THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3 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 20, 2007Trust Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities
TRUST AGREEMENT, dated as of September 20, 2007, 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 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of September 20, 2007 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3, 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”).
BROKER-DEALER AGREEMENT Dated September 20, 2007 among THE BANK OF NEW YORK, as Auction Agent and BANC OF AMERICA SECURITIES LLC, as Broker-Dealer and FIRST MARBLEHEAD DATA SERVICES, INC. relating to THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3...Broker-Dealer Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
THIS BROKER-DEALER AGREEMENT, dated September 20, 2007, among (i) THE BANK OF NEW YORK (the “Auction Agent”), a New York banking corporation, not in its individual capacity but solely as agent of U.S. Bank National Association (the “Trustee”), pursuant to authority granted to the Auction Agent in the Auction Agreement, dated September 20, 2007 (the “Auction Agreement”), between the Trustee and the Auction Agent and acknowledged by the Corporation, as hereinafter defined; (ii) BANC OF AMERICA SECURITIES LLC, a Delaware limited liability corporation (“BD”); and (iii) FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the “Corporation”).
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BANK OF AMERICA SCHOOL CHANNEL LOAN PROGRAMSNote Purchase Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • California
This Amended and Restated Note Purchase Agreement (this “Agreement”), by and between BANK OF AMERICA, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a place of business located at 600 Wilshire Blvd., Los Angeles, California 90017, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 (“FMC”), is made and dated as of June 30, 2006;
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3Deposit and Sale Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of September 20, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2007-3, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
INSURANCE AND INDEMNITY AGREEMENT by and among: THE FIRST MARBLEHEAD CORPORATION and FIRST MARBLEHEAD DATA SERVICES, INC., as Administrator and as Indenture Trustee and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3, as Issuer and AMBAC ASSURANCE...Insurance and Indemnity Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
INSURANCE AND INDEMNITY AGREEMENT, dated as of September 20, 2007 by and among The First Marblehead Corporation, a Delaware corporation, First Marblehead Data Services, Inc., a Massachusetts corporation, as administrator (in such capacity, and together with any successor thereto in such capacity, the “Administrator”), U.S. Bank National Association, as indenture trustee (in such capacity, and together with any successor thereto in such capacity, the “Indenture Trustee”), The National Collegiate Student Loan Trust 2007-3, a Delaware statutory trust (the “Issuer”), and AMBAC ASSURANCE CORPORATION (the “Note Insurer”).
September 20, 2007Back-Up Administration Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3Deposit and Security Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of September 20, 2007, 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 2007-3, in its capacity as owner (in such capacity, the “Owner”).
AUCTION AGREEMENT between as Trustee and THE BANK OF NEW YORK as Auction Agent Dated as of September 20, 2007 Relating to THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3 Student Loan Asset Backed Notes Consisting of Class A-2-AR-1 Notes, Class...Auction Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
This AUCTION AGREEMENT, dated as of September 20, 2007 (this “Agreement”), between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”) pursuant to the Indenture dated as of September 20, 2007 (the “Indenture”), between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3, a Delaware statutory Issuer (the “Issuer”), and the Trustee, and THE BANK OF NEW YORK, a New York banking corporation, as auction agent (together with its successors and assigns, the “Auction Agent”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-3, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
POOL SUPPLEMENT JPMORGAN CHASE BANK, N.A.Note Purchase Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • 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 May 1, 2002, as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (the “Agreement”), by and between The First Marblehead Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A. (Columbus, Ohio) (the “Program Lender”). This Supplement is dated as of September 20, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Asterisks Denote Omissions.Note Purchase Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • 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 20, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
POOL SUPPLEMENT RBS CITIZENS, N.A. (SUCCESSOR TO CHARTER ONE BANK, N.A.)Pool Supplement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • 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 and RBS Citizens, N.A., successor by merger to Charter One Bank, N.A. (the “Program Lender”). This Supplement is dated as of September 20, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
NOTE PURCHASE AGREEMENT UFSB ASTRIVE LOAN PROGRAM UNION FEDERAL SAVINGS BANKNote Purchase Agreement • October 5th, 2007 • National Collegiate Student Loan Trust 2007-3 • Asset-backed securities • Massachusetts
This Note Purchase Agreement, by and between UNION FEDERAL SAVINGS BANK (“Program Lender”), a federal savings bank organized under the laws of the United States and having a principal office located at 1565 Mineral Spring Avenue, North Providence, RI 02904, 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 26, 2007;
