Exhibit 1.1
SIGNET STUDENT LOAN TRUST 1996-A
$252,000,000
FLOATING RATE CLASS A-1 ASSET BACKED NOTES, AND
$161,439,000
FLOATING RATE CLASS A-2 ASSET BACKED NOTES
NOTE UNDERWRITING AGREEMENT
December 19, 1996
Credit Suisse First Boston Corporation
As Representative of the
several Underwriters
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
1. Introductory. Signet Bank, a Virginia banking corporation
("Signet" or the "Seller"), proposes to cause Signet Student Loan Trust 1996-A
(the "Trust") to issue and sell $252,000,000 principal amount of its Floating
Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes") and $161,439,000
principal amount of its Floating Rate Class A-2 Asset Backed Notes (the Class
A-2 Notes and collectively with the Class A-1 Notes, the "Notes"). $189,000,000
principal amount of Class A-1 Notes and $121,439,000 principal amount of Class
A-2 Notes (such Class A-1 Notes and Class A-2 Notes, the "Underwriter Notes")
will be sold to the underwriters named in Schedule I hereto (the "Underwriters")
for whom you (the "Representative") are acting as representative and $63,000,000
principal amount of Class A-1 Notes and $40,000,000 principal amount of Class
A-2 Notes will be sold directly by Signet (the "Directly Offered Notes"). The
assets of the Trust include, among other things, a pool of student loans (the
"Initial Financed Student Loans") and certain monies due thereunder after
November 1, 1996 (the "Cutoff Date"). Such Initial Financed Student Loans will
be sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust
by the Seller pursuant to a sale agreement, dated as of November 1, 1996 (the
"Loan Sale Agreement") among the Trust, the Seller and The First National Bank
of Chicago, a national banking association, as eligible lender trustee (the
"Eligible Lender Trustee").
Under certain circumstances after the Closing Date (as defined below), the
Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional
student loans ("Additional Student Loans", together with the Initial Financed
Student Loans, the "Financed Student Loans"). The Financed Student Loans are to
be serviced by Signet as master servicer (the "Master Servicer") pursuant to a
master servicing agreement, dated as of November 1, 1996 (the "Master Servicing
Agreement"), among the Trust, the Master Servicer and the Eligible Lender
Trustee. The Notes will be issued pursuant to an Indenture to be dated as of
November 1, 1996 (as amended and supplemented from time to time, the
"Indenture"), between the Trust and The Bank of New York, a New York banking
corporation, as indenture trustee (the "Indenture Trustee"). The Certificates
will be issued pursuant to a trust agreement to be dated as of November 1, 1996
(the "Trust Agreement"), among the Seller, as Depositor, Signet Student Loan
Corporation, a Virginia corporation (the "Company"), and the Eligible Lender
Trustee. An individual residing in Delaware will be appointed as a co-trustee
under the Trust Agreement pursuant to a co-trustee agreement, dated as of
November 1, 1996 (the "Co- Trustee Agreement"), between such individual and the
Eligible Lender Trustee.
Simultaneously with the issuance and sale of the Notes as
contemplated herein, the Trust will issue $14,996,000 principal amount of its
Floating Rate Asset Backed Certificates (the "Certificates"). The Certificates
will be sold pursuant to an underwriting agreement dated the date hereof (the
"Certificate Underwriting Agreement") between the Seller and Credit Suisse First
Boston Corporation. The Notes and the Certificates are hereinafter referred to
collectively as the "Securities."
Capitalized terms used and not otherwise defined herein shall
have the meanings given to them in Appendix A hereto.
2. Representations and Warranties of the Seller. (a) The
Seller represents and warrants to and agrees with the several Underwriters that:
(i) The Seller meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"), and has
filed with the Securities and Exchange Commission (the "Commission") a
registration statement (Registration No. 33-94846) on such Form,
including a related preliminary basic prospectus and a preliminary
prospectus supplement, for the registration under the Act of the
offering and sale of the Securities. The Seller may have filed one or
more amendments thereto, each of which amendments has previously been
furnished to the Representative. The Seller will next file with the
Commission (i) prior to the effectiveness of such registration
statement, an
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amendment thereto (including the form of final basic prospectus and the
form of final prospectus supplement relating to the Securities), (ii)
after effectiveness of such registration statement, a final basic
prospectus and a final prospectus supplement relating to the Securities
in accordance with Rules 430A and 424(b)(1) or (4) under the Act, or
(iii) a final basic prospectus and a final prospectus supplement
relating to the Securities in accordance with Rules 415 and 424(b)(2)
or (5).
In the case of clauses (ii) and (iii), the Seller has included
in such registration statement, as amended at the Effective Date, all
information (other than Rule 430A Information) required by the Act and
the rules thereunder to be included in the Prospectus with respect to
the Notes and the offering thereof. As filed, such amendment and form
of final prospectus supplement, or such final prospectus supplement,
shall include all Rule 430A Information, together with all other such
required information, with respect to the Notes and the offering
thereof and, except to the extent that the Representative shall agree
in writing to a modification, shall be in all substantive respects in
the form furnished to the Representative prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain
only such specific additional information and other changes (beyond
that contained in the latest preliminary basic prospectus and
preliminary prospectus supplement, if any, that have previously been
furnished to the Representative) as the Seller has advised the
Representative, prior to the Execution Time, will be included or made
therein. If the Registration Statement contains the undertaking
specified by Regulation S-K Item 512(a), the Registration Statement, at
the Execution Time, meets the requirements set forth in Rule
415(a)(1)(x).
For purposes of this Agreement, "Effective Time" means the
date and time as of which such registration statement, or the most
recent post-effective amendment thereto, if any, was declared effective
by the Commission, and "Effective Date" means the date of the Effective
Time. "Execution Time" shall mean the date and time that this Agreement
is executed and delivered by the parties hereto. Such registration
statement, as amended at the Effective Time, including all information
deemed to be a part of such registration statement as of the Effective
Time pursuant to Rule 430A(b) under the Act, and including the exhibits
thereto and any material incorporated by reference therein, is
hereinafter referred to as the "Registration Statement". "Basic
Prospectus" shall mean any prospectus referred to above contained in
the Registration Statement at the Effective Date, including any
Preliminary Prospectus
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Supplement. "Preliminary Prospectus Supplement" shall mean the
preliminary prospectus supplement to the Basic Prospectus which
describes the Notes and the offering thereof and is used prior to
filing of the Prospectus. "Prospectus" shall mean the prospectus
supplement relating to the Securities that is first filed pursuant to
Rule 424(b) after the Execution Time, together with the Basic
Prospectus or, if no filing pursuant to Rule 424(b) is required, shall
mean the prospectus supplement relating to the Notes, including the
Basic Prospectus, included in the Registration Statement at the
Effective Date. "Rule 430A Information" means information with respect
to the Notes and the offering of the Securities permitted to be omitted
from the Registration Statement when it becomes effective pursuant to
Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K"
refer to such rules or regulations under the Act. Any reference herein
to the Registration Statement, a Preliminary Prospectus Supplement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, such Preliminary
Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any
Preliminary Prospectus Supplement or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue
date of the Basic Prospectus, to any Preliminary Prospectus Supplement
or the Prospectus, as the case may be, deemed to be incorporated
therein by reference.
(ii) On the Effective Date and on the date of this
Agreement, the Registration Statement did or will, and, when the
Prospectus is first filed (if required) in accordance with Rule 424(b)
and on the Closing Date (as defined below), the Prospectus (and any
supplements thereto) will, comply in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
respective rules and regulations of the Commission thereunder (the
"Rules and Regulations"); on the Effective Date, the Registration
Statement did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading; and, on the Effective Date, the Prospectus (together with
any supplement thereto) will not,
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include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Seller makes no representations or
warranties as to the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing
to the Seller by any Underwriter through the Representative
specifically for use in the Registration Statement or the Prospectus
(or any supplement thereto).
