Exhibit 99.6
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SLC STUDENT LOAN TRUST 200__-__
FORM OF
Dated as of ______, 200__
Among
SLC STUDENT LOAN TRUST 200__-__,
as Issuer
THE STUDENT LOAN CORPORATION,
as Administrator
and
[___________________________],
as Remarketing Agent[s]
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TABLE OF CONTENTS
Page
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1 Definitions............................................................1
2 Appointment and Obligations of Remarketing Agents......................1
3 Fees and Expenses......................................................3
4 Removal or Resignation of the Remarketing Agents; Appointment of
Additional or Lead Remarketing Agents..................................4
5 Dealing in the Notes...................................................4
6 Representations and Warranties.........................................5
7 Covenants of the Administrator.........................................7
8 Conditions to the Remarketing Agents' Obligations.....................11
9 Indemnification.......................................................12
10 Contribution..........................................................14
11 Termination of this Agreement.........................................15
12 Remarketing Agents' Performance and Duty of Care......................16
13 GOVERNING LAW.........................................................16
14 Term of Agreement.....................................................16
15 Successors and Assigns................................................16
16 Headings..............................................................17
17 Severability..........................................................17
18 Counterparts..........................................................17
19 Amendments............................................................17
20 Notices...............................................................17
21 Benefit...............................................................17
22 No Petition...........................................................18
23 No Recourse...........................................................18
, dated as of ___________, 200__, among SLC
Student Loan Trust 200__-__ (the "Trust"), The Student Loan Corporation, as
administrator ("SLC" and, in such capacity, the "Administrator"), ______________
and ______________ ("_____" and "______", in their capacities as remarketing
agents under this Agreement, each, a "Remarketing Agent" and, collectively, the
"Remarketing Agents").
R E C I T A L S
WHEREAS, the Trust has issued $_____________ aggregate principal
amount of its Class [_____] Reset Rate Notes and $_____________ aggregate
principal amount of its Class [_____] Reset Rate Notes (the "Notes") pursuant to
an indenture, dated as of ___________, 200__ (the "Indenture"), among the Trust,
__________________, as eligible lender trustee (the "Eligible Lender Trustee"),
_________________, as indenture trustee (the "Indenture Trustee") and
________________, as indenture administrator (the "Indenture Administrator");
WHEREAS, the Notes are being sold initially pursuant to an
underwriting agreement, dated ___________, 200__ (the "Underwriting Agreement"),
among the Trust, SLC and the underwriters named in such agreement (the
"Underwriters");
WHEREAS, the Administrator has requested that _____ and _______ act
as initial Remarketing Agents in connection with the Notes and as such to
perform the services described in this Agreement;
WHEREAS, the Depositor has prepared a prospectus, dated ___________,
200__ and a prospectus supplement, dated ___________, 200__ (together, the
"Prospectus"), in connection with the offering of the Notes; and
WHEREAS, each of ______ and ________ is willing to act as
Remarketing Agent in connection with the Notes, and as such hereby agree to
perform such duties on the terms and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, the parties to this Agreement agree as follows:
1. Definitions. Capitalized terms used and not defined in this
Agreement have the respective meanings assigned to them in Appendix A to the
Indenture. Unless the context otherwise requires, references in this agreement
to "Notes" are to each class of Notes subject to Remarketing (as defined below)
on a Reset Date.
2. Appointment and Obligations of Remarketing Agents. (a) Subject to
Section 4 of this Agreement, the Administrator hereby appoints each of _____ and
______, and
each of _____ and ______ hereby accepts such appointment, as the
exclusive Remarketing Agents for the purpose of:
(i) determining for each Reset Period the applicable Spread above
or below the applicable index (if the Notes will be in a floating rate
mode during the next Reset Period) or determining the fixed rate of
interest (if the Notes will be in a fixed rate mode during the next Reset
Period), as applicable (in each case, as specified in the applicable
Supplemental Remarketing Agency Agreement, as defined below), at a rate
that, in the reasonable opinion of the Remarketing Agents, will enable the
Remarketing Agents to remarket tendered Notes (whether mandatory or
voluntary) at 100% of the principal amount thereof and on the terms of the
Notes determined as set forth in Section 4(c) of the Reset Rate Note
Procedures;
(ii) entering into a remarketing agency agreement on the related
Remarketing Terms Determination Date with the Trust and the Administrator,
substantially in the form attached to this Agreement as Appendix A (a
"Remarketing Agency Agreement"), and a supplemental remarketing agency
agreement on the related Spread Determination Date with the Trust and the
Administrator, substantially in the form attached to this Agreement as
Appendix B (a "Supplemental Remarketing Agency Agreement"), pursuant to
which the Remarketing Agents will attempt, on a reasonable efforts basis,
to remarket the Notes tendered by the beneficial owners thereof (the
"Beneficial Owners") (each such attempted and/or completed remarketing
being hereinafter referred to as a "Remarketing");
(iii) if applicable, assisting the Administrator with the
selection of the Eligible Swap Counterparty or Counterparties with which
the trust will enter into Swap Agreements on the related Reset Date;
(iv) preparing a written notice to the applicable clearing
agencies, the Irish Stock Exchange (if the Notes are then listed on such
exchange) and any other relevant parties setting forth the applicable
Spread or fixed rate of interest, as the case may be, any applicable
currency exchange rate and any other required reset terms;
(v) delivering the related Hold Notices, the Listing Particulars
Addendum (as defined below) and any other notices as provided under the
Reset Rate Note Procedures; and
(vi) performing such other duties as are assigned to the
Remarketing Agents in this Agreement, including in the Reset Rate Note
Procedures attached to this Agreement as Appendix C, and/or in the
applicable Remarketing Agency Agreement and Supplemental Remarketing
Agency Agreement, in each case subject to the conditions set forth herein
and therein.
(b) With respect to any Reset Date, the Remarketing Agents shall not
enter into the Remarketing Agency Agreement with the Trust and the Administrator
if, on or prior to the Remarketing Terms Determination Date: (i) a Failed
Remarketing shall have been declared with respect to the related class of Notes
subject to Remarketing on such Reset Date; or (ii) the
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related Call Option shall have been timely exercised with respect to the related
class of Notes subject to Remarketing on such Reset Date In addition, the
Remarketing Agents shall not enter into the Supplemental Remarketing Agency
Agreement with the Trust and the Administrator if, on or prior to the Spread
Determination Date: (A) a Failed Remarketing shall have been declared with
respect to the related class of Notes subject to Remarketing on such Reset Date;
(B) the related Call Option shall have been timely exercised with respect to the
related class of Notes subject to Remarketing on such Reset Date; or (C) if
applicable, 100% of the holders of the related class of Notes subject to
Remarketing on such Reset Date have timely delivered a Hold Notice and the All
Hold Rate will apply for the next related Reset Period.
