TERMS SUPPLEMENT
TO THE
MASTER INDENTURE
DATED AS OF _______ __, 1998
BETWEEN
CRESTAR STUDENT LOAN TRUST __________
ISSUER
AND
-----------------------------
INDENTURE TRUSTEE
-----------------------------
DATED AS OF _________________
SECURING
CRESTAR STUDENT LOAN TRUST _________
$-------------
STUDENT LOAN ASSET BACKED NOTES
TABLE OF CONTENTS
PAGE
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ARTICLE I DEFINITIONS..............................................................................................2
ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE.......................................................................3
Section 2.1. Authorization of Notes.......................................................................3
Section 2.2. Purposes.....................................................................................3
Section 2.3. Terms of the Notes...........................................................................4
Section 2.4. Interest.....................................................................................4
Section 2.5. Determination of Interest....................................................................6
ARTICLE III PAYMENTS...............................................................................................7
Section 3.1. Payments of Interest and Principal...........................................................7
Section 3.2. Early Payment................................................................................7
ARTICLE IV MISCELLANEOUS...........................................................................................7
Section 4.1. Adoption of This Terms Supplement............................................................7
Section 4.2. Counterparts. ...............................................................................7
Section 4.3. Indenture Constitutes a Security Agreement...................................................7
Section 4.4. Governing Law................................................................................8
Section 4.5. Ratification of Indenture....................................................................8
EXHIBIT A Form of Senior LIBOR Rate Note
EXHIBIT B Form of Subordinated LIBOR Rate Note
EXHIBIT C Form of Trust Receipt and Certification
SCHEDULE A Schedule of Financed Student Loans
THIS TERMS SUPPLEMENT, dated as of ___________ 1, ____, between CRESTAR
STUDENT LOAN TRUST ______, a Delaware business trust (the "Issuer") acting
through _______________________________, a [national banking association], not
in its individual capacity but solely as eligible lender trustee (the "Eligible
Lender Trustee"), and _____________________, a New York banking corporation duly
established, existing and authorized to accept and execute trusts of the
character herein set out under and by virtue of the laws of the State of New
York, with its principal corporate trust office in New York, New York (the
"Indenture Trustee"), as Indenture Trustee under an Indenture dated as of
_____________, 1998, as may be further amended and supplemented from time to
time (the "Indenture").
PRELIMINARY STATEMENT
Section 2.3 of the Indenture provides, among other things, that the
Issuer, as provided in the Trust Agreement, and the Indenture Trustee may enter
into an indenture supplemental to the Indenture for the purpose of authorizing
the Notes and to specify certain terms of such Notes. The Issuer has duly
authorized the creation of Notes in an aggregate principal amount not to exceed
$___________ to be known as the Issuer's Student Loan Asset Backed Notes (the
"Notes"), and the Issuer and the Indenture Trustee are executing and delivering
this Terms Supplement in order to provide for the Notes.
GRANTING CLAUSES
The Issuer hereby Grants to the Indenture Trustee, for the exclusive
benefit of the Noteholders, all of the Issuer's right, title and interest in and
to (a) the Financed Student Loans listed in the Schedule of Financed Student
Loans (as such Schedule may be amended or supplemented from time to time
including, but not limited to, for purposes of adding any Subsequent Financed
Student Loans acquired by the Trust during the Subsequent Finance Period) 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 (or with respect to the Subsequent Financed Student Loans,
through the applicable Subsequent Cut-off Date)), and all written communications
received from the Transferor with respect thereto (including borrower
correspondence, notices of death, disability or bankruptcy and requests for
deferrals or forbearance), on or after the Cut-off Date (or with respect to the
Subsequent Financed Student Loans, after the applicable Subsequent Cut-off
Date), (b) all funds on deposit from time to time in the Trust Accounts (other
than the Certificate Distribution Account) and in all investments and proceeds
thereof (including all income thereon), (c) the Issuer's right, title and
interest in the Sales Agreement and the Transfer and Servicing Agreement, and
(d) all proceeds of the foregoing, including without limitation any proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property. Such Grants are made, however, in trust, to secure the
Notes, equally and ratably without prejudice, priority or distinction, between
any Note and any other Note by reason of difference in time of issuance or
otherwise, provided, however, that the Class B Notes are subordinated to all
amounts owing on the Class A Notes (other than Carryover Interest) as described
herein, in the Indenture or any other Basic Document; and to secure (i) the
payment of all amounts due on the Notes, as such amounts become due in
accordance with their terms, (ii) the payment of all other sums payable under
the Indenture, this Terms Supplement, or any other Basic Document with respect
to the Notes and (iii) compliance with the provisions of the Indenture, this
Terms Supplement or any other Basic Document with respect to the Notes, all as
provided in the Indenture and this Terms Supplement.
