EXHIBIT 99.7
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BROKER-DEALER AGREEMENT
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BETWEEN
BANKERS TRUST COMPANY
AS AUCTION AGENT
AND
XXXXXXX XXXXX XXXXXX INC.
AS BROKER-DEALER
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DATED AS OF _____________ __, 2002
RELATING TO
$-------------------------
SLC STUDENT LOAN TRUST-I
STUDENT LOAN ASSET-BACKED NOTES
CONSISTING OF
SERIES ________________
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TABLE OF CONTENTS
PAGE
1. DEFINITIONS AND RULES OF CONSTRUCTION................................................................
1.1. Terms Defined by Reference to the Indenture.......................................................
1.2. Terms Defined Herein..............................................................................
1.3. Rules of Construction.............................................................................
2. THE AUCTION..........................................................................................
2.1. Purpose: Incorporation by Reference of Auction Procedures and Settlement Procedures..............
2.2. Preparation for Each Auction......................................................................
2.3. Auction Schedule: Method of Submission of Orders.................................................
2.4. Notices...........................................................................................
2.5. Service Charge to Be Paid to BD...................................................................
2.6. Settlement........................................................................................
3. THE AUCTION AGENT....................................................................................
3.1. Duties and Responsibilities.......................................................................
3.2. Rights of the Auction Agent.......................................................................
3.3. The Auction Agent's Disclaimer....................................................................
4. MISCELLANEOUS........................................................................................
4.1. Termination.......................................................................................
4.2. Participant in Securities Depository..............................................................
4.3. Communications....................................................................................
4.4. Entire Agreement..................................................................................
4.5. Benefits..........................................................................................
4.6. Amendment: Waiver................................................................................
4.7. Successors and Assigns............................................................................
4.8. Severability......................................................................................
4.9. Execution in Counterparts.........................................................................
5. GOVERNING LAW........................................................................................
Exhibit A. Settlement Procedures........................................................................
Exhibit B. Order Form...................................................................................
Exhibit C. Transfer Form................................................................................
Exhibit D. Notice of a Failure to Deliver...............................................................
Broker-Dealer Agreement (the "Agreement"), dated as of ___________ __,
2002 between BANKERS TRUST COMPANY (together with its successors and assigns,
the "Auction Agent"), a New York banking corporation appointed as such pursuant
to the provisions of a General Indenture, dated as of _____________ __, 2002
(the "Trust Indenture") by and between SLC Student Loan Trust-I, a Delaware
business trust, (the "Issuer"), and Bankers Trust Company, a New York banking
corporation (the "Trustee"), as supplemented and amended by a First Supplemental
Indenture, dated as of _____________ __, 2002 by and between the Issuer and the
Trustee, and the respective Auction Procedures attached thereto as [Exhibit A]
(collectively referred to herein as the "Indenture"), pursuant to authority
granted to it in the Auction Agency Agreement between the Trustee and the
Auction Agent hereinafter defined, and XXXXXXX XXXXX BARNEY INC. (together with
its successors and assigns hereinafter referred to as "BD").
The Issuer proposes to issue $_________________ aggregate principal amount
of its Student Loan Asset-Backed Notes, Series ________ ( the "Offered Notes")
pursuant to the Indenture.
The Indenture provides that the interest rate on the Offered Notes for
each Auction Period after the Auction Period shall, except as otherwise provided
in the Indenture, equal the Auction Rate that the Auction Agent advises has
resulted on the Auction Date from the implementation of the Auction Procedures.
Pursuant to Section 2.9(a) or (b) of the Auction Agency Agreement, the Auction
Agent has entered into this Agreement.
The Auction Procedures require the participation of one or more
Broker-Dealers.
Now, Therefore, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Auction Agent and BD agree as follows:
1. DEFINITIONS AND RULES OF CONSTRUCTION.
1.1. Terms Defined by Reference to the Indenture. Capitalized terms not
defined herein shall have the respective meanings specified in or pursuant to
the Indenture and the Auction Agency Agreement.
1.2. Terms Defined Herein. As used herein and in the Settlement Procedures
(as defined below), the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "AUCTION" shall have the meaning specified in Section 2.1
hereof.
(b) "AUCTION AGENCY AGREEMENT" shall mean the Auction Agency
Agreement, dated as of _____________ __, 2002, between the Trustee and the
Auction Agent relating to the Offered Notes.