(c) Only Notes not subject to an exercised Call Option shall be
subject to Remarketing on such Reset Date.
3. Fees and Expenses. (a) The Trust acknowledges and agrees that the
fees to be paid to the Remarketing Agents in connection with any Reset Date
shall be calculated consistent with and at a rate no higher than as set forth in
Appendix D and agreed upon by the Administrator and the Remarketing Agents, and
set forth in the applicable Remarketing Agency Agreement. Such fees shall be
expressed as a percentage of the Outstanding Amount of the applicable class of
Notes and payable except in the case of a Failed Remarketing; provided, that the
obligations of the Trust to pay to the Remarketing Agents on each Reset Date the
fees set forth in the applicable Remarketing Agency Agreement shall be solely
payable from amounts available for distribution pursuant to Sections 2.7(a) and
Section 2.11 of the Administration Agreement on each Reset Date. The Trust's
obligations to pay the fees as described in the preceding sentence shall survive
until the earlier to occur of the date such fees have been paid in full or the
date the Trust is terminated. The Trust will pay all expenses in connection with
this Agreement, the Remarketing Agency Agreement and the Supplemental
Remarketing Agency Agreement, as applicable, to the extent funds are available
for distribution pursuant to Section 2.8 of the Administration Agreement on such
Reset Date, including: (i) the preparation, printing and delivery of the
Remarketing Prospectus (as defined below) in connection with the Remarketing of
the Notes; (ii) the preparation and delivery of the Remarketing Agency Agreement
and the Supplemental Remarketing Agency Agreement, as applicable, and such other
documents as may be required in connection with the Remarketing of the Notes;
(iii) the fees and disbursements of the Trust's or the Administrator's
accountants, counsel and other advisors or agents and the fees and disbursements
of the Indenture Trustee including, without limitation, the fees of the Trust's
counsel incurred in connection with the delivery of the Tax Opinion (as defined
below); (iv) the out-of-pocket expenses of the Remarketing Agents to the extent
described in Section 3(b) below; (v) fees charged by nationally recognized
statistical rating organizations, if any, if necessary to satisfy the Rating
Agency Condition; (vi) the fees payable to the Irish Stock Exchange or other
exchange in connection with the listing of Notes subject to Remarketing on the
related Reset Date on the Irish Stock Exchange or other such exchange; and (vii)
any other fees and expenses, if applicable, in connection with compliance with
Section 7(f) below; provided, however, that if the holder of the related Call
Option has exercised such Call Option, then for each Remarketing relating to
that class of Notes (including the Remarketing on which such Call Option was
exercised), until the holder of the Call Option has sold all of that class of
Notes, the holder of the Call Option shall be obligated to pay such expenses. If
sufficient funds are not available pursuant to Section 2.8 of the Administration
Agreement or the holder of the Call Option fails to paysuch expenses, as
applicable, the Administrator shall pay
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such expenses on behalf of the Trust and shall be entitled to reimbursement
pursuant to Section 2.8 of the Administration Agreement.
(b) If there is a Failed Remarketing, the Trust shall reimburse the
Remarketing Agents for all out-of-pocket expenses, other than fees and
disbursements of counsel, reasonably incurred by the Remarketing Agents in
making preparations for Remarketing and attempting to remarket the Notes subject
to a Failed Remarketing.
4. Removal or Resignation of the Remarketing Agents; Appointment of
Additional or Lead Remarketing Agents. (a) Subject to the terms and on the
conditions of this Agreement, with respect to any Reset Period, the
Administrator may, in its absolute discretion, remove any Remarketing Agent by
giving notice to the Remarketing Agent no less than five Business Days prior to
the Remarketing Terms Determination Date applicable thereto. If such removal
would result in no Remarketing Agents remaining, such removal shall be effective
only upon the Administrator's appointment of at least one successor Remarketing
Agent. In such case, the Administrator shall use its best efforts to appoint a
successor Remarketing Agent and enter into a with such
successor Remarketing Agent as soon as reasonably practicable, but in no event
later than the applicable Remarketing Terms Determination Date. In addition, the
Administrator shall appoint one or more additional remarketing agents, if
necessary, with respect to any Reset Period during which a class of Notes
subject to Remarketing on the related Reset Date will be remarketed in a
non-U.S. Dollar currency.
(b) Each of the Remarketing Agents may resign and be discharged from
any .duties and obligations under this Agreement at any time by delivery of a
written notice to the Administrator of such resignation, provided such
resignation shall not be effective any later than 15 Business Days prior to the
next Remarketing Terms Determination Date (which for this purpose shall be
deemed to be the eighth Business Day prior to the applicable Reset Date) It
shall be the sole responsibility of the Administrator to appoint a successor
Remarketing Agent if such resignation would result in there being no Remarketing
Agents remaining.
(c) The Administrator may, in its absolute discretion, designate a
lead Remarketing Agent for any class of Notes subject to Remarketing by giving
notice to the Remarketing Agents no less than five Business Days prior to the
Remarketing Terms Determination Date applicable thereto.
5. Dealing in the Notes. Subject to its compliance with applicable
laws and regulations, each Remarketing Agent acting as such or in its individual
or any other capacity, may buy, sell, hold and deal in any of the Notes. The
Remarketing Agents shall also have the option, but not the obligation, to
purchase any tendered Notes that they are not otherwise able to remarket at a
price equal to 100% of the Outstanding Amount of such tendered Notes. A
Remarketing Agent that owns a Note may exercise any vote or join in any action
which any Noteholder of that class or beneficial owner of such Notes may be
entitled to exercise or take pursuant to the Indenture with like effect as if it
did not act in any capacity under this Agreement. Each Remarketing Agent, in its
individual capacity, either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Trust, the
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Depositor, the Servicer, the Indenture Trustee, Indenture Administrator, the
Eligible Lender Trustee or the Administrator as freely as if it did not act in
any capacity under this Agreement.