The Indenture Trustee acknowledges such Grant, accepts the trusts
hereunder in accordance with the provisions hereof and of the Indenture and
agrees to perform the duties herein or therein required.
ARTICLE I
DEFINITIONS
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in Exhibit A to the Standard Terms to Transfer and Servicing
Agreement and Article I of the Transfer and Servicing Agreement. Exhibit A to
the Standard Terms to Transfer and Servicing Agreement also contains rules of
usage that shall be applicable herein. Additionally, the following terms shall
be as defined below.
"Authorized Denominations" means, with respect to each Class of Notes,
$50,000 and integral multiples of $1,000 in excess thereof.
"Book-Entry Form" or "Book-Entry System" means a form or system under
which (i) the beneficial right to principal and interest may be transferred only
through a book-entry, (ii) physical securities in registered form are issued
only to a Depository or its nominee as registered owner, with the securities
"immobilized" to the custody of the Depository, and (iii) the book-entry is the
record that identifies the owners of beneficial interests in that principal and
interest.
"Class A Notes" has the meaning set forth in Section 2.1 herein.
"Class B Notes" has the meaning set forth in Section 2.1 herein.
"Class Interest Rate" means with respect to i)" (i) the Class A Notes,
each variable rate of interest per annum borne by the Class A Notes during each
Interest Accrual Period and determined in accordance with the provisions of
Section 2.4 and 2.5 hereof; and ii)" (ii) the Class B Notes, each variable rate
of interest per annum borne by the Class B Notes during each Interest Accrual
Period and determined in accordance with the provisions of Sections 2.4 and 2.5
hereof.
"Directing Notes" means, for so long as the Class A Notes are
Outstanding, the Class A Notes, and thereafter, the Class B Notes.
"Formula Rate" means, (i) with respect to the Class A Notes for any
Interest Accrual Period, One-Month LIBOR as of the related Interest
Determination Date plus ___% per annum and (ii) with respect to the Class B
Notes for any Interest Accrual Period, One-Month LIBOR as of the related
Interest Determination Date plus ___% per annum, but in either case not more
than [18]% per annum.
"Legal Final Maturity" means (i) ____________ with respect to the Class
A Notes, and (ii) _____________ with respect to the Class B Notes.
"Notes" has the meaning set forth in the Preliminary Statement.
"Program Operating Expense Percentage" means a fraction (expressed as a
percentage and calculated as of the end of each calendar quarter by the
Administrator) the numerator of which is the annualized operating expenses of
the Issuer for the calendar month then ended, including, without limitation,
Transaction Fees, and the denominator of which is the Pool Balance as of the
last day of such calendar quarter.
"Sales Agreement" means the agreement of that name by and among the
Transferor, the Depositor and the Eligible Lender Trustee, dated as of _________
1, ____, whereby the Transferor sold the Financed Student Loans to the
Depositor.
"Senior Notes" means the Class A Notes.
"Subordinated Notes" means the Class B Notes.
"Terms Supplement" means this Terms Supplement, as from time to time
amended or supplemented.
"Transfer and Servicing Agreement" means the agreement of that name by
and among the Depositor, the Issuer, the Eligible Lender Trustee, the Master
Servicer and the Administrator, dated as of _____, __, which incorporates by
reference the Standard Terms thereto.
ARTICLE II
AUTHORIZATION, TERMS AND ISSUANCE
SECTION 2.1. AUTHORIZATION OF NOTES.
There is hereby authorized the borrowing of funds, and to evidence such
borrowing there are hereby authorized two Classes of Notes (collectively, the
"Notes"), designated as (i) the "Crestar Student Loan Trust _____ , Senior LIBOR
Rate Class A Student Loan Asset Backed Notes" (the "Class A Notes") in the
aggregate principal amount of $_________, and (ii) the "Crestar Student Loan
Trust ______, Subordinate LIBOR Rate Class B Student Loan Asset Backed Notes"
(the "Class B Notes") in the aggregate principal amount of $_________.
