Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Trust Agreement (National Collegiate Student Loan Trust 2005-3)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • · Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s ~~BAGEL~~ Private Loan Program, ~~CEDU~~ XXXX (School Channel) Loan Program and XXXX ISLP Loan Program. • · Bank of America, N.A., dated June 30, 2006, for loans that were originated under Bank of America’s Private Loan Program, XXXX (School Channel) Loan Program and XXXX ISLP Loan Program. · Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • · Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • · Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • · Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank ~~Flexible~~ Education Assistance Loan Program. • · Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • · Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • · Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s ~~START~~ Astrive and AstriveAlliance Education (f/k/a START) Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. •~~ · Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program ~~and~~ (including loans in the Charter One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise Alternative Loan Program, Collegiate Solutions Alternative Loan Program, College Board Alternative Loan Program, Axiom Alternative Loan Program~~. • Chase Manhattan Bank USA~~, ~~N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra~~ American Student Loan Services Private Loan Program, nBuy Private Loan Program, and ThinkFinancial Alternative Loan Program). • · Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Alternative Loan Program, ISLP Loan Program, Compass Bank Alternative Loan Program, FinanSure Alternative Loan Program, Navy Federal Alternative Loan Program, and Xanthus Alternative Loan Program. • · Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island’s ~~DTC Alternative~~ Penn State Undergraduate Loan Program. ~~• Citizens Bank of Rhode Island~~· Comerica Bank, dated ~~April~~ June 30, ~~2004~~2006, for loans that were originated under ~~Citizens Bank of Rhode Island~~Comerica Bank’s ~~Navy Federal Referral~~ Private Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • · HSBC Bank USA, National Association, dated April 17, 2002, ~~as amended on August 1, 2003 and May 14, 2004,~~ for loans that were originated under the HSBC Loan Program. • · The Huntington National Bank, dated May 20, 2003, for loans that were originated under ~~The~~ the Huntington ~~National Bank’s Huntington Bank~~ Education Loan Program. • · InsurBanc, dated July 1, 2006, for loans that were originated under the InsurBanc Loan Program. · JPMorgan Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program, EDUCATION ONE Loan Program, and Campus One Loan Program. · KeyBank National Association, dated May 12, 2006, for loans that were originated under KeyBank’s Private Education Loan Program. · Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under ~~Manufacturers and Traders Trust Company’s~~ the M&T Alternative Loan Program. • · National City Bank, dated July 26, 2002, for loans that were originated under the National City Loan Program. · National City Bank, dated July 21, 2006, for loans that were originated under the National City Referral Loan Program, including the Astute Private Loan Program and the Student Lending Works Private Loan Program. · PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative ~~Conforming~~ Loan Program~~. •~~ , Brazos Alternative Loan Program, Edvisors Alternative Loan Program, Fondo Futuro Loan Program, GE Money Bank Student Loan Program, Old National Bank Private Loan Program, and Regions Bank Private Loan Program · Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Student Loan Program. • · SunTrust Bank, dated March 1, 2002, for loans that were originated under the SunTrust Loan Program. · TCF National Bank~~’s SunTrust~~ , dated July 22, 2005, for loans that were originated under the TCF National Bank Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933· Union Federal Savings Bank, ~~AS AMENDED (THE “ACT”)~~dated March 26, ~~OR ANY STATE SECURITIES LAW~~2007, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) for loans that were originated under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performanceUSFB Astrive Loan Program.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2007-4)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • · Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s ~~BAGEL~~ Private Loan Program, ~~CEDU~~ TXXX (School Channel) Loan Program and TXXX ISLP Loan Program. • · Bank of America, N.A., dated June 30, 2006, for loans that were originated under Bank of America’s Private Loan Program, TXXX (School Channel) Loan Program and TXXX ISLP Loan Program. · Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • · Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • · Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • · Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank ~~Flexible~~ Education Assistance Loan Program. • · Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • · Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • · Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s ~~START~~ Astrive and AstriveAlliance Education (f/k/a START) Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. •~~ · Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program ~~and~~ (including loans in the Charter One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise Alternative Loan Program, Collegiate Solutions Alternative Loan Program, College Board Alternative Loan Program, Axiom Alternative Loan Program~~. • Chase Manhattan Bank USA~~, ~~N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra~~ American Student Loan Services Private Loan Program, nBuy Private Loan Program, and ThinkFinancial Alternative Loan Program). • · Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Alternative Loan Program, ISLP Loan Program, Compass Bank Alternative Loan Program, FinanSure Alternative Loan Program, Navy Federal Alternative Loan Program, and Xanthus Alternative Loan Program. • · Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island’s ~~DTC Alternative~~ Penn State Undergraduate Loan Program. ~~• Citizens Bank of Rhode Island~~· Comerica Bank, dated ~~April~~ June 30, ~~2004~~2006, for loans that were originated under ~~Citizens Bank of Rhode Island~~Comerica Bank’s ~~Navy Federal Referral~~ Private Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • · HSBC Bank USA, National Association, dated April 17, 2002, ~~as amended on August 1, 2003 and May 14, 2004,~~ for loans that were originated under the HSBC Loan Program. • · The Huntington National Bank, dated May 20, 2003, for loans that were originated under ~~The~~ the Huntington ~~National Bank’s Huntington Bank~~ Education Loan Program. • · InsurBanc, dated July 1, 2006, for loans that were originated under the InsurBanc Loan Program. · JPMorgan Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program, EDUCATION ONE Loan Program, and Campus One Loan Program. · KeyBank National Association, dated May 12, 2006, for loans that were originated under KeyBank’s Private Education Loan Program. · Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under ~~Manufacturers and Traders Trust Company’s~~ the M&T Alternative Loan Program. • · National City Bank, dated July 26, 2002, for loans that were originated under the National City Loan Program. · National City Bank, dated July 21, 2006, for loans that were originated under the National City Referral Loan Program, including the Astute Private Loan Program and the Student Lending Works Private Loan Program. · PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative ~~Conforming~~ Loan Program~~. •~~ , Brazos Alternative Loan Program, Edvisors Alternative Loan Program, Fondo Futuro Loan Program, GE Money Bank Student Loan Program, Old National Bank Private Loan Program, and Regions Bank Private Loan Program · Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Student Loan Program. • · SunTrust Bank, dated March 1, 2002, for loans that were originated under the SunTrust Loan Program. · TCF National Bank~~’s SunTrust~~ , dated July 22, 2005, for loans that were originated under the TCF National Bank Alternative Loan Program. · Union Federal Savings Bank, dated March 26, 2007, for loans that were originated under the USFB Astrive Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST ~~2005~~2007-3 4 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION ~~3.04(A~~3.04(a) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION ~~3.04(B~~3.04(b) OF THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE OR ANY PERSON ACTING ON BEHALF OF SUCH A PLAN EXCEPT IN ACCORDANCE WITH SECTION 3.04(d) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of ~~October 12~~September 20, ~~2005~~ 2007 Certificate No. ______ ~~Delaware~~ Wilmington Trust Company~~, National Association~~, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of ~~October 12~~September 20, ~~2005~~2007, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate may not be acquired or held by a Plan. By accepting and holding this Trust Certificate, the Owner hereof shall be deemed to have represented and warranted that it is not a Plan, unless it has provided the opinion of counsel described in Section 3.04(d) of the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Trust Agreement (National Collegiate Student Loan Trust 2007-4)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s 's BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s 's Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s 's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s 's M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s 's AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s 's AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s 's Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s 's College Loan Corporation ~~Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative~~ Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s 's Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative 's EdFinancial Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s 's Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s 's M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s 's National Education ~~Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative~~ Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s 's NextStudent Private Consolidation ~~Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource~~ Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s 's SAF Alternative ~~Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest~~ Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s 's START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s 's Referral Loan Program (including loans in the UPromise, Collegiate Solutions, College Board, and Axiom Alternative Loan ~~Program~~Programs). • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s 's Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s 's Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s DTC~~ 's Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s 's Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s 's FinanSure Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island's Xanthus Loan Program. • First National Bank Northeast, dated August 1, 2001, for loans that were originated under First National Bank Northeast's CASL