6. Representations and Warranties. (a) The Administrator represents
and warrants to, and agrees with, each of the Remarketing Agents as of the date
of this Agreement, and as of each Remarketing Terms Determination Date, Spread
Determination Date and Reset Date (each such date being hereafter referred to as
a "Representation Date"), that as of each applicable Representation Date after
the date of this Agreement, the related Remarketing Materials (as defined in
this Agreement) will not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
(b) The Administrator further represents and warrants to, and agrees
with, each of the Remarketing Agents as of each Representation Date as follows:
(i) The Trust has not sustained since the respective dates as of
which information is given in the Remarketing Materials any material loss
or interference with its business or properties, otherwise than as set
forth or contemplated in such Remarketing Materials; and, since such
dates, there has not been any material adverse change or any development
involving a prospective material adverse change, in or affecting the
business or properties of the Trust or the transactions contemplated
hereby, otherwise than as set forth or contemplated in such Remarketing
Materials.
(ii) The Trust has been duly formed and is validly existing as a
statutory trust in good standing under the laws of the State of Delaware,
with power and authority to own its properties and conduct its business as
described in the Remarketing Materials and to consummate the transactions
contemplated therein and in this Agreement. The Administrator has been
duly organized and is validly existing under the laws of the United
States, with power and authority (corporate and otherwise) to consummate
the transactions contemplated in the Remarketing Materials and in this
Agreement.
(iii) The Notes have been duly authorized, issued and delivered
pursuant to the Underwriting Agreement. The Notes constitute valid and
legally binding obligations of the Trust entitled to the benefits provided
by the Indenture. The Indenture has been duly authorized, executed and
delivered and duly qualified under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). The Indenture and the Trust Agreement each
constitute a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
(iv) The compliance by the Trust and the Administrator with all
of the provisions of the Notes, the Indenture, the Trust Agreement, the
Swap Agreements, this Agreement and the applicable Remarketing Agency
Agreement or Supplemental Remarketing Agency Agreement, as the case may
be, and the consummation of the transactions in this Agreement and therein
contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default in the
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performance or observance of any material obligation contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Trust or the Administrator is a party or by which
the Trust or the Administrator is bound or to which any of the property or
assets of the Trust, or the Administrator is subject, nor will such action
result in any violation of the provisions of the Trust Agreement, the
Administrator's certificate of incorporation or by-laws, or any statute or
any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Trust or the Administrator or any of their
properties; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body
is required for the consummation by the Trust or the Administrator of the
transactions contemplated by this Agreement, the applicable Remarketing
Agency Agreement or Supplemental Remarketing Agency Agreement, as the case
may be, the Trust Agreement or the Indenture, except such as have been, or
shall have been, obtained.
(v) The Administrator is not in violation of its certificate of
incorporation or by-laws, and the Trust is not in violation of its Trust
Agreement, and neither the Administrator nor the Trust is in default in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound.
(vi) Other than as set forth in the Remarketing Materials or in
the financial statements included in SLC's most recent Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with
the Commission, there are no legal or governmental proceedings pending to
which the Trust or the Administrator or any of its subsidiaries is a party
or of which any property of the Trust or the Administrator or any of its
subsidiaries is the subject which, if determined adversely to the Trust or
the Administrator or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the consummation of the
transactions contemplated hereby or the ability of the Administrator to
perform all of its obligations with respect to the Trust; and, to the best
of the Administrator's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(vii) The Trust is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.
(viii) Each of this Agreement and the applicable Remarketing
Agency Agreement, and Supplemental Remarketing Agency Agreement, as the
case may be, has been duly authorized, executed and delivered by the Trust
and the Administrator and, assuming it has been duly executed and
delivered by the Remarketing Agents, constitutes a valid and binding
agreement of the Trust and the Administrator, enforceable against each of
the Trust and the Administrator in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers,
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally) and except as enforcement
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thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and except
further as the enforcement thereof may be subject to limitations on rights
to indemnity or contribution or both by Federal or state securities laws
or the public policies underlying such laws.
(ix) The Notes have such ratings as to which either the
Administrator shall have most recently notified the Remarketing Agents
pursuant to Section 7(a) of this Agreement or as are otherwise available
to the Remarketing Agents in the ordinary course.
Any certificate signed by any officer of the Trust or Administrator and
delivered to the Remarketing Agents or to counsel for the Remarketing Agents in
connection with the Remarketing of the Notes shall be deemed a representation
and warranty by the Trust or Administrator to the Remarketing Agents as to the
matters covered thereby on the date of such certificate and, unless subsequently
amended or supplemented, at each Representation Date subsequent thereto.
(c) In connection with each Remarketing, each Remarketing Agent
hereby represents and warrants to, and agrees with, the Trust and the
Administrator that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity, with the meaning of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"), received by it in
connection with the Remarketing of the Notes in circumstances in which section
21(1) of the FSMA does not apply to the Trust, and
it has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the Remarketing of Notes in, from
or otherwise involving the United Kingdom.
7. Covenants of the Administrator. The Administrator covenants with
the Remarketing Agents as follows:
(a) The Administrator shall provide prompt notice by telephone,
confirmed in writing (which may include facsimile or other electronic
transmission), to the Remarketing Agents of (i) if not otherwise available to
the Remarketing Agents, any notification or announcement by a "nationally
recognized statistical rating organization" (as defined by the Commission for
purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any
securities of the Trust, including, without limitation, notification or
announcement of a downgrade in or withdrawal of the rating of any security of
the Trust or notification or announcement of the placement of any rating of any
securities of the Trust under surveillance or review, including placement on
CreditWatch or on Watch List with negative implications, or (ii) the occurrence
at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi)
or (viii) of this Agreement.
(b) With respect to each Reset Date (unless the Call Option is
exercised) the Administrator will furnish to the Remarketing Agents:
(i) if required pursuant to Section 7(f) below, the Remarketing
Prospectus (as defined below);
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(ii) if a mandatory tender of the related Notes occurs with
respect to the related Reset Date or the related Reset Date follows the
purchase of the related Notes pursuant to the Call Option, a written
opinion of U.S. Federal income tax counsel to the Trust, reasonably
satisfactory to the Remarketing Agents, dated as of the related Reset Date
resulting in a successful Remarketing (other than a Reset Date where the
All Hold Rate is applicable), that the related Notes constitute
indebtedness and also opining as to any other tax-related issues with
respect to the related class of Notes as to which an opinion is reasonably
requested by a Remarketing Agent (the "Tax Opinion");
(iii) if applicable, a Listing Particulars Addendum (as defined
below) as required by the Irish Stock Exchange for Irish Stock Exchange
listing purposes;
(iv) during any such time as the Trust is subject to the
reporting requirements of the 1934 Act, each 1934 Act Document; and
(v)(A) in connection with each Remarketing of Notes, such other
information as the Remarketing Agents may reasonably request from time to
time, and such other documentation, representations, warranties and
certifications as the Remarketing Agents may reasonably request as a
result of a change of law, it being understood that each Remarketing Agent
will deliver to purchasers and prospective purchasers, in connection with
a Remarketing, a Remarketing Prospectus.
