EFG-IV Waiver Agreement Dated July 24, 2003 Among MBIA, Bank One, EFG-IV, LP, and Academic Management Services Corp.

Summary

This agreement is a temporary waiver between MBIA Insurance Corporation, Bank One (as trustee), EFG-IV, LP, and Academic Management Services Corp. It waives, for 90 days, any defaults or events of default caused by reporting deficiencies by the AMS Parties under certain financial transaction documents, as long as these deficiencies do not materially harm MBIA, Bank One, or the trust. After 90 days, all rights and remedies are reinstated unless the defaults are cured. The waiver does not apply to future defaults and can only be changed in writing by all parties.

EX-10.74 6 d08102exv10w74.txt EFG-IV WAIVER DATED JULY 24, 2003 EXHIBIT 10.74 EXECUTION COPY EFG-IV WAIVER Reference is made to (1) an Indenture, dated as of October 7, 1999, between EFG-IV, LP ("EFG-IV"), as Issuer, and Bank One, National Association ("Bank One"), as Indenture Trustee and as Eligible Lender Trustee; (2) a Master Servicing Agreement, dated as of October 7, 1999, between EFG-IV, as Issuer, Academic Management Services Corp. ("AMS") as successor to EFG Technologies, Inc. ("EFG Technologies"), as Master Servicer, and Bank One, as Eligible Lender Trustee and as Indenture Trustee; (3) an Insurance Agreement, dated as of October 7, 1999 between MBIA Insurance Corporation ("MBIA"), as Insurer, EFG-IV, as Issuer, AMS as successor to Educational Finance Group, Inc. ("EFG"), as Seller, AMS as successor to EFG Technologies, as Master Servicer, EFG-III SPC-I, Inc. (the "General Partner"), as General Partner of the Issuer, and Bank One, as Indenture Trustee and as Eligible Lender Trustee; (4) a Purchase and Contribution Agreement, dated as of October 7, 1999, between Bank One, as EFG Eligible Lender Trustee for the benefit of AMS as successor to EFG, Bank One, as Eligible Lender Trustee for the benefit of EFG-IV, AMS as successor to EFG, as Seller, and EFG-IV, as Purchaser; and (5) the other transaction documents related thereto (collectively, items (1) through (5), as the same may be amended or modified from time to time, the "EFG-IV Transaction Documents"). AMS, EFG-IV and the General Partner are referred to collectively as the "AMS Parties". Defined terms used herein, and not defined herein, shall have the meanings ascribed to such terms in the EFG-IV Transaction Documents. Each of Bank One and MBIA hereby agree, for a period of 90 days from the date hereof, to waive all defaults, amortization events and events of default based solely on defaults arising prior to the date hereof and resulting from inaccurate or untimely reporting or any other reporting deficiency by any AMS Party under any of the EFG-IV Transaction Documents; provided, however, that such inaccurate or untimely reporting or other reporting deficiency shall not have a material adverse effect on MBIA, Bank One, as Indenture Trustee, or the trust created under the EFG-IV Indenture; provided, further, that Bank One's waiver hereunder shall be subject to the right of any other party (other than MBIA) to direct Bank One to exercise any right or remedy in accordance with the EFG-IV Transaction Documents. No waiver by Bank One and MBIA provided herein shall remain in effect after the expiration hereof as provided herein. Upon the expiration of this Waiver, (i) Bank One and MBIA shall retain all of the rights and remedies relating to the defaults and events of default (including, without limitation, the right to pursue their rights and remedies under the EFG-IV Transaction Documents and applicable law) and (ii) all defaults and events of default shall be reinstated and shall be in full force and effect, unless otherwise cured. It is expressly agreed by Bank One and MBIA that the AMS Parties and all parties related thereto shall have the ability to cure any and all defaults, events of default, amortization events and servicer defaults in existence as of the date hereof, regardless of whether the applicable cure period has expired. Notwithstanding anything to the contrary herein, neither MBIA nor Bank One waives, nor does either agree that it will waive or forbear from in the future, any future default or future event of default. This Waiver may not be altered, amended, or rescinded, nor may any of its provisions be waived, except by an instrument in writing signed by all parties hereto or, in the case of an asserted waiver, by the party against whom the waiver is sought to be enforced. [signature page follows] 2 THIS WAIVER has been duly executed by the undersigned as to the 24th day of July, 2003. MBI INSURANCE CORPORATION By /s/ LISA A. WILSON ------------------------------------- Name: Lisa A. Wilson Title: Assistant Secretary BANK ONE, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, Eligible Lender Trustee and EFG Eligible Lender Trustee By /s/ SANDRA WHALEN ------------------------------------- Name: Sandra Whalen Title: Vice President EFG-IV, LP By: EFG-III SPC-I, Inc., its General Partner By /s/ JOHN M. GOMES ------------------------------------- Name: John M. Gomes Title: President ACADEMIC MANAGEMENT SERVICES CORP. By /s/ GREGORY T. MUTZ ------------------------------------- Name: Gregory T. Mutz Title: Chairman of the Board