SECTION 2.2. PURPOSES.
The Notes are authorized to finance the acquisition by the Issuer of
Financed Student Loans, and to make deposits to the Trust Accounts required
hereby.
SECTION 2.3. TERMS OF THE NOTES.
(a) The Notes shall be issued in fully registered form, in substantially
the forms set forth in Exhibit A hereof (with respect to the Class A Notes) and
Exhibit B (with respect to the Class B Notes), in each case with such
variations, omissions and insertions as may be required by the circumstances, as
may be required or permitted by the Indenture and this Terms Supplement, or be
consistent with the Indenture and this Terms Supplement and necessary or
appropriate to conform to the rules and requirements of any governmental
authority or any usage or requirement of law with respect thereto.
(b) The Notes may be issued only in Authorized Denominations. The Notes
shall be dated as of the Closing Date. The Notes shall be issued to a Depository
for use in a Book-Entry System in accordance with the provisions of Section 2.14
of the Master Indenture.
(c) Interest on each Note shall accrue on the Outstanding Amount of such
Note until such Note has been paid in full or payment has been duly provided
for, as the case may be, and shall accrue from the later of the Closing Date or
the most recent Payment Date to which interest has been paid or duly provided
for. Each Note shall bear interest at an interest rate determined in accordance
with the provisions and subject to the limitations set forth herein, and
interest on Notes shall be paid for the related Interest Payment Period on each
Payment Date (or on each Quarterly Payment Date in the case of the Class B
Notes).
(d) Principal will be paid on the Notes on each Payment Date (or on each
Quarterly Payment Date in the case of the Class B Notes) in an amount and
priorities set forth in the Transfer and Servicing Agreement and the Indenture.
Each Class of Notes will mature on its Final Legal Maturity.
(e) Except as otherwise set forth in the Indenture and the Transfer and
Servicing Agreement, the rights of the Class B Noteholders to receive payments
of interest shall be subordinated to the prior rights of the Class A Noteholders
to receive all payments of interest to which they are entitled and, after each
Class of Notes has received the full amount of interest to which it is entitled,
the rights of the Class B Noteholders to receive payments of principal shall be
subordinated to the prior rights of the Class A Noteholders to receive all
payments of principal to which they are entitled.
SECTION 2.4. INTEREST.
(a) During the first Interest Accrual Period, the Class A Notes shall bear
interest at ___% per annum, and the Class B Notes shall bear interest at ___%
per annum. Thereafter, each Class of Notes shall bear interest during each
Interest Accrual Period at the lesser of (i) the Formula Rate or (ii) the Net
Loan Rate for such Interest Accrual Period; provided, however, that no
determination of the Net Loan Rate is required to be made on an Interest
Determination Date unless One-Month LIBOR as of the preceding Interest
Determination Date exceeds by more than 100 basis points the average of the bond
equivalent rates of the 91-day Treasury bills auctioned to the preceding
Interest Determination Date during the calendar quarter in which such preceding
Interest Determination Date occurs (or in the case of the initial Interest
Determination Date, the Closing Date).
(b) Interest shall accrue daily on each Class of Notes at the related Class
Interest Rate and shall be computed for the actual number of days elapsed in
such Interest Accrual Period on the basis of a year consisting of 360 days.
(c) If the Class Interest Rate applicable to a Class of Notes for any
Interest Period is the Net Loan Rate, the Master Servicer shall determine the
Carryover Interest with respect to such Class of Notes for such Carryover
Interest Accrual Period. Such Carryover Interest shall bear interest calculated
at the Formula Rate for such Class from the Payment Date for the Interest
Accrual Period with respect to which such Carryover Interest was calculated,
until paid. For purposes of this Terms Supplement, any reference to "principal"
or "interest" herein shall not include within the meaning of such words
Carryover Interest or any interest accrued on any such Carryover Interest. Such
Carryover Interest shall be separately calculated for each Note of such Class by
the Master Servicer during such Interest Period in sufficient time for the
Indenture Trustee to give notice to each Noteholder of such Carryover Interest
as required in the next succeeding sentence. On the Quarterly Payment Date for
an Interest Accrual Period with respect to which such Carryover Interest for a
Class of Notes has been calculated by the Master Servicer, the Indenture Trustee
shall give written notice to each Noteholder of the applicable Class of the
Carryover Interest applicable to each Noteholder's Note of such Class, which
written notice may be included in any other written statement sent by the
Indenture Trustee to such Noteholders, and shall be mailed on such Payment Date
by first-class mail, postage prepaid, to each such Noteholder at such
Noteholder's address as it appears on the registration books maintained by the
Note Registrar.
