Agreements of the Bank. The Bank agrees with the Underwriters as follows: (a) If the Effective Time is prior to the execution and delivery of this Agreement, the Bank will file the Prospectus, properly completed, with the SEC pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the Effective Date. The Bank will advise the Representative promptly of any such filing pursuant to Rule 424(b). The Bank will advise the Representative promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will not effect such amendment or supplementation without the consent of the Representative prior to the Closing Date, and thereafter will not effect any such amendment or supplementation to which the Representative reasonably objects; provided, however, except for the Current Report on Form 8-K described in Section 4(m), no consent of the Representative shall be required in connection with any filing made pursuant to the Exchange Act and the rules and regulations promulgated thereunder; the Bank will also advise the Representative promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information; and the Bank will also advise the Representative promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or known threat of any proceeding for that purpose and the Bank will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order. (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 such 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 Bank promptly will prepare and file with the SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. (c) The Bank will immediately inform the Representative (i) of the receipt by the Bank or the Trust 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 either the Bank or the Trust is a party relating to the offering or sale of the Notes; provided, however, with respect to the Trust, the Trust has so informed the Bank to the extent the Bank did not receive such communication provided in clause (i) or is not a party to the lawsuit or proceeding as provided in clause (ii) and did not receive notice of such lawsuit. (d) The Bank will furnish to the Underwriters, 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 Underwriters may reasonably request. (e) No amendment or supplement will be made to the Registration Statement or Prospectus unless the Representative shall have previously been advised thereof and the Representative shall not have reasonably objected thereto after being so advised; provided, however, after the Closing Date, excluded from this provision shall be filings made pursuant to the Exchange Act. (f) The Bank will cooperate with the Representative 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 Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as any Underwriter may designate and to which the Bank shall consent (which consent may be withheld in the Bank's sole discretion) and, in such jurisdictions, will file or cause the Trust to 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 either of the Bank or the Trust 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) Subject to Section 2, the Bank and the Trust consent to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Bank. (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 a series of Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank or the Trust, the Bank shall cause to be furnished such documents and such other reasonable actions to be taken. (i) For two years from the Closing Date, the Bank will furnish to the Representative (i) as soon as available, a copy of each document relating to the Trust or the Notes required to be filed with the SEC pursuant to the Exchange Act or any order of the SEC thereunder, and (ii) such other information concerning the Bank or the Trust as the Representative may reasonably request from time to time insofar as such information reasonably relates to the Registration Statement or the transactions contemplated by the Basic Documents. (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 an Underwriter terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Bank to comply with the terms or fulfill any of the conditions of this Agreement, the Bank agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of their counsel) reasonably incurred in connection herewith. In no event shall the Bank or the Trust be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement. (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 Bank 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; it being understood and agreed that no such action by any Underwriter shall be deemed an action of the Bank. (m) Provided that the Bank has received the Computational Materials (as defined in Section 8 below) within the time frame set forth in Section 8, the Bank will cause such Computational Materials to be filed with the SEC on a Current Report on Form 8-K (the "Current Report") not later than the second Business Day following the receipt of each Computational Materials. (n) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, neither the Bank nor any trust originated, directly or indirectly, by the Bank will, without the prior written consent of the Representative, offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans; provided, however, that this shall not be construed to prevent the sale of student loans by the Bank.
Appears in 1 contract
Agreements of the Bank. The Bank agrees with the Underwriters as follows:
(a) If the Effective Time is prior to the execution and delivery of this Agreement, the Bank will file the Prospectus, properly completed, with the SEC pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the Effective Date. The Bank will advise the Representative promptly of any such filing pursuant to Rule 424(b). The Bank will advise the Representative promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will not effect such amendment or supplementation without the consent of the Representative prior to the Closing Date, and thereafter will not effect any such amendment or supplementation to which the Representative reasonably objects; provided, however, except for the Current Report on Form 8-K described in Section 4(m), no consent of the Representative shall be required in connection with any filing made pursuant to the Exchange Act and the rules and regulations promulgated thereunder; the Bank will also advise the Representative promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information; and the Bank will also advise the Representative promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or known threat of any proceeding for that purpose and the Bank will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order.
(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 such 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 Bank promptly will prepare and file with the SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance.
(c) The Bank will immediately inform the Representative (i) of the receipt by the Bank or the Trust 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 either the Bank or the Trust is a party relating to the offering or sale of the Notes; provided, however, with respect to the Trust, the Trust has so informed the Bank to the extent the Bank did not receive such communication provided in clause (i) or is not a party to the lawsuit or proceeding as provided in clause (ii) and did not receive notice of such lawsuit.
