EXHIBIT 1.1
SLC STUDENT LOAN TRUST-I
$____________
STUDENT LOAN ASSET-BACKED AUCTION RATE NOTES
(SERIES _____)
UNDERWRITING AGREEMENT
__________ __, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
SLC Student Loan Trust-I, a Delaware business trust (the "Company"),
proposes to sell to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter"), pursuant to
the terms of this Underwriting Agreement, $________ aggregate principal amount
of its Series ____ Student Loan Asset-Backed Auction Rate Notes (the "Notes") in
the classes and initial principal amounts set forth on Schedule A hereto.
Bankers Trust Company, a New York banking corporation, will act as eligible
lender (the "Eligible Lender") on behalf of the Company. The Notes will be
issued under an Indenture of Trust dated as of __________ __, 2002 (the "Master
Indenture") between the Company and Bankers Trust Company, a New York banking
corporation, as indenture trustee (the "Trustee"), as supplemented by the Series
____ Supplemental Indenture of Trust (the "Indenture Supplement" and
collectively with the Master Indenture, the "Indenture"). Upon issuance, the
Notes will be secured by, among other things, Financed Eligible Loans (as
defined in the Indenture) pledged to the Trustee and described in the Prospectus
(as defined in Section 3 below). The Financed Eligible Loans will be serviced by
The Student Loan Corporation, a Delaware corporation ("SLC") pursuant to a
Servicing Agreement dated as of __________ __, 2002 (the "Servicing Agreement"),
between SLC and the Company. SLC has entered into a loan subservicing agreement
with [Name of Sub-Servicer], a [State] corporation (the "Sub-Servicer"), dated
as of __________ __, 2002 (the "Subservicing Agreement") pursuant to which
Sub-Servicer will act as subservicer with respect to the Financed Eligible
Loans.
This Agreement, the Loan Sale and Contribution Agreement, dated as of
__________ __, 2002, between SLC and SLC Student Loan Receivables I, Inc. ("SLC
Receivables") (along with the related Loan Transfer Addendum, the "SLC Sale
Agreement"), the Loan Sale and Contribution Agreement, dated as of __________
__, 2002, between SLC Receivables and the Company (along with the related Loan
Transfer Addendum, the "SLC Receivables Sale Agreement" and, collectively with
the SLC Sale Agreement, the "Sale Agreements"), the Trust Agreement, dated as of
December 20, 2001, between Wilmington Trust Company, as owner trustee (the Owner
Trustee") and SLC Receivables, as depositor (the "Trust Agreement"), the
Servicing Agreement, the Subservicing Agreement and the Indenture shall
collectively hereinafter be referred to as the "Basic Documents."
Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Indenture or the Prospectus.
The Company proposes, upon the terms and conditions set forth herein, to
sell to the Underwriter on the Closing Date (as hereinafter defined) the
aggregate principal amount of each Class of Notes set forth next to the name of
the Underwriter on Schedule A hereto.
The Company wishes to confirm as follows this agreement with the
Underwriter in connection with the purchase and resale of the Notes.
1. Agreements to Sell, Purchase and Resell. (a) The Company hereby
agrees, subject to all the terms and conditions set forth herein, to sell to the
Underwriter and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, the Underwriter agrees to purchase from the
Company, such principal amount of each Class of the Notes at such respective
purchase prices as are set forth next to the name of the Underwriter on Schedule
A hereto.
(b) It is understood that the Underwriter proposes to offer the
Notes for sale to the public (which may include selected dealers) as set forth
in the Prospectus.
2. Delivery of the Notes and Payment Therefor. Delivery to the Underwriter of
and payment for the Notes shall be made at the office of Cadwalader ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇, New York, New York, at 1:00 p.m., New York time, on March __, 2002 (the
"Closing Date"). The place of such closing and the Closing Date may be varied by
agreement between the Underwriter and the Company.
The Notes will be delivered to the Underwriter against payment of the
purchase price therefor to the Company in Federal Funds, by wire transfer to an
account at a bank acceptable to the Underwriter, or such other form of payment
as to which the parties may agree. Unless otherwise agreed to by the Company and
the Underwriter, each Class of Notes will be evidenced by a single global
security in definitive form deposited with the Trustee as custodian for DTC
and/or by additional definitive securities, and will be registered, in the case
of the global Classes of Notes, in the name of Cede & Co. as nominee of The
Depository Trust Company ("DTC"), and in the other cases, in such names and in
such denominations as the Underwriter shall request prior to 1:00 p.m., New York
City time, no later than the business day preceding the Closing Date. The Notes
to be delivered to the Underwriter shall be made available to the Underwriter in
New York, New York, for inspection and packaging not later than 11:30 a.m., New
York City time, on the business day next preceding the Closing Date.