Undergraduate Alternative Loan Program. • GMAC Bank, dated May 30, 2003, ~~as amended on March 1, 2004, as amended on March 1, 2005,~~ for loans that were originated under GMAC Bank’s 's GMAC ~~Alternative~~ Bank Student Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s 's Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s 's Alternative Loan Program. • National City Bank, dated July 26, 2002, for loans that were originated under National City Bank's National City Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s 's Alternative ~~Conforming~~ Loan Program, Brazos Alternative Loan Program, Edvisors Alternative Loan Program, and Regions Bank Alternative Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s 's Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s 's SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, • TCF National ~~Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement~~Bank, dated ~~as of October 12~~July 22, 2005, ~~with The~~ for loans that were originated under TCF National ~~Collegiate Funding LLC and The Education Resources Institute~~Bank's Alternative Loan Program. • U.S. Bank, ~~Inc.~~N.A., ~~on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”)~~dated May 1, ~~hereby certifies~~ 2005, for loans that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued were originated under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performanceU.S. Bank's Alternative Loan Program.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2006-2)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between TERI and: Each of the following Gxxxxnty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • o Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s 's BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • o Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s 's Direct to Consumer Loan Program. • o Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s 's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • o Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s 's M&T REFERRAL Loan Program • o Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s 's AAA Southern New England Bank Loan Program. • o Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s 's AES EducationGAIN Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's (AMS) TuitionPay Diploma Loan Program. • o Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s 's Brazos Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's CFS Direct to Consumer Loan Program. • o Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s 's Citibank Flexible Education Loan Program. • o Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s 's College Loan Corporation Loan Program. • o Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s 's Comerica Alternative Loan Program. • o Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s 's Custom Educredit Loan Program. ~~• Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. •~~ o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's Education Assistance Services Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's ESF Alternative Loan Program. • o Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s 's Extra Credit II Loan Program (North Texas Higher Education). • o Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s 's M&I Alternative Loan Program. • o Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s 's National Education Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's Navy Federal Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's NextStudent Alternative Loan Program. ~~• Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. •~~ o Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s 's PNC Bank Resource Loan Program. • o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s 's SAF Alternative Loan Program. • o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s 's Southwest Loan Program. • o Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One~~’s START~~ 's Start Education Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's WAMU Alternative Student Loan Program. ~~• Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. •~~ o Chase Manhattan Bank USA, N.A., dated September 30, 2003, ~~as amended on March 1, 2004 and February 25, 2005,~~ for loans that were originated under Chase’s 's Chase Extra Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s Compass Bank~~ 's DTC Alternative Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s DTC Alternative~~ 's Navy Federal Referral Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s Navy Federal Referral~~ 's Xanthus Loan Program. • o Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island~~’s Xanthus~~ 's Pennsylvania State University Undergraduate and Continuing Education Loan Program. • o GMAC Bank, dated May 30, 2003, ~~as amended on March 1, 2004, as amended on March 1, 2005,~~ for loans that were originated under GMAC Bank’s 's GMAC Alternative Loan Program. ~~• HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. •~~ o The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s 's Huntington Bank Education Loan Program. • o Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s 's Alternative Loan Program. • o PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s 's Alternative Conforming Loan Program. ~~• Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. •~~ o SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s 's SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2004-2)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • ~~GMAC Bank~~First National Bank Northeast, dated ~~May 30, 2003, as amended on March~~ August 1, ~~2004, as amended on March 1, 2005~~2001, for loans that were originated under ~~GMAC Bank~~First National Bank Northeast’s ~~GMAC~~ CASL Undergraduate Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • National City Bank, dated July 26, 2002, for loans that were originated under National City Bank’s National City Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, • TCF National ~~Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement~~Bank, dated ~~as of October 12~~July 22, 2005, ~~with The~~ for loans that were originated under TCF National ~~Collegiate Funding LLC and The Education Resources Institute~~Bank’s Alternative Loan Program. • U.S. Bank, ~~Inc.