(d) The Carryover Interest for a Class of Notes shall be paid by the
Indenture Trustee on Outstanding Notes of such Class on the first occurring
Quarterly Payment Date for such Class if and to the extent funds are available
therefor, in accordance with all priorities set forth in the Transfer and
Servicing Agreement. To the extent that any portion of the Carryover Interest
for a Class of Notes remains unpaid after payment of a portion thereof, and
subject to the next sentence below, such unpaid portion of the Carryover
Interest shall be paid in whole or in part as required hereunder until fully
paid by the Indenture Trustee on the next occurring Quarterly Payment Date or
Dates, as necessary, to the extent funds are available therefor in accordance
with all priorities set forth in the Transfer and Security Agreement. Any
Carryover Interest (and any interest accrued thereon) on any Note which is due
and payable on the earlier of the Payment Date on which the Outstanding Amount
of such Class is reduced to zero and the related Legal Final Maturity Date for
such Class shall be paid to the Noteholder thereof on such Legal Final Maturity
to the extent that moneys are available therefor in accordance with the
provisions of this Terms Supplement and the Transfer and Servicing Agreement;
provided, however, that any amount of Carryover Interest with respect to a Class
of Notes remaining after the earlier of the Payment on which the Outstanding
Amount of such Class has been reduced to zero and the distribution of all
Available Funds on the Legal Final Maturity of such Class of Notes, will never
become due and payable and will be discharged as to the applicable Class of
Notes on such date. On any Quarterly Payment Date on which the Indenture Trustee
pays only a portion of the Carryover Interest on a Note of such Class, the
Indenture Trustee shall give written notice in the manner set forth in the
immediately preceding paragraph to the Noteholders of such Note receiving such
partial payment of the Carryover Interest remaining unpaid on such Note.
(e) The failure to pay the aggregate amount of Carryover Interest as a
result of insufficient Available Funds will not result in the occurrence of an
Event of Default.
(f) In the event that the Master Servicer no longer determines, or fails to
determine, when required, the Class Interest Rate with respect to a Class of
Notes, or, if for any reason such manner of determination shall be held to be
invalid or unenforceable by a court of competent jurisdiction, the Class
Interest Rate for the next succeeding Interest Accrual Period for such Class of
Notes shall be determined by the Indenture Trustee provided it is notified in
writing by the Master Servicer on or prior to the Interest Determination Date,
or, if the Indenture Trustee fails to make such determinations, such Class
Interest Rate shall be the Net Loan Rate for such next succeeding Interest
Accrual Period.
(g) In no event shall the cumulative amount of interest paid or payable on
a Class of Notes (including interest calculated as provided herein, plus any
other amounts that constitute interest on the Notes of such Class under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Notes of such Class or related documents) calculated from the
date of issuance of the Notes of such Class through any subsequent day during
the term of the Notes of such Class or otherwise prior to payment in full of the
Notes of such Class exceed the amount permitted by applicable law. If the
applicable law is ever judicially interpreted so as to render usurious any
amount called for under the Notes of such Class or related documents or
otherwise contracted for, charged, reserved, taken or received in connection
with the Notes of such Class, or if the acceleration of the maturity of the
Notes of such Class results in payment to or receipt by the Noteholder or any
former Noteholder of the Notes of such Class of any interest in excess of that
permitted by applicable law, then, notwithstanding any provision of the Notes of
such Class or related documents to the contrary, all excess amounts theretofore
paid or received with respect to the Notes of such Class shall be credited on
the principal balance of the Notes of such Class (or, if the Notes of such Class
have been paid or would thereby be paid in full, refunded by the recipient
thereof), and the provisions of the Notes of such Class and related documents
shall automatically and immediately be deemed reformed and the amounts
thereafter collectible hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
under the Notes of such Class and under the related documents.