3. Representations and Warranties of the Company. The Company represents
and warrants to the Underwriter that:
(a) registration statement on Form S-3 (No. 333-75952), including a
prospectus and such amendments thereto as may have been required to the
date hereof, relating to the Notes and the offering thereof from time to
time in accordance with Rule 415 under the Securities Act of 1933, as
amended (the "Act"), has been filed with the Securities and Exchange
Commission (the "SEC" or the "Commission") and such registration
statement, as amended, has become effective; such registration statement,
as amended, and the prospectus relating to the sale of the Notes offered
thereby constituting a part thereof, as from time to time amended or
supplemented (including the base prospectus, any prospectus supplement
filed with the Commission pursuant to Rule 424(b) under the Act, the
information deemed to be a part thereof pursuant to Rule 430A(b) under the
Act, and the information incorporated by reference therein) are
respectively referred to herein as the "Registration Statement" and the
"Prospectus" respectively; and the conditions to the use of a registration
statement on Form S-3 under the Act, as set forth in the General
Instructions to Form S-3, and the conditions of Rule 415 under the Act,
have been satisfied with respect to the Registration Statement;
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all respects to the
requirements of the Act, the rules and regulations of the SEC (the "Rules
and Regulations") and the Trust Indenture Act of 1939, as amended, and the
rules and regulations thereunder (the "Trust Indenture Act"), and, except
with respect to information omitted pursuant to Rule 430A of the Act, did
not include any untrue statement of a material fact or, in the case of the
Registration Statement, omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading
and, in the case of the Prospectus, omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and on the date
of this Agreement and on the Closing Date, the Registration Statement and
the Prospectus will conform in all respects to the requirements of the
Act, the Rules and Regulations and the Trust Indenture Act, and neither of
such documents included or will include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that the foregoing does not apply to statements in or omissions
from the Registration Statement or the Prospectus based upon written
information furnished to the Company by the Underwriter, specifically for
use therein.
(c) The Commission has not issued and, to the best knowledge of the
Company, is not threatening to issue any order preventing or suspending
the use of the Registration Statement.
(d) As of the Closing Date, each consent, approval, authorization or
order of, or filing with, any court or governmental agency or body which
is required to be obtained or made by the Company or its affiliates for
the consummation of the transactions contemplated by this Agreement shall
have been obtained, except as otherwise provided in the Basic Documents.
(e) The Master Indenture and the Indenture Supplement have been duly
and validly authorized by the Company and, upon their execution and
delivery by the Company and assuming due authorization, execution and
delivery by the Trustee, will be valid and binding agreements of the
Company, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and conform in all material respects
to the description thereof in the Prospectus. The Master Indenture has
been duly qualified under the Trust Indenture Act with respect to the
Notes.
(f) The Notes have been duly authorized by the Company and the Notes
to be issued on the Closing Date, when executed by the Company and
authenticated by the Trustee in accordance with the Indenture, and
delivered to the Underwriter against payment therefor in accordance with
the terms hereof, will have been validly issued and delivered, and will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
moratorium, fraudulent conveyance or other similar laws relating to or
affecting creditors' rights generally and court decisions with respect
thereto, and the Notes will conform in all material respects to the
description thereof in the Prospectus.
(g) The Company is a business trust duly organized, validly existing
and in good standing under the laws of the State of Delaware with full
power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus Supplement and as
conducted on the date hereof, and is duly registered and qualified to
conduct its business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its business requires
such registration or qualification, except where the failure so to
register or qualify does not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net worth
or results of operations of the Company.
(h) Other than as contemplated by this Agreement or as disclosed in
the Prospectus, there is no broker, finder or other party that is entitled
to receive from the Company or any of its affiliates any brokerage or
finder's fee or other fee or commission as a result of any of the
transactions contemplated by this Agreement.
(i) There are no legal or governmental proceedings pending or
threatened or, to the knowledge of the Company contemplated, against the
Company, or to which the Company or any of its properties is subject, that
are not disclosed in the Prospectus and which, if adversely decided, would
individually or in the aggregate have a material adverse effect on the
condition (financial or other), business, properties or results of
operations of the Company ("Material Adverse Effect"), or would materially
and adversely affect the ability of the Company to perform its obligations
under this Agreement and the other Basic Documents or otherwise materially
affect the issuance of the Notes or the consummation of the transactions
contemplated hereby or by the Basic Documents.
(j) Neither the offer, sale or delivery of the Notes by the Company
nor the execution, delivery or performance of this Agreement or the Basic
Documents by the Company, nor the consummation by the Company of the
transactions contemplated hereby or thereby (i) requires or will require
any consent, approval, authorization or other order of, or registration or
filing with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except for compliance with the
securities or Blue Sky laws of various jurisdictions, the qualification of
the Indenture under the Trust Indenture Act and such other consents,
approvals or authorizations as shall have been obtained prior to the
Closing Date) or conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, the organizational documents
or bylaws of the Company or (ii) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, in any
material respect, any material agreement, indenture, lease or other
instrument to which the Company is a party or by which the Company or any
of its properties may be bound, or violates or will violate in any
material respect any statute, law, regulation or filing or judgment,
injunction, order or decree applicable to the Company or any of its
properties, or will result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant
to the terms of any agreement or instrument to which it is a party or by
which it may be bound or to which any of its properties is subject other
than as contemplated by the Basic Documents.
(k) The Company has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement and the other
Basic Documents to which it is a party; the execution and delivery of, and
the performance by the Company of its obligations under, this Agreement
and the other Basic Documents to which it is a party have been duly and
validly authorized by the Company and this Agreement and the other Basic
Documents have been duly executed and delivered by the Company and
constitute the valid and legally binding agreements of the Company,
enforceable against the Company in accordance with their respective terms,
except as the enforcement hereof and thereof may be limited by bankruptcy,
insolvency, moratorium, fraudulent conveyance or other similar laws
relating to or affecting creditors' rights generally and court decisions
with respect thereto and subject to the applicability of general
principles of equity, and except as rights to indemnity and contribution
hereunder and thereunder may be limited by Federal or state securities
laws or principles of public policy.
