EXHIBIT 99.7
EXECUTED VERSION
CUSTODY AGREEMENT
This CUSTODY AGREEMENT (this "Agreement"), dated as of June 15, 2005, by
and among SLC Student Loan Trust 2005-1 (the "Issuer"), Citibank, N.A., as
eligible lender trustee on behalf of the Issuer (the "Eligible Lender Trustee"),
Wachovia Bank, National Association, as indenture trustee (the "Indenture
Trustee"), and Citibank USA, National Association, a national banking
association (the "Custodian" and, together with the Issuer, the Eligible Lender
Trustee and the Indenture Trustee, the "Parties").
W I T N E S S E T H:
WHEREAS, the Issuer and the Eligible Lender Trustee desire to retain and
employ the Custodian to act, and the Custodian is willing to act, as custodian
of certain Student Loan Notes (defined below) for the benefit of the Indenture
Trustee on behalf of the Noteholders and various other secured parties described
in the Indenture (defined below) (collectively, the "Secured Parties"); and
WHEREAS, the Parties desire to set forth the Custodian's duties as
custodian.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the Parties agree as follows:
1. Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in
Appendix A to the Indenture, dated as of June 15, 2005 (as may be amended,
supplemented or otherwise modified from time to time, the "Indenture"), among
the Issuer, the Eligible Lender Trustee, the Indenture Trustee and Citibank,
N.A., as indenture administrator (the "Indenture Administrator"), which also
contains rules as to usage that shall be applicable herein.
2. The Issuer or the Eligible Lender Trustee on behalf of the Issuer or
one of their respective affiliates shall, from time to time, deliver to the
Custodian certain student loan notes and other related documents (collectively,
the "Student Loan Notes"), which such Student Loan Notes shall, from time to
time, be (i) transferred and assigned by The Student Loan Corporation to SLC
Student Loan Receivables I, Inc. (the "Transferor") or the Eligible Lender
Trustee on behalf of the Transferor and by the Transferor or the Eligible Lender
Trustee on behalf of the Transferor to the Issuer or the Eligible Lender Trustee
on behalf of the Issuer and (ii) transferred by the Issuer or the Eligible
Lender Trustee on behalf of the Issuer to the Indenture Trustee in connection
with the financing of such Student Loan Notes, as set forth in the Indenture.
The Issuer does hereby retain and employ the Custodian as custodian for the
purpose of maintaining an account on the Indenture Trustee's behalf (for the
benefit of the Noteholders and other Secured Parties) and holding therein such
Student Loan Notes as shall be received by the Custodian from the Issuer or the
Eligible Lender Trustee. The Student Loan Notes will be held by the Custodian in
a locked secure place in the offices of the Custodian.
3. The Custodian shall provide a receipt upon delivery of the Student Loan
Notes and will provide a report of any discrepancies to the Issuer, the
Indenture Trustee and the Indenture Administrator within five (5) business days
after delivery.
4. The Custodian shall not release any Student Loan Notes except with the
written consent of the Indenture Trustee or the Indenture Administrator (or such
other person or persons designated by the Indenture Trustee to the Custodian in
writing from time to time). Upon an appropriate receipt of such written
instructions for each withdrawal, the Custodian shall deliver the withdrawn
Student Loan Notes to the Indenture Trustee (or as otherwise instructed by the
Issuer with the written consent of the Indenture Trustee or the Indenture
Administrator).
5. No modification of this Agreement shall be valid unless made by written
agreement, executed and approved by the Parties. This Agreement may be amended
at any time, in such manner as may be mutually agreed upon in writing by the
Parties, and may be terminated (i) by the Custodian at any time by delivery of
thirty (30) days written notice thereof to the Parties, or (ii) by the Indenture
Trustee, upon thirty (30) days written notice to the Parties; whereupon in
either case, all Student Loan Notes shall be delivered to the Indenture Trustee
(or as otherwise instructed by the Indenture Trustee) upon an appropriate
receipt. This Agreement shall not be terminated by the Issuer without the prior
written consent of the Indenture Trustee and the Custodian (and in the case of
any such termination, all Student Loan Notes shall be delivered to the Indenture
Trustee (or as otherwise instructed by the Indenture Trustee)). In any event,
this Agreement will terminate upon the termination of the Indenture, whereupon
all Student Loan Notes shall be delivered to (or upon the orders of) the Issuer
or the Eligible Lender Trustee.
