EXHIBIT 1.1
SLC Student Loan Trust 2006-2
$2,569,000,000
Student Loan Asset-Backed Notes
UNDERWRITING AGREEMENT
September 13, 2006
Citigroup Global Markets Inc.,
as
representative of the Underwriters
listed on Schedule A hereto
388 Greenwich Street, 19th Floor
New York, New York 10013
Ladies and Gentlemen:
SLC
Student Loan Trust 2006-2, a Delaware statutory trust (the
"Company"),
proposes to sell to Citigroup Global Markets Inc. (the
"Representative") and the
other underwriters listed on Schedule A hereto (collectively with
the
Representative, the "Underwriters"), pursuant to the terms of this
Underwriting
Agreement (this "Agreement"), $2,569,000,000 aggregate principal
amount of its
Student Loan Asset-Backed Notes (the "Notes") in the classes and
initial
principal amounts set forth on Schedule A hereto. Citibank, N.A., a
national
banking association, will act as eligible lender trustee (in such
capacity, the
"Eligible Lender Trustee") on behalf of the Company. The Notes will
be issued
under an Indenture, to be dated as of September 19, 2006 (the
"Indenture"),
among the Company, the Eligible Lender Trustee, U.S. Bank National
Association,
as indenture trustee (the "Indenture Trustee"), and Citibank, N.A.,
as indenture
administrator (in such capacity, the "Indenture Administrator").
Upon issuance,
the Notes will be secured by, among other things, Trust Student
Loans (as
defined in the Indenture) pledged to the Indenture Trustee and
described in the
Prospectus (as defined in Section 3 below). The Trust Student Loans
will be
serviced by The Student Loan Corporation, a Delaware corporation
("SLC"),
pursuant to a Servicing Agreement, to be dated as of September 19,
2006 (the
"Servicing Agreement"), between SLC, as Servicer and Administrator,
and the
Company. SLC will enter into a Subservicing Agreement with Citibank
USA,
National Association, a national banking association (the
"Sub-Servicer"), to be
dated as of September 19, 2006 (the "Subservicing Agreement"),
pursuant to which
the Sub-Servicer will act as subservicer with respect to the Trust
Student
Loans.
This
Agreement, the Master Terms Purchase Agreement, to be dated as
of
September 19, 2006 (along with the related Purchase Agreement, the
"SLC Sale
Agreement"), among SLC, SLC Student Loan Receivables I, Inc. ("SLC
Receivables")
and the Eligible Lender Trustee, the Master Terms Sale Agreement,
to be dated as
of September 19, 2006 (along with the related Sale Agreement, the
"SLC
Receivables Sale Agreement" and, collectively with the SLC Sale
Agreement, the
"Sale Agreements"), among SLC Receivables, the Company and the
Eligible
<PAGE>
Lender Trustee, the Short-Form Trust Agreement, dated as of August
16, 2006,
between Wilmington Trust Company, as owner trustee (the "Owner
Trustee"), and
SLC Receivables, as depositor (in such capacity, the "Depositor"),
as amended
and restated pursuant to the Amended and Restated Trust Agreement,
to be dated
as of September 19, 2006 (the "Trust Agreement"), between the Owner
Trustee and
the Depositor, the Administration Agreement, to be dated as of
September 19,
2006 (the "Administration Agreement"), between SLC, as servicer
and
administrator, and the Company, the Eligible Lender Trust
Agreement, to be dated
as of September 19, 2006 (the "SLC Receivables Eligible Lender
Trust
Agreement"), between SLC Receivables and the Eligible Lender
Trustee, the
Eligible Lender Trust Agreement, to be dated as of September 19,
2006 (the
"Company Eligible Lender Trust Agreement" and, collectively with
the SLC
Receivables Eligible Lender Trust Agreement, the "Eligible Lender
Trust
Agreement"), between the Company and the Eligible Lender Trustee,
the
Subadministration Agreement, to be dated as of September 19, 2006
(the
"Subadministration Agreement"), between SLC, as administrator, and
CitiMortgage,
Inc., as sub-administrator (the "Sub-Administrator"), the Servicing
Agreement,
the Subservicing Agreement, and the Indenture shall collectively
hereinafter be
referred to as the "Basic Documents".