(l) SLC's sale and contribution of Financed Eligible Loans to SLC
Receivables and SLC Receivables' sale and contribution of Financed
Eligible Loans to the order of the Trustee on behalf of the Company as of
the applicable sale date described in the Sale Agreements will vest in the
Trustee on behalf of the Company all of the Sellers' right, title and
interest therein, subject to no prior lien, mortgage, security interest,
pledge, adverse claim, charge or other encumbrance.
(m) The Company's assignment of the Financed Eligible Loans to the
Trustee pursuant to the Indenture will vest in the Trustee, for the
benefit of the Noteholders, a first priority perfected security interest
therein, subject to no prior lien, mortgage, security interest, pledge,
adverse claim, charge or other encumbrance.
(n) The Company is not, nor as a result of the issuance and sale of
the Notes as contemplated hereunder will it become, subject to
registration as an "investment company" under the Investment Company Act
of 1940, as amended (the "1940 Act").
(o) The representations and warranties made by the Company in any
Basic Document to which the Company is a party and made in any Officer's
Certificate of the Company will be true and correct at the time made and
on and as of the applicable Closing Date.
4. Agreements of the Company. The Company agrees with the
Underwriter as follows:
(a) The Company will prepare a supplement to the Prospectus setting
forth the amount of the Notes covered thereby and the terms thereof not
otherwise specified in the Prospectus, the price at which the Notes are to
be purchased by the Underwriter, either the initial public offering price
or the method by which the price at which the Notes are to be sold will be
determined, the selling concessions and reallowances, if any, and such
other information as the Underwriter and the Company deem appropriate in
connection with the offering of the Notes, and the Company will timely
file such supplement to the prospectus with the SEC pursuant to Rule
424(b) under the Act, but the Company will not file any amendments to the
Registration Statement as in effect with respect to the Notes or any
amendments or supplements to the Prospectus, unless it shall first have
delivered copies of such amendments or supplements to the Underwriter,
with reasonable opportunity to comment on such proposed amendment or
supplement or if the Underwriter shall have reasonably objected thereto
promptly after receipt thereof; the Company will immediately advise the
Underwriter or the Underwriter's counsel (i) when notice is received from
the SEC that any post-effective amendment to the Registration Statement
has become or will become effective and (ii) of any order or communication
suspending or preventing, or threatening to suspend or prevent, the offer
and sale of the Notes or of any proceedings or examinations that may lead
to such an order or communication, whether by or of the SEC or any
authority administering any state securities or Blue Sky law, as soon as
the Company is advised thereof, and will use its best efforts to prevent
the issuance of any such order or communication and to obtain as soon as
possible its lifting, if issued.
(b) If, at any time when the Prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend or supplement the Prospectus to comply with
the Act or the Rules and Regulations, the Company promptly will notify the
Underwriter of such event and will promptly prepare and file with the SEC,
at its own expense, an amendment or supplement to such Prospectus that
will correct such statement or omission or an amendment that will effect
such compliance. Neither the Underwriter's consent to, nor the
Underwriter's delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6
hereof.
(c) The Company will immediately inform the Underwriter (i) of the
receipt by the Company of any communication from the SEC or any state
securities authority concerning the offering or sale of the Notes and (ii)
of the commencement of any lawsuit or proceeding to which the Company is a
party relating to the offering or sale of the Notes.
(d) The Company will furnish to the Underwriter, without charge,
copies of the Registration Statement (including all documents and exhibits
thereto or incorporated by reference therein), the Prospectus, and all
amendments and supplements to such documents relating to the Notes, in
each case in such quantities as the Underwriter may reasonably request.
(e) No amendment or supplement will be made to the Registration
Statement or Prospectus which the Underwriter shall not previously have
been advised or to which it shall reasonably object after being so
advised.
(f) The Company will cooperate with the Underwriter and with its
counsel in connection with the qualification of, or procurement of
exemptions with respect to, the Notes for offering and sale by the
Underwriter and by dealers under the securities or Blue Sky laws of such
jurisdictions as the Underwriter may designate and will file such consents
to service of process or other documents necessary or appropriate in order
to effect such qualification or exemptions; provided that in no event
shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which
would subject it to service of process in suits, other than those arising
out of the offering or sale of the Notes, in any jurisdiction where it is
not now so subject.
(g) The Company consents to the use, in accordance with the
securities or Blue Sky laws of such jurisdictions in which the Notes are
offered by the Underwriter and by dealers, of the Prospectus furnished by
the Company.
(h) To the extent, if any, that the rating or ratings provided with
respect to the Notes by the rating agency or agencies that initially rate
the Notes is conditional upon the furnishing of documents or the taking of
any other actions by the Company, the Company shall cause to be furnished
such documents and such other actions to be taken.
(i) So long as any of the Notes are outstanding, the Company will
furnish to the Underwriter (i) as soon as available, a copy of each
document relating to the Notes required to be filed with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any order of the SEC thereunder, and (ii) such other information
concerning the Company as the Underwriter may request from time to time.
(j) If this Agreement shall terminate or shall be terminated after
execution and delivery pursuant to any provisions hereof (otherwise than
by notice given by the Underwriter terminating this Agreement pursuant to
Section 8 or Section 9 hereof) or if this Agreement shall be terminated by
the Underwriter because of any failure or refusal on the part of the
Company to comply with the terms or fulfill any of the conditions of this
Agreement, the Company agrees to reimburse the Underwriter for all
out-of-pocket expenses (including fees and expenses of their counsel)
reasonably incurred by it in connection herewith, but without any further
obligation on the part of the Company for loss of profits or otherwise.