(iii) The Seller's representations and warranties in the
Loan Sale Agreement, the Administration Agreement and the Trust
Agreement will be true and correct in all material respects as of the
Closing Date and each such representation and warranty will be true and
correct in all material respects on each date thereafter if and to the
extent that on such date such representation and warranty is made again
by the Seller pursuant to the terms of the related agreement.
(iv) This Agreement has been duly authorized, executed
and delivered by the Seller. The execution, delivery and performance of
this Agreement and the issuance and sale of the Notes and compliance
with the terms and provisions hereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any agreement or instrument to which the Seller is a
party or by which the Seller is bound or to which any of the properties
of the Seller is subject which could reasonably be expected to have a
material adverse effect on the transactions contemplated herein. The
Seller has full power (corporate and other) and authority to cause the
Trust to authorize, issue and sell the Notes, all as contemplated by
this Agreement.
(v) 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 Seller or any of its affiliates or
an underwriter any brokerage or finder's fee or other fee or commission
as a result of any of the transactions contemplated by this Agreement.
(vi) All legal or governmental proceedings, contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
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Registration Statement have been so described or filed as required.
(vii) The Seller's assignment and delivery of the Initial
Financed Student Loans to the Eligible Lender Trustee on behalf of the
Trust as of the Closing Date and of the Additional Student Loans from
time to time thereafter pursuant to the Loan Sale Agreement will vest
in the Eligible Lender Trustee on behalf of the Trust all the Seller's
right, title and interest therein, subject to no prior lien, mortgage,
security interest, pledge, adverse claim, charge or other encumbrance.
(viii) The Trust's assignment of the Financed Student
Loans to the Indenture Trustee pursuant to the Indenture will vest in
the Indenture 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.
(b) The Seller hereby agrees with the Underwriters that, for
all purposes of this Agreement, the only information furnished to the Seller by
the Underwriters through the Representative specifically for use in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus, are the statements with respect to
stabilization on the second page of, and the statements under the caption
"Underwriting" in, the preliminary prospectus and the Prospectus.
3. Purchase, Sale and Delivery of the Notes. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Seller agrees to cause the Trust
to sell to the Underwriters, and the Underwriters agree, severally and not
jointly, to purchase from the Trust, the respective principal amounts of the
Class A-1 Notes set forth opposite the names of the Underwriters in Schedule I
hereto at a purchase price of 99.65% of the principal amount thereof and the
respective principal amounts of the Class A-2 Notes set forth opposite the names
of the Underwriters in Schedule I hereto at a purchase price of 99.55% of the
principal amount thereof.
The Seller will deliver the Underwriter Notes to the
Representative for the respective accounts of the Underwriters, against payment
of the purchase price to or upon the order of the Seller by wire transfer or
check in Federal (same day) Funds, at the office of Xxxxx & Xxxx LLP, Xxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m., New York time, on
December 27, 1996, or at such other time not later than seven full business days
thereafter as the Representative and the Seller
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determine, such time being herein referred to as the "Closing Date". The Notes
to be so delivered will be initially represented by one or more Notes registered
in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC").
The interests of beneficial owners of the Notes will be represented by book
entries on the records of DTC and participating members thereof. Definitive
Notes will be available only under the limited circumstances specified in the
Indenture.
4. Offering by the Underwriters. It is understood that, after
the Registration Statement becomes effective, the several Underwriters propose
to offer the Underwriter Notes for sale to the public (which may include
selected dealers) as set forth in the Prospectus. After the Notes are released
for sale to the public, the Underwriters may vary from time to time the public
offering price, selling concessions and reallowances to dealers that are members
of the National Association of Securities Dealers, Inc. ("NASD") and other terms
of sale hereunder and under such selling arrangements. Sales by Signet of the
Directly Offered Notes shall be on the terms specified under the selling
arrangements then in effect; provided, however, that any sales of Directly
Offered Notes by Signet to the Underwriters shall be at a price equal to the
public offering price less the selling concession then in effect and shall
otherwise be subject to the same terms and conditions as apply to the sales to
the Underwriters of the Underwriter Notes; and provided, further that any sales
of Underwriter Notes by the Underwriters to Signet shall be at the public
offering price then in effect. Without limiting the foregoing, all sales of
directly Offered Notes by Signet shall comply with the rules of the NASD that
would apply to such sales if Signet were a member of NASD. If the purchase and
sale of the Underwriter Notes are consummated, the Underwriters covenant and
agree to pay the Seller $100,000 plus an additional sum to be determined by the
Underwriters and the Seller prior to the ninetieth day after the Closing Date as
partial reimbursement for the expenses of the Seller.
5. Covenants of the Seller. The Seller covenants and agrees
with the several Underwriters that:
(a) The Seller will use its best efforts to cause the
Registration Statement, and any amendment thereto, if not effective at the
Execution Time, to become effective. Prior to the termination of the offering of
the Notes, the Seller will not file any amendment of the Registration Statement
or supplement to the Prospectus unless the Seller has furnished the
Representative a copy for its review prior to filing and will not file any such
proposed amendment or supplement to which the Representative reasonably objects.
Subject to the foregoing sentence, if the Registration Statement has become or
becomes effective pursuant to Rule 430A, or filing of the Prospectus is
otherwise required
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under Rule 424(b), the Seller will file the Prospectus, properly completed, and
any supplement thereto, with the Commission pursuant to and in accordance with
the applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representative of such timely filing.
(b) The Seller will advise the Representative promptly of any
proposal to amend or supplement the registration statement as filed or the
related prospectus or 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 (other than an amendment or supplementation
which provides solely for the issuance by another trust of other series of
securities) to which the Representative reasonably objects; the Seller 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 (other than an amendment or supplementation which
provides solely for the issuance by another trust of other series of
securities); and the Seller will also advise the Representative promptly of the
effectiveness of the Registration Statement and of any amendment or supplement
to the Registration Statement or the Prospectus (other than an amendment or
supplementation which provides solely for the issuance by another trust of other
series of securities) and of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threat of any proceeding for that purpose and the Seller 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.
(c) If, at any time when a 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 contain an untrue statement
of a material fact or 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, or if it is necessary at any time to amend the
Registration Statement or supplement the Prospectus to comply with the Act or
the Exchange Act, the Seller promptly will prepare and file, or cause to be
prepared and filed, with the Commission an amendment or supplement which will
correct such statement or omission, or an amendment or supplement which will
effect such compliance. Neither the consent of the Representative to, nor the
delivery of the several Underwriters of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.
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(d) As soon as practicable, but not later than the
Availability Date (as defined below), the Seller will cause the Trust to make
generally available to Noteholders an earnings statement of the Trust covering a
period of at least twelve months beginning after the Effective Date which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 of the
applicable Rules and Regulations thereunder. For the purpose of the preceding
sentence, "Availability Date" means the 45th day after the end of the fourth
fiscal quarter following the fiscal quarter that includes the original effective
date of the Registration Statement, except that, if such fourth fiscal quarter
is the last quarter of the Trust's fiscal year, "Availability Date" means the
90th day after the end of such fourth fiscal quarter.
(e) The Seller will furnish to the Representative copies of
the Registration Statement (at least one of which will be signed and will
include all exhibits), each related preliminary prospectus, the Prospectus and
all amendments and supplements to such documents, in each case as soon as
available and in such quantities as the Representative reasonably requests.
(f) The Seller will assist you in arranging for the
qualification of the Notes for sale under the laws of such states as the several
Underwriters may reasonably require and will continue to assist you in
maintaining such qualifications in effect so long as required for the
distribution; provided, however, that neither the Seller nor the Trust shall be
required to qualify to do business in any jurisdiction in which it is not now
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction in which it is not now subject to service
of process.