~~N.A., ~~on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”)~~dated May 1, ~~hereby certifies~~ 2005, for loans that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued were originated under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performanceU.S Bank’s Alternative Loan Program.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2006-1)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • · Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, ~~CEDU~~ XXXX Loan Program and ISLP Loan Program. • · Bank of America, N.A., dated June 30, 2006, for loans that were originated under Bank of America’s BAGEL Loan Program, XXXX Loan Program and ISLP Loan Program. · Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • · Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan ~~Program and~~ Program, EDUCATION ONE Loan Program, and Campus One Loan Program. ~~• Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program •~~ · Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • · Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • · Charter One Bank, N.A., dated ~~May 15~~March 25, ~~2002~~2004, for loans that were originated under Charter One’s ~~(AMS) TuitionPay Diploma~~ Astrive and AstriveAlliance Education Loan Program. ~~• Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • · Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank ~~Flexible~~ Education Assistance Loan Program. • · Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. ~~• Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. •~~ · Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • · Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • · Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • · Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • · Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • · Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • · Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • · Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan ~~Program~~ Program, including the UPromise Alternative Loan Program, Collegiate Solutions Alternative Loan Program, College Board Alternative Loan Program, and Axiom Alternative Loan Program. ~~• Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. •~~ · Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Alternative Loan Program, Compass Bank Alternative Loan Program, FinanSure Alternative Loan Program, Navy Federal Alternative Loan Program, and Xanthus Alternative Loan Program. • · Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island’s ~~DTC Alternative~~ Penn State Undergraduate Loan Program. ~~• Citizens~~ · First National Bank ~~of Rhode Island~~Northeast, dated ~~April 30~~August 1, ~~2004~~2001, for loans that were originated under ~~Citizens~~ First National Bank ~~of Rhode Island~~Northeast’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC CASL Undergraduate Alternative Loan Program. • · HSBC Bank USA, National Association, dated April 17, 2002, ~~as amended on August 1, 2003 and May 14, 2004,~~ for loans that were originated under the HSBC Loan Program. • · The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • · KeyBank, dated May 12, 2006, for loans that were originated under KeyBank’s Private Education Loan Program. · Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • · National City Bank, dated July 26, 2002, for loans that were originated under National City Bank’s National City Loan Program. · PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program~~. •~~ , Brazos Alternative Loan Program, Edvisors Alternative Loan Program, GE Money Bank Alternative Loan Prorgam, Old National Bank Alternative Loan Program, and Regions Bank Alternative Loan Program.. · Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • · SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, · TCF National ~~Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement~~Bank, dated ~~as of October 12~~July 22, 2005, ~~with The~~ for loans that were originated under TCF National ~~Collegiate Funding LLC and The Education Resources Institute~~Bank’s Alternative Loan Program. · U.S. Bank, ~~Inc.~~N.A., ~~on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”)~~dated May 1, ~~hereby certifies~~ 2005, for loans that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued were originated under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performanceU.S Bank’s Alternative Loan Program.