DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-4
EXHIBIT
99.4
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
2007-4, as purchaser (the “Purchaser”), shall be effective upon execution
by the parties hereto.
WHEREAS,
the Seller is the owner of certain student loans; and
WHEREAS,
the Seller desires to sell its interest in such student loans and the Purchaser
desires to purchase such loans from the Seller.
NOW,
THEREFORE, in connection with the mutual promises contained herein, the parties
hereto agree as follows:
ARTICLE
I
TERMS
This
Sale
Agreement sets forth the terms under which the Seller is selling and the
Purchaser is purchasing the student loans listed on Schedule 1 or Schedule
2 to
each of the Pool Supplements set forth on Schedule A attached hereto (the
“Transferred Student Loans”).
ARTICLE
II
DEFINITIONS
Capitalized
terms used but not otherwise defined herein shall have the definitions set
forth
in Appendix A of the Indenture dated as of September 1, 2007 between U.S. Bank
National Association (the “Indenture Trustee”) and the
Purchaser.
ARTICLE
III
SALE
AND PURCHASE
Section
3.01. Sale
of Loans. The Seller hereby sells and the Purchaser hereby
purchases the Transferred Student Loans.
Section
3.02. Assignment
of Rights. The Seller hereby assigns to the Purchaser and the
Purchaser hereby accepts all of the Seller’s rights and interests under each of
the Pool Supplements listed on Schedule A attached hereto and the related
Student Loan Purchase Agreements listed on Schedule B attached
hereto.
Section
3.03. Settlement
of the Payment. The Purchaser shall pay the Seller the purchase
price set forth in Article 2 of each of the Pool Supplements by wire transfer
in
immediately available funds to the account specified by the Seller.
Section
3.04. Assistance
by Seller. Following the execution of this Sale Agreement, the
Seller shall provide any reasonable assistance requested by the Purchaser in
determining that all required documentation on the Transferred Student Loans
is
present and correct.
ARTICLE
IV
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER
Section
4.01. General. The
Seller represents and warrants to the Purchaser that as of the date of this
Sale
Agreement:
(a) The
Seller is duly organized and existing under the laws of the State of Delaware;
and
(b) The
Seller has all requisite power and authority to enter into and to perform the
terms of this Sale Agreement.
Section
4.02. Loan
Representations. The Seller represents and warrants to the
Purchaser that with respect to each Transferred Student Loan purchased by the
Purchaser pursuant to this Sale Agreement, the Seller is making the same
representations and warranties made by the respective program lender with
respect to each Transferred Student Loan pursuant to the respective Student
Loan
Purchase Agreement listed on Schedule B attached hereto.
Section
4.03. Covenants. The
Seller, in its capacity as purchaser of the Transferred Student Loans pursuant
to the Pool Supplements, hereby covenants that it will enforce the covenants
and
agreements of each program lender in the respective Student Loan Purchase
Agreement and related Pool Supplement. The Seller further covenants
that it will not waive, amend, modify, supplement or terminate any Student
Loan
Purchase Agreement or Pool Supplement or any provision thereof without the
consent of the Purchaser, which consent the Purchaser hereby agrees not to
provide without the prior written consent of the Indenture Trustee and the
Controlling Party in accordance with the Purchaser’s covenant in Section 3.07(c)
of the Indenture.
ARTICLE
V
PURCHASE
OF LOANS; REIMBURSEMENT
Each
party to this Sale Agreement shall give notice to the other such parties and
to
the Servicers, First Marblehead Data Services, Inc., the Indenture Trustee
and
Wilmington Trust Company (the
“Owner Trustee”) promptly, in
writing, upon the discovery of any breach of the Seller’s representations and
warranties made pursuant to this Sale Agreement which has a materially adverse
effect on the interest of the Purchaser in any Transferred Student
Loan. In the event of such a material breach, the Seller shall cure
or repurchase the Transferred Student Loan in accordance with the remedies
set
forth in the respective Student Loan Purchase Agreement.
ARTICLE
VI
LIABILITY
OF SELLER; INDEMNITIES
The
Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this Sale
Agreement.
(a) The
Seller shall indemnify, defend and hold harmless the Purchaser and the
Owner Trustee in its individual capacity and their
officers, directors, employees and agents from and against any taxes that may
at
any time be asserted against any such Person with respect to the transactions
contemplated herein and in the other Basic Documents (except any such income
taxes arising out of fees paid to the Owner Trustee), including any sales,
gross
receipts, general corporation, tangible and intangible personal property,
privilege or license taxes and costs and expenses in defending against the
same.