(g) For a period from the date of this Agreement until the
retirement of the Notes, or until such time as the several Underwriters shall
cease to maintain a secondary market in the Notes, whichever occurs first, the
Seller will deliver to the Representative the annual statements of compliance
and the annual independent certified public accountants' reports furnished to
the Indenture Trustee or the Eligible Lender Trustee pursuant to the Master
Servicing Agreement, as soon as practicable after such statements and reports
are furnished to the Indenture Trustee or the Eligible Lender Trustee.
(h) So long as any of the Notes are outstanding, the Seller
will furnish to the Representative (i) as soon as practicable after the end of
the fiscal year all documents required to be distributed to Noteholders or filed
with the Commission on behalf of the Trust pursuant to the Exchange Act, or any
order of the Commission thereunder and (ii) from time to time, any other
information concerning the Seller's student
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lending business or the transaction contemplated hereby as the Representative
may reasonably request.
(i) On or before the Closing Date, the Seller shall xxxx its
accounting and other records, if any, relating to the Initial Financed Student
Loans and shall cause the Master Servicer to xxxx the computer records of the
Master Servicer relating to the Initial Financed Student Loans to show the
absolute ownership by the Eligible Lender Trustee on behalf of the Trust of the
Initial Financed Student Loans, and from and after the Closing Date the Seller
will take, and cause the Master Servicer to take, such actions with regard to
any Additional Student Loans at the time of the conveyance thereof to the Trust
and neither the Seller nor the Master Servicer shall take any action
inconsistent with the ownership by the Eligible Lender Trustee on behalf of the
Trust of the Financed Student Loans, other than as permitted by the Loan Sale
Agreement or the Master Servicing Agreement.
(j) To the extent, if any, that the rating 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 Seller agreed upon on or prior to the Closing Date, the Seller
shall furnish or shall cause to be furnished such documents and take any such
other actions. A copy of any such document shall be provided to the
Representative at the time it is delivered to the rating agencies.
(k) For the period beginning on the date of this Agreement and
ending on the later of the Closing Date and the termination of the underwriting
syndicate for the Notes, none of the Seller and any trust originated, directly
or indirectly, by the Seller will, without the prior written consent of the
Representative, offer to sell or sell notes (other than the Notes)
collateralized by, or certificates (other than the 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 Seller.
(l) The Seller will apply the net proceeds of the offering and
the sale of the Notes and the Certificates that it receives in the manner set
forth in the Prospectus under the caption "Use of Proceeds".
(m) The Seller will pay all expenses incident to the
performance of its obligations under this Agreement, including fees and expenses
relating to (i) the printing and filing of the documents (including the
Registration Statement and Prospectus), (ii) the preparation, issuance and
delivery of the Notes to the Representative, (iii) the fees and disbursements of
the Seller's counsel and accountants, (iv) the qualification of the Notes
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under securities laws in accordance with the provisions of Section 5(f),
including filing fees and the fees and disbursements of counsel for the
Representative in connection therewith and in connection with the preparation of
any blue sky or legal investment survey, if any is requested, (v) the printing
and delivery to the Representative of copies of the Registration Statement as
originally filed and of each amendment thereto, (vi) the printing and delivery
to the Representative of copies of any blue sky or legal investment survey
prepared in connection with the Notes, (vii) any fees charged by rating agencies
for the rating of the Notes and (viii) the fees and expenses, if any, incurred
with respect to any filing with the National Association of Securities Dealers,
Inc. It is understood that, except as otherwise specifically provided herein,
the Underwriters will pay all of their own costs and expenses (including the
fees and disbursements of Xxxxx & Wood LLP, transfer taxes on resale of the
Notes by them and any advertising expenses incurred by them).
6. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Notes will
be subject to the accuracy of the representations and warranties on the part of
the Seller herein, to the accuracy of the written statements of officers of the
Seller made pursuant to the provisions of this Section, to the performance by
the Seller of its obligations hereunder and to the following additional
conditions precedent:
(a) If the Effective Time is not prior to the execution and
delivery of this Agreement, the Effective Time shall have occurred not later
than 6:00 p.m. New York City time on the date of this Agreement or such later
time or date as shall have been consented to by the Representative.
(b) If the Effective Time is prior to the execution and
delivery of this Agreement, the Prospectus and any supplements thereto shall
have been filed with the Commission in accordance with the Rules and Regulations
and Section 5(a) hereof. 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 Seller or the Representative, shall be contemplated by the Commission.
(c) On or prior to the Closing Date, the Representative shall
have received a letter dated the Closing Date, in form and substance reasonably
satisfactory to the Representative and its counsel, from KPMG Peat Marwick with
respect to certain agreed-upon procedures, substantially in the form of the
drafts to which the Representative has previously agreed and otherwise in form
and substance reasonably satisfactory to the Representative and its counsel.
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(d) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting particularly the business or
properties of the Trust, the Seller, the Master Servicer or the Company which,
in the reasonable judgment of the Representative, materially impairs the
investment quality of the Notes or makes it impractical or inadvisable to market
the Notes; (ii) any downgrading in the rating of any debt securities of the
Seller or the Master Servicer by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or any
public announcement that any such organization has under surveillance or review
its rating of any debt securities of the Seller or the Master Servicer (other
than an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating) which in the reasonable
judgment of the Representative materially impairs the investment quality of the
Notes or makes it impractical or inadvisable to market the Notes; (iii) any
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum prices for trading on such
exchange; (iv) any suspension of trading of any securities of the Seller or the
Master Servicer on any exchange or in the over-the-counter market; (v) any
banking moratorium declared by Federal or New York authorities; or (vi) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress, or any other substantial national
or international calamity or emergency if, in the reasonable judgment of the
Representative, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Notes.
(e) The Representative shall have received an opinion of
Winston & Xxxxxx, special Illinois counsel to Signet Bank, dated the Closing
Date, in such form as is satisfactory in form and substance to the
Representative and its counsel.
(f) The Representative shall have received an opinion of
McGuire, Woods, Battle & Xxxxxx, L.L.P., counsel to the Seller and the Trust,
dated the Closing Date, in the form attached hereto as Exhibit B, or as is
otherwise satisfactory in form and substance to the Representative and its
counsel.
(g) The Representative shall have received an opinion
addressed to the several Underwriters of McGuire, Woods, Battle & Xxxxxx,
L.L.P., in its capacity as counsel for the Seller and the Trust, dated the
Closing Date, in form and substance satisfactory to the Representative and its
counsel, to the effect that the statements in the Prospectus under the headings
"Federal Income Tax Consequences" and "State Tax Consequences" and in the
Prospectus Supplement under the heading "Federal Income Tax and
12
State Tax Consequences" 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 accurately describe the material consequences to holders of
the Notes under federal and Maryland law.
(h) The Representative shall have received an opinion
addressed to the several Underwriters of McGuire, Woods, Battle & Xxxxxx,
L.L.P., as counsel for the Seller, the Company and the Trust, dated the Closing
Date, in form and substance satisfactory to the Representative and its counsel,
concerning (i) the sale of or security interest in the Financed Student Loans
conveyed by the Seller to the Trust and (ii) the nonconsolidation of the Company
with the Seller and the Company with its parent, Signet Banking Corporation in
the event of a bankruptcy or insolvency of the Seller or Signet Banking
Corporation, respectively.
(i) The Representative shall have received an opinion of
Xxxxxxxx, Xxxxxx & Finger, special Delaware counsel for the Trust, dated the
Closing Date, in form and substance satisfactory to the Representative and its
counsel, to the effect that:
(i) The Trust Agreement constitutes the valid and
binding obligation of the Eligible Lender Trustee, the Delaware
Trustee, the Depositor and the Company, enforceable against the
Eligible Lender Trustee, the Delaware Trustee, the Depositor and the
Company, in accordance with its terms subject to (i) applicable
bankruptcy, insolvency, moratorium, receivership, reorganization,
fraudulent conveyance and similar laws relating to and affecting the
rights and remedies of creditors generally, and (ii) principles of
equity (regardless of whether considered and applied in a proceeding in
equity or at law).