Capitalized terms used herein without definition shall have the
meanings
ascribed to them in the Indenture or the Prospectus.
The
Company proposes, upon the terms and conditions set forth herein,
to
sell to each of the Underwriters on the Closing Date (as
hereinafter defined)
the aggregate principal amount of each class of Notes set forth
next to the name
of each Underwriter on Schedule A hereto.
The
Company wishes to confirm as follows this Agreement with the
Underwriters in connection with the purchase and resale of the
Notes.
1. Agreements to Sell, Purchase and Resell. (a) The Company
hereby
agrees, subject to all the terms and conditions set forth herein,
to sell to
each of the Underwriters and, upon the basis of the
representations, warranties
and agreements of the Company herein contained and subject to all
the terms and
conditions set forth herein, each of the Underwriters, severally
and not
jointly, agrees to purchase from the Company, such principal amount
of each
class of the Notes at such respective purchase prices as are set
forth next to
the name of such Underwriter on Schedule A hereto.
(b) It is understood that the Underwriters propose to offer
the Notes for sale to the public (which may include selected
dealers) as set forth in the Prospectus.
2. Delivery of the Notes and Payment Therefor. Delivery to the
Underwriters of and payment for the Notes shall be made at the
office of
Cadwalader, Wickersham & Taft LLP, New York, New York, at 12:00
p.m., New York
time, on September 19, 2006 (the "Closing Date"). The place of such
closing and
the Closing Date may be varied by agreement between the
Representative and the
Company.
The Notes
will be delivered to the Underwriters against payment of the
purchase price therefor to the Company in Federal Funds, by wire
transfer to an
account at a bank acceptable to the Representative, or such other
form of
payment as to which the parties may agree. Unless
2
<PAGE>
otherwise agreed to by the Company and the Representative, each
class of Notes
will be evidenced by a single global security in definitive form
deposited with
the Indenture Trustee as custodian for The Depository Trust Company
("DTC") and
will be registered in the name of Cede & Co. as nominee of DTC.
The Notes to be
delivered to the Underwriters shall be made available to the
Underwriters in New
York, New York, for inspection and packaging not later than 11:30
a.m., New York
City time, on the business day next preceding the Closing Date.
3. Representations and Warranties of the Company. The Company
represents and warrants to each of the Underwriters that:
(a) A registration statement on Form S-3 (No. 333-133028)
including a prospectus and such amendments thereto as may have
been
required to the date hereof, relating to the Notes and the
offering
thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Act"), has been filed
with
the Securities and Exchange Commission (the "SEC" or the
"Commission") and such registration statement, as amended, has
become effective; such registration statement, as amended, and
the
prospectus relating to the sale of the Notes offered thereby
constituting a part thereof, as from time to time amended or
supplemented (including the base prospectus, any prospectus
supplement (the "Prospectus Supplement") (including static pool
information deemed excluded pursuant to Item 1105(d) of
Regulation
AB) filed with the Commission pursuant to Rule 424(b) under the
Act,
the information deemed to be a part thereof pursuant to Rule
430A(b)
under the Act, and the information incorporated by reference
therein) are respectively referred to herein as the
"Registration
Statement," and the "Prospectus," respectively; and the
conditions
to the use of a registration statement on Form S-3 under the Act,
as
set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Act, have been satisfied with
respect to the Registration Statement;
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all
material
respects to the requirements of the Act, the rules and
regulations
of the SEC (the "Rules and Regulations") and the Trust Indenture
Act
of 1939, as amended, and the rules and regulations thereunder
(the
"Trust Indenture Act"), and, except with respect to information
omitted pursuant to
Rule 430A of the Act, did not include any untrue
statement of a material fact or, in the case of the
Registration
Statement, omit to state any material fact necessary to make
the
statements therein not misleading and, in the case of the
Prospectus, omit to state any material fact required to be
stated
therein or necessary to make the statements therein, in the light
of
the circumstances under which they were made, not misleading, and
on
the date of this Agreement, at the "time of sale" (within the
meaning of Rule 159 under the Act, the "Time of Sale") for the
first
sale of the Notes by the Underwriters, which will occur on
September
13, 2006, and on the Closing Date (i) the Registration
Statement,
(ii) the Disclosure Package (as defined below) and (iii) the
Prospectus will conform in all material respects to the
requirements
of the Act, the Rules and Regulations and the Trust Indenture
Act,
and none of such documents included or will include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements
therein not misleading; provided, however, that the foregoing
does
not apply to statements in or omissions from
3
<PAGE>
the Registration Statement, the Prospectus or the Disclosure
Package, as applicable, based upon written information furnished
to
the Company by the Underwriters, specifically for use therein.