(c) "AUCTION PROCEDURES" shall mean the Auction Procedures that are
set forth in [Exhibit A] to the First Supplemental Indenture.
(d) "AUTHORIZED OFFICER" shall mean, with respect to the Auction
Agent, each Managing Director, Vice President, Assistant Vice President
and Associate of the Auction Agent and every other officer of the Auction
Agent assigned to its Corporate Trust & Agency Services, and every other
officer or employee of the Auction Agent designated as an "Authorized
Officer" for purposes of this Agreement in a communication to BD.
(e) "BD OFFICER" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement in a
communication to the Auction Agent.
(f) "BROKER-DEALER AGREEMENT" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(g) "SETTLEMENT PROCEDURES" shall mean the Settlement Procedures
attached hereto as Exhibit A.
1.3. Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) In case of any conflict between the provisions of this Agreement
and the provisions of the Multi-Mode Annex, the Multi-Mode Annex shall
control.
(e) All references herein to a particular time of day shall be to
New York City time.
2. THE AUCTION.
2.1. Purpose: Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) On each Auction Date, the provisions of the Auction Procedures
will be followed by the Auction Agent for the purpose of determining the
Auction Rate for the next Auction Period. Each periodic operation of such
implementation is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and
the Settlement Procedures are incorporated herein by reference in their
entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions were fully set forth herein.
(c) BD agrees to act as, and assumes the obligations of and
limitations and restrictions placed upon, a Broker-Dealer under this
Agreement. BD understands that other persons meeting the requirements
specified in the definition of "Broker-Dealer" contained in [Article I of
the Multi-Mode Annex] may execute Broker-Dealer Agreements and participate
as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for
their own accounts. However, the Issuer may, by notice to BD and all other
Broker-Dealers given no later than 3:00 P.M. on the Business Day next
preceding an Auction, prohibit all (but not less than all) Broker-Dealers
from submitting Bids for their own account in such Auction and, if so
specified in such notice, all future Auctions until such notice is
withdrawn, but the Broker-Dealers may continue to submit Hold and Sell
orders for their own accounts and Bids on behalf of customers. The Auction
Agent shall have no duty or liability with respect to enforcement of this
subsection.
2.2. Preparation for Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for the Offered
Notes, the Auction Agent shall advise BD by telephone of the Maximum
Auction Rate, the Maximum Rate, the Maximum Interest Rate, the All Hold
Rate, One-Month LIBOR and the Applicable LIBOR Rate.
(b) In the event that the Auction Date for any Auction shall be
changed after the Auction Agent has given the notice referred to in
[clause (vi) of paragraph (a)] of the Settlement Procedures, the Auction
Agent, by such means as the Auction Agent deems practicable, shall give
notice of such change to BD not later than the earlier of 9:15 A.M. on the
new Auction Date and 9:15 A.M. on the old Auction Date. Thereafter, BD
shall promptly notify customers of BD that BD believes are Existing Owners
of such change in the Auction Date.
(c) The Auction Agent from time to time may request BD to provide it
with a list of the respective customers BD believes are Existing Owners of
the Offered Notes and the aggregate principal amounts of Offered Notes
specifically owned by each such customer. BD shall comply with any such
request, and the Auction Agent shall keep confidential any such
information, including information received as to the identity of Bidders
in any Auction, and shall not disclose any such information so provided to
any person other than the Trustee, the Issuer and BD, provided that the
Auction Agent reserves the right to disclose, any such information if it
is advised by its counsel that such failure would be unlawful or would
subject the Auction Agent to liability for which it has not received
indemnity satisfactory to it.
2.3. Auction Schedule: Method of Submission of Orders.
(a) The Auction Agent shall conduct Auctions for the Offered Notes
in accordance with the schedule set forth below. Such schedule may be
changed at any time by the Auction Agent with consent of the Trustee, at
the direction of the Issuer, which consent shall not be unreasonably
withheld or delayed. The Auction Agent shall give written notice of any
such change to BD. Such notice shall be received prior to the close of
business on the Business Day next preceding the first Auction Date on
which any such change shall be effective.
Time Event
By 9:30 A.M. Auction Agent obtains the Maximum Auction
Rate, the Maximum Rate, the Maximum
Interest Rate, the All Hold Rate,
One-Month LIBOR and the Applicable LIBOR
Rate. Auction Agent notifies the Trustee
and the Broker-Dealers of the Maximum
Auction Rate, the Maximum Rate, the
Maximum Interest Rate, the All Hold Rate,
One-Month LIBOR and the Applicable LIBOR
Rate.