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2006-3)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • · Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s ~~BAGEL~~ Private Loan Program, ~~CEDU~~ XXXX (School Channel) Loan Program and XXXX ISLP Loan Program. • · Bank of America, N.A., dated June 30, 2006, for loans that were originated under Bank of America’s Private Loan Program, XXXX (School Channel) Loan Program and XXXX ISLP Loan Program. · Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • · Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • · Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • · Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank ~~Flexible~~ Education Assistance Loan Program. • · Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • · Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • · Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • · Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • · Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • · Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s ~~START~~ Astrive and AstriveAlliance Education (f/k/a START) Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. •~~ · Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program ~~and~~ (including loans in the Charter One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise Alternative Loan Program, Collegiate Solutions Alternative Loan Program, College Board Alternative Loan Program, Axiom Alternative Loan Program~~. • Chase Manhattan Bank USA~~, ~~N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra~~ American Student Loan Services Private Loan Program, nBuy Private Loan Program, and ThinkFinancial Alternative Loan Program). • · Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Alternative Loan Program, ISLP Loan Program, Compass Bank Alternative Loan Program, FinanSure Alternative Loan Program, Navy Federal Alternative Loan Program, and Xanthus Alternative Loan Program. • · Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island’s ~~DTC Alternative~~ Penn State Undergraduate Loan Program. ~~• Citizens Bank of Rhode Island~~· Comerica Bank, dated ~~April~~ June 30, ~~2004~~2006, for loans that were originated under ~~Citizens Bank of Rhode Island~~Comerica Bank’s ~~Navy Federal Referral~~ Private Loan Program. ~~• Citizens~~ · First National Bank ~~of Rhode Island~~Northeast, dated ~~April 30~~August 1, ~~2004~~2001, for loans that were originated under ~~Citizens~~ First National Bank ~~of Rhode Island~~Northeast’s ~~Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC~~ Nelnet Undergraduate Alternative Loan Program. • · HSBC Bank USA, National Association, dated April 17, 2002, ~~as amended on August 1, 2003 and May 14, 2004,~~ for loans that were originated under the HSBC Loan Program. • · The Huntington National Bank, dated May 20, 2003, for loans that were originated under ~~The~~ the Huntington ~~National Bank’s Huntington Bank~~ Education Loan Program. • · InsurBanc, dated July 1, 2006, for loans that were originated under the InsurBanc Loan Program. · JPMorgan Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program, EDUCATION ONE Loan Program, and Campus One Loan Program. · KeyBank National Association, dated May 12, 2006, for loans that were originated under KeyBank’s Private Education Loan Program. · Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under ~~Manufacturers and Traders Trust Company’s~~ the M&T Alternative Loan Program. • · National City Bank, dated July 26, 2002, for loans that were originated under the National City Loan Program. · National City Bank, dated July 21, 2006, for loans that were originated under the National City Referral Loan Program, including the Astute Private Loan Program. · PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative ~~Conforming~~ Loan Program~~. •~~ , Brazos Alternative Loan Program, Edvisors Alternative Loan Program, Fondo Futuro Loan Program, GE Money Bank Student Loan Program, Old National Bank Private Loan Program, and Regions Bank Private Loan Program · Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Student Loan Program. • · SunTrust Bank, dated March 1, 2002, for loans that were originated under the SunTrust Loan Program. · Union Federal Savings Bank~~’s SunTrust~~ , dated March 26, 2007, for loans that were originated under the USFB Astrive Loan Program. · U.S. Bank National Association, dated May 1, 2005, for loans that were originated under the U.S Bank Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2007-3)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • ~~GMAC Bank~~First National Bank Northeast, dated ~~May 30, 2003, as amended on March~~ August 1, ~~2004, as amended on March 1, 2005~~2001, for loans that were originated under ~~GMAC Bank~~First National Bank Northeast’s ~~GMAC~~ CASL Undergraduate Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • National City Bank, dated July 26, 2002, for loans that were originated under National City Bank’s National City Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. • TCF National Bank, dated July 22, 2005, for loans that were originated under TCF National Bank’s Alternative Loan Program. • U.S. Bank, N.A., dated May 1, 2005, for loans that were originated under U.S Bank’s Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST ~~2005~~2006-3 1 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of ~~October 12~~March 9, ~~2005~~ 2006 Certificate No. ______ ~~Delaware~~ Wilmington Trust Company~~, National Association~~, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of ~~October 12~~March 9, ~~2005~~2006, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Trust Agreement (National Collegiate Student Loan Trust 2006-1)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between ~~The Education Resources Institute, Inc.~~ TERI and: • o Bank of ~~America~~Americx, ~~N.A.