Exhibit 99.4
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SERVICING AGREEMENT
among
SALLIE MAE SERVICING L.P.,
as Servicer
SALLIE MAE, INC.,
as Administrator
SLM PRIVATE CREDIT STUDENT LOAN TRUST 2003-B,
as Issuer
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee
and
JPMORGAN CHASE BANK,
not in its individual capacity
but solely as Indenture Trustee
Dated as of June 27, 2003
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND USAGE
Section 1.01. Definitions and Usage...........................................1
ARTICLE II
THE TRUST STUDENT LOANS
Section 2.01. Custody of Trust Student Loan Files.............................1
Section 2.02. Duties of Servicer as Custodian.................................2
Section 2.03. Maintenance of and Access to Records............................2
Section 2.04. Release of Documents............................................2
Section 2.05. Instructions; Authority To Act..................................3
Section 2.06. [Reserved.].....................................................3
Section 2.07. Effective Period and Termination................................3
ARTICLE III
ADMINISTRATION AND SERVICING OF TRUST STUDENT LOANS
Section 3.01. Duties of Servicer..............................................3
Section 3.02. Collection of Trust Student Loan Payments.......................4
Section 3.03. Realization upon Trust Student Loans............................5
Section 3.04. No Impairment...................................................5
Section 3.05. Purchase of Trust Student Loans; Reimbursement..................5
Section 3.06. Primary Servicing Fee; Carryover Servicing Fee..................6
Section 3.07. Access to Certain Documentation and Information Regarding
Trust Student Loans.............................................6
Section 3.08. Servicer Expenses...............................................7
Section 3.09. Appointment of Subservicer......................................7
Section 3.10. Reports.........................................................7
Section 3.11. Covenants and Agreements of the Issuer, Administrator,
Trustee and Servicer............................................8
Section 3.12. Special Programs................................................8
Section 3.13. Financial Statements............................................9
Section 3.14. Insurance.......................................................9
Section 3.15. Administration Agreement........................................9
Section 3.16. Servicer Optional Purchase......................................9
Section 3.17. Fees to be Charged at Repayment.................................9
ARTICLE IV
THE SERVICER
Section 4.01. Representations of Servicer.....................................9
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Page
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Section 4.02. Indemnities of Servicer........................................11
Section 4.03. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer.......................................11
Section 4.04. Limitation on Liability of Servicer............................12
Section 4.05. Sallie Mae Servicing L.P. Not to Resign as Servicer............12
ARTICLE V
SERVICER DEFAULT
Section 5.01. Servicer Default...............................................13
Section 5.02. Appointment of Successor.......................................14
Section 5.03. Notification to Noteholders....................................15
Section 5.04. Waiver of Past Defaults........................................15
ARTICLE VI
MISCELLANEOUS
Section 6.01. Amendment......................................................15
Section 6.02. Notices........................................................16
Section 6.03. Counterparts...................................................17
Section 6.04. Entire Agreement; Severability.................................17
Section 6.05. Governing Law..................................................18
Section 6.06. Relationship of Parties........................................18
Section 6.07. Captions.......................................................18
Section 6.08. Nonliability of Directors, Officers and Employees of
Servicer, the Trustee, the Indenture Trustee and the
Administrator..................................................18
Section 6.09. Assignment.....................................................18
Section 6.10. Limitation of Liability of Trustee and Indenture Trustee.......18
Appendix
Attachment A Schedule of Fees
Attachment B Locations
Attachment C Reports
Attachment D Back-End Fees
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SERVICING AGREEMENT
This SERVICING AGREEMENT, dated June 27, 2003, is among SALLIE MAE
SERVICING L.P. (the "Servicer"), a Delaware limited partnership, SLM PRIVATE
CREDIT STUDENT LOAN TRUST 2003-B (the "Issuer"), CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its individual capacity but in its capacity as
trustee of the Issuer (the "Trustee"), SALLIE MAE, INC., a Delaware corporation,
as administrator (the "Administrator"), and JPMORGAN CHASE BANK, a New York
banking corporation, not in its individual capacity but in its capacity as
Indenture Trustee (the "Indenture Trustee).
WHEREAS, the Trustee will acquire certain education loans to be held in the
Trust formed pursuant to a trust agreement (the "Trust Agreement"), dated as of
June 1, 2003, between SLM Education Credit Funding LLC and the Trustee;
WHEREAS, the Issuer will issue (i) notes (the "Notes") pursuant to an
indenture, dated as of June 1, 2003 (the "Indenture"), between the Issuer and
the Indenture Trustee, and (ii) an excess distribution certificate (the
"Certificate") pursuant to the Trust Agreement, which Notes are payable from the
assets of the Issuer; and
WHEREAS, the Issuer, the Administrator and the Trustee desire the Servicer
to service education loans in the Trust, and the Servicer is willing to service
said education loans for the Issuer, the Administrator, the Trustee and the
Indenture Trustee.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
Section 1.01. Definitions and Usage. 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 hereto, which also contains
rules as to usage that shall be applicable herein.
ARTICLE II
THE TRUST STUDENT LOANS
Section 2.01. Custody of Trust Student Loan Files. To assure uniform
quality in servicing the Trust Student Loans and to reduce administrative costs,
the Issuer hereby revocably appoints the Servicer, and the Servicer hereby
accepts such appointment, to act for the benefit of the Issuer, the Trustee and
the Indenture Trustee as custodian of the following documents or
instruments (collectively the "Trust Student Loan Files") which are hereby
constructively delivered to the Indenture Trustee, as pledgee of the Issuer with
respect to each Trust Student Loan:
(a) the original fully executed copy of the note evidencing the Trust
Student Loan; and
(b) any and all other documents and computerized records that the Servicer
shall keep on file, in accordance with its customary procedures, relating to
such Trust Student Loan or any obligor with respect thereto.