9:30 A.M.-1:00 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in the Auction Procedures.
Submission Deadline is 1:00 P.M.
Not earlier Auction Agent makes determinations
than 1:00 P.M. pursuant to the Auction Procedures.
Submitted Bids and Submitted Sell Orders
are accepted and rejected in whole or in
part and principal amounts of Offered
Notes are allocated as provided in the
Auction Procedures. Auction Agent gives
notice of Auction results as set forth in
Section 2.4(a) hereof.
Not later Auction Agent advises the Trustee of the
then 3:00 P.M. Auction Rate for the next Auction
provided Period and of results of Auction as
provided in the Auction Procedures.
(b) BD agrees to maintain a list of Potential Owners and to contact
the Potential Owners on such list on or prior to each Auction Date for the
purpose of participating in the Auction on such Auction Date.
(c) BD shall submit Orders to the Auction Agent in writing in
substantially the form attached hereto as Exhibit B. BD shall submit a
separate Order to the Auction Agent for each Potential Owner or Existing
Owner on whose behalf BD is submitting an Order and shall not net or
aggregate the Orders of Potential Owners or Existing Owners on whose
behalf BD is submitting Orders.
(d) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit C, of transfers of
Offered Notes, made through BD by an Existing Owner to another person
other than pursuant to an Auction and (ii) a written notice, in
substantially the form attached hereto as Exhibit D, of the failure of any
Offered Notes to be transferred to or by any person that purchased or sold
Offered Notes through BD pursuant to an Auction. The Auction Agent is not
required to give effect to any notice with respect to an Auction unless it
is received by the Auction Agent by 3:00 P.M. on the Business Day next
preceding the applicable Auction Date.
(e) BD agrees to handle its customers' Orders in accordance with its
duties under applicable securities laws and rules.
(f) Prior to or concurrently with the execution and delivery of the
Auction Agent Agreement, BD shall provide the Auction Agent with a list of
the Existing Owners of the Offered Notes who have agreed to purchase such
Offered Notes through BD, if any. In order to verify the accuracy and
authenticity of the lists of Existing Owners so provided, the Auction
Agent may confirm those lists of the Existing Owners to the respective
Broker-Dealers who provided the original lists within 10 Business Days of
the Auction Agent's receipt thereof.
2.4. Notices.
(a) On each Auction Date, the Auction Agent shall notify BD by
telephone of the results of the Auction as set forth in paragraph (a) of
the Settlement Procedures. By approximately 10:30 A.M. on the Business Day
next succeeding such Auction Date, the Auction Agent shall notify BD in
writing, if previously so requested, of the disposition of all Orders
submitted by BD in the Auction held on such Auction Date.
(b) BD shall notify each Existing Owner or Potential Owner on whose
behalf BD has submitted an Order as set forth in paragraph (b) of the
Settlement Procedures and take such other action as is required of BD
pursuant to the Settlement Procedures.
(c) The Auction Agent shall deliver to BD after receipt all notices
and certificates which the Auction Agent is required to deliver to BD
pursuant to Section 2 of the Auction Agency Agreement at the times and in
the manner set forth in the Auction Agency Agreement.