(b) The
Seller shall indemnify, defend and hold harmless the Purchaser and the Owner
Trustee in its individual capacity and their officers, directors, employees
and
agents from and against any and all costs, expenses, losses, claims, damages
and
liabilities arising out of, or imposed upon such Person through, the Seller’s
willful misfeasance, bad faith or gross negligence in the performance of its
duties under this Sale Agreement, or by reason of reckless disregard of its
obligations and duties under this Sale Agreement.
Indemnification
under this Section shall survive the termination of this Sale Agreement and
shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or for the benefit of whom such
payments are made thereafter shall collect any of such amounts from others,
such
Person shall promptly repay such amounts to the Seller, without
interest.
ARTICLE
VII
MERGER
OR CONSOLIDATION OF, OR ASSUMPTION
OF
THE OBLIGATIONS OF, SELLER
Any
Person (a) into which the Seller may be merged or consolidated, (b) which may
result from any merger or consolidation to which the Seller shall be a party
or
(c) which may succeed to the properties and assets of the Seller substantially
as a whole, shall be the successor to the Seller without the execution or filing
of any document or any further act by any of the parties to this Sale Agreement;
provided, however, that the Seller hereby covenants that it will
not consummate any of the foregoing transactions except upon satisfaction of
the
following: (i) the surviving Person, if other than the Seller,
executes an agreement of assumption to perform every obligation of the Seller
under this Sale Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to this Sale Agreement
shall have been breached, (iii) the surviving Person, if other than the Seller,
shall have delivered an Officers’ Certificate and an opinion of counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Sale Agreement relating to such transaction have been
complied with, and that the Rating Agency Condition shall have been satisfied
with respect to such transaction and, so long as any of the Notes are
outstanding or any amounts are owed to the Note Insurer, the consent of the
Note
Insurer, (iv) if the Seller is not the surviving entity, such transaction will
not result in a material adverse federal or state tax consequence to the
Purchaser or the Noteholders, and (v) if the Seller is not the surviving entity,
the Seller shall have delivered an opinion of counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Purchaser in the
Transferred Student Loans and reciting the details of such filings, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interests.
ARTICLE
VIII
LIMITATION
ON LIABILITY OF SELLER AND OTHERS
The
Seller and any director or officer or employee or agent thereof may rely in
good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder (provided that such reliance shall not limit in any way the Seller’s
obligations under this Sale Agreement). The Seller shall not be under
any obligation to appear in, prosecute or defend any legal action that shall
not
be incidental to its obligations under this Sale Agreement or the Student Loan
Purchase Agreements, and that in its opinion may involve it in any expense
or
liability.
ARTICLE
IX
SURVIVAL
OF COVENANTS
All
covenants, agreements, representations and warranties made herein shall survive
the consummation of the purchase of the Transferred Student Loans;
provided, however, that to the extent any of the same relate to a
corresponding covenant, agreement, representation or warranty contained in
a
Student Loan Purchase Agreement, the same shall survive to the extent that
such
corresponding covenant, agreement, representation or warranty survives the
applicable Student Loan Purchase Agreement. All covenants,
agreements, representations and warranties made or furnished pursuant hereto
by
or for the benefit of the Seller (including without limitation, under Article
VI) shall bind and inure to the benefit of any successors or assigns of the
Purchaser, including the Indenture Trustee. This Sale Agreement may
be changed, modified or discharged, and any rights or obligations hereunder
may
be waived, only by a written instrument signed by a duly authorized officer
of
the party against whom enforcement of any such waiver, change, modification
or
discharge is sought. The waiver by the Indenture Trustee, at the
direction of the Controlling Party or otherwise pursuant to the Indenture,
of
any covenant, agreement, representation or warranty required to be made or
furnished by the Seller or the waiver by the Indenture Trustee, at the direction
of the Controlling Party or otherwise pursuant to the Indenture, of any
provision herein contained shall not be deemed to be a waiver of any breach
of
any other covenant, agreement, representation, warranty or provision herein
contained, nor shall any waiver or any custom or practice which may evolve
between the parties in the administration of the terms hereof, be construed
to
lessen the right of the Indenture Trustee, at the direction of the Controlling
Party pursuant to the Indenture, to insist upon the performance by the Seller
in
strict accordance with said terms.