(B) The Administrator shall provide each of the Remarketing
Agents with as many copies of the foregoing written materials and
other Administrator approved information, including the Remarketing
Prospectus, as the Remarketing Agents may reasonably request for use
in connection with the Remarketing of the Notes and consents to the
use thereof for such purpose.
(C) In addition, in connection with a Remarketing, upon the
reasonable request and at the expense of the Remarketing Agents, the
Trust and the Administrator shall provide to the Remarketing Agents
the opportunity to conduct a due diligence investigation of the
Trust and the Administrator similar to the due diligence
investigation provided for in Section 7(f)(A) below or shall
participate in a due diligence conference call for the purpose of
conducting such due diligence investigation.
(c) If, at any time during which the Remarketing Agents would be
obligated to take any action under this Agreement, any event or condition known
to the Administrator relating to or affecting the Trust, the Administrator or
the Notes shall occur which could reasonably be expected to cause any of the
reports, documents, materials or information referred to in Section 7(c) above
or any document incorporated therein by reference (collectively, the
"Remarketing Materials") to contain an untrue statement of a material fact or
omit to state a material fact, the Administrator shall promptly notify the
Remarketing Agents in writing of the circumstances and details of such event or
condition.
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(d) So long as the Notes are outstanding, the Trust will file all
documents required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and the 1934 Act Regulations.
(e) If, at any time in connection with a Remarketing a determination
is made by the Administrator to offer the Reset Rate Notes pursuant to an
exemption from registration under the 1933 Act, the Administrator and the
Remarketing Agents shall take such actions in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations and the Commission's
interpretations of the 1933 Act and the 1933 Act Regulations in connection with
such Remarketing and resales of the Reset Rate Notes.
(f) The Trust will comply with the 1933 Act and the 1933 Act
Regulations, .the 1934 Act and the 1934 Act Regulations and the 1939 Act and the
rules and regulations of the Commission thereunder so as to permit the
completion of the Remarketing of the Notes as contemplated in this Agreement and
in the Prospectus In furtherance of the foregoing, the Administrator shall take
the actions provided for in this Section 7(f) if counsel for the Remarketing
Agents or for the Trust reasonably requests in writing, stating their reasoned
legal justifications therefore, that the Administrator take such actions in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations and the Commission's interpretations of the 1933 Act and the 1933
Act Regulations in connection with the Remarketing and resales of the Notes:
(i) The Administrator shall (A) prepare and file with the
Commission and furnish to the Remarketing Agents a then currently
effective registration statement under the 1933 Act and a then current
preliminary and final prospectus, meeting the requirements of the 1933
Act, relating to the Notes, to be used by the Remarketing Agents for
Remarketing and resale of the Notes (such registration statement and any
amendments thereto, including any such preliminary and final prospectus
relating to the Notes constituting a part thereof, and all documents
incorporated therein by reference, as from time to time amended or
supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are
referred to in this Agreement as the "Registration Statement" and the
"Remarketing Prospectus," respectively, except that if any revised
prospectus shall be provided to the Remarketing Agents by the Trust for
use in connection with the Remarketing of the Notes which differs from the
Prospectus on file at the Commission at the time the Registration
Statement becomes effective, the term "Prospectus" shall refer to such
revised prospectus from and after the time it is first provided to the
Remarketing Agents for such use), (B) furnish to the Remarketing Agents an
officers' certificate, an opinion (including a statement as to the absence
of material misstatements in or omissions from the Registration Statement
and Prospectus, as amended or supplemented) of counsel for the Trust and
the Administrator satisfactory to the Remarketing Agents and a
"agreed-upon procedures letter" from the Trust's independent accountants,
in each case in form and substance satisfactory to the Remarketing Agents,
of the same tenor as the officers' certificate, opinion and comfort
letter, respectively, delivered pursuant to the Underwriting Agreement,
but modified to relate to the Registration Statement and Prospectus as
amended or supplemented to the date thereof, and as customary for a public
offering of asset-backed securities, (C) comply with covenants and
procedures, and issue
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representations and warranties, of the same tenor as those set forth in
the Underwriting Agreement, but modified to relate to the Registration
Statement and the Prospectus and the Remarketing and as customary for a
public offering of asset-backed securities; provided, that, if in the
opinion of counsel for the Trust or the Remarketing Agents, in either case
reasonably satisfactory to the Remarketing Agents, no exemption from
registration under the 1933 Act is available and registration would be
required under the 1933 Act in connection with the Remarketing, then, in
lieu thereof, the Administrator may request that the Remarketing Agents,
and the Remarketing Agents shall, terminate this Agreement pursuant to
Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to
the Remarketing Agents for delivery to the Irish Stock Exchange a copy of
the Remarketing Prospectus and the terms of the related Notes subject to
be remarketed as set forth in the attachment to the Remarketing Agency
Agreement for such Reset Date, a form of which is attached to this
Agreement as Appendix B and any such other information as required by the
Irish Stock Exchange in connection with the Remarketing (such Listing
Particulars and attachment thereto in this Agreement referred to as the
"Listing Particulars Addendum"), and (E) furnish to the Remarketing Agents
such other opinions, documents or certificates as are reasonably requested
by the Remarketing Agents, provided the Remarketing Agents request any
such other opinions, documents or certificates no later than 20 Business
Days prior to the applicable Remarketing Terms Determination Date; or
(A) The Trust and the Administrator shall provide to the
Remarketing Agents and any other broker-dealer participating in the
Remarketing of the Notes the opportunity to conduct an underwriter's
due diligence investigation of the Trust and the Administrator in a
scope customarily provided in connection with a public offering of
the Trust's securities, which shall include making available for
inspection by representatives of the Remarketing Agents, and any
counsel retained by the Remarketing Agents, financial information
related to the Trust assets comparable to that furnished to the
Underwriters that is reasonably requested by any such Persons and
use their reasonable best efforts to cause the officers, directors,
employees, and any other agents of the Trust and the Administrator
to supply all information reasonably requested by any such
representatives of the Remarketing Agents or counsel in connection
with the Remarketing, and make such representatives of the Trust and
the Administrator available for discussion of such documents as
shall be reasonably requested by the Remarketing Agents.
