Exhibit 1.2
SLM Student Loan Trust 2000-4
$500,000,000 Class A Notes
Placement Agency Agreement
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September 12, 2000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
World Financial Center, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
SLM Funding Corporation, a Delaware corporation (the "Company"), and the
Student Loan Marketing Association, a corporation formed under the laws of the
United States ("▇▇▇▇▇▇ Mae"), confirm their agreement with ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("Merrill") with respect to Merrill acting
as agent (the "Agent") for the sale by the SLM Student Loan Trust 2000-4 (the
"Trust") of $100,000,000 of class A-1 notes (the " Placed Class A-1 Notes") and
$400,000,000 of class A-2 notes (the "Placed Class A-2 Notes" and, together with
the Class A-1 Notes, the "Placed Class A Notes"). The Placed Class A Notes are
to be issued by the Trust pursuant to an indenture, dated as of September 1,
2000 (the "Indenture") by and among the Trust, as issuer, Chase Manhattan Bank
USA, National Association, not in its individual capacity but solely as eligible
lender trustee ( the "Eligible Lender Trustee") and Bankers Trust Company, not
in its individual capacity but solely as indenture trustee (the "Indenture
Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Indenture or the Underwriting Agreement (as
defined below), as the case may be.
Simultaneously with the sale of the $500,000,000 aggregate principal amount
of Placed Class A Notes pursuant to this Agreement, the Company and ▇▇▇▇▇▇ ▇▇▇
will cause the Trust to sell $1,554,482,000 aggregate principal amount of the
Class A Notes and Class B Notes (the "Underwritten Notes" and, together with the
Placed Class A Notes, the "Notes"), to the underwriters (the "Underwriters"),
pursuant to the underwriting agreement, dated September 12, 2000, as amended by
the pricing agreement, dated September 12, 2000 (together, the "Underwriting
Agreement"), in each case between the Company and ▇▇▇▇▇▇ Mae, on the one hand,
and Chase Securities, Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (the "Representatives"), on
the other hand.
1. Appointment. Subject to the terms and conditions stated herein the
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Company and ▇▇▇▇▇▇ Mae hereby agree that, to the extent they cause the Trust to
sell the Placed Class A Notes in a direct placement, the Placed Class A Notes
will be sold only through the Agent.
1.1 Agent Not Acting as Principal. The Agent, in its capacity as a
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placement agent hereunder, shall not have any obligation to purchase the Placed
Class A Notes from the Trust as principal.
1.2 Solicitations as Agent. If agreed upon between the Agent and
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the Company and ▇▇▇▇▇▇ ▇▇▇, the Agent, acting solely as an agent for the Company
and ▇▇▇▇▇▇ Mae and not as principal, will employ its best efforts to solicit
offers for the purchase of the Placed Class A Notes. The Agent will communicate
to the Company and ▇▇▇▇▇▇ ▇▇▇, orally, each offer for the purchase of the Placed
Class A Notes solicited by it on an agency basis other than those offers
rejected by the Agent. The Agent shall have the right, in its discretion
reasonably exercised, to reject any offer for the purchase of the Placed Class A
Notes, in whole or in part, and any such rejection shall not be deemed a breach
of its agreement contained herein. The Company and ▇▇▇▇▇▇ Mae may accept or
reject any offer for the purchase of the Placed Class A Notes, in whole or in
part. The Agent shall make reasonable efforts to assist the Company and ▇▇▇▇▇▇
▇▇▇ in obtaining performance by each purchaser whose offer for the purchase of
the Placed Class A Notes has been solicited by it on an agency basis and
accepted by the Company and ▇▇▇▇▇▇ Mae. The Agent shall not have any liability
to the Company and ▇▇▇▇▇▇ ▇▇▇ in the event that any such purchase is not
consummated. If the Company or ▇▇▇▇▇▇ Mae shall default on its obligation to
cause the Trust to deliver Placed Class A Notes to a purchaser whose offer has
been solicited by the Agent on an agency basis and accepted by the Trust, the
Company and ▇▇▇▇▇▇ ▇▇▇ shall hold the Agent harmless against any loss, claim or
damage arising from or as a result of such default by the Company or ▇▇▇▇▇▇ Mae.
