THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3 TRUST AGREEMENT Among WILMINGTON TRUST COMPANY as OWNER TRUSTEE and THE NATIONAL COLLEGIATE FUNDING LLC and THE EDUCATION RESOURCES INSTITUTE, INC. as OWNERS Dated as of September 28, 2006Trust Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
TRUST AGREEMENT, dated as of September 28, 2006, among The National Collegiate Funding LLC, a Delaware limited liability company (the “Depositor”), The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws, and Wilmington Trust Company, a Delaware banking corporation (the “Owner Trustee”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of September 28, 2006 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”), THE NATIONAL COLLEGIATE FUNDING LLC, a Delaware limited liability company (the “Depositor”) and FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the “Administrator”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of September 28, 2006, between The National Collegiate Student Loan Trust 2006-3, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
GUARANTY AGREEMENT between THE EDUCATION RESOURCES INSTITUTE, INC. and CHARTER ONE BANK, N.A.Guaranty Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • Massachusetts
This Guaranty Agreement (this “Agreement”) is made as of this 25th day of March, 2004, by and between The Education Resources Institute, Inc. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116, and Charter One Bank, N.A., (the “LENDER”), a national banking association organized under the laws of the United States and having a place of business located at 1215 Superior Avenue, Cleveland, Ohio 44114, and a student loan department located at 833 Broadway, Albany, NY 12207.
CHARTER ONE BANK, N.A.Pool Supplement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of each of the Note Purchase Agreements (the “Agreements”) set forth on Schedule 1 attached hereto, each as amended or supplemented from the date of execution of the Agreement through the date of this Supplement, by and between The First Marblehead Corporation (“FMC”) and Charter One Bank, N.A. (the “Program Lender”). This Supplement is dated as of September 28, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
BANK ONE, N.A.Pool Supplement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain (i) Amended and Restated Note Purchase Agreement dated as of May 1, 2002 and (ii) Amended and Restated Note Purchase Agreement dated as of July 26, 2002, each as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (together, the “Agreement”), by and between The First Marblehead Corporation (“FMC”) and Bank One, N.A. (Columbus, Ohio) by its successor by merger, JPMorgan Chase Bank, N.A. (the “Program Lender”). This Supplement is dated as of September 28, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
NOTE PURCHASE AGREEMENT TERI-GUARANTEED START EDUCATION LOAN PROGRAM CHARTER ONE BANK, N.A.Note Purchase Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • Massachusetts
This Note Purchase Agreement, by and between Charter One Bank, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, Ohio 44114, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 (“FMC”), is made as of March 25 2004;
AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND THE FIRST MARBLEHEAD CORPORATIONPrivate Student Loan Servicing Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • Pennsylvania
THIS AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT (this “Agreement”) is made and dated as of September 28, 2006 (the “Effective Date”), by and between the Pennsylvania Higher Education Assistance Agency (d/b/a American Education Services), a public corporation and governmental instrumentality organized under the laws of the Commonwealth of Pennsylvania, 1200 North Seventh Street, Harrisburg, Pennsylvania 17102 ("Servicer"), and The First Marblehead Corporation, having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”), and amends and restates that certain Alternative Servicing Agreement between Servicer and FMC dated as of October 16, 2001 (“Old Servicing Agreement”).
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.Pool Supplement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain Amended and Restated Note Purchase Agreement dated as of April 1, 2006, as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (together, the “Agreement”), by and between The First Marblehead Corporation and Bank of America, N.A. (the “Program Lender”). This Supplement is dated as of September 28, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
SERVICER CONSENT LETTERServicing Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
Reference is hereby made to the Amended and Restated Private Student Loan Servicing Agreement, dated September 28, 2006 (the “Servicing Agreement”), by and between the Pennsylvania Higher Education Assistance Agency (the “Servicer”) and The First Marblehead Corporation (“FMC”), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows:
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3Deposit and Security Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of September 28, 2006, by and among THE EDUCATION RESOURCES INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, Boston, Massachusetts 02116 (“TERI”), FIRST MARBLEHEAD DATA SERVICES, INC., a corporation organized under the laws of the Commonwealth of Massachusetts with its principal place of business at 800 Boylston - 34th Floor, Boston, Massachusetts 02199 (the “Administrator”), and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, in its capacity as owner (in such capacity, the “Owner”).
September 28, 2006 Corporate Trust Services-SFS One Federal Street, 3rd Floor Boston, Massachusetts 02110 Wilmington Trust CompanyBack-Up Administration Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3Deposit and Sale Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of September 28, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2006-3, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
LIQUIDITY NOTE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3 as Issuer and UBS AG, Stamford branch as Initial Holder Dated as of September 28, 2006Liquidity Note Agreement • October 13th, 2006 • National Collegiate Student Loan Trust 2006-3 • Asset-backed securities • New York
LIQUIDITY NOTE AGREEMENT (this “Agreement”), dated as of September ___, 2006, by and between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, a Delaware statutory trust, as issuer (the “Issuer”) of the liquidity note (the “Liquidity Note”) issued hereunder, and UBS AG, Stamford branch, incorporated and domiciled in Switzerland and operating under Swiss Company Law and Swiss Federal Banking Law as an Aktiengesellschaft, acting through UBS AG, Stamford branch (“UBS AG”), as the initial holder of the Liquidity Note.