(B) If at any time when a Prospectus is required by the 1933
Act to be delivered in connection with Remarketing and resales of
the Notes, any event shall occur or condition shall exist as a
result of which it is necessary, in the opinion of counsel for the
Remarketing Agents or for the Trust, to amend the Registration
Statement or amend or supplement the Remarketing Prospectus in order
that the Remarketing Prospectus will not include any untrue
statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in
the light of the circumstances existing at the time it is delivered
to a purchaser, the Administrator, on behalf of the Trust will
promptly prepare and file with the Commission and furnish to the
Remarketing
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Agents such amendment or supplement as may be necessary to correct
such statement or omission as referred to above.
(C) If applicable, the Administrator agrees to provide the
Remarketing Agents with as many copies of the foregoing Remarketing
Prospectus, or, as the case may be, Registration Statement, as the
Remarketing Agents may reasonably request for use in connection with
the Remarketing of Notes and consents to the use therefor for such
purpose.
(g) The Administrator shall timely notify the Remarketing Agents of
any Rating Agency Condition that must be satisfied as a condition precedent to
the taking of any action under this Agreement and timely provide the Remarketing
Agents with copies of the required confirmations or reaffirmations, as the case
may be.
8. Conditions to the Remarketing Agents' Obligations. The
obligations of each of the Remarketing Agents to perform its duties under this
Agreement shall be subject to:
(a) the terms and conditions of the applicable Remarketing Agency
Agreement or Supplemental Remarketing Agency Agreement, as the case may be;
(b) the due performance in all material respects by each of the
Trust and the Administrator of its obligations and agreements as set forth in
this Agreement and the accuracy of the representations and warranties in this
Agreement and any certificate delivered pursuant to this Agreement; and
(c) the further condition that none of the following events shall
exist for a class of Notes at any time between a Remarketing Terms Determination
Date and Reset Date, or, with respect to clause (iv) below, at the time set
forth in such clause:
(i)all of the Notes for which the Remarketing Agents are
responsible for Remarketing under this Agreement shall have been called by
SLC or any Affiliate;
(ii) without the prior written consent of the Remarketing Agents,
the Indenture or the Notes shall have been amended in any manner, or
otherwise contain any provisions not contained therein as of the date of
this Agreement, that in either case in the reasonable opinion of the
Remarketing Agents materially changes the nature of the Notes or the
Remarketing procedures (it being understood that notwithstanding the
provisions of this clause (ii) the Trust and the Administrator shall not
be prohibited from amending such documents);
(iii) the rating of any securities of the Trust shall have been
down-graded or put under surveillance or review, including being put on
CreditWatch or Watch List with negative implications, or withdrawn by a
nationally recognized statistical rating organization;
(iv) if the Remarketing Agents exercise their option under
Section 5 of this Agreement to purchase tendered Notes that they are not
otherwise able to remarket, there shall have occurred from the time of
such exercise to the time of such purchase any of the
-11-
following: (A) a suspension or material limitation in trading in
securities generally on the [New York Stock Exchange] or Irish Stock
Exchange or other such exchange on which the Notes are then listed or any
setting of minimum prices for trading on such exchange; (B) a general
moratorium on commercial banking activities declared by any of United
States Federal or New York State authorities, or by The Bank of England or
the European Central Bank, when the Notes are to be reset in a non-U.S.
Dollar currency; or (C) the outbreak or escalation of hostilities
involving the United States or United Kingdom or the declaration by the
United States or the United Kingdom (when the Notes are to be reset in a
non-U.S. Dollar currency) of a national emergency or war; if the effect of
any such event specified in this clause (C) in the reasonable judgment of
the Remarketing Agents makes it impracticable or inadvisable to proceed
with the Remarketing of the Notes on the terms and in the manner
contemplated in this Agreement;
(v) an Event of Default (as defined in the Indenture), or any
event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, with respect to the Notes shall have
occurred and be continuing;
(vi) a material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of
the Trust, whether or not arising in the ordinary course of business,
shall have occurred;
(vii) if required pursuant to Section 7(f) above, the Trust or
the Administrator shall fail to furnish to the Remarketing Agents on the
Reset Date, the officers' certificate, opinion and comfort letter referred
to therein and such other documents and opinions as counsel for the
Remarketing Agents may reasonably require for the purpose of enabling such
counsel to pass upon the sale of Notes in the Remarketings as in this
Agreement contemplated and related proceedings, or in order to evidence
the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, in this Agreement
contained; or
(viii) any Rating Agency Condition shall not have been timely
satisfied.
9. Indemnification. (a) The Administrator shall indemnify and hold
harmless each of the Remarketing Agents and each Person, if any, who controls a
Remarketing Agent within the meaning of Section 20 of the 1934 Act and any
director, officer, employee or affiliate thereof, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of (A) the failure of the
Administrator on behalf of the Trust to comply with the requirements of
Section 7(f), if applicable, or (B) any untrue statement or alleged untrue
statement of a material fact contained in any of the Remarketing Materials
(including in each case any documents incorporated by reference therein),
or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances in which they were made, not misleading, or (C)
any violation by the Trust or the Administrator of, or any failure by the
Trust or the Administrator to perform any of its obligations under, this
Agreement, including the applicable Remarketing Agency Agreement or
-12-
Supplemental Remarketing Agency Agreement, or (D) the acts or omissions of
each of the Remarketing Agents in connection with their duties and
obligations in respect of administrative or ministerial functions under
this Agreement or pursuant to this Agreement, including, without
limitation, the calculation of rates, the giving or receiving of notices
and any determinations with respect to any Swap Agreements, except those
that are finally judicially determined to be due to its gross negligence
or willful misconduct;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, commenced or threatened, or any
claim whatsoever arising out of, or based upon, any of items (A) through
(D) of clause (i) above; provided that any such settlement is effected
with the written consent of the Administrator, which consent shall not be
unreasonably withheld; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by the Remarketing
Agents), reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever
arising out of, or based upon, any of items (A) through (D) of clause (i)
above to the extent that any such expense is not paid under (i) or (ii)
above;
provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission either made in reliance upon
and in conformity with written information furnished to the Administrator by the
Remarketing Agents expressly for use in the Remarketing Materials or contained
in any Remarketing Materials not approved by the Administrator for use in
connection with the related Remarketing.