Section 2.02. Duties of Servicer as Custodian. The Servicer shall hold the
Trust Student Loan Files for the benefit of the Issuer and the Indenture Trustee
and maintain such accurate and complete accounts, records and computer systems
pertaining to each Trust Student Loan File as shall enable the Issuer to comply
with this Agreement. In performing its duties as custodian the Servicer shall
act with reasonable care, using that degree of skill and attention that the
Servicer exercises with respect to the student loan files relating to comparable
student loans that the Servicer services on behalf of SLM Education Credit
Management Corporation and shall ensure that it fully complies with all
applicable Federal and state laws with respect thereto. The Servicer shall take
all actions necessary with respect to the Trust Student Loan Files held by it
under this Agreement and of the related accounts, records and computer systems,
in order to enable the Issuer or the Indenture Trustee to verify the accuracy of
the Servicer's record keeping with respect to the Servicer's obligations as
custodian hereunder. The Servicer shall promptly report to the Issuer, the
Administrator and the Indenture Trustee any material failure on its part to hold
the Trust Student Loan Files and maintain its accounts, records and computer
systems as herein provided and promptly take appropriate action to remedy any
such failure. Nothing herein shall be deemed to require an initial review or any
periodic review by the Issuer, the Trustee or the Indenture Trustee of the Trust
Student Loan Files. If in the reasonable judgment of the Trustee it is necessary
to preserve the interests of the Noteholders and the Trust in the Trust Student
Loans or at the request of the Administrator, the Servicer shall transfer
physical possession of the notes evidencing the Trust Student Loans to the
Trustee, the Indenture Trustee or any other custodian for either of them
designated by the Trustee.
Section 2.03. Maintenance of and Access to Records. The Servicer shall
maintain each Trust Student Loan File at one of its offices specified in
Attachment B to this Agreement or at such other office as shall be consented to
by the Issuer and the Indenture Trustee upon written notice to the Issuer and
the Indenture Trustee. Upon reasonable prior notice, the Servicer shall make
available to the Issuer and the Indenture Trustee, or their respective duly
authorized representatives, attorneys or auditors, a list of locations of the
Trust Student Loan Files and the related accounts, records and computer systems
maintained by the Servicer at such times during normal business hours as the
Issuer or the Indenture Trustee shall instruct.
Section 2.04. Release of Documents. Upon written instruction from the
Indenture Trustee, the Servicer shall release any Trust Student Loan File to the
Indenture Trustee, the Indenture Trustee's agent, or the Indenture Trustee's
designee, as the case may be, at such place or places as the Indenture Trustee
may reasonably designate, as soon as practicable. The Indenture Trustee shall
cooperate with the Servicer to provide the Servicer with access to the
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Trust Student Loan Files in order for the Servicer to continue to service the
Trust Student Loans after the release of the Trust Student Loan Files. In the
event the Servicer is not provided access to the Trust Student Loan Files, the
Servicer shall not be deemed to have breached its obligations pursuant to
Section 3.01, 3.02, 3.03 or 3.04 if it is unable to perform such obligations due
to its inability to have access to the Trust Student Loans Files. The Servicer
shall not be liable for any losses with respect to the servicing of such Trust
Student Loans arising after the release of the related Trust Student Loan Files
to the extent the losses are attributable to the Servicer's inability to have
access to the related Trust Student Loan Files.
Section 2.05. Instructions; Authority To Act. The Servicer shall be deemed
to have received proper instructions with respect to the Trust Student Loan
Files upon its receipt of written instructions signed by a Responsible Officer
of the Indenture Trustee.
Section 2.06. [Reserved.]
Section 2.07. Effective Period and Termination. Sallie Mae Servicing
L.P.'s appointment as custodian shall become effective as of the Closing Date
and shall continue in full force and effect for so long as Sallie Mae Servicing
L.P. shall remain the Servicer hereunder. If Sallie Mae Servicing L.P. or any
successor Servicer shall resign as Servicer in accordance with the provisions of
this Agreement or if all the rights and obligations of Sallie Mae Servicing L.P.
or any such successor Servicer shall have been terminated under Section 5.01,
the appointment of Sallie Mae Servicing L.P. or such successor Servicer as
custodian shall be terminated simultaneously with the effectiveness of such
resignation or termination. On or prior to the effective date of any resignation
or termination of such appointment, the Servicer shall deliver the Trust Student
Loan Files to the successor Servicer, the Indenture Trustee or the Indenture
Trustee's agent, at the direction of the Indenture Trustee, at such place or
places as the Indenture Trustee may reasonably designate. In establishing an
effective date for the termination of the Servicer as custodian of the Trust
Student Loan Files, the parties shall provide for a reasonable period for the
Servicer to deliver the Trust Student Loan Files to its designated successor.
ARTICLE III
ADMINISTRATION AND SERVICING OF TRUST STUDENT LOANS
Section 3.01. Duties of Servicer. The Servicer, for the benefit of the
Issuer (to the extent provided herein), shall manage, service, administer and
make collections on the Trust Student Loans with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to
comparable student loans that it services on behalf of SLM Education Credit
Management Corporation from the Closing Date until the Trust Student Loans are
paid in full. Without limiting the generality of the foregoing or of any other
provision set forth in this Agreement and notwithstanding any other provision to
the contrary set forth herein, the Servicer shall manage, service, administer
and make collections with respect to the Trust Student Loans in accordance with,
and otherwise comply with, all applicable Federal and state laws.
The Servicer's duties shall include, but shall not be limited to,
collection and posting of all payments, responding to inquiries of borrowers on
such Trust Student Loans, monitoring
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borrowers' status, making required disclosures to borrowers, performing due
diligence with respect to borrower delinquencies, sending payment coupons to
borrowers and otherwise establishing repayment terms, reporting tax information
to borrowers, if applicable, accounting for collections and furnishing monthly
statements with respect thereto to the Administrator. The Servicer shall follow
its customary standards, policies and procedures in performing its duties as
Servicer. Without limiting the generality of the foregoing, the Servicer is
authorized and empowered to execute and deliver, on behalf of itself, the
Issuer, the Trustee, the Indenture Trustee, and the Noteholders or any of them,
instruments of satisfaction or cancellation, or partial or full release or
discharge, and all other comparable instruments, with respect to such Trust
Student Loans; provided, however, that the Servicer agrees that it will not (a)
permit any rescission or cancellation of a Trust Student Loan except as ordered
by a court of competent jurisdiction or governmental authority or as otherwise
consented to in writing by the Trustee and the Indenture Trustee; provided,
however, that the Servicer may write off any delinquent Trust Student Loan if
the remaining balance of the borrower's account is less than $50 or (b)
reschedule, revise, defer or otherwise compromise with respect to payments due
on any Trust Student Loan except pursuant to any applicable interest only,
deferral or forbearance periods or otherwise in accordance with all applicable
standards, guidelines and requirements with respect to the servicing of Student
Loans under the Programs; provided further, however, that the Servicer shall not
agree to any reduction of yield with respect to any Trust Student Loan (either
by reducing borrower payments or reducing principal balance) except as permitted
in accordance with Section 3.12 or otherwise if, and to the extent, the
Servicer, the Administrator or SLM Education Credit Management Corporation
reimburses the Issuer in an amount sufficient to offset any such effective yield
reduction made by the Servicer consistent with such customary servicing
procedures as it follows with respect to comparable student loans which it
services on behalf of SLM Education Credit Management Corporation. The Trustee
on behalf of the Issuer hereby grants a power of attorney and all necessary
authorization to the Servicer to maintain any and all collection procedures with
respect to the Trust Student Loans, including taking any steps to enforce such
Trust Student Loans such as commencing a legal proceeding to enforce a Trust
Student Loan in the names of the Issuer, the Trustee, the Indenture Trustee, and
the Noteholders. The Trustee shall upon the written request of the Servicer
furnish the Servicer with any other powers of attorney and other documents
reasonably necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder.