SECTION 2.5. DETERMINATION OF INTEREST.
(a) On each Interest Determination Date, the Master Servicer shall
determine the Formula Rate for each Class of Notes that will be applicable to
the Interest Accrual Period immediately following such Interest Determination
Date. In connection therewith, the Master Servicer shall calculate One-Month
LIBOR, and shall notify the Indenture Trustee and the Eligible Lender Trustee in
writing 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. On each Interest Determination Date, the Master Servicer also
shall determine the Net Loan Rate for the related Interest Period when required
pursuant to Section 2.4(a). Based upon such calculations, the Master Servicer
shall determine the Class Interest Rate applicable to each Class of Notes for
the applicable Interest Accrual Period.
(b) The determination of a Class Interest Rate by the Master Servicer or
the Indenture Trustee or any other Person pursuant to the provisions of this
Article II shall be conclusive and binding on the Noteholders of the Class of
Notes to which such Class Interest Rate applies, and the Issuer and the
Indenture Trustee may rely thereon for all purposes.
ARTICLE III
PAYMENTS
SECTION 3.1. PAYMENTS OF INTEREST AND PRINCIPAL.
The Indenture Trustee shall make distributions from and to the several
Trust Accounts in the manner provided for in Article IV of the Transfer and
Servicing Agreement, as such Article may be amended from time to time. All
principal payments of Notes of any Class shall be made pro rata to the
Noteholders of such Class. No later than each Payment Determination Date, the
Master Servicer shall compute the Principal Factor of each Class of Notes for
the upcoming Payment Date and shall notify the Indenture Trustee in writing of
such Principal Factors.
SECTION 3.2. EARLY PAYMENT.
The Notes shall be subject to early repayment upon sale of the
Financed Student Loans as provided in Article V of the Transfer and Servicing
Agreement.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. ADOPTION OF THIS TERMS SUPPLEMENT.
This Terms Supplement is adopted pursuant to the provisions of the
Indenture.
SECTION 4.2. COUNTERPARTS.
This Terms Supplement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
SECTION 4.3. INDENTURE CONSTITUTES A SECURITY AGREEMENT.
This Terms Supplement constitutes a security agreement for the purposes
of the Uniform Commercial Code. The Indenture Trustee hereby appoints
_______________ as custodian of the Financed HEAL Loans solely for the purpose
of maintaining in _________ the instruments evidencing such Financed HEAL loans.
SECTION 4.4. GOVERNING LAW.
This Terms Supplement shall be governed by and construed in accordance
with the laws of the State of New York.
SECTION 4.5. RATIFICATION OF INDENTURE.
As supplemented by this Terms Supplement, the Indenture is in all
respects ratified and confirmed, and the Indenture so supplemented by this Terms
Supplement shall be read, taken and construed as one and the same instrument.
Each addition to and amendment of the Indenture contained herein is solely for
purposes of the Notes. If any term of this Terms Supplement conflicts with any
term of the Indenture, this Terms Supplement shall control for purposes of the
Notes.
IN WITNESS WHEREOF, the parties hereto have caused this Terms
Supplement to be duly executed as of the day and year first above written.
CRESTAR STUDENT LOAN TRUST _____
By: _______________________,
not in its individual capacity but solely
as Eligible Lender Trustee
By: _______________________
Name:
Title: Trust Officer
____________________________, not in its
individual capacity but solely as
Indenture Trustee
By:________________________________
Name:
Title:
COMMONWEALTH OF VIRGINIA, )
) ss:
CITY OF RICHMOND, )
BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared
________________________________, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the said [Assistant] Vice President of
_________________________, not in its individual capacity but solely as Eligible
Lender Trustee of CRESTAR STUDENT LOAN TRUST ______, a Delaware trust, and that
he executed the same as the act of said trust for the purpose and consideration
therein expressed, and in the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
___________.
______________________________
Notary Public in and for
the Commonwealth of Virginia.
[SEAL]
My commission expires:
________________________
STATE OF NEW YORK, )
) ss:
COUNTY OF NEW YORK )
BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared
__________________________________, known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that
the same was the act of the said _______________________, a New York banking
corporation, and that she executed the same as the act of said corporation for
the purpose and consideration therein expressed, and in the capacities therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of ________.