(ii) The Trust has been duly formed and is validly
existing as a business trust under the Business Trust Statute. The
Trust Agreement authorizes the Trust to execute and deliver the Trust
Agreement, the Indenture, the Master Servicing Agreement, the Loan Sale
Agreement and the Administration Agreement to issue the Certificates
and the Notes and to grant the Trust Estate to the Indenture Trustee as
security for the Notes.
(iii) Assuming that the Certificates have been duly
executed and issued by the Trust and duly authenticated by the Eligible
Lender Trustee in accordance with the Trust Agreement and delivered to
and paid for by the purchaser thereof pursuant to the Certificate
Underwriting Agreement, the Certificates have been validly issued and
are entitled to the benefits of the Trust Agreement.
13
(iv) Except for the timely filing in the future of
continuation statements with respect to the financing statements, no
other filing is required in the State of Delaware in order to make
effective the lien of the Indenture. Insofar as Article 9 of the
Delaware Uniform Commercial Code, 6 Del. C. ss.9-101 et seq. (the
"UCC"), applies (without regard to conflict of laws principles) and
assuming that the security interest in that portion of the Collateral
that consists of general intangibles and accounts, as defined under the
UCC, has been duly created and has attached, the Indenture Trustee has
a perfected security interest in such general intangibles and accounts
and the proceeds thereof and, assuming that the UCC search accurately
lists all of the financing statements filed naming the Trust as debtor
and describing any portion of the Collateral consisting of such general
intangibles and accounts and the proceeds thereof, such security
interest of the Indenture Trustee will be prior to the security
interest of all other creditors of the Trust whose security interests
are perfected solely by filing UCC financing statements in the State of
Delaware, excluding purchase money security interests under ss.9-312 of
the UCC and temporarily perfected security interests in proceeds under
ss. 9-306 of the UCC.
(v) Under ss.3805(b) of the Business Trust Statute, no
creditor of any Certificateholder shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with
respect to, the property of the Trust except in accordance with the
terms of the Trust Agreement.
(vi) Under ss. 3805(c) of the Business Trust Statute,
and assuming that the Loan Sale Agreement conveys good title to the
Initial Financed Student Loans to the Trust as a true sale and not as a
security arrangement, the Trust rather than the Certificateholders is
the owner of the Initial Financed Student Loans.
(vii) The Delaware Trustee is not required to hold legal
title to the Trust Estate in order for the Trust to qualify as a
business trust under the Act.
(viii) The execution and delivery by the Eligible Lender
Trustee or the Delaware Trustee of the Trust Agreement and, on behalf
of the Trust, of the Trust Agreement, the Indenture, the Master
Servicing Agreement, the Loan Sale Agreement and the Administration
Agreement do not require any consent, approval or authorization of, or
any registration of filing with, any governmental authority of the
State of Delaware, except for the filing of the Certificate of Trust
with the Secretary of State.
14
(ix) Neither the consummation by the Eligible Lender
Trustee or the Delaware Trustee of the transactions contemplated in the
Trust Agreement or, on behalf of the Trust, the transactions
contemplated in the Trust Agreement, the Indenture, the Master
Servicing Agreement, the Loan Sale Agreement and the Administration
Agreement nor the fulfillment of the terms thereof by the Eligible
Lender Trustee or the Delaware Trustee will conflict with or result in
a breach or violation of any law of the State of Delaware.
(j) The Representative shall have received an opinion of The
Law Department of The First National Bank of Chicago, counsel to the Eligible
Lender Trustee, dated the Closing Date and satisfactory in form and substance to
the Representative and its counsel, to the effect that:
(i) The Eligible Lender Trustee is a national banking
association duly organized and validly existing under the laws of the
United States.
(ii) The Eligible Lender Trustee has the full corporate
trust power to accept the office of eligible lender trustee under the
Trust Agreement and to enter into and perform its obligations under the
Trust Agreement, the Master Servicing Agreement, the Loan Sale
Agreement and the Co-Trustee Agreement and, on behalf of the Trust,
under the Indenture, the Master Servicing Agreement, the Loan Sale
Agreement, the Administration Agreement and the Guarantee Agreements.
(iii) The execution and delivery of the Trust Agreement,
the Master Servicing Agreement, the Loan Sale Agreement and the
Co-Trustee Agreement by the Eligible Lender Trustee and the Indenture,
the Master Servicing Agreement, the Loan Sale Agreement, the
Administration Agreement and the Guarantee Agreements by the Eligible
Lender Trustee on behalf of the Trust, and the performance by the
Eligible Lender Trustee of its obligations under the Trust Agreement,
the Master Servicing Agreement, the Loan Sale Agreement and the
Co-Trustee Agreement, as well as the performance by the Eligible Lender
Trustee of its obligations on behalf of the Trust under the Indenture,
the Master Servicing Agreement, the Loan Sale Agreement, the
Administration Agreement and the Guarantee Agreements have been duly
authorized by all necessary action of the Eligible Lender Trustee and
each has been duly executed and delivered by the Eligible Lender
Trustee.
(iv) The Trust Agreement, the Master Servicing
Agreement, the Loan Sale Agreement and the Co-Trustee
15
Agreement constitute valid and binding obligations of the Eligible
Lender Trustee enforceable against the Eligible Lender Trustee in
accordance with their terms, and the Indenture, the Master Servicing
Agreement, the Loan Sale Agreement, the Administration Agreement and
the Guarantee Agreements constitute the valid and binding obligations
of the Trust enforceable against the Trust in accordance with their
terms, except as the enforceability thereof may be (a) limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation or
other similar laws affecting the rights of creditors generally, and (b)
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(v) The execution and delivery by the Eligible Lender
Trustee of the Trust Agreement, the Master Servicing Agreement, the
Loan Sale Agreement and the Co-Trustee Agreement and by the Eligible
Lender Trustee on behalf of the Trust of the Indenture, the Master
Servicing Agreement, the Loan Sale Agreement, the Administration
Agreement and the Guarantee Agreements do not require any consent,
approval or authorization of, or any registration or filing with, any
applicable governmental authority which has not been obtained or done.
(vi) Each of the Certificates has been duly executed and
delivered by the Eligible Lender Trustee, as eligible lender trustee
and authenticating agent. Each of the Notes has been duly executed and
delivered by the Eligible Lender Trustee on behalf of the Trust.
(vii) Neither the consummation by the Eligible Lender
Trustee of the transactions contemplated in the Trust Agreement, the
Master Servicing Agreement, the Loan Sale Agreement or the Co-Trustee
Agreement, the consummation by the Trust of the transactions
contemplated in the Indenture or the Administration Agreement nor the
fulfillment of the terms thereof by the Eligible Lender Trustee or the
Trust, as the case may be, will conflict with, result in a breach or
violation of, or constitute a default under any law or the Articles of
Association, By-Laws or other organizational documents of the Eligible
Lender Trustee or the terms of any indenture or other agreement or
instrument known to such counsel and to which the Eligible Lender
Trustee or any of its subsidiaries is a party or is bound or any
judgment, order or decree known to us to be applicable to the Eligible
Lender Trustee or any of its subsidiaries, of any court,
16
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Eligible Lender 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 Eligible Lender Trustee (as eligible lender
trustee under the Trust Agreement or in its individual capacity) before
or by any governmental authority that might materially and adversely
affect the performance by the Eligible Lender Trustee of its
obligations under, or the validity or enforceability of, the Trust
Agreement, the Master Servicing Agreement, the Loan Sale Agreement or
the Co-Trustee Agreement.