As
used in this Agreement, the term "Disclosure Package" means,
collectively, the initial free writing prospectus dated September
8,
2006 relating to the Notes (the "Initial FWP") (including the
static
pool information deemed excluded pursuant to item 1105(d) of
Regulation AB), the base prospectus dated September 8, 2006
(the
"Base Prospectus") and the term sheet dated September 13, 2006
(the
"Term Sheet").
(c) The Notes are "asset backed securities" within the meaning
of, and satisfy the requirements for use of, Form S-3 under the
Act,
as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 of the Act have been satisfied with
respect
to the Registration Statement.
(d) The Commission has not issued and, to the best knowledge
of the Company, is not threatening to issue any order preventing
or
suspending the use of the Registration Statement.
(e) As of
the Closing Date, each consent, approval,
authorization or order of, or filing with, any court or
governmental
agency or body which is required to be obtained or made by the
Company or its affiliates for the consummation of the
transactions
contemplated by this Agreement shall have been obtained, except
as
otherwise provided in the Basic Documents.
(f) The Indenture has been duly and validly authorized by the
Company
and, upon its execution and delivery by the Company and
assuming due authorization, execution and delivery by the
Indenture
Trustee, will be a valid and binding agreement of the Company,
enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other
similar
laws affecting creditors' rights generally and the Indenture
will
conform in all material respects to the description thereof in
the
Prospectus and the Disclosure Package. The Indenture has been
duly
qualified under the Trust Indenture Act with respect to the
Notes.
(g) The Notes have been duly authorized by the Company and the
Notes to be issued on the Closing Date, when executed by the
Company
and authenticated by the Indenture Trustee in accordance with
the
Indenture, and delivered to the Underwriters against payment
therefor in accordance with the terms hereof, will have been
validly
issued and delivered, and will constitute valid and binding
obligations of the Company entitled to the benefits of the
Indenture
and enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
moratorium, fraudulent conveyance or other similar laws relating
to
or affecting creditors' rights generally and court decisions
with
respect thereto, and the Notes will conform in all material
respects
to the description thereof in the Prospectus and the Disclosure
Package.
(h) The Company is a statutory trust duly organized, validly
existing and in good standing under the laws of the State of
Delaware with full power and
4
<PAGE>
authority to own, lease and operate its properties and to
conduct
its business as described in the Prospectus and the Disclosure
Package and as conducted on the date hereof, and is duly
registered
and qualified to conduct its business and is in good standing
in
each jurisdiction or place where the nature of its properties or
the
conduct of its business requires such registration or
qualification,
except where the failure so to register or qualify does not have
a
material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of
operations
of the Company.
(i) Other than as contemplated by this Agreement or as
disclosed in the Prospectus and the Disclosure Package, there is
no
broker, finder or other party that is entitled to receive from
the
Company or any of its affiliates any brokerage or finder's fee
or
other fee or commission as a result of any of the transactions
contemplated by this Agreement.
(j) There are no legal or governmental proceedings pending or,
to the knowledge of the Company, threatened or contemplated
against
the Company, or to which the Company or any of its properties
is
subject, that are not disclosed in the Prospectus and the
Disclosure
Package and which, if adversely decided, would individually or
in
the aggregate have a material adverse effect on the condition
(financial or other), business, properties or results of
operations
of the Company, or would materially and adversely affect the
ability
of the Company to perform its obligations under this Agreement
and
the other Basic Documents or otherwise materially affect the
issuance of the Notes or the consummation of the transactions
contemplated hereby or by the Basic Documents ("Material
Adverse
Effect").