2. Representations, Warranties and Covenants.
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2.1 The Company and ▇▇▇▇▇▇ ▇▇▇ represent and warrant to, and agree
with, each of the Underwriters as follows (it being agreed and understood that
the statements set forth in clauses (d), (e), (g), (h), (j), (k), (m), (n) and
(o) of this Section 2.1 with respect to ▇▇▇▇▇▇ Mae or the Servicer constitute
representations, warranties and agreements of ▇▇▇▇▇▇ ▇▇▇ only and not of the
Company):
(a) A registration statement on Form S-3 (File No. 333-30932),
including a form of prospectus, in respect of the Securities has been filed
with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered to the Representatives
and, excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the
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Securities Act of 1933, as amended (the "Act"), each in the form heretofore
delivered to the Representatives); and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or, to the best of ▇▇▇▇▇▇
Mae's or the Company's knowledge, threatened by the Commission (any
preliminary prospectus included in such registration statement or filed
with the Commission pursuant to Rule 424(a) under the Act, is hereinafter
called a "Preliminary Prospectus;" the various parts of such registration
statement, including all exhibits thereto and the documents incorporated by
reference in the prospectus contained in the registration statement at the
time such part of the registration statement became effective but excluding
Form T-1, each as amended at the time such part of the registration
statement became effective, are hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after
the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to the
Prospectus as amended or supplemented in relation to the applicable
Designated Securities in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof, including any documents incorporated by reference therein as of the
date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act, the
Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as
the case may be, will conform in all material respects to the requirements
of the Act, the Exchange Act and the Trust Indenture Act, as applicable,
and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material
fact required to
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be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by the
Agent expressly for use in the Prospectus as amended or supplemented;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act, as applicable, and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by the Agent expressly for
use in the Prospectus as amended or supplemented;
(d) Neither the Company nor ▇▇▇▇▇▇ ▇▇▇ or any of its subsidiaries has
sustained since the date of the financial statements included in ▇▇▇▇▇▇
Mae's most recently published Information Statement any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in such Information Statement; and, since such date, there
has not been any material adverse change in the capital stock or long-term
debt of the Company or ▇▇▇▇▇▇ ▇▇▇ or any of its subsidiaries or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, shareholders' equity or results of operations of the
Company or ▇▇▇▇▇▇ Mae or any of its subsidiaries or the transactions
contemplated hereby, otherwise than as set forth or contemplated in such
Information Statement;
(e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the state of Delaware, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus and to consummate the
transactions contemplated therein and herein, and is a wholly-owned
subsidiary of ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇ has been duly organized and is validly
existing under the laws of the United States, with power and authority
(corporate and otherwise) to own its properties and conduct its business as
described in the Prospectus and to consummate the transactions contemplated
therein and herein. The Servicer has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus and to
consummate the transactions contemplated therein and herein, and is a
wholly-owned subsidiary of ▇▇▇▇▇▇ Mae;
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(f) All of the issued shares of capital stock of the Company have been
duly and validly authorized and issued and are fully paid and non-
assessable and are owned beneficially and of record by ▇▇▇▇▇▇ ▇▇▇;
(g) This Agreement has been duly authorized, executed and delivered by
the Company and ▇▇▇▇▇▇ Mae. The Placed Class A Notes have been duly
authorized. The Placed Class A Notes will constitute valid and legally
binding obligations of the related Trust entitled to the benefits provided
by the Indenture, which will be substantially in the form filed as an
exhibit to the Registration Statement. The Indenture has been duly