(ix) The execution, delivery and performance by the
Eligible Lender Trustee of the Trust Agreement, the Master Servicing
Agreement, the Loan Sale Agreement and the Co-Trustee Agreement, and
the execution, delivery and performance by the Eligible Lender Trustee
on behalf of the Trust of the Indenture, the Master Servicing
Agreement, the Loan Sale Agreement, the Administration Agreement and
any Guarantee Agreement will not subject any of the property or assets
of the Trust, or any portion thereof, to any liens created by or
arising under the Eligible Lender Trustee that are unrelated to the
transactions contemplated in such agreements.
(k) The Representative shall have received an opinion of
Xxxxx, Xxxxxx & Xxxxxx, counsel to the Indenture Trustee, dated the Closing Date
and satisfactory in form and substance to the Representative and its counsel, to
the effect that:
(i) The Indenture Trustee is a banking corporation validly
existing under the laws of the State of New York.
(ii) The Indenture Trustee has the requisite power and
authority to execute, deliver and perform its obligations under the
Indenture and the Administration Agreement and has taken all necessary
action to authorize the execution, delivery and performance by it of
the Indenture and the Administration Agreement.
(iii) Each of the Indenture and the Administration Agreement
has been duly executed and delivered by the Indenture Trustee and
constitutes a legal, valid and binding obligation of the Trustee,
enforceable against the Indenture Trustee in accordance with its
respective terms, except that such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation, or
other similar
17
laws applicable to banking corporations affecting the enforcement of
creditors' rights generally, and by general principles of equity,
including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(iv) The Notes have been duly authenticated by the Indenture
Trustee in accordance with the terms of the Indenture.
(l) The Representative shall have received an opinion of
counsel acceptable to it of each of Texas Guaranteed Student Loan Corporation,
United Student Aid Funds and Educational Credit Management Corporation (each a
"Guarantor"), each dated the Closing Date, and satisfactory in form and
substance to the Representative and its counsel, to the effect that:
(i) The Guarantor has been duly incorporated and is
validly existing as a non-profit corporation in good standing under the
laws of the State of its incorporation with full power and authority
(corporate and other) to own its properties and conduct its business,
as presently conducted by it, and to enter into and perform its
obligations under the Guarantee Agreement (and the agreements with the
Department under Section 428 of the Higher Education Act to the extent
relevant to the Guarantor's obligations under such Guarantee
Agreement), and had at all relevant times, and now has, the power,
authority and legal right to guarantee the Financed Student Loans
covered by such Guarantee Agreement and to receive, subject to
compliance with all applicable conditions, restrictions and limitations
of the Higher Education Act and any rules, regulations and
interpretations thereunder, reinsurance payments from the Department
with respect to claims paid by it on such Financed Student Loans.
(ii) The Guarantor is duly qualified to do business and
is in good standing, and has obtained all necessary licenses and
approvals in each jurisdiction in which failure to qualify or to obtain
such license or approval would render the Guarantor's obligation under
the Guarantee Agreement to guarantee the Financed Student Loans covered
thereby unenforceable by or on behalf of the Trust.
(iii) The Guarantee Agreement (and the agreements with
the Department under Section 428 of the Higher Education Act to the
extent relevant to the Guarantor's obligations under such Guarantee
Agreement) have been duly authorized, executed and delivered by the
Guarantor and are the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with their
terms, except
18
that (x) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights and (y) the remedy of
specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
(iv) Neither the execution and delivery by the Guarantor
of the Guarantee Agreement, nor the consummation by the Guarantor of
the transactions contemplated therein nor the fulfillment of the terms
thereof by the Guarantor will conflict with, result in a breach,
violation or acceleration of, or constitute a default under, any terms
or provision of the charter or by-laws of the Guarantor or of any
indenture or other agreement or instrument to which the Guarantor is a
party or by which the Guarantor is bound, or result in a violation of
or contravene the terms of any statute, order or regulation applicable
to the Guarantor of any court, regulatory body, administrative agency
or governmental body having jurisdiction over the Guarantor.
(v) There are no actions, proceedings or investigations
pending or, to the best of such counsel's knowledge after due inquiry,
threatened against the Guarantor before or by any governmental
authority that might materially and adversely affect the performance by
the Guarantor of its obligations under, or the validity or
enforceability of, the Guarantee Agreement.
(vi) The Guarantor is a "guarantor" covered by the
provisions of Section 432(o) of the Higher Education Act.
(m) The Representative shall have received an opinion
addressed to the several Underwriters of Xxxxx & Wood LLP, in its capacity as
special counsel to the several Underwriters, dated the Closing Date, with
respect to the validity of the Notes and the Certificates and such other related
matters as the Representative shall reasonably require and the Seller shall have
furnished or caused to be furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.
(n) The Representative shall have received an opinion of
Xxxx, Xxxxxx & Xxxxxxxxx, special student loan counsel to the several
Underwriters, or in the case of (iii) below, special student loan counsel to the
Seller and the Eligible Lender Trustee, dated the Closing Date, and satisfactory
in form and substance to the Representative and its counsel, to the effect that:
19
(i) The Basic Documents, and the transactions
contemplated by the Basic Documents, conform in all material respects
to the applicable requirements of the Higher Education Act, and that,
upon the due authorization, execution and delivery of the Basic
Documents and the consummation of such transactions, the Financed
Student Loans, legal title to which will be held by the Eligible Lender
Trustee on behalf of the Trust, will qualify, subject to compliance
with all applicable origination and servicing requirements with respect
thereto, to receive all applicable federal assistance payments,
including federal reinsurance and federal interest subsidies and
special allowance payments, with respect thereto.
(ii) To the extent that the statements in the Prospectus
purport to summarize or describe provisions of the Higher Education
Act, or constitute statements of matters of law or legal conclusions
with respect to the Higher Education Act, such statements have been
prepared or reviewed by such counsel and accurately describe the
material consequences to holders of Certificates under the Higher
Education Act.
(iii) Such counsel has examined the Registration
Statement and the Prospectus, and nothing has come to such counsel's
attention that would lead such counsel to believe that, solely with
respect to the Higher Education Act and the student loan business, the
Registration Statement or the Prospectus or any amendment or supplement
thereto as of the respective dates thereof or on the Closing Date
contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein not
misleading.
(iv) Each of the Seller and the Eligible Lender Trustee
is an "eligible lender" as such term is defined in Section 435(d) of
the Higher Education Act for purposes of holding legal title to the
Financed Student Loans.
(v) Each Guarantor is a private non-profit Family
Federal Education Loan Program ("FFELP") guaranty agency (a "Guaranty
Agency") covered by the provisions of Section 432(o) of the Higher
Education Act. In the event that the United States Secretary of
Education (the "Secretary") determines that a Guaranty Agency is unable
to meet its insurance obligations under Title IV-B of the Higher
Education Act of 1965, as amended (the "Act"), the Secretary is
required by Section 432(o) of the Act to pay otherwise valid insurance
claims submitted directly to the Secretary by FFELP lenders on loans
insured by such Guaranty Agency in the full amount of the Guaranty
Agency's insurance
20
obligation thereon and in accordance with insurance requirements no
more stringent than those of the Guaranty Agency.
(vi) A security interest in the Financed Student Loans
may, pursuant to the provisions of 20 U.S.C. ss. 1047- 2(d)(3) be
perfected in the manner provided in the Uniform Commercial Code for
perfection of a security interest in accounts.
(o) The Representative shall have received certificates
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 Secretary, the Assistant Secretary, the
principal financial officer or the principal accounting officer of each of the
Seller and the Master Servicer in which such officers shall state that, to the
best of their knowledge after reasonable investigation, (i) the representations
and warranties of the Seller or the Master Servicer, as the case may be,
contained in the Trust Agreement, the Loan Sale Agreement, the Administration
Agreement and the Master Servicing Agreement, as applicable, are true and
correct in all material respects, that each of the Seller and the Master
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, in the case of the certificate from the Seller only, that no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are contemplated by
the Commission, and (ii) since December 31, 1995, except as may be disclosed in
the Prospectus or in such certificate, no material adverse change, or any
development involving a prospective material adverse change, in or affecting
particularly the business or properties of the Trust, the Company, the Seller or
the Master Servicer, as applicable, has occurred.