6. The Custodian may rely absolutely upon the genuineness and
authorization of the signature and purported signature of any person reasonably
believed by it to be an authorized representative of the Indenture Trustee or
the Indenture Administrator, upon any instruction, notice, release, request,
affidavit, or other document delivered to it (to the extent that the delivery of
any such instruction, notice, release, request, affidavit, or other document by
such person is permitted or otherwise within the scope of such person's rights
or duties as set forth in this Agreement), including without limitation any such
document delivered by facsimile transmission.
7. Each of the Parties hereto hereby agrees that the Custodian will be
held harmless from any and all claims, liability, losses, actions, suits, or
proceedings at law or in equity, or any other expenses, fees, or charges of any
character or nature, which it may incur or with which it may be threatened by
reason of its acting as custodian, unless caused by its willful misconduct or
gross negligence in connection therewith, and the Issuer agrees to indemnify the
Custodian against any and all reasonable expenses, including reasonable
attorney's fees and the costs of defending any action, suit, or proceeding, or
resisting any claim. The Issuer's obligations under this Section 6 shall survive
any termination of this Agreement.
8. The Issuer shall pay compensation to the Custodian for its services
hereunder as may be reasonably agreed to from time to time between the Issuer
and the Custodian.
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9. Reasonable expenses incurred by the Custodian in connection with its
services hereunder shall be paid or reimbursed by the Issuer. Reasonable
additional charges may be made by the Custodian for special or extraordinary
services, and shall be paid by the Issuer.
10. All notices and other written communications provided for hereunder
shall be in writing and sent by ordinary mail, registered mail, national
overnight courier service, email, fax, or delivered by hand, shall be sufficient
for the purpose of providing written notice under this Agreement. All such
communications must actually be received to be effective. All such
communications should be directed to the following addresses:
If to the Issuer:
SLC Student Loan Trust 2005-1
c/o Wilmington Trust Company
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
Telephone: (302) 636-6194
Facsimile: (302) 636-4140
If to the Indenture Trustee:
Wachovia Bank, National Association
401 South Tryon Street
Charlotte, North Carolina 28288
Attention: Structured Finance Trust Services
Telephone: (800) 665-9359
Facsimile: (704) 383-2661
If to the Eligible Lender Trustee:
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Structured Finance Agency and Trust -
SLC Student Loan trust 2005-1
Telephone: (800) 422-2066
Facsimile: (212) 816-5527
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If to the Custodian:
Citibank USA, National Association
701 East 60th Street North
Lot 3, Block 3
Building 02/Floor 01/Zone 38
Sioux Falls, South Dakota 57117
Attention: Ruth Christopherson
Telephone: (605) 331-7307
Facsimile: (605) 330-6723
11. This Agreement shall not be assigned to any party without the written
consent of the Parties.
12. Should any section or part of any section of this Agreement be
declared void, invalid, or unenforceable by any court of law for any reason,
such determination shall not render void, invalid, or unenforceable any other
section or other part of any section of this Agreement.
13. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York, without giving effect to principles of
conflicts of law.
14. This Agreement may be executed in counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
15. It is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as trustee of Issuer, in the exercise of
the powers and authority conferred and vested in it, (b) each of the
representations, undertaking and agreements herein made on the part of the
Issuer is made and intended not as a personal representation undertaking or
agreement by Wilmington Trust Company but is made and intended for the purpose
of binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their official seals to be
hereunto affixed and attested as of the date first written above.
SLC STUDENT LOAN TRUST 2005-1,
as Issuer
By: WILMINGTON TRUST COMPANY,
not individually but solely in its
capacity as Owner Trustee
By: /s/ Janel R. Havrilla
--------------------------------------
Name: Janel R. Havrilla
Title: Financial Services Officer
CITIBANK, N.A.,
not in its individual capacity but
solely as Eligible Lender Trustee
By: /s/ Kristen Driscoll
--------------------------------------
Name: Kristen Driscoll
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Patricia O'Neill-Manella
--------------------------------------
Name: Patricia O'Neill-Manella
Title: Vice President
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CITIBANK USA, NATIONAL ASSOCIATION,
as Custodian
By: /s/ Douglas C. Morrison
--------------------------------------
Name: Douglas C. Morrison
Title: Chief Financial Officer /
O&T Finance
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