2.5. Service Charge to Be Paid to BD.
(a) On each Interest Payment Date, for the term of this Agreement,
the Auction Agent shall pay to BD from moneys received from the Trustee
pursuant to Section 3.6(b) of the Auction Agency Agreement an amount equal
to the product of (i) a fraction, the numerator of which is the number of
days in the related Auction Period (or in the case of the initial period,
the actual number of days elapsed since the date of delivery of the
Offered Notes) and the denominator of which is 360 days times (ii) the
Broker-Dealer Fee Rate times (iii) the sum of (A) the sum of the aggregate
principal amount of the Offered Notes placed by BD in all Auctions held
since the last Interest Payment Date that were (1) the subject of
Submitted Bids of Existing Owners submitted by BD and continued to be held
as a result of such submission and (2) the subject of Submitted Bids of
Potential Owners submitted by BD and purchased as a result of such
submission and (B) the aggregate principal amount of the Offered Notes
subject to valid Hold Orders (determined in accordance with the Auction
Procedures) submitted to the Auction Agent by BD and (C) the principal
amount of the Offered Notes deemed to be subject to Hold Orders by
Existing Owners pursuant to the Auction Procedures that were acquired by
such Existing Owners through BD, divided by (iv) the sum of the aggregate
principal amount of the Offered Notes auctioned since the last Interest
Payment Date divided by the aggregate principal amount of Offered Notes
outstanding at the beginning of such period. For purposes of subclause
(iii)(C) of the foregoing sentence, if any Existing Owner who acquired
Offered Notes through BD transfers those Offered Notes to another person
other than pursuant to an Auction, then the Broker-Dealer for the Offered
Notes so transferred shall continue to be BD; provided, however, that if
the transfer was effected by, or if the transferee is, a Broker-Dealer
other than BD, then such Broker-Dealer shall be the Broker-Dealer for such
Offered Notes. If for any reason an Auction is not held on an Auction
Date, there shall be no Broker-Dealer Fee applicable with respect to such
Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts
received by the Auction Agent pursuant to the Indenture.
(b) The Broker-Dealer Fee Rate shall be _____% per annum.
2.6. Settlement.
(a) If any Existing Owner on whose behalf BD has submitted a Bid or
Sell Order for Offered Notes that was accepted in whole or in part fails
to instruct its Participant to deliver the Offered Notes subject to such
Bid or Sell Order against payment therefor, BD shall instruct such
Participant to deliver such Offered Notes against payment therefor and BD
may deliver to the Potential Owner on whose behalf BD submitted a Bid that
was accepted in whole or in part a principal amount of the Offered Notes
that is less than the principal amount of the Offered Notes specified in
such Bid to be purchased by such Potential Owner. Notwithstanding the
foregoing terms of this Section 2.6(a), any delivery or non-delivery of
Offered Notes which represents any departure from the results of an
Auction, as determined by the Auction Agent, shall be of no effect unless
and until the Auction Agent shall have been notified of such delivery or
non-delivery in accordance with the terms of Section 2.3(d) hereof. The
Auction Agent shall have no duty or liability with respect to monitoring
or enforcing requirements of this Section 2.6(a).
(b) Neither the Auction Agent, the Trustee nor the Issuer shall have
any responsibility or liability with respect to the failure of an Existing
Owner, a Potential Owner or a Participant or any of them to deliver
Offered Notes or to pay for Offered Notes sold or purchased pursuant to
the Auction Procedures or otherwise. The Auction Agent shall have no
responsibility for any adjustment to fees paid pursuant to Section 2.5
hereof as a result of any failure described in this Section 2.6(b).
3. THE AUCTION AGENT.
3.1. Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Trustee
hereunder and has no duties to any other person and owes no fiduciary
duties to any person by reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement, [the
Multi-Mode Annex] or any Broker-Dealer Agreement against the Auction
Agent.
(c) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its
duties under this Agreement. The Auction Agent shall not be liable for any
error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining (or failing to ascertain) the pertinent
facts.
3.2. Rights of the Auction Agent.
(a) The Auction Agent may conclusively rely and shall be fully
protected in acting or refraining from acting upon any communication
authorized by this Agreement and upon any written instruction, notice,
request, direction, consent, report, certificate, share certificate or
other instrument, paper or document believed by it to be genuine. The
Auction Agent shall not be liable for acting upon any telephone
communication authorized by this Agreement which the Auction Agent
believes in good faith to have been given by the Trustee or by a
Broker-Dealer or by their designated agents or representatives. The
Auction Agent may record telephone communications with the Broker-Dealers.
(b) The Auction Agent may consult with counsel of its own choice,
and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and exercise its rights
hereunder either directly or by or through agents or attorneys.
(e) The Auction Agent shall have no obligation or liability in
respect of the registration or exemption therefrom of the Offered Notes
under federal or state securities laws or in respect of the sufficiency or
the conformity of any transfer of Offered Notes to the terms of this
Agreement, any Auction Agency Agreement, the Indenture [or the Multi-Mode
Annex] or any other document contemplated therein or thereby.
3.3. The Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the correctness of the recitals in, or the validity or
adequacy of, this Broker-Dealer Agreement, the Auction Agency Agreement, the
Offered Notes, any offering document used to make offers or sales thereof or any
other agreement or instrument executed in connection with the transactions
contemplated therein.