(p) The Representative shall have received evidence
satisfactory to it 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, Maryland and Illinois and the State Corporation
Commission of the Commonwealth of Virginia reflecting the transfer of the
interest of the Seller in the Financed Student Loans to the Eligible Lender
Trustee on behalf of the Trust and the proceeds thereof to the Trust and the
grant of the security interest by the Trust in the Financed Student Loans and
the proceeds thereof to the Indenture Trustee.
(q) The Representative shall have received a certificate,
dated the Closing Date, from a responsible officer acceptable to it of each
Guarantor, to the effect that such officer has reviewed the Prospectus
Supplement and that the
21
information therein regarding the Guarantor is fair and accurate in all material
respects.
(r) Each of the Class A-1 Notes and the Class A-2 Notes
shall be rated "AAA" by Fitch Investors Service, L.P., Xxxxx'x Investors
Service, Inc. and Standard & Poor's Ratings Services, and no rating agency shall
have placed either of the Class A-1 Notes or the Class A-2 Notes under
surveillance or review with possible negative implications.
(s) On the Closing Date, $14,996,000 aggregate principal
amount of the Certificates shall have been issued and sold.
The Seller will provide or cause to be provided to the
Representative such conformed copies of such of the foregoing opinions,
certificates, letters and documents as the Representative reasonably requests.
7. Indemnification and Contribution. (a) The Seller
will indemnify and hold each Underwriter harmless against any losses, claims,
damages or liabilities to which such Underwriter may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the preliminary Basic Prospectus, Preliminary Prospectus Supplement
(if any), the Basic Prospectus, or the Prospectus or any amendment or supplement
thereto, or arise out of or are based upon the 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 each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Seller will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Seller by any Underwriter specifically for use therein, provided,
further, that the foregoing indemnity agreement is subject to the condition that
insofar as it relates to any untrue statement, alleged untrue statement or
omission made in any Preliminary Prospectus but eliminated or remedied in the
Prospectus, such indemnity shall not inure to the benefit of any Underwriter
from whom a person asserting any loss, claim, damage or liability purchased
Notes which are the subject thereof, if a copy of the Prospectus was furnished
to such Underwriter and such Prospectus was required by
22
the Act to be sent or given to such person with or prior to the written
confirmation of sale of such Notes to such person.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Seller against any losses, claims, damages or
liabilities to which the Seller may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
preliminary Basic Prospectus, Preliminary Prospectus Supplement (if any), Basic
Prospectus, or the Prospectus or any amendment or supplement thereto or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
relating to such Underwriter and furnished to the Seller by such Underwriter
through the Representative specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Seller in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. 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 elect by written notice, 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), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and approval by the indemnified party
of the counsel appointed by the indemnifying party, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. In no
event shall the indemnifying party be liable for fees and expenses for more than
one counsel separate from their own counsel for all
23
indemnified parties in connection with any one action or related actions in the
same jurisdiction arising out of the same general allegations or circumstances
unless any such indemnified party shall have been advised by such 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 other indemnified
parties and in the reasonable judgment of such counsel it is advisable for such
indemnified party to employ separate counsel. 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 includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Seller on the one hand and the Underwriters on the other 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 Seller on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Seller on the one hand and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) of the
Notes received by the Seller bear to the total underwriting discounts and
commissions applicable to the Notes received by the Underwriters. The relative
fault 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 Seller
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
24
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the underwriting discount or commission applicable to the Notes
underwritten by it exceeds the amount of any damages which such 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. The obligations of each of the Underwriters to contribute are
several in proportion to their respective underwriting obligations and are not
joint.
(e) The obligations of the Seller under this Section shall
be in addition to any liability which the Seller may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Seller, to each officer of the Seller
who has signed the Registration Statement and to each person, if any, who
controls the Seller within the meaning of the Act.
8. Default of Underwriters. If any Underwriter
participating in the offering of Notes defaults in its obligation to purchase
Notes hereunder and the aggregate principal amount of such Notes which such
defaulting Underwriter agreed, but failed, to purchase does not exceed 10% of
the total principal amount of the Underwriter Notes, you may make arrangements
satisfactory to the Seller for the purchase of such Notes by other persons, but
if no such arrangements are made within a period of 36 hours after the Closing
Date, the non-defaulting Underwriter shall be obligated, in proportion to its
respective total commitment hereunder, to purchase the Notes which such
defaulting Underwriter agreed but failed to purchase. If any Underwriter so
defaults and the aggregate principal amount of Notes with respect to which such
default occurs is more than 10% of the total principal amount of the Underwriter
Notes and arrangements satisfactory to you and the Seller for the purchase of
such Notes by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of the
non-defaulting Underwriter or the Seller, except as provided in Section 9. As
used in this Agreement, the term "Underwriter" includes any person substituted
for any Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
25
9. Survival of Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Seller or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement or contained in certificates of
officers of the Seller 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 any Underwriter, the Seller or any of
their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Notes. If for any
reason the purchase of the Notes by the Underwriters is not consummated, the
Seller shall remain responsible for the expenses to be paid or reimbursed by the
Seller pursuant to Section 5 and the respective obligations of the Seller and
the Underwriters pursuant to Section 7 shall remain in effect. If for any reason
the purchase of the Notes by the Underwriters is not consummated (other than
because of a failure to satisfy the conditions set forth in items (iii), (v) and
(vi) of Section 6(d)), the Seller will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Notes.
10. Notices. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to the Representative at Xxxx Xxxxxx Xxxxx, Xxx Xxxx, X.X. 00000,
Xxxxxxxxx: Investment Banking--Transactions Advisory Group; if sent to the
Seller, will be mailed, delivered or telegraphed, and confirmed to it at Signet
Bank, 0 Xxxxx 0xx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Treasurer;
provided, however, that any notice to an Underwriter pursuant to Section 7 will
be mailed, delivered or telegraphed and confirmed to such Underwriter. Any such
notice will take effect at the time of receipt.
11. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligations hereunder.
12. Representation of Underwriters. The Representative
shall act for the several Underwriters in connection with this financing, and
any action taken by the Representative will be binding upon all the
Underwriters.
13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same Agreement.
26
14. Applicable Law. This Agreement will be governed by,
and construed in accordance with, the laws of the State of New York.
27
If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between the
Seller and the several Underwriters in accordance with its terms.
Very truly yours,
SIGNET BANK
By: /s/ XXXXXXX XXXXXXX
___________________________
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
The foregoing Note
Underwriting Agreement is
hereby confirmed and
accepted as of the date
first written above.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ XXXX XXXXXX
_______________________
Name: Xxxx Xxxxxx
Title: Director
Acting on behalf of itself and as
Representative of the several Underwriters
28
SCHEDULE I
Principal Amount of Principal Amount of
Underwriter Class A-1 Notes Class A-2 Notes
--------------------------------------------------------------------------
Credit Suisse First Boston $ 94,500,000 $ 60,939,000
Corporation
Xxxxxxx, Xxxxx & Co. $ 94,500,000 $ 60,500,000
Total $189,000,000 $121,439,000
29
APPENDIX A
[See Appendix A to Administration Agreement]
30
EXHIBIT A
[Letterhead of Signet Bank]
[ ], 1996
CS First Xxxxxx Xxxxxxxxxxx
Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
[other Underwriters]
Re: FLOATING RATE ASSET BACKED NOTES
AND FLOATING RATE ASSET BACKED CERTIFICATES
Gentlemen:
I am the General Counsel of Signet Bank (the "Seller") and have acted
as counsel to the Seller in connection with the issuance and sale by Signet
Student Loan Trust 1996-A (the "Trust") of (i) $[ ] principal amount of its
Floating Rate Class A-1 Asset Backed Notes and $[ ] principal amount of its
Floating Rate Class A-2 Asset Backed Notes (collectively, the "Notes") pursuant
to the Note Underwriting Agreement dated [ ], 1996 between the Seller and the
Underwriters named therein (the "Note Underwriting Agreement") and (ii) Floating
Rate Asset Backed Certificates in the aggregate principal amount of $[ ] (the
"Certificates") pursuant to the Certificate Underwriting Agreement dated [ ],
1996 between the Seller and the Underwriters named therein (the "Certificate
Underwriting Agreement" and, together with the Note Underwriting Agreement, the
"Underwriting Agreements"). Except as otherwise indicated herein, capitalized
terms are defined as set forth in the Underwriting Agreements. As used herein,
(i) "Principal Documents" shall mean, collectively, the Trust Agreement, the
Loan Sale Agreement, the Administration Agreement and the Master Servicing
Agreement.
