Common use of Ladies and Gentleman Clause in Contracts

Ladies and Gentleman. Pursuant to Section 1.6 of the Credit Agreement, the Borrowers hereby give notice of their request to have the interest rate on an outstanding [LIBOR] [Prime Rate] Loan which is in the amount of $[ ] made on [ ] [converted to] [continued as] a [Prime Rate] [LIBOR] Loan as of [ ]. [The Borrowers hereby further confirm their request that the Interest Period beginning on such date and applicable to such LIBOR Loan end [1], [2], [3], [6] months after such date, unless an earlier date is otherwise required by the Credit Agreement.] The representations and warranties contained in the Credit Agreement and the other Loan Documents are as of the date hereof and, on the date such Loan is made will be, true and accurate in all material respects (except to the extent affected by transactions occurring after the date of the Credit Agreement and permitted therein), with and without giving effect to the requested conversion or continuation (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and to the extent that such representations and warranties relate expressly to an earlier date). Each Borrower hereby further confirms that at the date hereof (i) the Borrowers have performed and complied with all covenants and conditions in the Credit Agreement to be performed or complied with by such Borrowers prior to the making of the requested conversion or continuation, (ii) no Default shall have occurred and be continuing or result from such conversion or continuation, and (iii) no event or circumstance has occurred which had or would be reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements delivered to the Lender. Executed as an instrument under seal as of the date first above written. THE FIRST MARBLEHEAD CORPORATION FIRST MARBLEHEAD DATA SERVICES, INC. FIRST MARBLEHEAD EDUCATION RESOURCES, INC. GATE HOLDINGS, INC. XXXX MARKETING SERVICES, INC. By:_______________________________ Duly authorized as to all EXHIBIT D TO LOAN AND SECURITY AGREEMENT FORM OF EXEMPTION CERTIFICATE Reference is made to the Loan and Security Agreement, dated as of [ ], 2003 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT") between THE FIRST MARBLEHEAD CORPORATION, FIRST MARBLEHEAD DATA SERVICES, INC., FIRST MARBLEHEAD EDUCATION RESOURCES, INC., GATE HOLDINGS, INC. and XXXX MARKETING SERVICES, INC. (each individually, a "BORROWER" and collectively, the "BORROWERS") and FLEET NATIONAL BANK (the "LENDER"). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. (the "NON -U.S. LENDER") is providing this certificate pursuant to Section 1.13(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

Ladies and Gentleman. Pursuant to Section 1.6 1.2 of the Credit Agreement, the Borrowers hereby give notice of their request to have the interest rate on an outstanding [LIBOR] [Prime Rate] for a Revolving Loan which is in the amount of $[ ] to be made on [ ] [converted to] [continued as] a [Prime Rate] [LIBOR] Loan as of [ ]. [The Borrowers hereby further confirm their request that the Interest Period beginning on such date and applicable to such LIBOR Loan end [1], [2], [3], [6] months after such date, unless an earlier date is otherwise required by the Credit Agreement.] The representations and warranties contained in the Credit Agreement and the other Loan Documents are as of the date hereof and, on the date [each] such Revolving Loan is made will be, true and accurate in all material respects (except to the extent affected by transactions occurring after the date of the Credit Agreement and permitted therein)respects, with and without giving effect to the requested conversion or continuation Revolving Loan[s] and the application of the proceeds thereof (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and to the extent that such representations and warranties relate expressly to an earlier date). Each Borrower hereby further confirms that at the date hereof (i) the Borrowers have performed and complied with all covenants and conditions in the Credit Agreement to be performed or complied with by such Borrowers prior to the making of the requested conversion or continuationRevolving Loan[s], (ii) no Default shall have occurred and be continuing or result from such conversion or continuationRevolving Loan[s], and (iii) no event or circumstance has occurred which had or would be reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements delivered to the Lender. Executed as an instrument under seal as of the date first above written. THE FIRST MARBLEHEAD CORPORATION FIRST MARBLEHEAD DATA SERVICES, INC. FIRST MARBLEHEAD EDUCATION RESOURCES, INC. GATE HOLDINGS, INC. XXXX MARKETING SERVICES, INC. By:_______________________________ Duly authorized as to all By:_______________________________ Duly authorized as to all EXHIBIT D C TO LOAN AND SECURITY AGREEMENT FORM OF EXEMPTION CERTIFICATE Reference is made to the INTEREST RATE OPTION NOTICE ______________, ______ Fleet National Bank 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Re: Loan and Security Agreement, Agreement dated as of [ ], 2003 (as amended, supplemented amended or otherwise modified extended from time to time, the "CREDIT AGREEMENT") between THE FIRST MARBLEHEAD CORPORATIONamong The First Marblehead Corporation, FIRST MARBLEHEAD DATA SERVICESFirst Marblehead Data Services, INC.Inc., FIRST MARBLEHEAD EDUCATION RESOURCESFirst Marblehead Education Resources, INC.Inc., GATE HOLDINGSGate Holdings, INC. Inc. and XXXX MARKETING SERVICESMarketing Services, INC. Inc. (each individually, a "BORROWER" and collectively, the "BORROWERS") and FLEET NATIONAL BANK Fleet National Bank (the "LENDER"). (Capitalized terms used herein that are not defined herein shall have the meanings ascribed assigned to them in the Credit Agreement. (the "NON -U.S. LENDER") is providing this certificate pursuant to Section 1.13(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:.)