~~X.A., dated April 30, 2001, for loans that were originated under Bank of America’s 's BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • o Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s 's Direct to Consumer Loan Program. • o Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s 's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • o Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s 's M&T REFERRAL Loan Program ~~• Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. •~~ o Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s 's AES EducationGAIN Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's (AMS) TuitionPay Diploma Loan Program. • o Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s 's Brazos Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's CFS Direct to Consumer Loan Program. • o Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s 's Citibank Flexible Education Loan Program. • o Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s 's College Loan Corporation Loan Program. • o Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s 's Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's Education Assistance Services Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's ESF Alternative Loan Program. • o Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s 's Extra Credit II Loan Program (North Texas Higher Education). • o Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s 's M&I Alternative Loan Program. • o Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s 's National Education Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's Navy Federal Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's NextStudent Alternative Loan Program. ~~• Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. •~~ o Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s 's PNC Bank Resource Loan Program. • o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s 's SAF Alternative Loan Program. • o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s 's Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2004-1)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • · Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, ~~CEDU~~ XXXX Loan Program and ISLP Loan Program. • · Bank of America, N.A., dated June 30, 2006, for loans that were originated under Bank of America’s BAGEL Loan Program, XXXX Loan Program and ISLP Loan Program. · Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • · Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • · Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • · Charter One Bank, N.A., dated ~~May 15~~March 25, ~~2002~~2004, for loans that were originated under Charter One’s ~~(AMS) TuitionPay Diploma~~ Astrive and AstriveAlliance Education Loan Program. ~~• Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • · Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank ~~Flexible~~ Education Assistance Loan Program. • · Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. ~~• Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. •~~ · Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • · Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • · Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • · Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • · Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. ~~• Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. •~~ · Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • · Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • · Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • · Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan ~~Program and~~ Program, including the UPromise Alternative Loan Program, Collegiate Solutions Alternative Loan Program, College Board Alternative Loan Program, Axiom Alternative Loan Program~~. • Chase Manhattan Bank USA~~, ~~N.A., dated September 30, 2003, as amended on March 1, 2004~~ and ~~February 25, 2005, for loans that were originated under Chase’s Chase Extra~~ ThinkFinancial Alternative Loan Program. • · Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Alternative Loan Program, Compass Bank Alternative Loan Program, FinanSure Alternative Loan Program, Navy Federal Alternative Loan Program, and Xanthus Alternative Loan Program. • · Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island’s ~~DTC Alternative~~ Penn State Undergraduate Loan Program. ~~• Citizens~~ · First National Bank ~~of Rhode Island~~Northeast, dated ~~April 30~~August 1, ~~2004~~2001, for loans that were originated under ~~Citizens~~ First National Bank ~~of Rhode Island~~Northeast’s ~~Navy Federal Referral~~ CASL Undergraduate Alternative Loan Program. ~~• Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. •~~ · GMAC Bank, dated May 30, 2003~~, as amended on March 1, 2004, as amended on March 1, 2005~~, for loans that were originated under GMAC Bank’s ~~GMAC~~ Alternative Loan Program. • · HSBC Bank USA, National Association, dated April 17, 2002, ~~as amended on August 1, 2003 and May 14, 2004,~~ for loans that were originated under the HSBC Loan Program. • · The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • · JPMorgan Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program, EDUCATION ONE Loan Program, and Campus One Loan Program. · KeyBank, dated May 12, 2006, for loans that were originated under KeyBank’s Private Education Loan Program. · Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • · National City Bank, dated July 26, 2002, for loans that were originated under National City Bank’s National City Loan Program. · National City Bank, dated July 21, 2006, for loans that were originated under National City Bank’s Referral Loan Program, including the Astute Private Loan Program. · PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program~~. •~~ , Brazos Alternative Loan Program, Edvisors Alternative Loan Program, GE Money Bank Alternative Loan Prorgam, Old National Bank Alternative Loan Program, Regions Bank Alternative Loan Program, and Varsity Group Alternative Loan Program · Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • · SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, · TCF National ~~Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement~~Bank, dated ~~as of October 12~~July 22, 2005, ~~with The~~ for loans that were originated under TCF National ~~Collegiate Funding LLC and The Education Resources Institute~~Bank’s Alternative Loan Program. · U.S. Bank, ~~Inc.