authorized and duly qualified under the Trust Indenture Act. As of the
Closing, the Indenture will constitute a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles. The Indenture conforms, and the Placed Class A
Notes will conform, to the descriptions thereof contained in the Prospectus
as amended or supplemented;
(h) The issue and sale of the Placed Class A Notes and the compliance
by the Company with all of the provisions of the Placed Class A Notes, the
Indenture, this Agreement and any Pricing Agreement, and the consummation
of the transactions herein and therein contemplated will not conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or ▇▇▇▇▇▇
▇▇▇ is a party or by which the Company or ▇▇▇▇▇▇ Mae is bound or to which
any of the property or assets of the Company or ▇▇▇▇▇▇ ▇▇▇ is subject, nor
will such action result in any violation of the provisions of the Company's
Certificate of Incorporation or By-▇▇▇▇, ▇▇▇▇▇▇ Mae's charter, enabling
legislation or By-laws, or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the
Company or ▇▇▇▇▇▇ ▇▇▇ or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of
the Placed Securities or the consummation by the Company or ▇▇▇▇▇▇ Mae of
the transactions contemplated by this Agreement or the Indenture, except
such as have been, or will have been prior to the Closing Date, obtained
under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the placement of the
Placed Class A Notes by the Agent;
(i) The statements set forth in the Prospectus under the captions
"Description of the Notes" and set forth in the Prospectus Supplement under
the caption "Description of the Notes," insofar as they purport to
constitute a summary of the terms of the Notes, are accurate, complete and
fair;
(j) ▇▇▇▇▇▇ ▇▇▇ is not in violation of its charter as set forth in its
enabling legislation or By-laws, and the Company is not in violation of its
Certificate of Incorporation or By-laws, and neither ▇▇▇▇▇▇ Mae nor the
Company is in default in the performance or observance of any material
obligation, agreement, covenant or
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condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or
by which it or any of its properties may be bound;
(k) Other than as set forth in the Prospectus or in ▇▇▇▇▇▇ Mae's most
recently published Information Statement, there are no legal or
governmental proceedings pending to which the Company or ▇▇▇▇▇▇ Mae or any
of its subsidiaries is a party or of which any property of the Company or
▇▇▇▇▇▇ ▇▇▇ or any of its subsidiaries is the subject which, if determined
adversely to the Company or ▇▇▇▇▇▇ Mae or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
current or future consolidated financial position, shareholders' equity or
results of operations of the Company or ▇▇▇▇▇▇ ▇▇▇ or any of its
subsidiaries or on the consummation of the transactions contemplated
hereby; and, to the best of the Company's and ▇▇▇▇▇▇ Mae's knowledge, no
such proceedings are threatened or contemplated by governmental authorities
or threatened by others;
(l) The Company is not and, after giving effect to the offering and
sale of the Placed Class A Notes, will not be an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined
in the Investment Company Act of 1940, as amended (the "Investment Company
Act");
(m) Neither the Company, ▇▇▇▇▇▇ ▇▇▇ nor any of their affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida Statutes;
(n) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP are independent public accountants as required
by the Act and the rules and regulations of the Commission thereunder; and
(o) At the Time of Delivery of the Designated Securities, ▇▇▇▇▇▇ Mae's
representations and warranties in the related Purchase Agreement and the
Administration Agreement, the Company's representations and warranties in
the related Sale Agreement and Trust Agreement and the Servicer's
representations and warranties in the Servicing Agreement will be true and
correct in all material respects.
2.2 Representations, Warranties and Covenants of Agent. The Agent
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represents and warrants to the Company and ▇▇▇▇▇▇ ▇▇▇ as follows:
(a) Due Organization. The Agent has been duly incorporated and is
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validly existing as a corporation in good standing under the laws of the
State of Delaware and has power and authority to enter into and perform its
obligations under this Agreement.
(b) Authorization of this Agreement. This Agreement has been duly
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authorized, executed and delivered by the Agent.
(c) Placements. The Agent represents and agrees that it will not
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place any of the Placed Class A Notes in any jurisdiction except under
circumstances that will result in compliance with the applicable laws
thereof.