(d) The Bank will furnish to the Underwriters, 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 Underwriters may reasonably request.
(e) No amendment or supplement will be made to the Registration Statement or Prospectus unless the Representative shall have previously been advised thereof and the Representative shall not have reasonably objected thereto after being so advised; provided, however, after the Closing Date, excluded from this provision shall be filings made pursuant to the Exchange Act.
(f) The Bank will cooperate with the Representative 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 Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as any Underwriter may designate and to which the Bank shall consent (which consent may be withheld in the Bank's sole discretion) and, in such jurisdictions, will file or cause the Trust to 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 either of the Bank or the Trust 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) Subject to Section 2, the Bank and the Trust consent to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Bank.
(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 a series of Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank or the Trust, the Bank shall cause to be furnished such documents and such other reasonable actions to be taken.
(i) For two years from the Closing Date, the Bank will furnish to the Representative (i) as soon as available, a copy of each document relating to the Trust or the Notes required to be filed with the SEC pursuant to the Exchange Act or any order of the SEC thereunder, and (ii) such other information concerning the Bank or the Trust as the Representative may reasonably request from time to time insofar as such information reasonably relates to the Registration Statement or the transactions contemplated by the Basic Documents.
(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 an Underwriter terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Bank to comply with the terms or fulfill any of the conditions of this Agreement, the Bank agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of their counsel) reasonably incurred in connection herewith. In no event shall the Bank or the Trust be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.
(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 Bank 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; it being understood and agreed that no such action by any Underwriter shall be deemed an action of the Bank.
(m) Provided that the Bank has received the Computational Materials (as defined in Section 8 below) within the time frame set forth in Section 8, the Bank will cause such Computational Materials to be filed with the SEC on a Current Report on Form 8-K (the "Current Report") not later than the second Business Day following date on which the receipt of each Computational MaterialsProspectus is available for distribution to investors.
(n) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, neither the Bank nor any trust originated, directly or indirectly, by the Bank will, without the prior written consent of the Representative, offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans; provided, however, that this shall not be construed to prevent the sale of student loans by the Bank.
Appears in 1 contract
Agreements of the Bank. The Bank agrees with the Underwriters as follows:
(a) If the Effective Time is prior to the execution and delivery of this Agreement, the Bank will file the Prospectus, properly completed, with the SEC pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the Effective Date. The Bank will advise the Representative promptly of any such filing pursuant to Rule 424(b). The Bank will advise the Representative promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will not effect such amendment or supplementation without the consent of the Representative prior to the Closing Date, and thereafter will not effect any such amendment or supplementation to which the Representative reasonably objects; provided, however, except for the Current Report on Form 8-K described in Section 4(m), no consent of the Representative shall be required in connection with any filing made pursuant to the Exchange Act and the rules and regulations promulgated thereunder; the Bank will also advise the Representative promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information; and the Bank will also advise the Representative promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or known threat of any proceeding for that purpose and the Bank will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order.
(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 such 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 Bank promptly will prepare and file with the SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance.
(c) The Bank will immediately inform the Representative (i) of the receipt by the Bank or the Trust 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 either the Bank or the Trust is a party relating to the offering or sale of the Notes; provided, however, with respect to the Trust, the Trust has so informed the Bank to the extent the Bank did not receive such communication provided in clause (i) or is not a party to the lawsuit or proceeding as provided in clause (ii) and did not receive notice of such lawsuit.
(d) The Bank will furnish to the Underwriters, 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 Underwriters may reasonably request.
(e) No amendment or supplement will be made to the Registration Statement or Prospectus unless the Representative shall have previously been advised thereof and which the Representative shall not previously have been advised or to which it shall reasonably objected thereto object after being so advised; provided, however, after the Closing Date, excluded from this provision shall be filings made pursuant to the Exchange Act.
(f) The Bank will cooperate with the Representative 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 Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as any Underwriter may designate and to which the Bank shall consent (which consent may be withheld in the Bank's sole discretion) and, in such jurisdictions, will file or cause the Trust to 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 either of the Bank or the Trust 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) Subject to Section 2, the Bank and the Trust consent to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Bank.
(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 a series of Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank or the Trust, the Bank shall cause to be furnished such documents and such other reasonable actions to be taken.
(i) For two years from the Closing Date, the Bank will furnish to the Representative (i) as soon as available, a copy of each document relating to the Trust or the Notes required to be filed with the SEC pursuant to the Exchange Act or any order of the SEC thereunder, and (ii) such other information concerning the Bank or the Trust as the Representative may reasonably request from time to time insofar as such information reasonably relates to the Registration Statement or the transactions contemplated by the Basic Documents.