Section 3.02. Collection of Trust Student Loan Payments.
(a) The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Trust Student Loans as and when
the same shall become due and shall follow such collection procedures as it
follows with respect to comparable student loans that it services on behalf of
SLM Education Credit Management Corporation. The Servicer shall allocate
collections with respect to the Trust Student Loans between principal, interest
and fees in accordance with Section 2.05 of the Administration Agreement. The
Servicer may in its discretion waive any late payment charge or any other fees
that may be collected in the ordinary course of servicing a Trust Student Loan
as may be consistent with comparable student loans which it services on behalf
of SLM Education Credit Management Corporation. The Servicer may, at its option,
retain any late payment charges that it collects.
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(b) The Servicer shall comply with all applicable laws and agreements with
respect to claiming, pursuing and collecting payments on the Trust Student Loans
and shall follow such practices and procedures as it follows with respect to
comparable student loans that it services on behalf of SLM Education Credit
Management Corporation.
Section 3.03. Realization upon Trust Student Loans. For the benefit of the
Issuer, the Servicer shall use reasonable efforts consistent with its servicing
practices and procedures that it utilizes with respect to comparable student
loans that it services on behalf of SLM Education Credit Management Corporation
in its servicing of any delinquent Trust Student Loans.
Section 3.04. No Impairment. The Servicer shall not impair the rights of
the Issuer, the Trustee, the Indenture Trustee, or Noteholders in the Trust
Student Loans.
Section 3.05. Purchase of Trust Student Loans; Reimbursement.
(a) The Servicer, the Administrator, the Trustee and the Indenture Trustee
shall give notice to the other parties promptly, in writing, upon the discovery
of any breach of the provisions of Section 3.01, 3.02, 3.03 or 3.04 which has a
materially adverse effect on the interest of the Issuer. In the event of such a
material breach, the Servicer shall cure the breach or purchase the affected
Trust Student Loan not later than 120 days following the date of discovery of
such material breach. The purchase price hereunder will be the unpaid principal
amount of such Trust Student Loan plus accrued and unpaid interest with respect
to such Trust Student Loan. The Servicer shall remit the purchase price to the
Administrator as provided in Section 2.06 of the Administration Agreement on the
date of purchase of any Trust Student Loan pursuant to this Section 3.05. In
consideration of the purchase of any such Trust Student Loan pursuant to this
Section 3.05, the Servicer shall remit the Purchase Amount in the manner
specified in Section 2.06 of the Administration Agreement.
(b) [Reserved.]
(c) [Reserved.]
(d) In lieu of repurchasing Trust Student Loans pursuant to this Section
3.05, the Servicer may, at its option, with the prior consent of the
Administrator, substitute Student Loans or arrange for the substitution of
Student Loans which are substantially similar as of the date of substitution on
an aggregate basis to the Trust Student Loans for which they are being
substituted with respect to the following characteristics:
(i) status (i.e., in-school, grace, deferment, forbearance or
repayment);
(ii) Program type (i.e., Med Loan, LAW Loan, MBA Loan or Signature
Loan);
(iii) school type;
(iv) total return;
(v) principal balance; and
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(vi) remaining term to maturity.
In addition, each substituted Student Loan shall comply, as of the date of
substitution, with the representations and warranties made by the Seller in the
Seller Sale Agreement. In choosing Student Loans to be substituted pursuant to
this subsection (d), the Servicer shall make a reasonable determination that the
Student Loans to be substituted will not have a material adverse effect on the
Noteholders.
In the event the Servicer elects to substitute Student Loans pursuant to
this Section 3.05(d) and the Administrator consents to such substitution, the
Servicer will remit to the Administrator the amount of any shortfall between the
Purchase Amount of the substituted Student Loans and the Purchase Amount of the
Trust Student Loans for which they are being substituted.
(e) The sole remedy of the Issuer, the Trustee, the Indenture Trustee and
the Noteholders with respect to a breach pursuant to Section 3.01, 3.02, 3.03 or
3.04 shall be to require the Servicer to cure the breach, to purchase Trust
Student Loans, to reimburse the Issuer as provided above or to substitute
Student Loans pursuant to Section 3.05(d).
(f) The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the purchase of
any Trust Student Loan or the reimbursement for any interest penalty pursuant to
this Section 3.05.
(g) The Servicer shall not be deemed to have breached its obligations
pursuant to Section 3.01, 3.02, 3.03 or 3.04 if it is rendered unable to perform
such obligations, in whole or in part, by a force outside the control of the
parties hereto (including acts of God, acts of war, fires, earthquakes,
hurricanes, floods and other disasters). The Servicer shall diligently perform
its duties under this Agreement as soon as practicable following the termination
of such interruption of business.
Section 3.06. Primary Servicing Fee; Carryover Servicing Fee. The Primary
Servicing Fee for each calendar month and any Carryover Servicing Fees payable
on any Distribution Date in arrears by the Issuer shall be equal to the amounts
determined by reference to the schedule of fees attached hereto as Attachment A.
Notwithstanding anything to the contrary contained herein or in any other Basic
Document, the Servicer shall be entitled to receive any Carryover Servicing Fee
on any Distribution Date only if and to the extent that sufficient funds are
available pursuant to Section 2.07(c) of the Administration Agreement.
Section 3.07. Access to Certain Documentation and Information Regarding
Trust Student Loans. Upon reasonable prior notice, the Servicer shall provide to
the Administrator and its agents access to the Trust Student Loan Files and
shall permit the Administrator to examine and make copies of, and abstracts
from, the records and books of account of the Servicer relating to the Trust
Student Loans and shall permit the Administrator to undertake periodic site
reviews of the Servicer's operations relating to the servicing of the Trust
Student Loans (including on the premises of any agent of the Servicer).