Based upon and subject to the limitations and qualifications set forth
below, I am of the opinion that:
A-1
(1) The Seller has been duly organized and is validly existing as a
banking corporation in good standing under the laws of the Commonwealth of
Virginia, with full power (corporate and other) and authority to own its
properties and to conduct its business as now conducted by it and to enter into
and perform its obligations under the Underwriting Agreements and the Principal
Documents, and had, at all relevant times and now has the corporate power and
authority, and legal right, to acquire, own, sell and service the Initial
Financed Student Loans and any Additional Student Loans consistent with all
applicable conditions, restrictions and limitations of the Higher Education Act.
(2) The Seller has executed and delivered the written order to the
Eligible Lender Trustee to authenticate the Certificates and such action has
been duly authorized by the Seller. When the Certificates have been duly
executed, authenticated, and delivered in accordance with the Trust Agreement
and the Certificates have been delivered and paid for pursuant to the
Certificate Underwriting Agreement, the Certificates will be validly issued and
entitled to the benefits of the Trust Agreement, subject, as to the
enforceability thereof, to bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally and by the application of
general principles of equity.
(3) The Seller has executed and delivered the written order to the
Eligible Lender Trustee to execute and deliver the Issuer Order to the Indenture
Trustee and such action has been duly authorized by the Seller. When the Notes
have been duly executed, delivered, and authenticated in accordance with the
Indenture and delivered and paid for pursuant to the Note Underwriting
Agreement, the Notes will be validly issued and entitled to the benefits of the
Indenture, subject, as to the enforceability thereof, to bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally and by the application of general principles of equity.
(4) The Seller has duly authorized, executed, and delivered the
Underwriting Agreements and the Principal Documents and such Principal Documents
are legal, valid and binding obligations of the Seller, enforceable against the
Seller, subject, as to the enforceability thereof, to bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally and to the application of general principles of equity.
(5) Neither the transfer of the Initial Financed Student Loans or the
Additional Student Loans by the Seller to the Eligible Lender Trustee on behalf
of the Trust, nor the assignment by the Seller of the Trust Estate to the Trust,
nor the grant by the Trust of the security interest in the Collateral to the
Indenture Trustee pursuant to the Indenture, nor the
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execution and delivery by the Seller of the Underwriting Agreements and the
Principal Documents, nor the consummation of the transactions contemplated by
the Underwriting Agreements or the Principal Documents nor the performance by
the Seller of its obligations thereunder will (i) violate the Articles of
Incorporation and by-laws, as amended, of the Seller, (ii) breach, or result in
a default under or acceleration of, any existing obligation of the Seller in any
indenture, agreement, or instrument known to me, after due inquiry and
reasonable investigation, which breach or default would reasonably be expected
to have a material adverse effect on the condition of the Seller, financial or
otherwise, or adversely affect the transactions contemplated by the Principal
Documents, (iii) violate or contravene the terms of any court order, or (iv)
violate applicable provisions of statutory law or regulation.
(6) There are no actions, proceedings or investigations pending against
the Seller or, to my knowledge, threatened against the Seller before any court,
administrative agency, or tribunal (i) asserting the invalidity of the Trust or
any of the Underwriting Agreements or Principal Documents, (ii) seeking to
prevent the consummation of any of the transactions contemplated by any of the
Underwriting Agreements or the Principal Documents or the execution and delivery
thereof, or (iii) that could reasonably be expected to materially and adversely
affect the enforceability of the Underwriting Agreements or Principal Documents
against the Seller or the ability of the Seller to perform its obligations
thereunder.
(7) No consent, approval, authorization, or order of, or filing with,
any court or governmental agency or body is required of the Seller for the
consummation of the transactions contemplated in the Underwriting Agreements or
Principal Documents, except such consents, approvals, authorizations, or orders
as have been obtained or such filings as have been made.
(8) Nothing has come to our attention that would lead us to believe
that the representations and warranties of the Seller contained in the Principal
Documents are other than as stated therein.
(9) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Virginia,
with full power (corporate and other) and authority to own its properties and to
conduct its business as now conducted by it and to enter into and perform its
obligations under the Trust Agreement.
(10) The Company has duly authorized, executed, and delivered the Trust
Agreement and the Trust Agreement is a legal, valid and binding obligation of
the Company, enforceable against
A-3
the Company, subject, as to the enforceability thereof, to bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally and by the application of general principles of equity.
(11) Neither the execution and delivery by the Company of the Trust
Agreement, nor the consummation of the transactions contemplated thereby nor the
performance by the Company of its obligations thereunder will (i) violate the
Articles of Incorporation and by-laws, as amended, of the Company, (ii) breach,
or result in a default under or acceleration of, any existing obligation of the
Company in any indenture, agreement, or instrument known to me, after due
inquiry and reasonable investigation, which breach or default would reasonably
be expected to have a material adverse effect on the condition of the Company,
financial or otherwise, or adversely affect the transactions contemplated by the
Principal Documents, (iii) violate or contravene the terms of any court order,
or (iv) violate applicable provisions of statutory law or regulation.
(12) There are no actions, proceedings or investigations pending
against the Company or, to my knowledge, threatened against the Company before
any court, administrative agency, or tribunal (i) asserting the invalidity of
the Trust Agreement or any of the other Principal Documents, (ii) seeking to
prevent the consummation of any of the transactions contemplated by any of the
Underwriting Agreements or the Principal Documents or the execution and delivery
thereof, or (iii) that could reasonably be expected to materially and adversely
affect the enforceability of the Trust Agreement against the Company or the
ability of the Company to perform its obligations thereunder.
(13) No consent, approval, authorization, or order of, or filing with,
any court or governmental agency or body is required of the Company for the
consummation of the transactions contemplated in the Trust Agreement, except
such consents, approvals, authorizations, or orders as have been obtained or
such filings as have been made.
(14) There are no legal or governmental proceedings pending or
threatened against the Seller, the Company or the Master Servicer that are
required to be disclosed in the Registration Statement, other than those
disclosed therein.
(15) There are no contracts, indentures, mortgages, loan agreements,
notes, leases, or other instruments to which the Seller, the Company or the
Master Servicer is a party that are required to be described or referred to in
the Registration Statement or to be filed as exhibits thereto other than those
described or referred to or filed or incorporated by reference as exhibits
thereto.
A-4
For purposes of this opinion, I have assumed that (i) the Underwriting
Agreements and the Principal Documents have been duly executed and delivered by
all parties thereto (other than the Seller and the Company) and are valid and
binding upon and enforceable against such parties, subject, as to the
enforceability thereof, to bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally and by the application of
general principles of equity.
The opinions expressed herein are limited to matters of Federal law and
the laws of the Commonwealth of Virginia, without giving effect to principles of
conflicts of laws.
This opinion is rendered solely to the addressee hereof, for its use in
connection with the transactions contemplated by the Underwriting Agreements and
Principal Documents and may not be relied upon for any other purpose or by any
other person.