(k) The net proceeds from the sale of the Notes hereunder will be
applied substantially in accordance with the description set forth in the
Prospectus.
(l) Except as stated in this Agreement and in the Prospectus, the
Company has not taken, nor will it take, directly or indirectly, any
action designed to or that might reasonably be expected to cause or result
in stabilization or manipulation of the price of the Notes to facilitate
the sale or resale of the Notes.
(m) For a period from the date of this Agreement until the
retirement of the Notes, the Company will deliver to you the annual
statements of compliance and the annual independent certified public
accountants' reports furnished to the Trustee or the Company pursuant to
the Servicing Agreement as soon as such statements and reports are
furnished to the Trustee or the Company.
(n) On or before the Closing Date, the Company shall ▇▇▇▇ its
accounting and other records, if any, relating to the Financed Eligible
Loans and shall cause the Servicer, SLC and SLC Receivables to ▇▇▇▇ their
respective computer records relating to the Financed Eligible Loans to
show the absolute ownership by the Trustee, as eligible lender of, and the
interest of the Company in, the initial Financed Eligible Loans, and from
and after each Closing Date the Company will take, or cause the Servicer,
SLC and SLC Receivables to take, as the case may be, such actions with
respect to the respective records of each with regard to any additional
acquired Eligible Loans at the time of the acquisition thereof by the
Trustee on behalf of the Company and the Company shall not take, or shall
permit any other person to take, any action inconsistent with the
ownership of, and the interest of the Company in, the Financed Eligible
Loans, other than as permitted by the Basic Documents.
(o) For the period beginning on the date of this Agreement and
ending 90 days hereafter, none of the Company and any entity affiliated,
directly or indirectly, with the Company will, without the prior written
notice to the Underwriter, offer to sell or sell notes (other than the
Notes) collateralized by FFELP Loans; provided, however, that this shall
not be construed to prevent the sale of FFELP Loans by the Company.
(p) If, at the time the Registration Statement became effective, any
information shall have been omitted therefrom in reliance upon Rule 430A
under the 1933 Act, then, immediately following the execution of this
Agreement, the Company will prepare, and file or transmit for filing with
the Commission in accordance with such Rule 430A and Rule 424(b) under the
1933 Act, copies of an amended Prospectus containing all information so
omitted.
(q) As soon as practicable, but not later than 16 months after the
date of this Agreement, the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the
Registration Statement, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement to become effective
prior to the date of this Agreement and (iii) the date of the Company's
most recent Annual Report or Form 10-K filed with the Commission prior to
the date of this Agreement, which will satisfy the provisions of Section
11(a) of the Act.
5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless the Underwriter and each person, if any, who
controls the Underwriter within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, from and against any and all losses, claims, damages,
liabilities and expenses (or actions in respect thereof) arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Prospectus, or in any amendment or
supplement thereto, or any preliminary prospectus, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
and will reimburse the Underwriter for any legal or other expenses reasonably
incurred by the Underwriter in connection with investigating or defending any
such loss, claim, damage, liability, or action as such expenses are incurred,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to the Underwriter
furnished in writing to the Company by or on behalf of the Underwriter through
the Underwriter expressly for use therein, it being understood that the only
such information furnished by the Underwriter consists of the information
described as such in Section 10 of this Agreement; provided, however, that the
indemnification contained in this paragraph (a) with respect to any preliminary
prospectus shall not inure to the benefit of the Underwriter (or to the benefit
of any person controlling the Underwriter) on account of any such loss, claim,
damage, liability or expense arising from the sale of the of Notes by the
Underwriter to any person if the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in such preliminary
prospectus was corrected in the final Prospectus and the Underwriter sold Notes
to that person without sending or giving at or prior to the written confirmation
of such sale, a copy of the final Prospectus (as then amended or supplemented
but excluding documents incorporated by reference therein) if the Company has
previously furnished sufficient copies thereof to the Underwriter. The foregoing
indemnity agreement shall be in addition to any liability which the Company may
otherwise have.
(b) If any action, suit or proceeding shall be brought against the
Underwriter or any person controlling the Underwriter in respect of which
indemnity may be sought against the Company, the Underwriter or such
controlling person shall promptly notify the parties against whom
indemnification is being sought (the "indemnifying parties"), but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except to the extent
that the indemnifying party is materially prejudiced by such omission. In
case any such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party).
The Underwriter or any such controlling person shall have the right to
employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Underwriter or such controlling
person unless (i) the indemnifying parties have agreed in writing to pay
such fees and expenses, (ii) the indemnifying parties have failed to
assume the defense and employ counsel, or (iii) the named parties to any
such action, suit or proceeding (including any impleaded parties) include
both the Underwriter or such controlling person and the indemnifying
parties and the Underwriter or such controlling person shall have been
advised by its counsel that there may be one or more legal defenses
available to it which are different from or additional to or in conflict
with those available to the indemnifying parties and in the reasonable
judgment of such counsel it is advisable for the Underwriter or such
controlling person to employ separate counsel (in which case the
indemnifying party shall not have the right to assume the defense of such
action, suit or proceeding on behalf of the Underwriter or such
controlling person). It is understood, however, that the indemnifying
parties shall, in connection with any one such action, suit or proceeding
or separate but substantially similar or related actions, suits or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Underwriter and controlling persons not
having actual or potential differing interests with the Underwriter or
among themselves, which firm shall be designated in writing by the
Underwriter, and that all such fees and expenses shall be reimbursed on a
monthly basis as provided in paragraph (a) hereof. An indemnifying party
will not, without the prior written consent of the indemnified party,
settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect
of which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii)
does not include a statement as to, or an admission of fault, culpability
or a failure to act by or on behalf of an indemnified party.