Reasonable access shall be afforded to the Administrator without charge, but
only upon reasonable request and during the normal business hours at the
respective offices of the Servicer. Nothing in this Section shall affect the
obligation of the
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Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors and the failure of the Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section.
Section 3.08. Servicer Expenses. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of independent accountants, taxes imposed on the Servicer
and expenses incurred in connection with distributions and reports to the
Administrator; provided, however, the Carryover Servicing Fee will be subject to
increase agreed to by the Administrator, the Trustee and the Servicer to the
extent that a demonstrable and significant increase occurs in the costs incurred
by the Servicer in providing the services to be provided hereunder, whether due
to changes in applicable governmental regulations or postal rates.
Notwithstanding anything to the contrary contained herein, the Servicer may, at
its option, collect fees from the Borrowers in connection with sending payment
histories and amortization schedules to Borrowers, faxing documents to
Borrowers, providing credit reference letters to Borrowers, providing a "speed
pay" payment option to Borrowers and for other similar optional services
requested by a Borrower and may retain such fees. The Servicer may also, at its
option, collect fees from Borrowers for returned check processing or other
insufficient fund transactions and may assess such fees from the Borrower's
Trust Student Loan payment and retain such fees.
Section 3.09. Appointment of Subservicer. The Servicer may at any time,
upon the written consent of the Administrator, appoint a subservicer to perform
all or any portion of its obligations as Servicer hereunder; provided, however,
that any applicable Rating Agency Condition shall have been satisfied in
connection therewith; provided further that the Servicer shall remain obligated
and be liable to the Issuer, the Trustee, the Indenture Trustee and the
Noteholders for the servicing and administering of the Trust Student Loans in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Trust Student Loans. The preceding Rating Agency
Conditions shall be deemed to be satisfied with respect to HEMAR Insurance
Corporation of America, as a subservicer. The fees and expenses of the
subservicer shall be as agreed between the Servicer and its subservicer from
time to time and none of the Issuer, the Trustee, the Indenture Trustee or the
Noteholders shall have any responsibility therefor. With respect to satisfying
the Rating Agency Condition referred to above, the term "subservicer" shall be
deemed not to include systems providers, systems developers or systems
maintenance contractors, collection agencies, credit bureaus, lock box
providers, mail service providers and other similar types of service providers.
Section 3.10. Reports. With respect to Trust Student Loans, the Servicer
shall prepare reports and data and furnish the following information to the
Issuer, the Administrator, the Trustee and the Indenture Trustee, unless
otherwise noted, at the specified times:
(a) The reports and data listed in Attachment C, at the times indicated in
the attachment;
(b) To credit reporting agencies as may be selected by the Servicer,
credit reporting agency reporting;
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(c) At any time the Trustee or the Indenture Trustee, as the case may be,
shall have reasonable grounds to believe that such request would be necessary in
connection with its performance of its duties under related documents, and
within five (5) business days of receipt of a request therefor, the Servicer
shall furnish to the Trustee or to the Indenture Trustee a list of all Trust
Student Loans (by borrower social security number, type and outstanding
principal balance) and any additional information requested relating to the
Trust Student Loans; and
(d) From time to time as may be reasonably requested, reports and data
providing additional information on the Trust Student Loans.
Section 3.11. Covenants and Agreements of the Issuer, Administrator,
Trustee and Servicer. The Issuer, the Administrator, the Servicer and the
Trustee each agree that:
(a) Any payment and any communications received at any time by the Issuer,
Administrator and the Trustee with respect to a Trust Student Loan shall be
immediately transmitted to the Servicer. Such communications shall include, but
not be limited to, requests or notices of loan cancellation, notices of borrower
disqualification, letters, changes in address or status, notices of death or
disability, notices of bankruptcy and forms requesting deferment of repayment or
forbearance.
(b) The Servicer may change any part or all of its equipment, data
processing programs and any procedures and forms in connection with the services
performed hereunder so long as Servicer continues to service the Trust Student
Loans in conformance with the requirements herein. The Servicer shall not make
any material change in its servicing system and operations with respect to the
Trust Student Loans without the prior written consent of the Administrator,
which consent will not be unreasonably withheld; provided, however, that no
consent of the Administrator shall be required with respect to changes to the
Servicer's systems which the Servicer reasonably determines are required or
advisable to comply with the terms of each Program under which the Trust Student
Loans were originated. Each written request for consent by the Servicer shall be
acted upon promptly by the Administrator.
(c) The Servicer may and, at the direction of the Administrator, shall
include marketing or informational material generally provided to borrowers of
loans owned by SLM Education Credit Management Corporation with communications
sent to a borrower.
(d) The Servicer may, in its discretion, if requested by a borrower of a
Trust Student Loan, arrange for the sale of such Trust Student Loan to another
lender which holds another student loan of such borrower at a price not less
than the Purchase Amount.
Section 3.12. Special Programs. The Servicer shall offer borrowers of the
Trust Student Loans all special programs whether or not in existence as of the
date of this Agreement, generally offered to the obligors of comparable loans
owned by SLM Education Credit Management Corporation and serviced by the
Servicer; provided, however, to the extent any such program effectively reduces
borrower interest rate or principal balances on the Trust Student Loans, such
special program shall be applied to the Trust Student Loans only if and to the
extent the Issuer receives payment from SLM Education Credit Management
Corporation (and the Servicer receives notice of such payment) in an amount
sufficient to offset such
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reductions. SLM Education Credit Management Corporation shall be deemed to be a
third party beneficiary of this Section 3.12 and shall make appropriate
arrangements to compensate the Servicer for increased costs associated with
material changes to existing special programs or the implementation and support
of any new special programs.
Section 3.13. Financial Statements. The Servicer shall provide to the
Indenture Trustee and the Administrator at any time that the Servicer is not an
Affiliate of the Administrator (a) as soon as possible and in no event more than
120 days after the end of each fiscal year of the Servicer audited financials as
at the end of and for such year and (b) as soon as possible and in no event more
than 30 days after the end of each quarterly accounting period of the Servicer
unaudited financials as at the end of and for such period.
Section 3.14. Insurance. The Servicer shall maintain or cause to be
maintained insurance with respect to its property and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of institutions of the same type and size.
Section 3.15. Administration Agreement. The Servicer agrees to perform all
duties required of the Servicer under the Administration Agreement using that
degree of skill and attention that the Servicer exercises with respect to its
comparable business activities.