(k) Neither the offer, sale or delivery of the Notes by the
Company nor the execution, delivery or performance of this
Agreement
or the other Basic Documents by the Company, nor the consummation
by
the Company of the transactions contemplated hereby or thereby
(i)
requires or will require any consent, approval, authorization
or
other order of, or registration or filing with, any court,
regulatory body, administrative agency or other governmental
body,
agency or official (except for compliance with the securities
or
Blue Sky laws of various jurisdictions, the qualification of
the
Indenture under the Trust Indenture Act and such other
consents,
approvals or authorizations as shall have been obtained prior to
the
Closing Date) or conflicts or will conflict with or constitutes
or
will constitute a breach of, or a default under, the
organizational
documents or bylaws of the Company or (ii) conflicts or will
conflict with or constitutes or will constitute a breach of, or
a
default under, in any material respect, any material agreement,
indenture, lease or other instrument to which the Company is a
party
or by which the Company or any of its properties may be bound,
or
violates or will violate in any material respect any statute,
law,
regulation or filing or judgment, injunction, order or decree
applicable to the Company or any of its properties, or will
result
in the creation or imposition of any lien, charge or
encumbrance
upon any property or assets of the Company pursuant to the terms
of
any
agreement or instrument to which it is a party or by which it
may be bound or to which any of its properties is subject other
than
as contemplated by the Basic Documents.
5
<PAGE>
(l) The Company has all requisite power and authority to
execute, deliver and perform its obligations under this
Agreement
and the other Basic Documents to which it is a party; the
execution
and delivery of, and the performance by the Company of its
obligations under, this Agreement and the other Basic Documents
to
which it is a party have been duly and validly authorized by
the
Company and this Agreement and the other Basic Documents have
been
duly executed and delivered by the Company and constitute the
valid
and legally binding agreements of the Company, enforceable
against
the Company in accordance with their respective terms, except as
the
enforcement hereof and thereof may be limited by bankruptcy,
insolvency, moratorium, fraudulent conveyance or other similar
laws
relating to or affecting creditors' rights generally and court
decisions with respect thereto and subject to the applicability
of
general principles of equity, and except as rights to indemnity
and
contribution hereunder and thereunder may be limited by Federal
or
state securities laws or principles of public policy.
(m) SLC's sale and contribution of Trust Student Loans to SLC
Receivables and SLC Receivables's sale and contribution of
Trust
Student Loans to the Eligible Lender Trustee on behalf of the
Company as of the applicable sale date described in the Sale
Agreements will vest in the Eligible Lender Trustee on behalf of
the
Company all of the Company's right, title and interest therein,
subject to no prior lien, mortgage, security interest, pledge,
adverse claim, charge or other encumbrance.
(n) The Company's assignment of the Trust Student Loans to the
Indenture Trustee pursuant to the Indenture will vest in the
Indenture Trustee, for the benefit of the Noteholders, a first
priority perfected security interest therein, subject to no
prior
lien, mortgage, security interest, pledge, adverse claim, charge
or
other encumbrance.
(o) The Company is not, nor as a result of the issuance and
sale of the Notes as contemplated hereunder will it become,
subject
to registration as an "investment company" under the Investment
Company Act of 1940, as amended (the "1940 Act").
(p) The representations and warranties made by the Company in
any Basic Document to which the Company is a party and made in
any
Officer's Certificate of the Company will be true and correct at
the
time made and on and as of the Closing Date.
(q) The Depositor is not, and was not at the Time of Sale, an
"ineligible issuer" (within the meaning of Rule 405 of the
Act).
(r) The Company filed with the Commission (i) pursuant to Rule
424(b) under the Act, the Base Prospectus on September 11, 2006
and
(ii) pursuant to Rule 433(d) under the Act (x) the Initial FWP
on
September 11, 2006 and (y) the Term Sheet on September 13,
2006.