4. MISCELLANEOUS.
4.1. Termination. Any party may terminate this Agreement at any time upon
thirty days prior notice to the other party. This Agreement shall automatically
terminate upon the delivery of certificates representing the Offered Notes
pursuant to the Auction Procedures or upon termination of the Auction Agency
Agreement.
4.2. Participant in Securities Depository. Either (i) BD is, and shall
remain for the term of this Agreement, a member of, or Participant in, the
Securities Depository, or (ii) BD may designate a Participant to act on BD's
behalf for purposes of this Agreement. If BD wishes to designate a different
Participant to act on its behalf, BD shall give the Auction Agent at least two
Business Day's prior notice thereof.
4.3. Communications. Except for (i) communications authorized to be made
by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (including facsimile or similar writing)
and shall be given to such party, addressed to it, at its address or facsimile
number set forth below:
If to BD, addressed:
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Auction Agent, addressed:
Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Until further notice:
000 Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Auction Rate Securities
Telephone No.: (000) 000-0000 / (000) 000-0000
Facsimile No.: (000) 000-0000 / (000) 000-0000
If to the Issuer, addressed:
SLC Student Loan Trust-I
000 Xxxxxxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: ___________________
Telephone: (203) ___-______
Facsimile: (203) ___-_____
or such other address or facsimile number as such party may hereafter specify
for such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.
4.4. Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or inferred, between the parties relating to the subject matter
hereof.
4.5. Benefits. Nothing in this Agreement, express or implied, shall give
to any person, other than the Trustee, the Auction Agent and BD and their
respective successors and assigns, any benefit of any legal or equitable right,
remedy or claim under this Agreement.
4.6. Amendment: Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of each
party hereto. The provisions herein regarding Auction Procedures may be
amended from time to time to conform to industry or market practices
solely upon the written consent of the parties hereto and upon written
notice of such amendment to the affected Registered Owners of such Offered
Notes and no prior written consent of any such Registered Owner shall be
required in connection with such amendment.
(b) Failure of either party to this Agreement to exercise any right
or remedy hereunder in the event of a breach of this Agreement by the
other party shall not constitute a waiver of any such right or remedy with
respect to any subsequent breach.
4.7. Successors and Assigns. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the respective successors and
permitted assigns of each of BD and the Auction Agent. This Agreement may not be
assigned by either party hereto absent the prior written consent of the other
party; provided, however, that this Agreement may be assigned by the Auction
Agent to a successor Auction Agent selected by the Trustee at the direction of
the Issuer without the consent of BD.
4.8. Severability. If any clause, provision or section of this Agreement
shall be ruled invalid or unenforceable by any court of competent jurisdiction,
the invalidity or unenforceability of such clause, provision or section shall
not affect any remaining clause, provision or section hereof.
4.9. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
BANKERS TRUST COMPANY,
AS AUCTION AGENT
By:________________________________
Name:_____________________
Title:____________________
BROKER-DEALER AGREEMENT EXECUTION PAGE
FOR BROKER-DEALER
XXXXXXX XXXXX XXXXXX INC.,
AS BROKER DEALER
By:________________________________
Name:_____________________
Title:____________________
EXHIBIT A TO BROKER-DEALER AGREEMENT
SETTLEMENT PROCEDURES
AUCTION RATE NOTE SETTLEMENT
PROCEDURES
Capitalized terms used herein shall have the respective meanings specified
in the Indenture and the Auction Procedures. These settlement procedures apply
to all Offered Notes except as may otherwise be specified with respect to a
Series in the related Supplemental Indenture.