(c) The Underwriter agrees to indemnify and hold harmless the
Company and its directors and officers, and any person who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, to the same extent as the indemnity from the Company to the
Underwriter set forth in paragraph (a) hereof, but only with respect to
information relating to the Underwriter furnished in writing by or on
behalf of the Underwriter expressly for use in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus therein, it being understood that the only such
information furnished by the Underwriter consists of the information
described as such in Section 10 of this Agreement. If any action, suit or
proceeding shall be brought against the Company, any of its directors or
officers, or any such controlling person based on the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus and in respect of which indemnity may be
sought against the Underwriter pursuant to this paragraph (c), the
Underwriter shall have the rights and duties given to the Company by
paragraph (b) above (except that if the Company shall have assumed the
defense thereof the Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the Underwriter's
expense), and the Company, its directors and officers, and any such
controlling person shall have the rights and duties given to the
Underwriter by paragraph (b) above. The foregoing indemnity agreement
shall be in addition to any liability which the Underwriter may otherwise
have.
(d) If the indemnification provided for in this Section 5 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred
to therein, then an indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities
or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the
Underwriter on the other hand from the offering of the Notes, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriter on the other in connection
with the statements or omissions that resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and the Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriter. The
relative fault of the Company on the one hand and the Underwriter on the
other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Underwriter
on the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.
(e) The Company and the Underwriter agree that it would not be just
and equitable if contribution pursuant to this Section 5 were determined
by a pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities and expenses referred to in
paragraph (d) above shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating any claim or defending
any such action, suit or proceeding. Notwithstanding the provisions of
this Section 5, the Underwriter shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which the Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(f) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under
this Section 5 shall be paid by the indemnifying party to the indemnified
party as such losses, claims, damages, liabilities or expenses are
incurred. The indemnity and contribution agreements contained in this
Section 5 and the representations and warranties of the Company and the
Underwriter set forth in this Agreement shall remain operative and in full
force and effect, regardless of (i) any investigation made by or on behalf
of the Underwriter, the Company or any person controlling any of them or
their respective directors or officers, (ii) acceptance of any Notes and
payment therefor hereunder, and (iii) any termination of this Agreement. A
successor to the Underwriter, the Company or any person controlling any of
them or their respective directors or officers, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 5.
6. Conditions of the Underwriter's Obligations. The obligations of
the Underwriter to purchase the Notes hereunder are subject to the following
conditions precedent:
(a) All actions required to be taken and all filings required to be
made by the Company under the Act prior to the sale of the Notes shall
have been duly taken or made. At and prior to the Closing Date, no stop
order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or the Underwriter, shall
be contemplated by the Commission.
(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development or event involving a
prospective change, in or affecting the condition (financial or other),
business, properties, net worth, or results of operations of the Company,
SLC, SLC Receivables, the Servicer or [Name of Sub-Servicer] not
contemplated by the Registration Statement, which in the opinion of the
Underwriter, would materially adversely affect the market for the Notes,
(ii) any downgrading in the rating of any debt securities of the Company,
SLC, SLC Receivables, the Servicer or [Name of Sub-Servicer] by any
nationally recognized statistical rating organization or any public
announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company, SLC, SLC Receivables,
the Servicer or [Name of Sub-Servicer] (other than an announcement with
positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating), or (iii) any event or development
which makes any statement made in the Registration Statement or Prospectus
untrue or which, in the opinion of the Company and its counsel or the
Underwriter and their counsel, requires the filing of any amendment to or
change in the Registration Statement or Prospectus in order to state a
material fact required by any law to be stated therein or necessary in
order to make the statements therein not misleading, if amending or
supplementing the Registration Statement or Prospectus to reflect such
event or development would, in the opinion of the Underwriter, materially
adversely affect the market for the Notes.
(c) You shall have received an opinion addressed to you of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ and [__________], dated the Closing Date, in
form and substance satisfactory to you and your counsel with respect to
the status of the Company, to each of the Sale Agreements, Servicing
Agreement, Indenture, Trust Agreement, Auction Agency Agreement,
Broker-Dealer Agreement, and this Agreement and to the validity of the
Notes and such related matters as you shall reasonably request. In
addition, you shall have received an opinion addressed to you of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, in its capacity as counsel for the Company,
in form and substance satisfactory to you and your counsel, concerning
"true sale," "non- consolidation" and "first perfected security interest"
and certain other issues with respect to the transfer of the Financed
Eligible Loans from the SLC to SLC Receivables, SLC Receivables to the
Company and from the Company to the Trustee.
(d) You shall have received an opinion addressed to you of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, in its capacity as counsel for the Company,
dated the Closing Date, in form and substance satisfactory to you and your
counsel to the effect that the statements in the Prospectus under the
headings "Federal Income Tax Consequences" and "ERISA Considerations", to
the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects.