Section 3.16. Servicer Optional Purchase. The Servicer shall have the
right but not the obligation to purchase any Trust Student Loan that is 180 or
more days Delinquent by depositing the Purchase Amount with respect to such
Trust Student Loan pursuant to Section 3.05 of this Agreement into the
Collection Account. This right to purchase a 180 day Delinquent Trust Student
Loan shall terminate with respect to each Trust Student Loan that is 180 or more
days Delinquent at the end of the calendar quarter in which it became 180 days
Delinquent.
Section 3.17. Fees to be Charged at Repayment. During the month that the
status of any Trust Student Loan changes for the first time to "repayment" on
the Servicer's servicing system, the Servicer shall add the applicable Back-End
Fee to the outstanding principal balance of such Trust Student Loan.
ARTICLE IV
THE SERVICER
Section 4.01. Representations of Servicer. The Servicer makes the
following representations on which the Issuer is deemed to have relied in
acquiring (through the Trustee) the Trust Student Loans and appointing the
Servicer as servicer hereunder. The representations speak as of the execution
and delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Trust Student Loans to the Trustee on
behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to
the Indenture.
(a) Organization and Good Standing. The Servicer is duly organized and
validly existing as a limited partnership formed under the laws of the State of
Delaware and in good
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standing under the laws of the State of Delaware, with the power and authority
to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority and legal right to service the
Trust Student Loans and to hold the Trust Student Loan Files as custodian.
(b) Due Qualification. The Servicer is duly qualified to do business and
has obtained all necessary licenses and approvals in all jurisdictions in which
the ownership or lease of property or the conduct of its business (including the
servicing of the Trust Student Loans as required by this Agreement) shall
require such qualifications.
(c) Power and Authority. The Servicer has the power and authority to
execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement have been duly authorized
by the Servicer by all necessary action. No registration with or approval of any
governmental agency is required for the due execution and delivery by, and
enforceability against, the Servicer of this Agreement.
(d) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Servicer enforceable in accordance with its terms
subject to bankruptcy, insolvency and other similar laws affecting creditors
rights generally and subject to equitable principles.
(e) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof will not conflict with,
result in any breach of any of the terms and provisions of, nor constitute
(with or without notice or lapse of time or both) a default under, the limited
partnership agreement of the Servicer, or any indenture, agreement or other
instrument to which the Servicer is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement and the other Basic Documents); nor violate any law
or, to the best of the Servicer's knowledge, any order, rule or regulation
applicable to the Servicer of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or its properties.
(f) No Proceedings. There are no proceedings or investigations pending,
or, to the Servicer's best knowledge, threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or its properties: (i) asserting the invalidity
of this Agreement or any of the other Basic Documents to which the Servicer is a
party, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any of the other Basic Documents to which the
Servicer is a party, (iii) seeking any determination or ruling that could
reasonably be expected to have a material and adverse effect on the performance
by the Servicer of its obligations under, or the validity or enforceability of,
this Agreement or any of the other Basic Documents to which the Servicer is a
party, or (iv) relating to the Servicer and which might adversely affect the
Federal or state income tax attributes of the Notes.
10
Section 4.02. Indemnities of Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement.
The Servicer shall pay for any loss, liability or expense, including
reasonable attorneys' fees, that may be imposed on, incurred by or asserted
against the Issuer, the Indenture Trustee or the Trustee, to the extent that
such loss, liability or expense arose out of, or was imposed upon the Issuer,
the Indenture Trustee or the Trustee through, the negligence, willful
misfeasance or bad faith of the Servicer in the performance of its obligations
and duties under this Agreement or by reason of the reckless disregard of its
obligations and duties under this Agreement, where the final determination that
any such loss, liability or expense arose out of, or was imposed upon the
Issuer, the Indenture Trustee or the Trustee through, any such negligence,
willful misfeasance, bad faith or recklessness on the part of the Servicer is
established by a court of law, by an arbitrator or by way of settlement agreed
to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered
unable, in whole or in part, by a force outside the control of the parties
hereto (including acts of God, acts of war, fires, earthquakes, hurricanes,
floods and other disasters) to satisfy its obligations under this Agreement, the
Servicer shall not be deemed to have breached any such obligation upon delivery
of written notice of such event to the other parties hereto, for so long as the
Servicer remains unable to perform such obligation as a result of such event.
For purposes of this Section, in the event of the termination of the rights
and obligations of Sallie Mae Servicing L.P. (or any successor thereto pursuant
to Section 4.03) as Servicer pursuant to Section 5.01, or a resignation by such
Servicer pursuant to this Agreement, such Servicer shall be deemed to be the
Servicer pending appointment of a successor Servicer pursuant to Section 5.02.
Liability of the Servicer under this Section shall survive the resignation
or removal of the Trustee or the Indenture Trustee or the termination of this
Agreement. If the Servicer shall have made any payments pursuant to this Section
and the Person to or on behalf of whom such payments are made thereafter
collects any of such amounts from others, such Person shall promptly repay such
amounts to the Servicer, without interest.
Section 4.03. Merger or Consolidation of, or Assumption of the Obligations
of, Servicer. The Servicer hereby agrees that, upon (a) any merger or
consolidation of the Servicer into another Person, (b) any merger or
consolidation to which the Servicer shall be a party resulting in the creation
of another Person or (c) any Person succeeding to the properties and assets of
the Servicer substantially as a whole, the Servicer shall (i) cause such Person
(if other than the Servicer) to execute an agreement of assumption to perform
every obligation of the Servicer hereunder, (ii) deliver to the Trustee and
Indenture Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent provided
for in this Agreement relating to such transaction have been complied with,
(iii) cause the Rating Agency Condition to have been satisfied with respect to
such transaction and (iv) cure any existing Servicer Default or any continuing
event which, after notice or lapse of time or both, would become a Servicer
Default. Upon compliance with the foregoing requirements, such
11
Person shall be the successor to the Servicer under this Agreement without
further act on the part of any of the parties to this Agreement.
Section 4.04. Limitation on Liability of Servicer. The Servicer shall not
be under any liability to the Issuer, the Noteholders, the Administrator, the
Trustee or the Indenture Trustee except as provided under this Agreement, for
any action taken or for refraining from the taking of any action pursuant to
this Agreement, for errors in judgment, for any incorrect or incomplete
information provided by schools and borrowers, for the failure of any party to
this Servicing Agreement or any other Basic Document to comply with its
respective obligations hereunder or under any other Basic Document; provided,
however, that this provision shall not protect the Servicer against its
obligation to purchase Student Loans from the Trust pursuant to Section 3.05
hereof or to pay to the Trust amounts required pursuant to Section 3.05 hereof
or against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties under this Agreement. The
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any person respecting any matters arising under this
Agreement.
Except as provided in this Agreement, the Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action where it is not
named as a party; provided, however, that the Servicer may undertake any
reasonable action that it may deem necessary or desirable in respect of this
Agreement and the other Basic Documents and the rights and duties of the parties
to this Agreement and the other Basic Documents and the interests of the
Noteholders. To the extent that the Servicer is required to appear in or is made
a defendant in any legal action or other proceeding relating to the servicing of
the Trust Student Loans, the Issuer shall indemnify and hold the Servicer
harmless from all cost, liability or expense of the Servicer not arising out of
or relating to the failure of the Servicer to comply with the terms of this
Agreement.
Section 4.05. Sallie Mae Servicing L.P. Not to Resign as Servicer. Subject
to the provisions of Section 4.03, Sallie Mae Servicing L.P. shall not resign
from the obligations and duties hereby imposed on it as Servicer under this
Agreement except upon determination that the performance of its duties under
this Agreement are no longer permissible under applicable law. Notice of any
such determination permitting the resignation of Sallie Mae Servicing L.P. shall
be communicated to the Trustee and the Indenture Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Indenture Trustee concurrently with or promptly
after such notice. No such resignation shall become effective until the
Indenture Trustee or a successor Servicer shall have assumed the
responsibilities and obligations of Sallie Mae Servicing L.P. in accordance with
Section 5.02.
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ARTICLE V
SERVICER DEFAULT
Section 5.01. Servicer Default. If any one of the following events (a
"Servicer Default") shall occur and be continuing:
(a) any failure by the Servicer (i) to deliver to the Indenture Trustee
for deposit in the Trust Accounts any payment required by the Basic Documents to
which the Servicer is a signatory or (ii) in the event that daily deposits into
the Collection Account are not required, to deliver to the Administrator any
payment required by the Basic Documents, which failure in case of either clause
(i) or (ii) continues unremedied for five Business Days after written notice of
such failure is received by the Servicer from the Trustee, the Indenture Trustee
or the Administrator or five Business Days after discovery of such failure by an
officer of the Servicer;
(b) any failure by the Servicer duly to observe or to perform in any
material respect any other covenant or agreement of the Servicer set forth in
this Agreement or any other Basic Document to which the Servicer is a signatory,
which failure shall (i) materially and adversely affect the rights of
Noteholders and (ii) continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given (A) to the Servicer by the Indenture Trustee, the Trustee
or the Administrator or (B) to the Servicer, and to the Indenture Trustee and
the Trustee by the Noteholders representing not less than 25% of the Outstanding
Amount of the Notes; provided, however, that any breach of Sections 3.01, 3.02,
3.03 or 3.04 shall not be deemed a Servicer Default so long as the Servicer is
in compliance with its repurchase and reimbursement obligations under Section
3.05; or
(c) an Insolvency Event occurs with respect to the Servicer;
then, and in each and every case, so long as the Servicer Default shall not have
been remedied, either the Indenture Trustee, or the Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling
Notes, by notice then given in writing to the Servicer (and to the Indenture
Trustee and the Trustee if given by the Noteholders) may terminate all the
rights and obligations (other than the obligations set forth in Section 3.05 and
Section 4.02) of the Servicer under this Agreement. As of the effective date of
termination of the Servicer, all authority and power of the Servicer under this
Agreement, whether with respect to the Notes or the Trust Student Loans or
otherwise, shall, without further action, pass to and be vested in the Indenture
Trustee or such successor Servicer as may be appointed under Section 5.02. The
predecessor Servicer shall cooperate with the successor Servicer, the Indenture
Trustee and the Trustee in effecting the termination of the responsibilities and
rights of the predecessor Servicer under this Agreement, including the transfer
to the successor Servicer for administration by it of all cash amounts that
shall at the time be held by the predecessor Servicer for deposit, or shall
thereafter be received by it with respect to a Trust Student Loan. All
reasonable costs and expenses (including attorneys' fees) incurred in connection
with transferring the Trust Student Loan Files to the successor Servicer and
amending this Agreement and any other Basic Documents to reflect such succession
as Servicer pursuant to this Section shall be paid by the predecessor Servicer
(other than the Indenture Trustee acting as the Servicer under this Section
5.01) upon presentation of reasonable documentation of such costs and expenses.
Upon receipt
13
of notice of the occurrence of a Servicer Default, the Trustee shall give notice
thereof to the Rating Agencies.
Section 5.02. Appointment of Successor.
(a) Upon receipt by the Servicer of notice of termination pursuant to
Section 5.1, or the resignation by the Servicer in accordance with the terms of
this Agreement, the predecessor Servicer shall continue to perform its functions
as Servicer under this Agreement, in the case of termination, only until the
date specified in such termination notice or, if no such date is specified in a
notice of termination, until receipt of such notice and, in the case of
resignation, until the Indenture Trustee or a successor Servicer shall have
assumed the responsibilities and duties of Sallie Mae Servicing L.P. In the
event of the termination hereunder of the Servicer, the Issuer shall appoint a
successor Servicer acceptable to the Indenture Trustee, and the successor
Servicer shall accept its appointment by a written assumption in form acceptable
to the Indenture Trustee. In the event that a successor Servicer has not been
appointed at the time when the predecessor Servicer has ceased to act as
Servicer in accordance with this Section, the Indenture Trustee without further
action shall automatically be appointed the successor Servicer and the Indenture
Trustee shall be entitled to the Servicing Fee and any Carryover Servicing Fees.
Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling
or legally unable so to act, appoint or petition a court of competent
jurisdiction to appoint any established institution whose regular business shall
include the servicing of student loans, as the successor to the Servicer under
this Agreement; provided, however, that such right to appoint or to petition for
the appointment of any such successor Servicer shall in no event relieve the
Indenture Trustee from any obligations otherwise imposed on it under the Basic
Documents until such successor has in fact assumed such appointment.
(b) Upon appointment, the successor Servicer (including the Indenture
Trustee acting as successor Servicer) shall be the successor in all respects to
the predecessor Servicer and shall be subject to all the responsibilities,
duties and liabilities placed on the predecessor Servicer that arise thereafter
or are related thereto and shall be entitled to an amount agreed to by such
successor Servicer (which shall not exceed the Servicing Fee unless the Rating
Agency Condition is satisfied with respect to such compensation arrangements)
and all the rights granted to the predecessor Servicer by the terms and
provisions of this Agreement; provided, that the successor Servicer shall assume
no liability or responsibility for any acts, representations, obligations, and
covenants of any predecessor Servicer prior to the date that the successor
Servicer becomes Servicer hereunder. No successor Servicer shall have any
obligations of advances hereunder.
(c) The Servicer may not resign unless it is prohibited from serving as
such by law as evidenced by an Opinion of Counsel to such effect delivered to
the Indenture Trustee and the Trustee. Notwithstanding the foregoing or anything
to the contrary herein or in the other Basic Documents, the Indenture Trustee,
to the extent it is acting as successor Servicer pursuant hereto and thereto,
shall be entitled to resign to the extent a qualified successor Servicer has
been appointed and has assumed all the obligations of the Servicer in accordance
with the terms of this Agreement and the other Basic Documents.
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Section 5.03. Notification to Noteholders. Upon any termination of, or
appointment of a successor to, the Servicer pursuant to this Article V, the
Indenture Trustee shall give prompt written notice thereof to Noteholders, the
Certificateholders and the Rating Agencies (which, in the case of any such
appointment of a successor, shall consist of prior written notice thereof to the
Rating Agencies).
Section 5.04. Waiver of Past Defaults. The Noteholders of Notes evidencing
a majority of the Outstanding Amount of the Controlling Notes may, on behalf of
all Noteholders, waive in writing (a copy to be provided to the Indenture
Trustee) any default by the Servicer in the performance of its obligations
hereunder and any consequences thereof, except a default in making any required
deposits to or payments from any of the Trust Accounts (or giving instructions
regarding the same) in accordance with this Agreement. Upon any such waiver of a
past default, such default shall cease to exist, and any Servicer Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement and the Administration Agreement. No such waiver shall extend to
any subsequent or other default or impair any right consequent thereto.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Amendment.
(a) This Agreement may be amended by the Servicer, the Issuer, the
Administrator, the Trustee and the Indenture Trustee, without the consent of any
of the Noteholders or Certificateholders, to comply with any change in any
applicable federal or state law, to cure any ambiguity, to correct or supplement
any provisions in this Agreement or for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions in this
Agreement; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel delivered to the Trustee and the Indenture Trustee, adversely
affect in any material respect the interests of any Noteholder or any
Certificateholder.
(b) This Agreement may also be amended from time to time by the Servicer,
the Issuer, the Administrator, the Trustee and the Indenture Trustee, with the
consent of the Noteholders of Notes evidencing a majority of the Outstanding
Amount of the Notes and the consent of the Certificateholders, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments with respect to Trust Student Loans or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholders or (ii) reduce the aforesaid percentage of
the Outstanding Amount of the Notes, the Noteholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders or (iii) reduce the aforesaid percentage of the Outstanding Amount
of the Certificates, the
15
Certificateholders of which are required to consent to any such amendment,
without the consent of all outstanding Certificateholders.
It shall not be necessary for the consent of Noteholders pursuant to this
clause (b) to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance thereof.
Promptly after the execution of any amendment to this Agreement (or, in the
case of the Rating Agencies, fifteen days prior thereto), the Trustee shall
furnish written notification of the substance of such amendment to the Indenture
Trustee and each of the Rating Agencies.
Prior to the execution of any amendment to this Agreement, the Trustee and
the Indenture Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement. The Indenture Trustee may, but shall not be obligated to,
execute and deliver such amendment which affects its rights, powers, duties or
immunities hereunder.
Section 6.02. Notices. All notices hereunder shall be given by United
States certified or registered mail, by facsimile or by other telecommunication
device capable of creating written record of such notice and its receipt.
Notices hereunder shall be effective when received and shall be addressed to the
respective parties hereto at the addresses set forth below, or at such other
address as shall be designated by any party hereto in a written notice to each
other party pursuant to this section.
If to the Servicer, to:
Sallie Mae Servicing L.P.
11600 Sallie Mae Drive, Reston, Virginia 20193
Attn: Director of ABS Administration
If to the Issuer, to:
SLM Private Credit Student Loan Trust 2003-B
c/o Chase Manhattan Bank USA, National Association
Christiana Center/OPS4, 500 Stanton Christiana Road
Newark, Delaware 19713
Attn: Corporate Trust Department
with a copy to:
JPMorgan Chase Bank,
450 West 33rd Street
14th Floor
New York, New York 10001
Attn: Structured Finance Services
16
If to the Administrator, to:
Sallie Mae, Inc.
11600 Sallie Mae Drive
Reston, Virginia 20193
Attn: Director, Corporate Finance Operations
If to the Trustee, to:
Chase Manhattan Bank USA, National Association
Christiana Center/OPS4
500 Stanton Christiana Road
Newark, Delaware 19713
Attn: Corporate Trust Department
with a copy to:
JPMorgan Chase Bank
450 West 33rd Street
14th Floor
New York, New York 10001
Attn: Structured Finance Services
If to the Indenture Trustee, to:
JPMorgan Chase Bank
450 West 33rd Street
14th Floor
New York, New York 10001
Attn: Structured Finance Services
Section 6.03. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, and such
counterparts shall constitute one (1) and the same instrument.
Section 6.04. Entire Agreement; Severability. This Agreement constitutes
the entire agreement between the Issuer, the Administrator, the Trustee, the
Indenture Trustee and the Servicer. All prior representations, statements,
negotiations and undertakings with regard to the subject matter hereof are
superseded hereby.
If any term or provision of this Agreement or the application thereof to
any person or circumstance shall, to any extent, be invalid or unenforceable,
the remaining terms and provisions of this Agreement, or the application of such
terms or provisions to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
17
Section 6.05. Governing Law. THE TERMS OF THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 6.06. Relationship of Parties. The Servicer is an independent
contractor and, except for the services that it agrees to perform hereunder, the
Servicer does not hold itself out as an agent of any other party hereto. Nothing
herein contained shall create or imply an agency relationship among Servicer and
any other party hereto, nor shall this Agreement be deemed to constitute a joint
venture or partnership between the parties.
Section 6.07. Captions. The captions used herein are for the convenience
of reference only and not part of this Agreement, and shall in no way be deemed
to define, limit, describe or modify the meanings of any provision of this
Agreement.
Section 6.08. Nonliability of Directors, Officers and Employees of
Servicer, the Trustee, the Indenture Trustee and the Administrator. No member of
the board of directors or any officer, employee or agent of the Servicer, the
Administrator, the Trustee or the Indenture Trustee (or any Affiliate of any
such party) shall be personally liable for any obligation incurred under this
Agreement.