~~N.A., ~~on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”)~~dated May 1, ~~hereby certifies~~ 2005, for loans that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued were originated under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performanceU.S Bank’s Alternative Loan Program.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Funding LLC)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • First National Bank Northeast, dated August 1, 2001, as amended on October 25, 2002, for loans that were originated under First National Bank Northeast’s CASL Undergraduate Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 2 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of ~~October 12~~June 9, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of ~~October 12~~June 9, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an a _____% undivided beneficial interest ~~equal to the percentage listed on Schedule A to the Trust Agreement~~ in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Trust Agreement (National Collegiate Student Loan Trust 2005-2)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s Direct to Consumer Loan Program. • Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s M&T REFERRAL Loan Program • Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s AAA Southern New England Bank Loan Program. • Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s AES EducationGAIN Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s (AMS) TuitionPay Diploma Loan Program. • Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s Brazos Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s CFS Direct to Consumer Loan Program. • Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s Citibank Flexible Education Loan Program. • Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s College Loan Corporation Loan Program. • Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s Comerica Alternative Loan Program. • Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s Custom Educredit Loan Program. • Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s Education Assistance Services Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s ESF Alternative Loan Program. • Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s Extra Credit II Loan Program (North Texas Higher Education). • Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s M&I Alternative Loan Program. • Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s National Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s Navy Federal Alternative Loan Program. • Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s NextStudent Alternative Loan Program. • Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. • Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s PNC Bank Resource Loan Program. • Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s SAF Alternative Loan Program. • Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s Southwest Loan Program. • Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One’s START Education Loan Program. • Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s WAMU Alternative Student Loan Program. • Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. • Chase Manhattan Bank USA, N.A., dated September 30, 2003, as amended on March 1, 2004 and February 25, 2005, for loans that were originated under Chase’s Chase Extra Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Compass Bank Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s DTC Alternative Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Navy Federal Referral Loan Program. • Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island’s Xanthus Loan Program. • GMAC Bank, dated May 30, 2003, as amended on March 1, 2004, as amended on March 1, 2005, for loans that were originated under GMAC Bank’s GMAC Alternative Loan Program. • HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. • The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s Huntington Bank Education Loan Program. • Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s Alternative Loan Program. • National City Bank, dated July 26, 2002, for loans that were originated under National City Bank’s National City Loan Program. • PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s Alternative Conforming Loan Program. • Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. • SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.

Appears in 1 contract

Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-3)

Guaranty Agreements. Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between XXXX and: Each of the following Guaranty Agreements, as amended or supplemented, was entered into by and between The Education Resources Institute, Inc. and: • o Bank of America, N.A., dated April 30, 2001, for loans that were originated under Bank of America’s 's BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program. • o Bank of America, N.A., dated June 30, 2003, for loans that were originated under Bank of America’s 's Direct to Consumer Loan Program. • o Bank One, N.A., dated May 13, 2002, for loans that were originated under Bank One’s 's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program. • o Bank One, N.A., dated July 26, 2002, for loans that were originated under Bank One’s 's M&T REFERRAL Loan Program • o Charter One Bank, N.A., dated as of December 29, 2003 for loans that were originated under Charter One’s 's AAA Southern New England Bank Loan Program. • o Charter One Bank, N.A., dated October 31, 2003, for loans that were originated under Charter One’s 's AES EducationGAIN Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's (AMS) TuitionPay Diploma Loan Program. • o Charter One Bank, N.A., dated July 15, 2003, for loans that were