-------------------------------
Notary Public in and for
the State of New York
[SEAL]
My commission expires:
_________________________
EXHIBIT A
[FORM OF SENIOR LIBOR RATE NOTE]
CRESTAR STUDENT LOAN TRUST 1997-1
SENIOR LIBOR RATE CLASS A STUDENT LOAN ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR INTEREST IN CRESTAR
BANK, CRESTAR SECURITIZATION, LLC, _______________, ____________________,
_______________________________________ OR _____________________.
THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.
No. A- _____ $_________
LEGAL CLASS
FINAL DATED INTEREST
Class MATURITY DATE RATE CUSIP
----- -------- ---- ---- -----
A One-Month
LIBOR
[-] [+]
___% as
herein
provided
REGISTERED NOTEHOLDER: CEDE & CO.
CRESTAR BANK STUDENT LOAN TRUST _________, a Delaware business trust
(the "Issuer"), for value received, promises to pay, from the sources herein
described, to the Registered Noteholder identified above, or registered assigns,
upon presentation and surrender hereof at the Corporate Trust Office of
______________________, as Paying Agent, or at the principal office of any
successor or additional Paying Agent, the principal amount identified above on
the Legal Final Maturity identified above, and to pay to the registered owner
hereof, interest and principal hereon in lawful money of the United States of
America at the Class Interest Rate on the dates as provided herein. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings given to such terms in the Indenture dated as of
________________ (the "Master Indenture") and as supplemented by a Terms
Supplement dated as of ________________, (the "Terms Supplement" and, together
with the Master Indenture, the "Indenture") between the Issuer and
_____________________, as Indenture Trustee, as further amended and supplemented
from time to time.
This is one of a duly authorized issue of notes of the Issuer
designated as "Crestar Student Loan Trust ______, Senior LIBOR Rate Class A
Student Loan Asset Backed Notes", in the aggregate principal amount of $ (herein
referred to as the "Class A Notes," and together with the Crestar Student Loan
Trust ______, Subordinate LIBOR Rate Class B Student Loan Asset Backed Notes in
the aggregate principal amount of $_________ (the "Class B Notes"), the "Notes")
issued under the Indenture. The Notes are issued to finance the acquisition of
Financed Student Loans by the Trust, and to make certain deposits into the
Pledged Accounts.
The Notes are secured under the Indenture which, together with certain
other documents, assigns to the Indenture Trustee for the benefit of the
Noteholders all the rights and remedies of the Issuer under certain Financed
Student Loans and rights under various contracts providing for the issuance,
guarantee and servicing of such Financed Student Loans. Reference is hereby made
to the Indenture for the provisions, among others, with respect to the custody
and application of the proceeds of the Notes, the nature and the extent of the
liens and security of the Indenture, the collection and disposition of revenues,
the funds charged with and pledged to the payment of the principal of and the
interest on the Notes, the rights, duties and immunities of the Indenture
Trustee, the rights of the registered owners of the Notes, and the rights and
obligations of the Issuer. By the acceptance of this Note, the registered owner
hereof assents to all of the provisions of the Indenture.
Distributions of principal and interest will made on each Distribution
Date to the holders of this Note in the manner described in the Transfer and
Servicing Agreement.
The rate of interest on the Class A shall be determined in accordance
with the Terms Supplement.
If an Event of Default as defined in the Indenture occurs, the
principal of and interest on all Notes issued under the Indenture may be
declared due and payable upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture and the rights and obligations
of the Issuer, the Indenture Trustee and the Noteholder hereof may be modified
or amended in the manner and subject to the conditions set forth in the
Indenture.
The holder of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Indenture.
The transfer of this Note may be registered only upon surrender hereof
to the Indenture Trustee together with an assignment duly executed by the
registered owner or its attorney or legal representative in such form as shall
be satisfactory to the Indenture Trustee. Upon any such registration of transfer
of this Note and subject to the payment of any fees and charges as provided by
the Indenture, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver in exchange for this Note a new Note or Notes
registered in the name of the transferee, in any denomination or denominations
authorized by the Indenture, of the same maturity and in an aggregate principal
amount equal to the unredeemed principal amount of this Note and bearing the
same interest as this Note.
In any case where the date fixed for the payment of principal of or
interest on this Note shall not be a Business Day, then payment of such
principal or interest need not be made on such date but may be made on the next
succeeding Business Day with the same force and effect as if made on the date
fixed for the payment thereof.
This Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been manually signed by the Indenture Trustee.
IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in
its name by the manual or facsimile signature of an Authorized Officer.
CRESTAR STUDENT LOAN TRUST ________
By: __________________________________,
not in its individual capacity but
solely as Eligible Lender Trustee
By: _______________________________________
Its Authorized Officer
CERTIFICATE OF AUTHENTICATION
This Note is one of the Class A Notes designated in and issued under
the provisions of the within mentioned-Indenture.
- -----------------------
New York, New York, as
Indenture Trustee
By:___________________________
Authorized Representative
Date of Authentication:
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto ______________________, the within Note and irrevocably appoints
________________________, attorney-in-fact, to transfer the within Note on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: ____________ _____________________________
NOTICE: The signature to Signature Guaranteed:
this assignment must
correspond with the name as _____________________________
it appears upon the face of
the within Note in every
particular, without any
alteration whatsoever.
Name and Address: ___________________________
Tax Identification Number or
Social Security Number(s): __________________________
EXHIBIT B
[FORM OF SUBORDINATE LIBOR RATE NOTE]
CRESTAR STUDENT LOAN TRUST _______________
SUBORDINATE LIBOR RATE CLASS B STUDENT LOAN ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR INTEREST IN CRESTAR
BANK, CRESTAR SECURITIZATION LLC _______________, ___________________,
___________________ OR ________________________.
THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.
No. B-_______ $_______
LEGAL CLASS
FINAL DATED INTEREST
Class MATURITY DATE RATE CUSIP
----- -------- ---- ---- -----
B One-Month
Libor +_____%
as herein
provided
REGISTERED NOTEHOLDER: CEDE & CO.
CRESTAR BANK STUDENT LOAN TRUST ______, a Delaware business trust (the
"Issuer"), for value received, promises to pay, from the sources herein
described, to the Registered Noteholder identified above, or registered assigns,
upon presentation and surrender hereof at the Corporate Trust Office of
_____________________, as Paying Agent, or at the principal office of any
successor or additional Paying Agent, the principal amount identified above on
the Legal Final Maturity identified above, and to pay to the registered owner
hereof, interest and principal hereon in lawful money of the United States of
America at the Class Interest Rate on the dates as provided herein. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings given to such terms in the Indenture dated as of
________________ (the "Master Indenture"), as supplemented by the Terms
Supplement dated as of ________________, (the "Terms Supplement" and, together
with the Master Indenture, the "Indenture") between the Issuer and
_____________________, as Indenture Trustee, as further amended and supplemented
from time to time.
This is one of a duly authorized issue of notes of the Issuer
designated as "Crestar Student Loan Trust ______, Subordinate LIBOR Rate Class B
Student Loan Asset Backed Notes", in the aggregate principal amount of
$_________ (herein referred to as the "Class B Notes," and together with the
Crestar Student Loan Trust ______, Senior LIBOR Rate Class A Student Loan Asset
Backed Notes in the aggregate principal amount of $___________, the "Notes")
issued under the Indenture. The Notes are issued to finance the acquisition of
Financed Student Loans by the Trust, and to make certain deposits into the
Pledged Accounts.
The Notes are secured under the Indenture which, together with certain
other documents, assigns to the Indenture Trustee for the benefit of the
Noteholders all the rights and remedies of the Issuer under certain Financed
Student Loans and rights under various contracts providing for the issuance,
guarantee and servicing of such Financed Student Loans. Reference is hereby made
to the Indenture for the provisions, among others, with respect to the custody
and application of the proceeds of the Notes, the nature and the extent of the
liens and security of the Indenture, the collection and disposition of revenues,
the funds charged with and pledged to the payment of the principal of and the
interest on the Notes, the rights, duties and immunities of the Indenture
Trustee, the rights of the registered owners of the Notes, and the rights and
obligations of the Issuer. By the acceptance of this Note, the registered owner
hereof assents to all of the provisions of the Indenture.
DISTRIBUTIONS OF INTEREST AND PRINCIPAL ON THE CLASS B NOTES
ARE SUBORDINATED IN PRIORITY OF PAYMENT TO DISTRIBUTIONS OF INTEREST AND
PRINCIPAL ON THE CLASS A NOTES AS DESCRIBED IN THE TERMS SUPPLEMENT AND THE
TRANSFER AND SERVICING AGREEMENT.