(s) Other than the Initial FWP and the Term Sheet, the Company
has not made any other offer relating to the Notes that would
constitute a "free writing prospectus" (as defined in Rule 405
under
the Act). The Company has complied with the
6
<PAGE>
requirements of Rule 433 under the Act applicable to any "issuer
free writing
prospectus" (as defined in Rule 433(h)(1) under the Act), including
timely
filing with the Commission, retention where required and
legending.
4. Offering by Underwriters.
(a) Each Underwriter proposes to offer and/or solicit offers for
the
Notes to be purchased by it for sale to the public as set forth in
the
Disclosure Package and in the Prospectus and each Underwriter
agrees that all
such offers, solicitations and sales by it shall be made in
compliance with all
applicable laws and regulations. Each Underwriter will enter into a
Contract of
Sale (within the meaning of Rule 159 under the Act) with an
investor only after
delivery of the Disclosure Package to such investor. Each
Underwriter shall keep
sufficient records to document its delivery of the Disclosure
Package to each
investor prior to the related Contract of Sale.
(b) Each Underwriter may prepare and provide to investors
certain
Free Writing Prospectuses (as defined below), subject to the
following
conditions:
(i) Unless preceded or accompanied by a prospectus satisfying
the
requirements of Section 10(a) of the Act, an Underwriter shall not
convey or
deliver any Written Communication (as such term is defined in Rule
405 of the
Act) to any person in connection with the initial offering of the
Notes, unless
such Written Communication (i) is made in reliance on Rule 134
under the Act,
(ii) constitutes a prospectus satisfying the requirements of Rule
430B under the
Act, (iii) is the Initial FWP or the Term Sheet, or (iv) both (A)
constitutes a
Free Writing Prospectus used in reliance on Rule 164 and (B)
includes only
information that is within the definition of either (x) "ABS
Informational and
Computational Materials" as defined in Item 1100 of Regulation AB
or (y)
Permitted Additional Materials (as defined herein).
(ii) Each Underwriter shall comply with all applicable laws and
regulations in connection with the use of Free Writing
Prospectuses, including
but not limited to Rules 164 and 433 under the Act.
(iii) For purposes hereof, "Free Writing Prospectus" shall have
the
meaning given such term in Rules 405 and 433 under the Act. "Issuer
Information"
shall mean information included in a Free Writing Prospectus that
both (i) is
within the types of information specified in clauses (1) to (5) of
footnote 271
of Commission Release No. 33-8591 (Securities Offering Reform) and
(ii) has been
either prepared by, or reviewed and approved by, SLC. Information
contained in
the Disclosure Package shall be deemed to be approved by SLC for
purposes of the
definition of Issuer Information and consented to for purposes of
the definition
of Permitted Additional Materials. "Underwriter Derived
Information" shall refer
to information of the type described in clause (5) of such footnote
271 when
prepared by an Underwriter. "Permitted Additional Materials" shall
mean
information that is not ABS Informational and Computational
Materials and (A)
that are referred to in Section 4(b)(vi), (B) that constitute
price, yield,
weighted average life, subscription or allocation information,
or
7
<PAGE>
a trade confirmation, or (C) otherwise with respect to which SLC
has provided
written consent to the Underwriter to include in a Free Writing
Prospectus.
(iv) All Free Writing Prospectuses provided to investors, whether
or
not filed with the Commission, shall bear a legend including
substantially the
following statement:
SLC Student Loan Receivables I, Inc. has filed a registration
statement (including a prospectus) with the SEC for the offering
to
which this communication relates. Before you invest, you should
read
the prospectus in that registration statement and the other
documents SLC Student Loan Receivables I, Inc. has filed with
the
SEC for more complete information about SLC Student Loan
Receivables
I, Inc. and the offering. You may get these documents for free
by
visiting EDGAR on the SEC web site at www.sec.gov.
Alternatively,
SLC Student Loan Receivables I, Inc., any underwriter or any
dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling 1-800-831-9146.