originated under Charter One’s 's Brazos Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's CFS Direct to Consumer Loan Program. • o Charter One Bank, N.A., dated June 30, 2003, for loans that were originated under Charter One’s 's Citibank Flexible Education Loan Program. • o Charter One Bank, N.A., dated July 1, 2002, for loans that were originated under Charter One’s 's College Loan Corporation Loan Program. • o Charter One Bank, N.A., dated December 4, 2002, for loans that were originated under Charter One’s 's Comerica Alternative Loan Program. • o Charter One Bank, N.A., dated December 1, 2003, for loans that were originated under Charter One’s 's Custom Educredit Loan Program. ~~• Charter One Bank, N.A., dated May 10, 2004, for loans that were originated under Charter One’s Edfinancial Loan Program. •~~ o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's Education Assistance Services Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's ESF Alternative Loan Program. • o Charter One Bank, N.A., dated September 15, 2003, for loans that were originated under Charter One’s 's Extra Credit II Loan Program (North Texas Higher Education). • o Charter One Bank, N.A., dated September 20, 2003, for loans that were originated under Charter One’s 's M&I Alternative Loan Program. • o Charter One Bank, N.A., dated November 17, 2003, for loans that were originated under Charter One’s 's National Education Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's Navy Federal Alternative Loan Program. • o Charter One Bank, N.A., dated May 15, 2002, for loans that were originated under Charter One’s 's NextStudent Alternative Loan Program. ~~• Charter One Bank, N.A., dated March 26, 2004, for loans that were originated under Charter One’s NextStudent Private Consolidation Loan Program. •~~ 25 <PAGE> o Charter One Bank, N.A., dated March 17, 2003, for loans that were originated under Charter One’s 's PNC Bank Resource Loan Program. • o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One’s 's SAF Alternative Loan Program. • o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One’s 's Southwest Loan Program. • o Charter One Bank, N.A., dated March 25, 2004, for loans that were originated under Charter One~~’s START~~ 's Start Education Loan Program. • o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One’s 's WAMU Alternative Student Loan Program. ~~• Charter One Bank, N.A., dated February 15, 2005, for loans that were originated under Charter One’s Referral Loan Program and Axiom Alternative Loan Program. •~~ o Chase Manhattan Bank USA, N.A., dated September 30, 2003, ~~as amended on March 1, 2004 and February 25, 2005,~~ for loans that were originated under Chase’s 's Chase Extra Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s Compass Bank~~ 's DTC Alternative Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s DTC Alternative~~ 's Navy Federal Referral Loan Program. • o Citizens Bank of Rhode Island, dated April 30, 2004, for loans that were originated under Citizens Bank of Rhode Island~~’s Navy Federal Referral~~ 's Xanthus Loan Program. • o Citizens Bank of Rhode Island, dated ~~April 30~~October 1, ~~2004~~2002, for loans that were originated under Citizens Bank of Rhode Island~~’s Xanthus~~ 's Pennsylvania State University Undergraduate and Continuing Education Loan Program. • o GMAC Bank, dated May 30, 2003, ~~as amended on March 1, 2004, as amended on March 1, 2005,~~ for loans that were originated under GMAC Bank’s 's GMAC Alternative Loan Program. ~~• HSBC Bank USA, National Association, dated April 17, 2002, as amended on August 1, 2003 and May 14, 2004, for loans that were originated under the HSBC Loan Program. •~~ o The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank’s 's Huntington Bank Education Loan Program. • o Manufacturers and Traders Trust Company, dated April 29, 2004, for loans that were originated under Manufacturers and Traders Trust Company’s 's Alternative Loan Program. • o PNC Bank, N.A., dated April 22, 2004, for loans that were originated under PNC Bank’s 's Alternative Conforming Loan Program. ~~• Sovereign Bank, dated April 30, 2004, for loans that were originated under Sovereign Bank’s Alternative Loan Program. •~~ o SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank’s 's SunTrust Alternative Loan Program. EXHIBIT 1 FORM OF TRUST CERTIFICATE THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-3 TRUST CERTIFICATE THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR’S COMPLIANCE WITH SECTION 3.04(B) OF THE TRUST AGREEMENT. TRUST CERTIFICATE UNDER THE TRUST AGREEMENT, DATED as of October 12, 2005 Certificate No. ______ Delaware Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”) under the Trust Agreement, dated as of October 12, 2005, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an “Owner”) of beneficial interests in the trust created thereby (the “Trust Agreement”), hereby certifies that ______________ is the owner of an undivided beneficial interest equal to the percentage listed on Schedule A to the Trust Agreement in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement. Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 85% of the Percentage Interests in the Trust. In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Owner Trustee by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Owner Trustee shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee. The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees not to transfer this Trust Certificate except in accordance with the Trust Agreement. This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance26 <PAGE> III.

Appears in 1 contract

Samples: Deposit and Security Agreement

Common use of Guaranty Agreements Clause in Contracts