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3. Fee. The Bank agrees to pay the Agent a fee in the amount of
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0.24737% of the principal amount of the Placed Class A Notes sold through the
Agent. Such fee shall be paid from the proceeds to the Bank on the date of such
sale.
4. Payment of Expenses. The Company will pay all its expenses, if
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any, incident to the issuance of the Notes and the performance of its
obligations, if any, under this Agreement.
5.1 Indemnification, Contribution and Limit on Liability.
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(a) The Company and ▇▇▇▇▇▇ Mae, jointly and severally agree to
indemnify and hold harmless the Agent, from and against any and all losses,
claims, damages and liabilities to which the Agent may become subject under the
Act insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of
the Notes as originally filed or in any amendment thereof, or in the Prospectus
(if used during the period in which the prospectus relating to the Notes is
required to be delivered under the Act and as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, except insofar as such
losses, claims, damages, or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company or ▇▇▇▇▇▇ ▇▇▇ by the Agent expressly for use
therein.
(b) The Agent agrees to indemnify and hold harmless the Company and
▇▇▇▇▇▇ Mae, from and against any and all losses, claims, damages and liabilities
to which the Company and ▇▇▇▇▇▇ ▇▇▇ may become subject under the Act insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement for the registration of the Notes as
originally filed or in any amendment thereof, or in the Prospectus (if used
during the period in which the prospectus relating to the Notes is required to
be delivered under the Act and as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, but only to the extent
such losses, claims, damages, or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company or ▇▇▇▇▇▇ Mae by the Agent
expressly for use therein.
The Company and the Agent acknowledge that the statements set forth in the
second and third sentences of the second paragraph on the cover page of the
Prospectus Supplement and the statements in the fifth paragraph under the
heading "Underwriting" in the Prospectus Supplement, constitute the only
information furnished in writing by or on behalf of Merrill for inclusion in the
Registration Statement or the Prospectus.
5.2 In case any proceeding (including any governmental investigation)
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shall be instituted involving any person in respect of which indemnity may be
sought , such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnified party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the reasonable fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
indemnified parties; provided that if there are two indemnified parties that
pursuant to the terms of this section may each retain its own counsel at the
expense of the indemnifying party, then such indemnifying party shall be
responsible for one-half, but no more than one-half, of the aggregate reasonable
fees and expenses of the separate counsel for both indemnified parties. Such
firm shall be designated in writing by the Agent, pursuant to Section 5.1. The
indemnifying party may, at its option, at any time upon written notice to the
indemnified party, assume the defense of any proceeding and may designate
counsel reasonably satisfactory to the indemnified party or parties in
connection therewith provided that the counsel so designated would have no
actual or potential conflict of interest in connection with such representation.
Unless it shall assume the defense of any proceeding, the indemnifying
party shall not be liable for any settlement of any proceeding, effected without
its written consent, but if settled with such consent or if there is a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. If the indemnifying party assumes the defense of any
proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party or, if such settlement provides for release of the
indemnified party in connection with all matters relating to the proceeding
which have been asserted against the indemnified party in such proceeding by the
other parties to such settlement, without the consent of the indemnified party.
5.3 If the indemnification provided for in this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then the 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 or liabilities, in such proportion as is appropriate to reflect the
relative benefits from the offering of the Placed Class A Notes received by the
Company and ▇▇▇▇▇▇ Mae on the one hand and the Agent on the other, taking into
account the portion of the proceeds of such offering realized by each, provided
that the relative benefits shall be deemed to be such that the Agent shall be
responsible for that portion of the aggregate losses, liabilities, claims,
damages and expenses represented by the percentage that the placement fee bears
to the initial public offering price appearing in the Prospectus Supplement and
the Company and ▇▇▇▇▇▇ ▇▇▇ shall be responsible for the balance; provided,
however, that no person guilty of fraudulent
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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. For purposes of this Section, each person, if any, who
controls a party within the meaning of Section 15 of the Act shall have the same
rights to contribution as such party, and each director of the Company, each
officer of ▇▇▇▇▇▇ Mae and the Company who signed the Registration Statement, and
each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇ and the Company within the meaning
of Section 15 of the Act shall have the same rights to contribution as ▇▇▇▇▇▇
Mae and the Company.