Distributions of principal and interest on this Class B Note will made
on each Quarterly Distribution Date to the holders of this Class B Note in the
manner described in the Transfer and Servicing Agreement.
The rate of interest on the Class B Notes shall be determined in
accordance with the Terms Supplement.
If an Event of Default as defined in the Indenture occurs, the
principal of and interest on all Notes issued under the Indenture may be
declared due and payable upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture and the rights and obligations
of the Issuer, the Indenture Trustee and the Noteholder hereof may be modified
or amended in the manner and subject to the conditions set forth in the
Indenture.
The holder of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Indenture.
The transfer of this Note may be registered only upon surrender hereof
to the Indenture Trustee together with an assignment duly executed by the
registered owner or its attorney or legal representative in such form as shall
be satisfactory to the Indenture Trustee. Upon any such registration of transfer
of this Note and subject to the payment of any fees and charges as provided by
the Indenture, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver in exchange for this Note a new Note or Notes
registered in the name of the transferee, in any denomination or denominations
authorized by the Indenture, of the same maturity and in an aggregate principal
amount equal to the unredeemed principal amount of this Note and bearing the
same interest as Note.
In any case where the date fixed for the payment of principal of or
interest on this Note shall not be a Business Day, then payment of such
principal or interest need not be made on such date but may be made on the next
succeeding Business Day with the same force and effect as if made on the date
fixed for the payment thereof.
It is hereby certified, recited and declared that all acts, conditions
and things required to have happened, to exist and to have been performed
precedent to and in the execution and delivery of the Indenture and issuance of
this Note have happened, do exist and have been performed in due time, form and
manner as required by law.
This Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been manually signed by the Indenture Trustee.
IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in
its name by the manual or facsimile signature of an Authorized Officer.
CRESTAR STUDENT LOAN TRUST ______
By: _______________________________, not in its
individual capacity but solely as Eligible Lender Trustee
By: _____________________________________
Its Authorized Officer
CERTIFICATE OF AUTHENTICATION
This Note is one of the Class B Notes designated in and issued under
the provisions of the within mentioned Indenture.
- ---------------------------
New York, New York, as
Indenture Trustee
By: ____________________________
Authorized Representative
Date of Authentication:
- --------------------------------
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto ___________________, the within Note and irrevocably appoints
____________________, attorney-in-fact, to transfer the within Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated: ____________ _____________________________
NOTICE: The signature to Signature Guaranteed:
this assignment must
correspond with the name as _____________________________
it appears upon the face of
the within Note in every
particular, without any
alteration whatsoever.
Name and Address: ___________________________
Tax Identification Number or
Social Security Number(s): __________________________
EXHIBIT C
TRUST RECEIPT AND CERTIFICATION
- -------------------------
- -------------------------
New York, New York 10006
Re: The Indenture between Crestar Student Loan Trust ______ an
______________, dated as of ________________ , as
Supplemented by a Terms Supplement, dated as of ____________.
Ladies and Gentlemen:
In accordance with the provisions of Section 4.3 of the
above-referenced Terms Supplement, the undersigned, as Custodian, hereby
certifies as to each HEAL Loan in the Schedule of Financed Student Loans that it
has received the original HEAL Note relating thereto. The Custodian makes no
representations as to and shall not be responsible to verify (i) the validity,
legality, enforceability, sufficiency, due authorization or genuineness of any
of the documents contained in each custodial file or of any of the HEAL Loans,
or (ii) the collectibility, insurability, effectiveness or suitability of any
such HEAL Loan.
The Custodian hereby confirms that it is holding the HEAL Notes as
agent and bailee of, and custodian for the exclusive use and benefit, and
subject to the sole direction, of the Indenture Trustee pursuant to the terms
and conditions of the Indenture. The Custodian agrees to hold such HEAL Notes
continuously in the ____________________________, without the prior approval of
______________________.
This Trust Receipt and Certification is not divisible or negotiable.
Capitalized terms used herein shall have the meaning ascribed to them
in the Indenture.
-------------------------------------
-------------------------------------,
Custodian
By:_________________________________________
Name:________________________________________
Title:_______________________________________