(a) Not later than 3:00 p.m. on each Auction Date, the Auction Agent
is required to notify by telephone the Broker-Dealers that participated in
the Auction held on such Auction Date and submitted an Order on behalf of
any Existing Note Owner or Potential Note Owner of:
(i) the Applicable Auction Rate fixed for the next Interest
Period;
(ii) whether there were Sufficient Clearing Bids in such
Auction;
(iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted a Bid or a Sell Order on behalf of an Existing Note Owner,
whether such Bid or Sell Order was accepted or rejected, in whole or
in part, and the principal amount of Offered Notes, if any, to be
sold by such Existing Note Owner;
(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Note Owner, whether such
Bid was accepted or rejected, in whole or in part, and the principal
amount of Offered Notes, if any, to be purchased by such Potential
Note Owner;
(v) if the aggregate principal amount of Offered Notes to be
sold by all Existing Note Owners on whose behalf such Broker-Dealer
submitted Bids or Sell Orders is different from the aggregate
principal amount of Offered Notes to be purchased by all Potential
Note Owners on whose behalf such Broker-Dealer submitted a Bid, the
name or names of one or more other Buyer's Broker-Dealers (and the
Participant, if any, of each such other Buyer's Broker-Dealer)
acting for one or more purchasers of such excess principal amount of
Offered Notes and the principal amount of Offered Notes to be
purchased from one or more Existing Note Owners on whose behalf such
Broker-Dealer acted by one or more Potential Note Owners on whose
behalf each of such other Buyer's Broker-Dealers acted; and
(vi) if the principal amount of Offered Notes to be purchased
by all Potential Note Owners on whose behalf such Broker-Dealer
submitted a Bid exceeds the amount of Offered Notes to be sold by
all Existing Note Owners on whose behalf such Broker-Dealer
submitted a Bid or a Sell Order, the name or names of one or more
Seller's Broker-Dealers (and the name of the agent member, if any,
of each such Seller's Broker-Dealer) acting for one or more sellers
of such excess principal amount of Offered Notes and the principal
amount of Offered Notes to be sold to one or more Potential Note
Owners on whose behalf such Broker-Dealer acted by one or more
Existing Note Owners on whose behalf each of such Seller's
Broker-Dealers acted;
(vii) unless previously provided, a list of all Applicable
Auction Rates and related Interest Periods (or portions thereof)
since the last Series Payment Date; and
(viii) the Auction Date for the next succeeding Auction.
(b) On each Auction Date, each Broker-Dealer that submitted an Order
on behalf of any Existing Note Owner or Potential Note Owner shall:
(i) advise each Existing Note Owner and Potential Note Owner
on whose behalf such Broker-Dealer submitted a Bid or Sell Order in
the Auction on such Auction Date whether such Bid or Sell Order was
accepted or rejected, in whole or in part;
(ii) instruct each Potential Note Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in
part, to instruct such Bidder's Participant to pay to such
Broker-Dealer (or its Participant) through the Securities Depository
the amount necessary to purchase the principal amount of Offered
Notes to be purchased pursuant to such Bid against receipt of such
principal amount of Offered Notes;
(iii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Existing Note Owner on whose behalf
such Broker-Dealer submitted a Sell Order that was accepted, in
whole or in part, or a Bid that was accepted, in whole or in part,
to instruct such Existing Note Owner's Participant to deliver to
such Broker-Dealer (or its Participant) through the Securities
Depository the principal amount of Offered Notes to be sold pursuant
to such Bid or Sell Order against payment therefor;
(iv) advise each Existing Note Owner on whose behalf such
Broker-Dealer submitted an Order and each Potential Note Owner on
whose behalf such Broker-Dealer submitted a Bid of the Applicable
Auction Rate for the next Interest Period;
(v) advise each Existing Note Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in
part, of the next Auction Date; and
(vi) advise each Potential Note Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in
part, of the next Auction Date.
(c) On the basis of the information provided to it pursuant to
paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order
in an Auction is required to allocate any funds received by it pursuant to
paragraph (b)(ii) above, and any Offered Notes received by it pursuant to
paragraph (b)(iii) above, among the Potential Note Owners, if any, on
whose behalf such Broker-Dealer submitted Bids, the Existing Note Owners,
if any, on whose behalf such Broker-Dealer submitted Bids or Sell Orders
in such Auction, and any Broker-Dealers identified to it by the Auction
Agent following such Auction pursuant to paragraph (a)(v) or (a)(vi)
above.
(d) On each Auction Date:
(i) each Potential Note Owner and Existing Note Owner with an
Order in the Auction on such Auction Date shall instruct its
Participant as provided in (b)(ii) or (b)(iii) above, as the case
may be;
(ii) each Seller's Broker-Dealer that is not a Participant in
the Securities Depository shall instruct its Participant to (A) pay
through the Securities Depository to the Participant of the Existing
Note Owner delivering Offered Notes to such Broker-Dealer following
such Auction pursuant to (b)(iii) above the amount necessary,
including accrued interest, if any, to purchase such Offered Notes
against receipt of such Offered Notes, and (B) deliver such Offered
Notes through the Securities Depository to a Buyer's Broker-Dealer
(or its Participant) identified to such Seller's Broker-Dealer
pursuant to (a)(v) above against payment therefor; and
(iii) each Buyer's Broker-Dealer that is not a Participant in
the Securities Depository shall instruct its Participant to (A) pay
through the Securities Depository to a Seller's Broker-Dealer (or
its Participant) identified following such Auction pursuant to
(a)(vi) above the amount necessary, including accrued interest, if
any, to purchase the Offered Notes to be purchased pursuant to
(b)(ii) above against receipt of such Offered Notes, and
(e) deliver such Offered Notes through the Securities Depository to
the Participant of the purchaser thereof against payment therefor.