(b) Each of the Remarketing Agents, severally and not jointly, shall
indemnify .and hold harmless the Trust, the Administrator and the Depositor from
and against any loss, liability, claim, damage and expense, as incurred, but
only with respect to untrue statements or omissions made in the Remarketing
Materials in reliance upon and in conformity with information furnished to the
Administrator in writing by the Remarketing Agents expressly for use in such
Remarketing Materials and will reimburse any indemnified party for any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action The indemnity agreement in this
paragraph shall extend upon the same terms and conditions to each Person, if
any, who controls the Administrator within the meaning of Section 20 of the 1934
Act.
(c) Each indemnified party shall give notice as promptly as
reasonably .practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought under this Agreement, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability under this Agreement to the extent it is not materially
prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity
agreement In the case of parties indemnified pursuant to clause (a) above,
counsel to the indemnified parties shall be
-13-
selected by the Remarketing Agents, and, in the case of parties indemnified
pursuant to clause (b) above, counsel to the indemnified parties shall be
selected by the Administrator. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 9 or Section 10 of this Agreement (whether or not
the indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission or fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) The indemnity agreements contained in this Section 9 shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Remarketing Agents, and shall survive the
termination or cancellation of this Agreement and the Remarketing of any Notes
under this Agreement.
10. Contribution. (a) If the indemnification provided for in Section
9 of this Agreement is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Trust and the Administrator on the one hand and the Remarketing Agents on the
other hand from the Remarketing of the Notes pursuant to this Agreement and the
applicable Remarketing Agency Agreement and Supplemental Remarketing Agency
Agreement, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, or if the indemnified party fails to give notice required under
Section 9(c), 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 Trust and the Administrator on the one hand and of the Remarketing Agents on
the other hand in connection with the acts, failures to act, statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
(b) The relative benefits received by the Trust and the
Administrator, on the one hand, and the Remarketing Agents, on the other hand,
in connection with the Remarketing of a class of Notes pursuant to this
Agreement and the applicable Remarketing Agency Agreement and Supplemental
Remarketing Agency Agreement, shall, as to the Remarketing to which the
applicable losses, liabilities, claims, damages or expenses relate, be deemed to
be in the same respective proportions as the aggregate principal balance of such
class of Notes outstanding at
-14-
the time of such Remarketing bears to the commissions and fees received by the
Remarketing Agents in connection with such Remarketing.
(c) The relative fault of the Trust and the Administrator on the one
hand and the Remarketing Agents on the other hand shall be determined by
reference to, among other things, the responsibility under this Agreement of the
applicable party for any act or failure to act relating to the losses,
liabilities, claims, damages or expenses incurred or, in the case of any losses,
liabilities, claims, damages or expenses arising out of any untrue or alleged
untrue statement of a material fact contained in any of the Remarketing
Materials or the omission or alleged omission to state a material fact
therefrom, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Trust or the Administrator or by the Remarketing
Agents and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
(d) The Administrator and the Remarketing Agents agree that it would
not be .just and equitable if contribution pursuant to this Section 10 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 10. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
10 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such act
or failure to act or untrue or alleged untrue statement or omission or alleged
omission.
(e) Notwithstanding the provisions of this Xxxxxxx 00, xxxx of the
Remarketing Agents shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes remarketed by it and resold
to investors were sold to investors exceeds the amount of any damages which any
of the Remarketing Agents would have otherwise been required to pay by reason of
any act or failure to act for which it is responsible under this Agreement or
any untrue or alleged untrue statement or omission or alleged omission.
(f) No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
(g) For purposes of this Section 10, each Person, if any, who
controls any of the Remarketing Agents within the meaning of Section 20 of the
1934 Act shall have the same rights to contribution as the Remarketing Agents,
and each director of the Administrator and each of its officers, and each
Person, if any, who controls the Administrator within the meaning of Section 20
of the 1934 Act shall have the same rights to contribution as the Administrator.
(h) The obligations of the Remarketing Agents in this Section 10 to
contribute are several in proportion to their respective Remarketing obligations
with respect to the Notes and not joint.
-15-
11. Termination of this Agreement. Subject (i) to Section 3 of this
Agreement relating to the payment of fees and expenses, (ii) to Section 9 of
this Agreement relating to indemnification and (iii) to any claims under this
Agreement arising out of or relating to any Remarketing prior to termination,
this Agreement shall terminate as to any Remarketing Agent on the effective date
of the removal or resignation of such Remarketing Agent pursuant to Section 4 of
this Agreement.
12. Remarketing Agents' Performance and Duty of Care. The duties and
obligations of each Remarketing Agent under this Agreement shall be determined
solely by the express provisions of this Agreement and the applicable
Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as
the case may be.
No Noteholder or Beneficial Owner of any Note will have any rights or claims
against any Remarketing Agent as a result of such Remarketing Agent not
purchasing that Note.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED IN SUCH STATE.
14. Term of Agreement. Unless otherwise terminated in accordance
with the provisions of this Agreement, this Agreement shall remain in full force
and effect from the date of this Agreement until the first day thereafter on
which no Notes are Outstanding.
15. Successors and Assigns. (a) The rights and obligations of the
Trust may not be assigned or delegated to any other Person without the prior
written consent of the Remarketing Agents. The rights and obligations of the
Administrator under this Agreement may be assigned or delegated to any successor
Administrator under the Administration Agreement upon prior notice to the
Remarketing Agents. The rights and obligations of the Remarketing Agents under
this Agreement may be assigned or delegated to any Affiliate thereof without the
consent of the Trust or the Administrator, and to any other Person with the
prior written consent of the Administrator. This Agreement shall inure to the
benefit of and be binding upon the Trust, the Administrator and the Remarketing
Agents and their respective successors and assigns. The terms "successors" and
"assigns" shall not include any purchaser of any Notes merely because of such
purchase. The Administrator may appoint additional Remarketing Agents, which
Remarketing Agents may join in this Agreement or a separate agreement in form
and substance substantially similar to this Agreement.
(b) Notwithstanding anything to the contrary in Section 15(a) and
Sections 9 and 10 of this Agreement, in the event the rights and obligations of
the Administrator under this Agreement are assigned to any successor
Administrator under the Administration Agreement as provided in Section 15(a),
and the Remarketing Agents receive notice of such assignment during the period
on or after the 15th Business Day prior to a Remarketing Terms Determination
Date, then, unless the Remarketing Agents consent to such assignment, for
purposes of the indemnification and contribution provisions set forth in
Sections 9 and 10 of this Agreement, the then-current Administrator under this
Agreement shall remain obligated under the terms of Sections 9 and 10 of this
Agreement in respect of the Remarketing effected or Failed Remarketing in
respect of such Remarketing Terms Determination Date.