(e) You shall have received an opinion addressed to you of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, in its capacity as counsel for the Company,
dated the Closing Date, in form and substance satisfactory to you and your
counsel with respect to the character of the Notes for federal tax
purposes.
(f) You shall have received an opinion addressed to you of Stroock &
Stroock & ▇▇▇▇▇ LLP, in its capacity as Underwriter's Counsel, dated the
Closing Date, in form and substance satisfactory to you.
(g) You shall have received an opinion addressed to you of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, in its capacity as counsel for the Company,
dated the Closing Date in form and substance satisfactory to you and your
counsel with respect to the Prospectus and the Registration Statement and
certain matters arising under the Trust Indenture Act of 1939, as amended,
and the Investment Company Act of 1940, as amended.
(h) You shall have received opinions addressed to you of Cadwalader,
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ in their capacity as counsel to SLC and SLC Receivables,
each dated the Closing Date and satisfactory in form and substance to you
and your counsel.
(i) You shall have received an opinion addressed to you of ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & Finger, in its capacity as counsel to the Owner Trustee, dated
the Closing Date and in form and substance satisfactory to you and your
counsel.
(j) You shall have received an opinion addressed to you of counsel
to the Trustee, dated the Closing Date and in form and substance
satisfactory to you and your counsel, to the effect that:
(i) The Trustee is a New York banking corporation duly organized and
validly existing under the laws of the State of New York.
(ii) The Trustee has the full corporate trust power to accept the
office of indenture trustee under the Indenture and to enter into and
perform its obligations under the Indenture, the Custodian Agreement, the
Auction Agency Agreement and each Guarantee Agreement.
(iii) The execution and delivery of each of the Indenture, the
Custodian Agreements, the Auction Agency Agreement and each Guarantee
Agreement, and the performance by the Trustee of its obligations under the
Indenture, the Custodian Agreements, the Auction Agency Agreement and each
Guarantee Agreement, have been duly authorized by all necessary action of
the Trustee and each has been duly executed and delivered by the Trustee.
(iv) The Indenture, the Custodian Agreements, the Auction Agency
Agreement and each Guarantee Agreement constitute valid and binding
obligations of the Trustee enforceable against the Trustee.
(v) The execution and delivery by the Trustee of the Indenture, the
Custodian Agreement, the Auction Agency Agreement and each Guarantee
Agreement do not require any consent, approval or authorization of, or any
registration or filing with, any state or United States Federal
governmental authority.
(vi) Each of the Notes has been duly authenticated by the Trustee.
(vii) Neither the consummation by the Trustee of the transactions
contemplated in the Indenture, the Custodian Agreements, the Auction
Agency Agreement and each Guarantee Agreement nor the fulfillment of the
terms thereof by the Trustee will conflict with, result in a breach or
violation of, or constitute a default under any law or the charter,
by-laws or other organizational documents of the Trustee or the terms of
any indenture or other agreement or instrument known to such counsel and
to which the Trustee or any of its subsidiaries is a party or is bound or
any judgment, order or decree known to such counsel to be applicable to
the Trustee or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over the Trustee or any of its subsidiaries.
(viii)There are no actions, suits or proceedings pending or, to the
best of such counsel's knowledge after due inquiry, threatened against the
Trustee (as indenture trustee under the Indenture or in its individual
capacity) before or by any governmental authority that might materially
and adversely affect the performance by the Trustee of its obligations
under, or the validity or enforceability of, the Indenture, the Custodian
Agreements, the Auction Agency Agreement or any Guarantee Agreement.
(ix) The execution, delivery and performance by the Trustee of the
Indenture, the Custodian Agreements, the Auction Agency Agreement or any
Guarantee Agreement will not subject any of the property or assets of the
Company or any portion thereof, to any lien created by or arising under
the Indenture that is unrelated to the transactions contemplated in such
agreements.
(x) The Trustee is an "eligible lender" for purposes of the FFELP
Program in its capacity as trustee with respect to Financed Eligible Loans
held under the Indenture.
(k) You shall have received certificates addressed to you dated the
Closing Date of any two of the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the
Treasurer, any Assistant Treasurer, the principal financial officer or the
principal accounting officer of SLC, SLC Receivables and the Servicer in
which such officers shall state that, to the best of their knowledge after
reasonable investigation, (i) the representations and warranties of SLC,
SLC Receivables or the Servicer, as the case may be, contained in the
respective Sale Agreement, the Servicing Agreement and the Subservicing
Agreement, as applicable, are true and correct in all material respects,
that each of SLC, SLC Receivables and the Servicer has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, (ii) that
they have reviewed the Prospectus and that the information therein
regarding SLC, SLC Receivables or the Servicer, as applicable, is fair and
accurate in all material respects, and (iii) since the date set forth in
such certificate, except as may be disclosed in the Prospectus, no
material adverse change or any development involving a prospective
material adverse change, in or affecting particularly the business or
properties of SLC, SLC Receivables or the Servicer, as applicable, has
occurred.
(l) You shall have received certificates addressed to you dated the
Closing Date of any two of the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the
Treasurer, any Assistant Treasurer, the principal financial officer or the
principal accounting officer of [Name of Sub-Servicer] in which such
officers shall state that, to the best of their knowledge after reasonable
investigation, (i) the representations and warranties of [Name of
Sub-Servicer] contained in the Subservicing Agreements are true and
correct in all material respects, that each of [Name of Sub-Servicer] has
complied with all agreements and satisfied all conditions on its part to
be performed or satisfied under such agreements at or prior to the Closing
Date, (ii) that they have reviewed the Prospectus and that the information
therein regarding [Name of Sub-Servicer] is fair and accurate in all
material respects, and (iii) since the date set forth in such certificate,
except as may be disclosed in the Prospectus, no material adverse change
or any development involving a prospective material adverse change in, or
affecting particularly the business or properties of [Name of
Sub-Servicer] has occurred.