ARTICLE
X
COMMUNICATION
AND NOTICE REQUIREMENTS
All
communications, notices and approvals provided for hereunder shall be in writing
and mailed or delivered to the Seller or the Purchaser, as the case may
be. Notice given in any such communication, mailed to the Seller or
the Purchaser by appropriately addressed registered mail, shall be deemed to
have been given on the day following the date of such mailing and shall be
addressed as follows:
If
to the
Purchaser, to:
c/o
Wilmington Trust Company, as Owner Trustee
Xxxxxx
Square North
000
Xxxxx
Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
Attention: Corporate
Trust Department
If
to the
Seller, to:
The
National Collegiate Funding LLC
c/o
First
Marblehead Data Services, Inc.
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx,
XX 00000-0000
Attention: Xx.
Xxxxxxx Xxxxxxxxxxx
with
a
copy to:
First
Marblehead Corporation
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Corporate Law Department
or
to
such other address as either party shall have provided to the other parties
in
writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand delivered to the address of such party as provided above.
ARTICLE
XI
AMENDMENT
This
Sale
Agreement may be amended by the parties hereto with the consent of the Note
Insurer, but without the consent of the Noteholders, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Sale Agreement or of modifying in any manner the rights of such
Noteholders; providedthat such action will not, in the opinion of
counsel reasonably satisfactory to the Indenture Trustee, materially affect
the
interest of any such Noteholder.
In
addition, this Sale Agreement may also be amended from time to time by the
Seller and the Purchaser, with the consent of the Noteholders of the Notes
evidencing a majority of the Outstanding Amount of the Notes and the consent
of
the Certificateholders of the Certificates evidencing a majority of the
percentage interest in the Certificates and, so long as any of the Notes are
outstanding or any amounts are owed to the Note Insurer, the consent of the
Note
Insurer, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Sale Agreement or of modifying
in
any manner the rights of the Noteholders or the Certificateholders,
respectively; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
time
of, collections of payments with respect to Transferred Student Loans or
distributions that shall be required to be made for the benefit of the
Noteholders, or (b) reduce the aforesaid percentage of the Outstanding Amount
of
the Notes or the Certificates, the Noteholders or the Certificateholders of
which are required to consent to any such amendment, without the consent of
all
outstanding Noteholders or Certificateholders, respectively.
Promptly
after the execution of any such amendment or consent (or, in the case of the
Rating Agencies, five Business Days prior thereto), the Purchaser shall furnish
written notification of the substance of such amendment or consent to the
Indenture Trustee, the Note Insurer and each of the Rating
Agencies.
It
shall
not be necessary for the consent of Noteholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof.
Prior
to
the execution of any amendment to this Sale Agreement, the Owner Trustee shall
be entitled to receive and rely upon an opinion of counsel stating that
execution of such amendment is authorized or permitted by this Sale
Agreement. The Owner Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Owner Trustee’s own rights,
duties or immunities under this Sale Agreement or otherwise.
ARTICLE
XII
ASSIGNMENT
The
Seller hereby assigns its entire right, title and interest as purchaser under
this Sale Agreement and each Student Loan Purchase Agreement to the Purchaser
as
of the date hereof and acknowledges that the Purchaser will assign the same,
together with the right, title and interest of the Purchaser hereunder, to
the
Indenture Trustee under the Indenture.
ARTICLE
XIII
THIRD
PARTY BENEFICIARY
The
Noteholders and the Note Insurer
are third party beneficiaries hereof.
ARTICLE
XIV
GOVERNING
LAW
THIS
SALE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
ARTICLE
XV
LIMITATION
OF LIABILITY OF OWNER TRUSTEE
Notwithstanding
anything contained herein to the contrary, this instrument has been executed
by
Wilmington Trust Company, not in its individual capacity but solely in its
capacity as Owner Trustee of the Purchaser, and in no event shall Wilmington
Trust Company in its individual capacity or any beneficial owner of the
Purchaser have any liability for the representations, warranties, covenants,
agreements or other obligations of the Purchaser hereunder, as to all of which
recourse shall be had solely to the assets of the Purchaser. For all
purposes of this Sale Agreement, in the performance of any duties or obligations
of the Purchaser hereunder, the Owner Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Articles VIII, IX and X of
the
Trust Agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Sale Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
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THE
NATIONAL COLLEGIATE FUNDING LLC,
as
Seller
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By:
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GATE
Holdings, Inc., Member
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By:
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/s/
Xxxx X. Xxxxxxxxx
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Name:
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Xxxx
X. Xxxxxxxxx
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Title:
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Vice
President
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THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-4, as
Purchaser
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By:
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Wilmington
Trust Company, not in its individual capacity but solely as Owner
Trustee
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By:
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/s/
Xxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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SCHEDULE
A
Pool
Supplements
Each
of
the following Pool Supplements was entered into by and among The First
Marblehead Corporation, The National Collegiate Funding LLC and:
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·
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Bank
of America, N.A., dated September 20, 2007, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
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·
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Bank
of America, N.A., dated September 20, 2007, for loans that were originated
under Bank of America’s Private Loan Program, XXXX (School Channel) Loan
Program and XXXX ISLP Loan Program.