-16-
16. Headings. Section headings have been inserted in this Agreement
as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.
17. Severability. If any provision of this Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it conflicts
with any provision of any constitution, statute, rule or public policy or for
any other reason, such circumstances shall not have the effect of rendering the
provision in question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or provisions
of this Agreement invalid, inoperative or unenforceable to any extent
whatsoever.
18. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
19. Amendments. This Agreement may be amended by any instrument in
writing signed by each of the parties to this Agreement.
20. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made under this Agreement or pursuant
to this Agreement shall be made in writing or transmitted by any standard form
of telecommunication or by telephone and confirmed in writing. All written
notices shall be deemed to be validly given or made, if delivered by hand, when
so delivered, or if mailed, when mailed registered or certified mail, return
receipt requested and postage prepaid. All notices by telecommunication
(including telephone and facsimile) shall be deemed to be validly given or made
when received. All such notices, requests, consents or other communications
shall be addressed as follows:
if to the Administrator or the Trust:
The Student Loan Corporation, as Administrator
SLC Student Loan Trust 200__-__
000 Xxxxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: ____ ___-____
Attention: _________________________
if to ________:
------------------------------------
if to __________:
____________________________________
or to such other address as any of the above shall specify to the other in
writing.
21. Benefit. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon or give any Person other than (i)
the parties to this Agreement and, (ii) with respect to the terms of Section 9,
(A) any indemnified party set forth in Section 9(a), and (B) the Depositor, the
Persons in clauses (A) and (B) being deemed to be third-
-17-
party beneficiaries of this Agreement to the extent provided in this Agreement,
any remedy or claim under or by reason of this Agreement or any term, covenant
or condition of this Agreement, all of which shall be for the sole and exclusive
benefit of the parties.
22. No Petition. Each of the Remarketing Agents and the
Administrator hereby covenants and agrees that it shall not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy, reorganization, arrangement, insolvency, receivership or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar laws in connection with any obligations relating to
the Notes, the Indenture or this Agreement. The foregoing shall not limit the
rights of any party to this Agreement to file any claim in, or otherwise take
any action with respect to, any insolvency proceeding that was instituted
against the Trust by any Person other than a Remarketing Agent or the
Administrator.
23. No Recourse. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Eligible Lender Trustee (it being
understood and agreed by the parties to this Agreement that the Eligible Lender
Trustee has no obligations under this Agreement in its individual capacity), or
any certificate or other writing delivered in connection herewith or therewith,
against the Eligible Lender Trustee in its individual capacity, or any partner,
owner, beneficiary, agent, officer, director or employee of the Eligible Lender
Trustee in its individual capacity, or of any successor or assign thereof.
-18-
IN WITNESS WHEREOF, each of the Trust, the Administrator and the
Remarketing Agents has caused this Agreement to be executed in its name and on
its behalf by one of its duly authorized officers as of the date first above
written.
SLC STUDENT LOAN TRUST 200_-_
By:____________________________________
_______________________________________
not in its individual capacity but solely
as
Owner Trustee
By:____________________________________
Name:
Title:
THE STUDENT LOAN CORPORATION
as Administrator
By:____________________________________
Authorized Signatory
____________________________________
By:____________________________________
Name:
Title:
_________________________________
By:____________________________________
Name:
Title:
-19-
APPENDIX A
Remarketing Agency Agreement
[to be executed on the applicable Remarketing Terms Determination Date]
REMARKETING AGENCY AGREEMENT
REMARKETING AGENCY AGREEMENT, dated as of _________, (this
"Agreement") by and among SLC Student Loan Trust 200__-__ (the "Trust"), the
Student Loan Corporation (the "Administrator") and ____________________ and
_______________ , (each, a "Remarketing Agent" and, collectively, the
"Remarketing Agents"). The Remarketing Agents, in consultation with the
Administrator, hereby establish the terms for the Class A-[__] Reset Rate Notes
(the "Notes") described below with respect to the "Reset Date" on ________, in
accordance with the terms hereof and of the , dated as of
________, 200__, among the Trust, the Administrator and the Remarketing Agents
(the ""), the terms of which are hereby incorporated by
reference and made a part hereof.
The Remarketing Agents will attempt, on a reasonable efforts basis,
to remarket the validly tendered Notes at a price equal to 100% of the aggregate
principal amount so tendered. There is no assurance that the Remarketing Agents
will be able to remarket the entire principal amount of Notes tendered in a
remarketing. The Remarketing Agents shall also have the option, but not the
obligation, to purchase any tendered Notes at such price. The obligation of the
Remarketing Agents to purchase tendered Notes from the tendering Class A-[__]
Noteholders will be subject, without limitation, to the conditions set forth in
Section 8 of the .
All capitalized terms not otherwise defined in this Agreement have
the respective meanings assigned thereto in Appendix A to the .
--------------------------------------------------------------------------------
CERTAIN TERMS OF THE NOTES
Trust: SLC Student Loan Trust 200__-__
Remarketing Agents and Addresses: ____________________________
____________________________
Title of Notes: Class A-[__]Reset Rate Notes
Title of Indenture: Indenture, dated as of
___________, 200__, as
amended or supplemented from
time to time by and among the
Trust, the Eligible Lender
Trustee, the
APP. A-1
Indenture Trustee and Indenture
Administrator.