(m) You shall have received evidence satisfactory to you that, on or
before the Closing Date, UCC-1 financing statements have been or are being
filed in the office of the Secretary of State of the States of Delaware
and New York reflecting the grant of the security interest by the Company
in the Financed Eligible Loans and the proceeds thereof to the Trustee.
(n) You shall have received a certificate addressed to you dated the
Closing Date from a responsible officer acceptable to you of the Trustee
in form and substance satisfactory to you and your counsel and to which
shall be attached each Guarantee Agreement.
(o) The Underwriter shall have received on the Closing Date from
KPMG LLP a letter dated the Closing Date, and in form and substance
satisfactory to the Underwriter, to the effect that they have carried out
certain specified procedures, not constituting an audit, with respect to
certain information regarding the Financed Eligible Loans and setting
forth the results of such specified procedures.
(p) All the representations and warranties of the Company contained
in this Agreement and the Basic Documents shall be true and correct in all
material respects on and as of the date hereof and on and as of the
Closing Date as if made on and as of the Closing Date and the Underwriter
shall have received a certificate, dated the Closing Date and signed by an
executive officer of the Company to the effect set forth in this Section
6(o) and in Section 6(p) hereof.
(q) The Company shall not have failed at or prior to the Closing
Date to have performed or complied with any of its agreements herein
contained and required to be performed or complied with by it hereunder at
or prior to the Closing Date.
(r) The Underwriter shall have received by instrument dated the
Closing Date (at the option of the Representative), in lieu of or in
addition to the legal opinions referred to in this Section 6, the right to
rely on opinions provided by such counsel and all other counsel under the
terms of the Basic Documents.
(s) The Class A Notes shall be rated "AAA", "AAA" and "Aaa",
respectively, by Fitch, Inc. ("Fitch"), Standard & Poor's Ratings Service,
a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies ("S&P"), and ▇▇▇▇▇'▇ Investors
Services, Inc. ("Moody's"), the Class B Notes shall be rated "A", "A" and
"A2", respectively, by Fitch, S&P, and Moody's and that neither Fitch, S&P
nor Moody's have placed the Series ____ Notes under surveillance or review
with possible negative implications.
(t) [The issuance of the Notes shall not have resulted in a
reduction or withdrawal by Fitch, S&P or Moody's of the current rating of
any outstanding securities issued or originated by the Company or any of
its affiliates.]
(u) You shall have received evidence satisfactory to you of the
completion of all actions necessary to effect the transfer of the Financed
Eligible Loans as described in the Prospectus and the recordation thereof
on SLC's, SLC Receivables' and [Name of Sub-Servicer]'s computer systems.
(v) You shall have received certificates addressed to you dated the
Closing Date from officers of the Company addressing such additional
matters as you may reasonably request in form and substance satisfactory
to you and your counsel.
(w) You shall have received a signed Indemnity Agreement from SLC in
form and substance satisfactory to you and your counsel.
(x) You shall have received such other opinions, certificates and
documents as are required under the Indenture as a condition to the
issuance of the Notes.
The Company will provide or cause to be provided to you such
conformed copies of such of the foregoing opinions, notes, letters and documents
as you reasonably request.
7. Expenses. The Company agrees to pay or to otherwise cause the
payment of the following costs and expenses and all other costs and expenses
incident to the performance by it of its obligations hereunder: (i) the
preparation, printing or reproduction of the Registration Statement, the
Prospectus and each amendment or supplement to any of them, this Agreement, and
each other Basic Document; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging)
of such copies of the Registration Statement, the Prospectus and all amendments
or supplements to any of them as may be reasonably requested for use in
connection with the offering and sale of the Notes; (iii) the preparation,
printing, authentication, issuance and delivery of definitive certificates for
the Notes; (iv) the printing (or reproduction) and delivery of this Agreement,
the preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Notes; (v) qualification of the Indenture under the Trust Indenture Act;
(vi) the qualification of the Notes for offer and sale under the securities or
Blue Sky laws of the several states as provided in Section 3(h) hereof
(including the reasonable fees, expenses and disbursements of counsel relating
to the preparation, printing or reproduction, and delivery of the preliminary
and supplemental Blue Sky Memoranda and such qualification); (vii) the fees and
disbursements of (A) the Company's counsel, (B) the Underwriter's counsel, (C)
the Trustee and its counsel, (D) the Owner Trustee and its counsel, (E) the
Depository Trust Company in connection with the book-entry registration of the
Notes, (F) the SEC and (G) KPMG LLP, accountants for the Company and issuer of
the Comfort Letter; and (viii) the fees charged by S&P, Fitch and ▇▇▇▇▇'▇ for
rating the Notes.
8. Effective Date of Agreement. This Agreement shall be deemed
effective as of the date first above written upon the execution and delivery
hereof by all the parties hereto. Until such time as this Agreement shall have
become effective, it may be terminated by the Company, by notifying the
Underwriter, or by the Underwriter, by notifying the Company.
Any notice under this Section 8 may be given by telecopy or
telephone but shall be subsequently confirmed by letter.