Ladies and Gentleman. Pursuant to Section 1.6 2.5 of the Credit Agreement, the Borrowers hereby give notice of confirm their request made on ________________ to have the interest rate on an outstanding [LIBOREurodollar] [Prime Base Rate] Loan which is in the amount of $[ ] ___________________ made on [ ] _______________ [converted to] [continued as] a [Prime Base Rate] [LIBOREurodollar] Loan as of [ ]__________________. [The Borrowers hereby further confirm their request that the Interest Period beginning on such date and applicable to such LIBOR Eurodollar Loan end [1], [2], [3], [6one/two/three/six] months after such date, unless an earlier date is otherwise required by the Credit Agreement.] The Borrowers hereby further confirm that the representations and warranties contained in the Credit Agreement and the other Loan Documents are as of the date hereof and, on the date such Loan is made will be, true and accurate in all material respects (except to the extent affected by transactions occurring after the date of the Credit Agreement and permitted therein), with and without giving effect to the requested conversion or continuation (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement Loan and the other Loan Documents and to the extent that such representations and warranties relate expressly to an earlier date)application of proceeds thereof. Each Borrower The Borrowers hereby further confirms confirm that at the date hereof (i) the Borrowers and their Subsidiaries have performed and complied with all covenants and conditions in the Credit Agreement to be performed or complied with by such Borrowers them prior to the making of the requested conversion or continuationLoan, (ii) no Default shall have has occurred and be is continuing or will result from such conversion or continuationLoan, and (iii) there has been no event material adverse change in the business, assets, condition (financial or circumstance has occurred which had otherwise), or would be reasonably likely to have a Material Adverse Effect prospects of any Borrower since the date of the most recent audited financial statements delivered to the LenderCredit Agreement. Executed as an instrument under seal as of the date first above written. THE FIRST MARBLEHEAD CORPORATION FIRST MARBLEHEAD DATA SERVICESSTAR BUFFET, INC. FIRST MARBLEHEAD EDUCATION RESOURCESSUMMIT FAMILY RESTAURANTS, INC. GATE HOLDINGSHTB RESTAURANTS, INC. XXXX MARKETING SERVICESNORTHSTAR BUFFET, INC. STAR BUFFET MANAGEMENT, INC. By:: ----------------------------------- Duly authorized signatory as to all EXHIBIT 6.1 COVENANT COMPLIANCE REPORT The undersigned ______________________, [Chief Financial Officer/ Controller] of STAR BUFFET, INC. and its Subsidiaries (collectively, the "Borrowers"), HEREBY CERTIFIES that: This Report is furnished pursuant to Section 6.1 of the Credit Agreement dated as of October 23, 1998 by and among the Borrowers, the Lenders party thereto, BankBoston, N.A., as Agent for the Lenders and BancBoston Robexxxxx Xxxpxxxx Xxxurities, Inc., as Syndication Agent for the Lenders, as amended, restated, renewed, replaced, supplemented or otherwise modified from time to time (the "Credit Agreement"). Unless otherwise defined herein, the terms used in this Report have the meanings assigned to them in the Credit Agreement. As required by Section 6.1[(a)][(b)] of the Credit Agreement, the financial statements of the Borrowers for the [year/quarter] ended , (the "Financial Statements"), prepared in accordance with GAAP, accompany this Report. The Financial Statements present fairly the financial position of the Borrowers and their Subsidiaries as at the date thereof and their results of operations for the period covered thereby [(subject only to normal year-end adjustments)]. Based on the Financial Statements provided with this Report [and with the Reports previously furnished for the quarters ended and , ____], the figures set forth in Schedule A hereto for determining compliance with the financial covenants contained in Article V of the Credit Agreement for the applicable reporting periods are accurate. The activities of the Borrowers and their Subsidiaries and such Professional Corporations during the period through the date of this certificate have been reviewed by the undersigned, as [Chief Financial Officer/Controller] of the Borrowers, or by employees or agents under the undersigned's supervision. Based on such review, to the best knowledge and belief of the undersigned, as of the date of this Report, no Default has occurred and is continuing, except as follows ______________________________________________________________________ Duly authorized as ______________________________________________________________________________ [give a description in reasonable detail of each such Default and the actions being taken or proposed to all EXHIBIT D TO LOAN AND SECURITY AGREEMENT FORM OF EXEMPTION CERTIFICATE Reference is made to the Loan and Security Agreementbe taken with respect thereto, dated as of [ or insert "None" if appropriate], 2003 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT") between THE FIRST MARBLEHEAD CORPORATION, FIRST MARBLEHEAD DATA SERVICES, INC., FIRST MARBLEHEAD EDUCATION RESOURCES, INC., GATE HOLDINGS, INC. and XXXX MARKETING SERVICES, INC. (each individually, a "BORROWER" and collectively, the "BORROWERS") and FLEET NATIONAL BANK (the "LENDER"). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. (the "NON -U.S. LENDER") is providing this certificate pursuant to Section 1.13(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that: