The depositor anticipates that a majority of the trust student loans will be originated by JPMorgan Chase Bank or one or more of its affiliates. However, the identity of the actual originator of any particular student loan is not material, as the requisite underwriting criteria are in all cases prescribed by provisions of the Higher Education Act. In addition, to the extent student loans are purchased in secondary market transactions, the identities of the related originators may not always be available.
THE MASTER SERVICER, THE ADMINISTRATOR AND THE SPONSOR JPMorgan Chase Bank, a wholly-owned subsidiary of JPMorgan Chase & Co., is chartered as a national bank. It is a commercial bank offering a wide range of banking services to its customers, both domestically and internationally. JPMorgan Chase Bank is subject to regulation and supervision by the Office of the Comptroller of the Currency. The main office of
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JPMorgan Chase Bank is located at 1111 Polaris Parkway, Columbus, Ohio 43240, and its telephone number is (800) 992-7169.
JPMorgan Chase Bank is the product of numerous mergers and acquisitions. Most recently, Bank One, N.A. merged into JPMorgan Chase Bank in November 2004 with JPMorgan Chase Bank as the surviving entity. JPMorgan Chase Bank and its predecessors and affiliates have been engaged in the securitization of financial assets since 1989. JPMorgan Chase Bank and its predecessors and affiliates have been involved with the origination and securitization of many different classes of financial assets in both the public and private markets. They have also acted as trustee, paying agent, underwriter, dealer and servicer in many different types of
securitization transactions.
JPMorgan Chase Bank is currently an active participant in the securitization markets in the United States. It primarily sponsors securitization programs for credit card receivables, motor vehicle loans and residential and commercial mortgages. In 2006, JPMorgan Chase Bank and its affiliates securitized approximately $16.8 billion of residential mortgage loans, $9.7 billion of credit card loans and $2.4 billion of automobile loans.
JPMorgan Chase Bank and its affiliates have diverse funding sources. A major source of liquidity for JPMorgan Chase Bank is provided by its large core deposit base. It engages in securitization for liquidity and balance sheet management purposes.
Before March 2005, JPMorgan Chase Bank generally sold the student loans it originated pursuant to pre-existing contractual arrangements requiring the sale of virtually all of its FFELP loan originations to unaffiliated third parties. By March 2005, these contractual arrangements were either terminated or amended so as to enable JPMorgan Chase Bank to begin to retain its FFELP loan originations. In March 2006, JPMorgan Chase Bank completed the acquisition of Collegiate Funding Services Inc. (“CFS Inc.”).
CFS Inc. sponsored its first student loan securitization transaction in 2001. Through December 31, 2005, CFS Inc. has sponsored seven student loan securitization transactions with an aggregate issuance of approximately $6.7 billion through both public offerings and private placements.
JPMorgan Chase Bank will be the sponsor that initiates and organizes the issuance of securities by each issuing entity. It will be responsible for pooling the trust student loans and structuring each securitization transaction and will select other transaction participants. It will pay the costs of forming each issuing entity, the legal fees of certain of the transaction
participants, the rating agency fees for rating the rated securities issued by each issuing entity and other transaction costs.
JPMorgan Chase Bank will be responsible for servicing the trust student loans on behalf of each issuing entity as master servicer. As master servicer, JPMorgan Chase Bank may
delegate or subcontract its duties to subservicers, but no delegation or subcontract will relieve the master servicer of liability under the master servicing agreement. JPMorgan Chase Bank will be responsible for managing the relationships with any subservicers performing servicing activities on behalf of the issuing entity.
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JPMorgan Chase Bank is responsible for managing the servicing of all of the student loans owned by JPMorgan Chase Bank and its affiliates. JPMorgan Chase Bank carries out this servicing management responsibility from its main office as well as local offices around the country.
JPMorgan Chase Bank will act as administrator for each issuing entity.
See “The Student Loan Financing Business of JPMorgan Chase Bank” in this prospectus for more information regarding the student loan business of JPMorgan Chase Bank.
INDENTURE TRUSTEE
The indenture trustee for an issuing entity will be the bank or trust company specified in the related prospectus supplement.
The liability of the indenture trustee in connection with the issuance and sale of any securities will consist solely of its express obligations under the related indenture and other Transaction Documents. The administrator will indemnify and reimburse the indenture trustee for any loss, liability or expense (including reasonable attorneys’ fees), other than special, indirect or consequential damages, incurred by the indenture trustee in connection with the performance of its duties under the related indenture and other Transaction Documents, unless incurred as a result of the indenture trustee’s own willful misconduct, negligence or bad faith.
An indenture trustee may resign at any time. The issuing entity shall remove an
indenture trustee if the indenture trustee becomes insolvent or ceases to be eligible to continue as indenture trustee. In either case, the issuing entity must appoint a successor. The resignation or removal of an indenture trustee and appointment of a successor will become effective only when a successor accepts its appointment. If the indenture trustee also acts as the calculation agent, the successor indenture trustee will also act as the calculation agent unless otherwise specified in the related prospectus supplement.
The related prospectus supplement will specify the principal office of the indenture trustee.
ELIGIBLE LENDER TRUSTEE
The eligible lender trustee for an issuing entity will be the bank or trust company
specified in the related prospectus supplement. It will acquire legal title to all trust student loans on behalf of that issuing entity and will be a party to a guarantee agreement with each of the guarantors of those loans. The eligible lender trustee must qualify as an eligible lender under the Higher Education Act and the guarantee agreements.
The liability of the eligible lender trustee in connection with the issuance and sale of any securities will consist solely of its express obligations under the interim eligible lender trustee agreement, the eligible lender trustee agreement and other Transaction Documents. The administrator will indemnify and reimburse the eligible lender trustee for any loss, liability or expense (including reasonable attorneys’ fees) incurred by the eligible lender trustee in
connection with the performance of its duties under the interim eligible lender trustee agreement,
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the eligible lender trustee agreement and other Transaction Documents, unless incurred as a result of the eligible lender trustee’s own willful misconduct, negligence or bad faith.
An eligible lender trustee may resign at any time. The administrator may also remove an eligible lender trustee if the eligible lender trustee becomes insolvent or ceases to be eligible to continue as eligible lender trustee. In either case, the administrator must appoint a successor.
The resignation or removal of an eligible lender trustee and appointment of a successor will become effective only when a successor accepts its appointment.
The related prospectus supplement will specify the principal office of the eligible lender trustee.
OWNER TRUSTEE
The owner trustee for an issuing entity will be the bank or trust company specified in the related prospectus supplement.
Except as specifically delegated to the administrator in the administration agreement, the owner trustee will execute and deliver all agreements required to be entered into on behalf of the related issuing entity.
The liability of the owner trustee in connection with the issuance and sale of any securities will consist solely of its express obligations under the trust agreement and other Transaction Documents. The administrator will indemnify and reimburse the owner trustee for any loss, liability or expense (including reasonable attorneys’ fees) incurred by the owner trustee in connection with the performance of its duties under the trust agreement and other Transaction Documents, unless incurred as a result of the owner trustee’s own willful misconduct, negligence or bad faith.
An owner trustee may resign at any time. The administrator may also remove an owner trustee if the owner trustee becomes insolvent or ceases to be eligible to continue as owner trustee. In either case, the administrator must appoint a successor. The resignation or removal of an owner trustee and appointment of a successor will become effective only when a successor accepts its appointment.
The related prospectus supplement will specify the principal office of the owner trustee.
DELAWARE TRUSTEE
The Delaware trustee for an issuing entity, if any, will be the bank or trust company specified in the related prospectus supplement.
The Delaware trustee’s roles will be limited to those duties required under Section 3807 of the Delaware Statutory Trust Act. Unless otherwise provided in the trust agreement, such roles are limited to fulfilling the provisions of Section 3807 of the Statutory Trust Act.
The liability of the Delaware trustee in connection with the issuance and sale of any securities will consist solely of its express obligations under the trust agreement. The
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administrator will indemnify and reimburse the Delaware trustee for any loss, liability or expense (including reasonable attorneys’ fees) incurred by the Delaware trustee in connection with the performance of its duties under the trust agreement and other Transaction Documents, unless incurred as a result of the Delaware trustee’s own willful misconduct, negligence or bad faith.
A Delaware trustee may resign at any time. The administrator may also remove a
Delaware trustee if the Delaware trustee becomes insolvent or ceases to be eligible to continue as Delaware trustee. In either case, the administrator must appoint a successor. The resignation or removal of a Delaware trustee and appointment of a successor will become effective only when a successor accepts its appointment.
The related prospectus supplement will specify the principal office of the Delaware trustee.