9. Termination of Agreement. This Agreement shall be subject to
termination in the absolute discretion of the Underwriter, without liability on
the part of the Underwriter to the Company, by notice to the Company, if prior
to the Closing Date (i) trading in securities generally on the New York Stock
Exchange, American Stock Exchange or the Nasdaq National Market shall have been
suspended or materially limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or state
authorities, or (iii) there shall have occurred any outbreak or escalation of
hostilities or other international or domestic calamity, crisis or change in
political, financial or economic conditions, the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Underwriter, impracticable or inadvisable to commence or continue the
offering of the Notes on the terms set forth in the Prospectus, as applicable,
or to enforce contracts for the resale of the Notes by the Underwriter. Notice
of such termination may be given to the Company by telecopy or telephone and
shall be subsequently confirmed by letter.
10. Information Furnished by the Underwriter. The statements set
forth under the heading "Plan of Distribution" in the Prospectus Supplement
constitute the only information furnished by or on behalf of the Underwriter as
such information is referred to in Sections 3(b) and 5 hereof.
11. [Reserved].
12. Computational Materials. (a) It is understood that the
Underwriter may prepare and provide to prospective investors certain
Computational Materials (as defined below) in connection with the Company's
offering of the Notes, subject to the following conditions:
(i) The Underwriter shall comply with all applicable laws and
regulations in connection with the use of Computational Materials
including the No-Action Letter of May 20, 1994 issued by the Commission to
▇▇▇▇▇▇, Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co.
Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable
to other issuers and underwriters by the Commission in response to the
request of the Public Securities Association dated May 24, 1994, and the
No-Action Letter of February 17, 1995 issued by the Commission to the
Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").
(ii) As used herein, "Computational Materials" and the term "ABS
Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA
Letters, but shall include only those Computational Materials that have
been prepared or delivered to prospective investors by or at the direction
of the Underwriter.
(iii) The Underwriter shall provide the Company with representative
forms of all Computational Materials prior to their first use, to the
extent such forms have not previously been approved by the Company for use
by the Underwriter. The Underwriter shall provide to the Company, for
filing on Form 8-K as provided in Section 11(b), copies of all
Computational Materials that are to be filed with the Commission pursuant
to the ▇▇▇▇▇▇/PSA Letters. The Underwriter may provide copies of the
foregoing in a consolidated or aggregated form. All Computational
Materials described in this subsection (a)(iii) must be provided to the
Company not later than 12:00 p.m., New York City time, one business day
before filing thereof is required pursuant to the terms of this Agreement.
(iv) If the Underwriter does not provide the Computational Materials
to the Company pursuant to subsection (a)(iii) above, the Underwriter
shall be deemed to have represented, as of the applicable Closing Date,
that it did not provide any prospective investors with any information in
written or electronic form in connection with the offering of the Notes
that is required to be filed with the Commission in accordance with the
▇▇▇▇▇▇/PSA Letters.
(v) In the event of any delay in the delivery by the Underwriter to
the Company of all Computational Materials required to be delivered in
accordance with subsection (a)(iii) above, the Company shall have the
right to delay the release of the Prospectus to investors or to the
Underwriter, to delay the Closing Date and to take other appropriate
actions in each case as necessary in order to allow the Company to comply
with its agreement set forth in Section 11(b) to file the Computational
Materials by the time specified therein.
(b) The Company shall file the Computational Materials (if any)
provided to it by the Underwriter under Section 11(a)(iii) with the
Commission pursuant to a Current Report on Form 8-K no later than 5:30
P.M., New York City time, on the date required pursuant to the ▇▇▇▇▇▇/PSA
Letters.
13. Survival of Representations and Warranties. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the Underwriter set forth in or made pursuant to
this Agreement or contained in notes of officers of the Company submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation or statement as to the results thereof, made by or on
behalf of the Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Notes.
14. Miscellaneous. Except as otherwise provided in Sections 5, 8 and
9 hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
and (ii) if to the Underwriter, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇.
This Agreement has been and is made solely for the benefit of the
Underwriter, the Company, their respective directors, officers, trustees and
controlling persons referred to in Section 5 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from the Underwriter of any of the Notes in his status
as such purchaser.
15. Applicable Law; Counterparts. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York without
giving effect to the choice of laws or conflict of laws principles thereof.
The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof or
thereof shall have been executed and delivered on behalf of each party hereto.
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriter.
Very truly yours,
SLC Student Loan Trust-I
By____________________________
Name:_________________________
Title:________________________
Confirmed as of the date first above mentioned.
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
By____________________________
Name:_________________________
Title:________________________
SSL-DOCS2 70046283v3
SCHEDULE A
-------------------------------------------
UNDERWRITER
-------------------------------------------
Notes ▇▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL
Barney Inc.
-------------------------------------------
Class A-1 $______ $________
-------------------------------------------
Class A-2 $______ $________
-------------------------------------------
Class A-3 $______ $________
-------------------------------------------
Class B $______ $________
-------------------------------------------
Terms of the Notes
------------------
Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer
----- ------------- ------------------- --------------- --------------------- ------------------
A-1 Auction Rate [December 1, 2035] 100% ____% $_________
A-2 Auction Rate [December 1, 2035] 100% ____% _________
A-3 Auction Rate [December 1, 2035] 100% ____% _________
B Auction Rate [December 1, 2035] 100% ____% _________
------------------------- --------------------
TOTAL $_______ $_________