(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 an the Underwriter terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Bank to comply with the terms or fulfill any of the conditions of this Agreement, the Bank agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of their counsel) reasonably incurred in connection herewith. In no event shall the Bank or the Trust be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.
(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, Prospectus the Bank 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; it being understood and agreed that no such action by any Underwriter shall be deemed an action of the Bank.
(m) Provided that the Bank has received the Computational Materials (as defined in Section 8 below) within the time frame set forth in Section 8, the Bank will cause such Computational Materials to be filed with the SEC on a Current Report on Form 8-K (the "Current Report") not later than the second Business Day following date on which the receipt of each Computational MaterialsProspectus is available for distribution to investors.
(n) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, neither the Bank nor any trust originated, directly or indirectly, by the Bank will, without the prior written consent of the Representative, offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans; provided, however, that this shall not be construed to prevent the sale of student loans by the Bank.
Appears in 1 contract
Samples: Underwriting Agreement (PNC Bank National Association/)
Agreements of the Bank. The Bank agrees with the Underwriters as follows:
(a) If the Effective Time is prior to the execution and delivery of this Agreement, the Bank will file the Prospectus, properly completed, with the SEC pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the Effective Date. The Bank will advise the Representative promptly of any such filing pursuant to Rule 424(b). The Bank will advise the Representative promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will not effect such amendment or supplementation without the consent of the Representative prior to the Closing Date, and thereafter will not effect any such amendment or supplementation to which the Representative reasonably objects; provided, however, except for the Current Report on Form 8-K described in Section 4(m), no consent of the Representative shall be required in connection 7 with any filing made pursuant to the Exchange Act and the rules and regulations promulgated thereunder; the Bank will also advise the Representative promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information; and the Bank will also advise the Representative promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or known threat of any proceeding for that purpose and the Bank will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order.
(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 such 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 Bank promptly will prepare and file with the SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance.
(c) The Bank will immediately inform the Representative (i) of the receipt by the Bank or the Trust 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 either the Bank or the Trust is a party relating to the offering or sale of the Notes; provided, however, with respect to the Trust, the Trust has so informed the Bank to the extent the Bank did not receive such communication provided in clause (i) or is not a party to the lawsuit or proceeding as provided in clause (ii) and did not receive notice of such lawsuit.
(d) The Bank will furnish to the Underwriters, 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 Underwriters may reasonably request.
(e) No amendment or supplement will be made to the Registration Statement or Prospectus unless the Representative shall have previously been advised thereof and which the Representative shall not previously have been advised or to which it shall reasonably objected thereto object after being so advised; provided, however, 8 after the Closing Date, excluded from this provision shall be filings made pursuant to the Exchange Act.
(f) The Bank will cooperate with the Representative 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 Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as any Underwriter may designate and to which the Bank shall consent (which consent may be withheld in the Bank's sole discretion) and, in such jurisdictions, will file or cause the Trust to 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 either of the Bank or the Trust 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) Subject to Section 2, the Bank and the Trust consent to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Bank.
(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 a series of Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank or the Trust, the Bank shall cause to be furnished such documents and such other reasonable actions to be taken.
(i) For two years from the Closing Date, the Bank will furnish to the Representative (i) as soon as available, a copy of each document relating to the Trust or the Notes required to be filed with the SEC pursuant to the Exchange Act or any order of the SEC thereunder, and (ii) such other information concerning the Bank or the Trust as the Representative may reasonably request from time to time insofar as such information reasonably relates to the Registration Statement or the transactions contemplated by the Basic Documents.
(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 an the Underwriter terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Bank to comply with the terms or fulfill any of the conditions of this Agreement, the Bank agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of their counsel) reasonably incurred in connection herewith. In no event shall the Bank or the Trust be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.the
(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, Prospectus the Bank 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; it being understood and agreed that no such action by any Underwriter shall be deemed an action of the Bank.
(m) Provided that the Bank has received the Computational Materials (as defined in Section 8 below) within the time frame set forth in Section 8, the Bank will cause such Computational Materials to be filed with the SEC on a Current Report on Form 8-K (the "Current Report") not later than the second Business Day following date on which the receipt of each Computational MaterialsProspectus is available for distribution to investors.
(n) For the period beginning on the date of this Agreement and ending 90 days after the Closing Date, neither the Bank nor any trust originated, directly or indirectly, by the Bank will, without the prior written consent of the Representative, offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, student loans; provided, however, that this shall not be construed to prevent the sale of student loans by the Bank.
Appears in 1 contract