SLC or the Representative shall have the right to require
additional
specific legends or notations to appear on any Free Writing
Prospectus, the right to require changes regarding the use of
terminology and the right to determine the types of information
appearing therein with the approval of, in the case of SLC, the
Representative and, in the case of the Representative, SLC (which
in
either case shall not be unreasonably withheld).
(v) Each Underwriter shall deliver to SLC and its counsel prior
to
the proposed date of first use thereof (i) any Free Writing
Prospectus prepared
by that Underwriter that contains any Issuer Information (other
than a Free
Writing Prospectus that contains only preliminary terms of the
Notes) and (ii)
any Free Writing Prospectus prepared by that Underwriter that
contains only a
description of the final terms of the Notes after such terms have
been
established for all classes of Notes. Notwithstanding the
foregoing, the
Underwriter shall not be required to deliver any Free Writing
Prospectus to SLC
to the extent that it does not contain substantive changes from or
additions to
any Free Writing Prospectus previously approved by SLC.
(vi) Subject to the following sentence, all information provided
by
any Underwriter to Bloomberg or Intex or similar entities to the
extent
constituting a Free Writing Prospectus, shall be deemed for all
purposes hereof
to be a Free Writing Prospectus. Each Underwriter may send the
information
contained in Bloomberg screens and Intex, cdi files to potential
investors in
the Notes. In connection therewith, the Underwriter agrees that it
shall not
provide any information constituting Issuer Information through the
foregoing
media unless that information is or will be contained either in the
Initial FWP
or in a Free Writing Prospectus delivered in compliance with
Section 4(b)(v),
above.
8
<PAGE>
(c) Each Underwriter covenants with SLC that after the Prospectus
is
available
such Underwriter shall not distribute any written information
concerning
the Notes to an investor unless such information is preceded or
accompanied by the Prospectus or by notice to the investor that
the
Prospectus
is available for free by visiting EDGAR on the SEC website at
www.sec.gov. The use of written information in accordance with
the
preceding
sentence is not a Free Writing Prospectus and is not otherwise
restricted
or governed in any way by this Agreement.
(d) (i) Each Underwriter shall file with the Commission any
Free
Writing
Prospectus prepared by such Underwriter that has been
distributed
by such
Underwriter in a manner reasonably designed to lead to its
broad,
unrestricted dissemination no later than the date of first use;
provided
that, if
that Free Writing Prospectus contains only information of a
type
included
within the definition of ABS Informational and Computational
Materials
then such filing shall be made within the later of (x) two
business
days after the Underwriter first provides this information to
investors
and (y) the date upon which the Depositor is required to file
the
Prospectus Supplement with the Commission pursuant to Rule
424(b)(5)
under the
Act; provided further, that no Underwriter shall be required to
file any
Free Writing Prospectus that does not contain substantive
changes
from or
additions to information included (including through
incorporation
by
reference) in a prospectus or Free Writing Prospectus previously
filed
with the
Commission.
(ii) With the Depositor's consent, each Underwriter may
deliver to the Depositor and the Company, not less than one
business
day prior to the required date of filing thereof, all
information
included in a Free Writing Prospectus prepared by such
Underwriter
required to be filed with the Commission pursuant to Section
4(d)(i)
above. Upon timely receipt by the Depositor and the Company of
such
information, such Underwriter's obligations pursuant to Section
4(d)(i) above shall be deemed satisfied.
(e) Each Underwriter further agrees that (i) if the Prospectus
is
not
delivered with or preceding delivery of the confirmation in
reliance
on Rule
172, it will include in every confirmation sent out the notice
required
by Rule 173 informing the investor that the sale was made
pursuant
to the Registration Statement and that the investor may request
a
copy of
the Prospectus from such Underwriter; (ii) if a paper copy of
the
Prospectus
is requested by a person who receives a confirmation, such
Underwriter shall deliver a paper copy of such Prospectus; (iii) if
an
electronic
copy of the Prospectus is delivered by an Underwriter for any
purpose
such copy shall be the same electronic file containing the
prospectus
in the identical form transmitted electronically to such
Underwriter by or on behalf of SLC specifically for use by such
Underwriter pursuant to this Section 4(e). Each Underwriter further
agrees
that (i) if it
delivers to an investor the Prospectus in .pdf format, upon
such
Underwriter's receipt of a request from the investor within the
period for
which delivery of the Prospectus is required, such Underwriter
will
promptly deliver or cause to be delivered to the investor,
without
charge, a
paper copy of the Prospectus and (ii) it will provide to SLC
any
Free
Writing Prospectuses, or portions thereof, prepared by it which
SLC
is
required to file with the Commission in electronic format and will
use
reasonable
efforts to provide to SLC such Free Writing Prospectuses,
9
<PAGE>
or
portions thereof, in either Microsoft Word(R) or Microsoft
Excel(R)
format and
not in .pdf format, except to the extent that SLC, in its sole
discretion, waives such requirements.