5.4 The indemnity and contribution agreements contained in this
Section 5 and the representations and warranties of ▇▇▇▇▇▇ ▇▇▇ and the Company
in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by any
Agent or on behalf of the Agent or any person controlling the Agent or by or on
behalf of ▇▇▇▇▇▇ Mae and the Company and their respective directors or officers
or any person controlling ▇▇▇▇▇▇ ▇▇▇ and the Company and (iii) placement of the
Placed Class A Notes.
6. Opinions and Accountant's Letters
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▇▇▇▇▇▇ Mae and the Company agree that all opinions and accountant's letters
with respect to the transaction that are addressed to the Underwriters will also
include as addressee: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as
Placement Agent.
7. Notices.
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Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by first class
mail or by facsimile, and any such notice shall be effective when received at
the address specified below.
If to the Company:
SLM Funding Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
If to ▇▇▇▇▇▇ ▇▇▇:
Student Loan Marketing Association
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇▇▇▇▇
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Attention: Corporate Law
If to the Agent:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
4 World Financial Center
New York, New York 10080
Attention: Manager-Asset Backed Finance Group
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
8. Parties.
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This Agreement shall inure to the benefit of and be binding upon the
Agent, ▇▇▇▇▇▇ Mae and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons referred to in Section 3
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and their
respective successors, and said controlling persons and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of the Placed Class A Notes shall be deemed to be a successor by
reason merely of such purchase.
9. Counterparts.
------------
This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts hereof shall
constitute a single instrument.
10. Termination of this Agreement.
-----------------------------
This Agreement and each Party's obligations hereunder may be terminated by
the Agent or by ▇▇▇▇▇▇ ▇▇▇ and the Company by notice thereof to the other party
at any time prior to such time as the Agent shall have arranged the purchase by
any purchaser of the Placed Class A Notes or subsequent to such time if any
purchaser has defaulted on its obligation to purchase such Placed Class A Notes;
provided, however, that in the event ▇▇▇▇▇▇ Mae and the Company does not perform
any obligation under this Agreement or any representation and warranty hereunder
is incomplete or inaccurate in any respect, this Agreement and all of the
Agent's obligations hereunder may be immediately terminated by the Agent by
notice thereof to ▇▇▇▇▇▇ ▇▇▇ and the Company. Notwithstanding any termination
of or under this Agreement as provided herein, there shall be no liability of
any party to any other party, except as otherwise provided in the
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Section 5 relating to the payment of fees and expenses and it being further
understood that the Sections relating to indemnification, limitations on the
liability of indemnified parties, contribution, settlements and choice of law
will survive any such termination.
11. Survival of Certain Provisions.
------------------------------
The representations, warranties, indemnities, and agreements of ▇▇▇▇▇▇ Mae
and the Company and the Agent shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of ▇▇▇▇▇▇ ▇▇▇ and
the Company or the Agent or any affiliates or controlling person, and shall
survive the consummation of the sale of the Placed Class A Notes.
12. Writing Required to Waive, Amend or Modify.
------------------------------------------
No waiver, amendment or other modification of this Agreement shall be
effective unless in writing and signed by each party to be bound thereby.
13. Parties.
-------
This Agreement incorporates the entire understanding of the parties with
respect to this engagement of the Agent by ▇▇▇▇▇▇ Mae and the Company, and
supersedes all previous agreements regarding such engagement, should they exist.
14. Governing Law.
-------------
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
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If the foregoing is in accordance with your understanding of our agreement,
please sign and return ten counterparts hereof, whereupon this Placement Agency
Agreement, along with all counterparts, will become a binding agreement between
▇▇▇▇▇▇ ▇▇▇ and the Company and the Agent in accordance with its terms.
Very truly yours,
SLM Funding Corporation
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
Student Loan Marketing Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
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