Section 6.09. Assignment. This Agreement may not be assigned by the
Servicer except as permitted under Sections 4.03, 4.05 and 5.02 hereof. This
Agreement may not be assigned by the Administrator except as permitted under
Sections 4.03 and 4.06 of the Administration Agreement.
Section 6.10. Limitation of Liability of Trustee and Indenture Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by Chase Manhattan Bank USA, National Association, not
in its individual capacity but solely in its capacity as Trustee of the Issuer
and in no event shall Chase Manhattan Bank USA, National Association in its
individual capacity or, except as expressly provided in the Trust Agreement, as
Trustee have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer or the Trustee hereunder or in any
of the certificates, notices or agreements delivered pursuant hereto as to all
of which recourse shall be had solely to the assets of the Issuer.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by JPMorgan Chase Bank not in its individual capacity
but solely as Indenture Trustee and in no event shall JPMorgan Chase Bank have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.
(c) The rights and protections of the Indenture Trustee under the
Indenture shall be incorporated as though explicitly set forth herein.
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf by their duly authorized officers as of June 27,
2003.
SALLIE MAE SERVICING L.P.
By: SALLIE MAE, INC.,
Its general partner
By: /s/ JOHN F. REMONDI
-----------------------------------
John F. Remondi
Executive Vice President, Finance
SALLIE MAE, INC.,
as Administrator
By: /s/ JOHN F. REMONDI
-----------------------------------
John F. Remondi
Executive Vice President, Finance
SLM PRIVATE CREDIT STUDENT LOAN TRUST
2003-B,
as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee
By: /s/ JOHN J. CASHIN
-----------------------------------
John J. Cashin
Vice President
19
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee
By: /s/ JOHN J. CASHIN
-----------------------------------
John J. Cashin
Vice President
JPMORGAN CHASE BANK,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ DAVID CONTINO
-----------------------------------
David Contino
Trust Officer
20
ATTACHMENT A
SCHEDULE OF FEES
----------------
The Servicer will receive a Primary Servicing Fee and a Carryover Servicing
Fee (together, the "Servicing Fee"). The "Primary Servicing Fee" for any month
is an amount equal to the sum of 1/12th of 0.70% 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 Primary Servicing Fee will be payable out of Available Funds and
amounts on deposit in the Reserve Account on the 15th day of each month (or, if
any such date is not a business day, on the next succeeding business day),
commencing July 15, 2003 (each, a "Monthly Servicing Payment Date").
The "Carryover Servicing Fee" is the sum of (a) the amount of certain
increases in the costs incurred by the Servicer which are agreed to pursuant to
Section 3.08 of the Servicing Agreement, (b) any Conversion Fees, Transfer Fees
and Removal Fees (as defined below) incurred since the last Distribution Date
and (c) any amounts described in (a) and (b) above that remain unpaid from prior
Distribution Dates plus interest on such amounts for the period from the
Distribution Date on which such amounts become due to the date such amounts are
paid in full at a rate per annum for each Interest Period (as defined below)
equal to the sum of (a) the average accepted auction price (expressed on a bond
equivalent basis) for 91-day Treasury Bills sold at the most recent 91-day
Treasury Bill auction prior to the Interest Period as reported by the U.S.
Treasury Department and (b) 2.00%.
"Interest Period" shall mean the period from each Distribution Date through
the day before the next Distribution Date. The Carryover Servicing Fee will be
payable to the Servicer on each succeeding Distribution Date out of Available
Funds after payment on such Distribution Date of all senior amounts payable
under Section 2.07(c) of the Administration Agreement. On the July 15, 2003
Monthly Servicing Payment Date, the Servicer shall receive a pro rata portion of
the Primary Servicing Fee for the period from the Closing Date to and including
June 30, 2003.
Servicer will be paid a fee ("Conversion Fee") for any Student Loan added
to the Trust Estate which Student Loan is not serviced on the Servicer's system
unless such Student Loan is being substituted into the Trust Estate by the
Servicer pursuant to Section 3.05 of this Agreement. The Conversion Fee is equal
to the greater of $17.00 per account or the Servicer's verifiable costs plus
15%.
Servicer will be paid a fee ("Transfer Fee") for any Student Loan
transferred in or out of the Trust Estate which is at the time of transfer being
serviced on the Servicer's system (regardless of the owner) unless such Student
Loans are being removed or added to the Trust in order to comply with the
Servicer's purchase/substitution obligation under Section 3.05 of this
Agreement. The Transfer Fee is equal to $4.00 per account transaction.
Servicer will be paid a fee ("Removal Fee") for performing all activities
required to remove a Trust Student Loan from the Servicer's system to another
servicer unless such Trust Student Loan is being removed due to the termination
of the Servicer pursuant to Section 5.01 of this Agreement. The Removal Fee is
equal to $10.00 per account plus any verifiable direct expenses incurred for
shipping such Trust Student Loan to the new servicer.
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ATTACHMENT B
LOCATIONS
---------
Loan Servicing Center/Florida
P.O. Box 2975
Panama City, Florida 32402-2975
(904) 271-9207
Loan Servicing Center/Indianapolis
11100 USA Parkway
Fishers, Indiana 46038
(317) 849-6510
Loan Servicing Center/Pennsylvania
220 Lasley Avenue
Hanover Industrial Estates
Wilkes-Barre, Pennsylvania 18706
(717) 821-3600
Loan Servicing Center/Texas
777 Twin Creek Drive
Killeen, Texas 76543
(817) 554-4500
Western Regional Center (Nevada)
10550 W. Charleston Blvd.
Las Vegas, Nevada 89135
(702) 804-8437
ATTACHMENT C
REPORTS
-------
1. CLASS Report 800 - Monthly activity summary report
2. CLASS Report 801 - Monthly average/ending balance report
3. CLASS Report 802 - Monthly activity detail
4. CLASS Report 803 - Monthly conversion/removal summary
5. CLASS Report 807 - Monthly delinquency aging report
6. CLASS Report 810 - Monthly characteristics summary
7. CLASS Report 866 - Monthly average/ending balance offset fee report
8. CLASS Report 882 - Reporting Borrower Benefit
9. Monthly Cash Reconciliation Report
10. Quarterly ED799 billing (prepared from CLASS Reports 824, 825, 827, 828 and
829; supporting detail CLASS Reports 865, 868, 870 and 871; and the OE799
SAS library)
11. Portfolio Characteristics, Financial Activity, Quarterly calculation of
Accrued Interest to be capitalized, Delinquency Detail and Claims extracts.
ATTACHMENT D
BACK-END FEE
------------
2