(f) Each Underwriter shall maintain written or electronic records
of
the time
and manner that any disclosure materials (including the
Prospectus, Prospectus Supplement, Initial FWP, Term Sheet or any
Free
Writing
Prospectus) were conveyed to investors at or prior to the Time
of
Sale to
the extent required by the Act. In addition, each of the
Underwriters and SLC shall, for a period of at least (3) three
years after
the date
hereof, maintain written and/or electronic records of any Free
Writing
Prospectus used to the extent not filed with the Commission.
5. Agreements of the Company. The Company agrees with each of
the
Underwriters as follows:
(a) The Company will prepare a supplement to the Prospectus
setting
forth the
amount of the Notes covered thereby and the terms thereof not
otherwise
specified in the Prospectus, the price at which the Notes are
to
be
purchased by the Underwriters, either the initial public offering
price
or the
method by which the price at which the Notes are to be sold will
be
determined, the selling concessions and reallowances, if any, and
such
other
information as the Underwriters and the Company deem appropriate
in
connection
with the offering of the Notes , and the Company will timely
file such
supplement to the prospectus with the SEC pursuant to Rule
424(b)
under the Act, but the Company will not file any amendments to
the
Registration Statement as in effect with respect to the Notes or
any
amendments
or supplements to the Prospectus, or any Free Writing
Prospectus
to the extent required by Rule 433(d) under the Act, unless it
shall
first have delivered copies of such amendments, supplements or
Free
Writing
Prospectus to the Underwriters, with reasonable opportunity to
comment on
such proposed amendment or supplement, or if the Underwriters
shall have
reasonably objected thereto promptly after receipt thereof; the
Company
will immediately advise the Underwriters or the Underwriters'
counsel
(i) when notice is received from the SEC that any
post-effective
amendment
to the Registration Statement has become or will become
effective
and (ii) of any order or communication suspending or
preventing,
or
threatening to suspend or prevent, the offer and sale of the Notes
or
of any
proceedings or examinations that may lead to such an order or
communication, whether by or of the SEC or any authority
administering any
state
securities or Blue Sky law, as soon as the Company is advised
thereof,
and will use its best efforts to prevent the issuance of any
such
order or
communication and to obtain as soon as possible its lifting, if
issued.
The Company will comply with the requirements applicable to any
"issuer
free writing prospectus" (as defined in Rule 433(h)(1) under
the
Act),
including timely filing with the Commission, retention where
required
and legending. The Company will timely file with the Commission
any Free
Writing Prospectus relating to information delivered by an
Underwriter to the
Depositor and the Company in accordance with Section
4(d)(ii)
of this Agreement (each such Free Writing Prospectus, an
"Assumed
Free
Writing Prospectus").
(b) If, at any time following the issuance of an "issuer free
writing
prospectus" or when the Prospectus relating to the Notes is
required
to be delivered under
10
<PAGE>
the Act,
any event occurred or occurs as a result of which such "issuer
free
writing prospectus" would conflict with the information in the
Registration Statement or the Prospectus, or the Prospectus as
then
amended or
supplemented would include an untrue statement of a material
fact or
omit to state a material fact necessary to make the statements
therein,
in the light of the circumstances under which they were made,
not
misleading, or if it is necessary at any time to amend or
supplement the
Prospectus
to comply with the Act or the Rules and Regulations, the
Company
promptly will notify the Representative of s