(f) On the first Business Day of the Interest Period next succeeding
each Auction Date:
(i) each Participant for a Bidder in the Auction on such
Auction Date referred to in (d)(i) above shall instruct the
Securities Depository to execute the transactions described under
(b)(ii) or (b)(iii) above for such Auction, and the Securities
Depository shall execute such transactions;
(ii) each Seller's Broker-Dealer or its Participant shall
instruct the Securities Depository to execute the transactions
described in (d)(ii) above for such Auction, and the Securities
Depository shall execute such transactions; and
(iii) each Buyer's Broker-Dealer or its Participant shall
instruct the Securities Depository to execute the transactions
described in (d)(iii) above for such Auction, and the Securities
Depository shall execute such transactions.
(g) If an Existing Note Owner selling Offered Notes in an Auction
fails to deliver such Offered Notes(by authorized book-entry), a
Broker-Dealer may deliver to the Potential Note Owner on behalf of which
it submitted a Bid that was accepted a principal amount of Offered Notes
that is less than the principal amount of Offered Notes that otherwise was
to be purchased by such Potential Note Owner. In such event, the principal
amount of Offered Notes to be so delivered shall be determined solely by
such Broker-Dealer. Delivery of such lesser principal amount of Offered
Notes shall constitute good delivery. Notwithstanding the foregoing terms
of this paragraph (f), any delivery or nondelivery of Offered Notes which
shall represent any departure from the results of an Auction, as
determined by the Auction Agent, shall be of no effect unless and until
the Auction Agent shall have been notified of such delivery or nondelivery
in accordance with the provisions of the Auction Agent and the
Broker-Dealer Agreement.
EXHIBIT B
TO BROKER-DEALER AGREEMENT
(Submit only one Order on this Order Form)
SLC STUDENT LOAN TRUST-I
Student Loan Asset-Backed Notes
Series ____________
("Series _____________ Notes")
Order Form
EXHIBIT C
TO BROKER-DEALER AGREEMENT
(To be used only for transfers made other than
pursuant to an Auction)
SLC STUDENT LOAN TRUST-I
Student Loan Asset-Backed Notes
Series ____________
("Series ___________ Notes")
Transfer Form
We are (check one):
___ the Existing Owner named below; or
___ the Broker-Dealer for such Existing Owner; or
___ the Participant for such Existing Owner.
We hereby notify you that such existing Owner has transferred
$___________* Series ________ Notes to ____________________.
(Name of Existing Owner)
(Name of Broker-Dealer)
(Name of Participant)
By:_________________________________
Printed Name:_________________________
Title:________________________________
------------------------
* Notes may only be transferred in units of $50,000.
EXHIBIT D
TO BROKER-DEALER AGREEMENT
(To be used only for failure to deliver
Notes sold pursuant to an Auction)
SLC STUDENT LOAN TRUST-I
Student Loan Asset-Backed Notes
Series ____________
("Series _________ Notes")
Notice Of A Failure To Deliver
Complete either I. or II.
I. We are a Broker-Dealer for ________________________ (the "Purchaser"),
which purchased $_________* of the Series ________ Notes in the Auction held on
____________ from the seller of such Notes.
II. We are a Broker-Dealer for ________________________ (the "Seller"),
which sold $__________ * of the Series __________ Notes in the Auction held on
____________, to the purchaser of such Notes.
We hereby notify you that (check one) --
______ the Seller failed to deliver such Notes to the Purchaser
______ the Purchaser failed to make payment to the Seller upon
delivery of such Notes
Name:_______________________________
(Name of Broker-Dealer)
By:__________________________________
Printed Name:_________________________
Title:________________________________
------------------------
* Notes may only be transferred in units of $50,000.