Very truly yours,
-----------------------------------
[ ]
General Counsel
A-5
EXHIBIT B
[Letterhead of McGuire, Woods, Battle & Xxxxxx, L.L.P.]
[ ], 1996
CS First Xxxxxx Xxxxxxxxxxx
Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
[other Underwriters]
Re: Floating Rate Asset Backed Notes
and Floating Rate Asset Backed
Certificates
Gentlemen:
We have acted as counsel to Signet Bank (the "Seller") and Signet
Student Loan Trust 1996-A (the "Trust") in connection with the issuance by the
Trust of the Floating Rate Class A-1 Asset Backed Notes in the aggregate
principal amount of $_______ and the Floating Rate Class A-2 Asset Backed Notes
in the aggregate principal amount of $________ (collectively, the "Notes") and
the Floating Rate Asset Backed Certificates in the aggregate principal amount of
$____________. This opinion letter is furnished to you pursuant to Section 6(f)
of the Note Underwriting Agreement (the "Note Underwriting Agreement") dated
[ ], 1996 between the Seller and the Underwriters named therein and
Section 6(f) of the Certificate Underwriting Agreement (the "Certificate
Underwriting Agreement") dated [ ], 1996 between the Seller and the
Underwriters named therein. Except as otherwise indicated herein, capitalized
terms used in this opinion letter are defined as set forth in the Underwriting
Agreements.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion letter, and based thereupon and
subject to the foregoing, we are of the opinion that:
(1) The Indenture creates a valid security interest in the
Financed Student Loans, including all moneys paid thereunder on or
after the Cutoff Date, in favor of the Indenture Trustee, as trustee
for the benefit of the Noteholders, that has been duly perfected by the
filing of
B-1
financing statements executed by the Eligible Lender Trustee in the
offices indicated in Schedule __ hereto, provided, that, this opinion
does not in any way derogate the conclusion expressed in paragraph ___
hereto [true sale paragraph]. The filing of such financing statements
has perfected a first priority security interest in such Student Loans,
including all moneys paid thereunder, except for Liens the priority of
which is determined under the provisions of applicable law without
regard to the filing of record of a financing statement in the offices
listed on Schedule __ hereto or Liens the priority of which does
require such a filing, but, upon such filing, may relate back to a date
prior to the date on which the security interest was perfected. No
filings or other actions, other than the filing of appropriate UCC
continuation statements, are necessary to maintain the perfection and
priority of such security interest. We call your attention to the fact
that unless appropriate financing statements are timely filed in the
appropriate offices, perfection of the security interest in the
Financed Student Loans, including all moneys paid thereunder, will be
terminated if the Trust hereafter changes its name, identity or
corporate structure so that the financing statements filed in the
offices indicated on Schedule __ hereto become seriously misleading.
(2) A security interest in the Financed Student Loans may,
pursuant to the provisions of 20 U.S.C. ss. 1087-2(d)(3), be perfected
in the manner provided by the UCC for perfection of a security interest
in accounts.
(3) The Seller is not, and will not as a result of the offer
and sale of the Notes and Certificates as contemplated in the
Prospectus and the Note Underwriting Agreement and the Certificate
Underwriting Agreement become, an "investment company" as defined in
the Investment Company Act or a company "controlled by" an "investment
company" within the meaning of the Investment Company Act.
(4) All actions required to be taken and all filings
required to be made by the Seller or the Trust under the Act and the
Exchange Act prior to the sale of the Notes and the Certificates have
been duly taken or made.
(5) The Trust Agreement need not be qualified under the
Trust Indenture Act of 1939, and the Trust is not required to register
under the Investment Company Act.
(6) The Indenture has been duly qualified under the Trust
Indenture Act.
(7) The Trust has been duly formed, is validly existing and
is in good standing under the laws of the State
B-2
of Delaware, with full power and authority to own its assets and
conduct its business as described in the Prospectus.
(8) The Trust has duly authorized the Indenture, the Loan
Sale Agreement, the Master Servicing Agreement and the Administration
Agreement, and, when duly executed and delivered by the other parties
thereto, they will be valid and binding obligations of the Trust,
enforceable against the Trust in accordance with their terms, subject,
as to the enforceability thereof, to bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights
generally and by the application of general principles of equity.
(9) The Registration Statement has become effective under
the Act; any required filing of the Prospectus (and any Supplement
thereto) pursuant to Rule 424(b) promulgated under the Act has been
made in the manner and within the time period required under such rule;
no stop order suspending the effectiveness of the Registration
Statement has been issued and, to our knowledge, no proceedings for
that purpose are pending or threatened by the Commission.
(10) The Basic Documents, and the transactions contemplated
by the Basic Documents, conform in all material respects to the
applicable requirements of the Higher Education Act, and, upon the due
authorization, execution and delivery of the Basic Documents and the
consummation of such transactions, the Financed Student Loans, legal
title to which will be held by the Eligible Lender Trustee on behalf of
the Trust, will qualify, subject to compliance with all applicable
origination and servicing requirements with respect thereto, to receive
all applicable federal assistance payments, including federal
reinsurance and federal interest subsidies and special allowance
payments, with respect thereto.
(11) We have examined the Registration Statement and the
Prospectus (and any Supplement thereto), and nothing has come to our
attention that would lead us to believe that, solely with respect to
the Higher Education Act and the student loan business, the
Registration Statement or the Prospectus or any amendment or supplement
thereto as of the respective dates thereof or on the Closing Date
contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein not
misleading.
(12) The Eligible Lender Trustee is an "eligible lender" as
such term is defined in Section 435(d) of the
B-3
Higher Education Act for purposes of holding legal title to the
Financed Student Loans.
(13) The statements contained in the Prospectus under the
headings "Risk Factors -- Certain Legal Aspects" and "Certain Legal
Aspects of the Student Loans", to the extent that they describe legal
matters, present fair summaries of such legal matters.
(14) The statements contained in the Prospectus under the
captions "Description of the Securities", "Description of the Transfer
and Servicing Agreements", "Description of the Notes" and "Description
of the Certificates", insofar as such statements purport to summarize
the provisions of the Certificates, the Notes, the Indenture, the
Administration Agreement, the Loan Sale Agreement, the Master Servicing
Agreement and the Trust Agreement, present fair summaries of such
provisions.
We have participated in the preparation of the Registration Statement
and the Prospectus (and any supplement thereto). From time to time we have had
discussions with the officers and employees of the Seller and your employees and
counsel concerning the information contained in the Registration Statement and
the Prospectus (and any supplement thereto). Based thereupon we are of the
opinion that (a) the Registration Statement (except for the financial
statements, financial schedules and other numerical, financial and statistical
information contained therein and the Form T-1 included therein, as to all of
which we express no view) at the time the Registration Statement became
effective under the Act complied as to form in all material respects with the
Act and the Trust Indenture and the rules and regulations thereunder and (b) the
Prospectus (and any supplement thereto) (except for the financial statements,
financial schedules and other numerical, financial and statistical information
contained therein, as to all of which we express no view) as of its date
complied as to form with the Act and the rules and regulations thereunder. Based
upon the participation and discussions described above, no facts have come to
our attention to cause us to believe that (a) the Registration Statement (except
for the financial statements, financial schedules and other numerical, financial
and statistical information contained therein, as to which we express no view)
at the time the Registration Statement became effective under the Act contained
any 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 or (b) the Prospectus (and any Supplement thereto) (except for the
financial statements, financial schedules and other numerical, financial and
statistical information contained therein, as to all of which we express no
view) as of its date or the date hereof contained or contains any untrue
statement of a material
B-4
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
[McGuire, Woods, Battle & Xxxxxx, L.L.P. will rely on the opinion of
Xxxxx & Wood LLP with respect to certain matters of New York law and on
Xxxxxxxx, Xxxxxx & Finger with respect to certain matters of Delaware law.]
Very truly yours,
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