Eligible Lender Trustee: _______________________________
Indenture Trustee: _______________________________
Indenture Administrator: _______________________________
Current Ratings:
Xxxxx'x Investors Service, Inc.:
Standard & Poor's Ratings Services:
Fitch Ratings:
Weighted average life of the Notes under
several assumed prepayment scenarios:
Remarketing Terms Determination Date:
Hold Notice Date:
Spread Determination Date:
Reset Date:
Reset Period and next succeeding Reset Date:
Interest Rate Mode:
[ ] Floating Rate Mode:
Index:
Interval between Interest Rate Change
Dates:
Interest Rate Determination Date(s):
[ ] Fixed Rate Mode:
Fixed Rate Pricing Benchmark:
Whether principal amortizes periodically
or is paid at end of Reset Period
APP. A-2
Currency Denomination:
[ ] Foreign Exchange Mode:
Minimum Denominations and additional
increments:
Interest Distribution Dates:
Principal Distribution Date(s):
Priority of Principal Payments - of both
classes of Notes are successfully remarketed
on the same Reset Date, whether there will
be a change in the relative priorities of the
Notes with respect to the right to receive
payments of principal
Swap Agreement(s): [ ] Yes [ ] No
[ ] Currency Swap Agreement:
[ ] Interest Rate Swap Agreement:
Eligible Swap Counterparties from which
Bids will be Solicited:
All Hold Rate (Spread for floating or
fixed rate, as applicable):
Day Count Basis:
Remarketing Fee (expressed as a percentage of
the outstanding principal amount of the Notes,
payable except in the case of a Failed
Remarketing):
Wire Instructions:
Other:
--------------------------------------------------------------------------------
The foregoing terms are hereby confirmed and agreed to as of this ____ day of
_________.
APP. A-3
SLC STUDENT LOAN TRUST 200_-_
By:____________________________________
not in its individual capacity but solely as
Owner Trustee
By:____________________________________
Name:
Title:
THE STUDENT LOAN CORPORATION, as Administrator
By:____________________________________
Authorized Signatory
____________________________________
By:____________________________________
Name:
Title:
____________________________________
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
APP. A-4
APPENDIX B
SUPPLEMENTAL REMARKETING AGENCY AGREEMENT
[to be executed on the applicable Spread Determination Date]
SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of _______ (this
"Agreement") by and among SLC Student Loan Trust 200__-__ (the "Trust"), The
Student Loan Corporation (the "Administrator") and ________________ and
________________, (each, a "Remarketing Agent" and, collectively, the
"Remarketing Agents"). The Remarketing Agents will attempt, on a reasonable
efforts basis, to remarket the Class A-[__] Reset Rate Notes (the "Notes")
described below that have been validly tendered by the holders thereof for sale
on the _____________ (the "Reset Date") at a price equal to 100% of the
aggregate principal amount so tendered in accordance with the terms hereof and
of the , dated as of ___________, 200__ (the "") and the Remarketing Agency Agreement dated as of ____________ (the
"Remarketing Agency Agreement"), each among the Trust, the Administrator and the
Remarketing Agents, the terms of which are hereby incorporated by reference and
made a part hereof. There is no assurance that the Remarketing Agents will be
able to remarket the entire principal amount of Notes tendered in a remarketing.
The Remarketing Agents shall also have the option, but not the
obligation, to purchase any tendered Notes at such price. The obligation of the
Remarketing Agents to purchase tendered Notes from the tendering Class A-[__]
Noteholders will be subject, without limitation, to the conditions set forth in
Section 8 of the Remarketing Agreement.
All capitalized terms not otherwise defined in this Agreement have
the respective meanings assigned thereto in Appendix A to the Remarketing
Agreement.
--------------------------------------------------------------------------------
CERTAIN TERMS OF THE NOTES
Trust: SLC Student Loan Trust 200__-__
Remarketing Agents and Addresses: ____________________________
____________________________
Title of Notes: Class A-[__]Reset Rate Notes
Principal Amount of Notes to be Remarketed $
Title of Indenture: Indenture, dated as of
___________, 200__, as
amended or supplemented
APP. B-1
from time to time by and among
the Trust, the Eligible Lender
Trustee, the Indenture
Trustee and Indenture
Administrator.
Eligible Lender Trustee: _______________________________
Indenture Trustee: _______________________________
Indenture Administrator: _______________________________
Current Ratings:
Xxxxx'x Investors Service, Inc.:
Standard & Poor's Ratings Services:
Fitch Ratings:
Interest Rate Mode:
[ ] Floating Rate
Spread:
[ ] Fixed Rate
Spread:
Yield to Maturity of Fixed Rate
Pricing Benchmark:
Fixed Rate:
The Eligible Swap Counterparty (or
Counterparties) and the floating rate
(or rates) of interest payable by the
Trust to each Eligible Swap Counterparty (or
Counterparties):
Currency Denomination:
Currency Exchange Rate:
Extension Rate:
All Hold Rate:
APP. B-2
New Interest Rate: As determined by application of
the provisions set forth herein
and in the Remarketing Agreement
and Remarketing Agency Agreement.
Beneficial Owner Tender Provisions: As set forth in the Remarketing
Prospectus dated ________. In
the event that the Remarketing
Agents fail to remarket all Class
A-[__] Notes validly tendered for
remarketing on the Reset Date,
then the Remarketing Agents shall
promptly notify the Administrator
and the Indenture Trustee of such
failure.
Failed Remarketing Rate:
Form of Notes: Global certificate registered in
the name of the nominee of the
applicable depository of the
Notes, which is DTC, Clearstream
or Euroclear. The beneficial
owners of the Notes ("Beneficial
Owners") are not entitled to
receive definitive certificates
representing their Notes, except
under limited circumstances. A
Beneficial Owner's ownership of a
Note currently is recorded on or
through the records of the
brokerage firm or other entity
that is a participant in DTC,
Clearstream or Euroclear and that
maintains such Beneficial Owner's
account.
Purchase Price: 100% of the principal amount of
the tendered Notes. Payable to
DTC, Clearstream or Euroclear for
the Beneficial Owners of tendered
Notes.
Remarketing Fee (expressed as a percentage
of the outstanding principal amount of the
Notes, payable except in the case of a As set forth in the Remarketing
Failed Remarketing): Agency Agreement.
Wire Instructions:
Other:
Closing:
APP. B-3
The foregoing terms are hereby confirmed and agreed to as of this ___ day of
______.
SLC STUDENT LOAN TRUST 200_-_
By:____________________________________
not in its individual capacity but solely as
Owner Trustee
By:____________________________________
Name:
Title:
THE STUDENT LOAN CORPORATION, as Administrator
By:____________________________________
Authorized Signatory
____________________________________
By:____________________________________
Name:
Title:
____________________________________
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
APP. B-4
APPENDIX C
RESET RATE NOTE PROCEDURES
APP. C
APPENDIX D
REMARKETING FEE SCHEDULE
Maximum Remarketing Fees
The maximum remarketing fees payable to the Remarketing Agents in
respect of each Reset Date shall be:
PERCENTAGE OF THE
OUTSTANDING PRINCIPAL
AVERAGE LIFE AMOUNT OF THE NOTES
(Duration of Applicable Reset Period) (bps)
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3 months
6 months
9 months
1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
APP. D
