administrator, per the
instructions of the Administrator, to the Sub-Administrator on or about the 15th
day of each month (or, if any such date is not a Business Day, on the next
succeeding Business Day), commencing on or about July 15, 2005.
EXHIBIT C
Service Level Standards
(Intentionally Omitted)