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·
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RBS
Citizens, N.A., successor by merger to Charter One Bank, N.A., dated
September 20, 2007, for loans that were originated under the following
Charter One programs: AAA Southern New England Bank, AES EducationGAIN
Loan Program, Citibank Education Assistance Loan Program, College
Loan
Corporation Loan Program, National Education Loan Program, NextStudent
Alternative Loan Program, Astrive Education (f/k/a START) Loan Program,
AstriveAlliance Education (f/k/a START) Loan Program, 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, American Student Loan
Services Private Loan Program, nBuy Private Loan Program and
ThinkFinancial Alternative Loan
Program.
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·
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RBS
Citizens, N.A., successor by merger to Citizens Bank of Rhode Island,
dated September 20, 2007, for loans that were originated under Citizens
Bank of Rhode Island’s Alternative Loan Program, ISLP Loan Program,
Compass Bank Loan Program, Navy Federal Alternative Loan Program,
FinanSure Alternative Loan Program, Xanthus Alternative Loan Program
and
Penn State Undergraduate Loan
Program.
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·
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Comerica
Bank, dated September 20, 2007, for loans that were originated under
Comerica Bank’s Private Loan
Program.
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·
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HSBC
Bank USA, National Association, dated September 20, 2007, for loans
that
were originated under the HSBC Loan
Program.
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·
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The
Huntington National Bank, dated September 20, 2007, for loans that
were
originated under the Huntington Education Loan
Program.
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·
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InsurBanc,
dated September 20, 2007, for loans that were originated under the
InsurBanc Loan Program.
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·
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JPMorgan
Chase Bank, N.A. (successor to Bank One, N.A.) dated September 20,
2007,
for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
Program, EDUCATION ONE Loan Program, and Campus One Loan
Program.
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·
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KeyBank
National Association, dated September 20, 2007, for loans that were
originated under KeyBank’s Private Education Loan
Program.
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·
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Manufacturers
and Traders Trust Company, dated September 20, 2007, for loans that
were
originated under the M&T Alternative Loan
Program.
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·
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National
City Bank, dated September 20, 2007, for loans that were originated
under
the National City Loan Program.
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·
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National
City Bank, dated September 20, 2007, for loans that were originated
under
the National City Bank Referral Loan Program, including the Astute
Private
Loan Program and Student Lending Works Private Loan
Program.
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·
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PNC
Bank, N.A., dated September 20, 2007, for loans that were originated
under
PNC Bank’s PNC Bank Alternative 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.
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·
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Sovereign
Bank, dated September 20, 2007, for loans that were originated under
Sovereign Bank’s Alternative Student Loan
Program.
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·
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SunTrust
Bank, dated September 20, 2007, for loans that were originated under
the
SunTrust Loan Program.
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·
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TCF
National Bank, dated September 20, 2007, for loans that were originated
under the TCF National Bank Alternative Loan
Program.
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·
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Union
Federal Savings Bank, dated September 20, 2007, for loans that were
originated under the UFSB Astrive Loan
Program.
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SCHEDULE
B
Note
Purchase Agreements
Each
of
the Note Purchase Agreements, as amended or supplemented, was entered into
by
and between The First Marblehead Corporation and:
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·
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Bank
of America, N.A., dated April 30, 2001, for loans that were originated
under Bank of America’s Private Loan Program, XXXX School Channel Loan
Program and ISLP Loan Program.
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·
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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 ISLP Loan Program.
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·
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Bank
of America, N.A., dated April 1, 2006, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
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·
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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.
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·
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Charter
One Bank, N.A., dated October 31, 2003, for loans that were originated
under Charter One’s AES EducationGAIN Loan
Program.
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·
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Charter
One Bank, N.A., dated June 30, 2003, for loans that were originated
under
Charter One’s Citibank Education Assistance Loan
Program.
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·
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Charter
One Bank, N.A., dated July 1, 2002, for loans that were originated
under
Charter One’s College Loan Corporation Loan
Program.
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·
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Charter
One Bank, N.A., dated November 17, 2003, for loans that were originated
under Charter One’s National Education Loan
Program.
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·
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Charter
One Bank, N.A., dated May 15, 2002, for loans that were originated
under
Charter One’s NextStudent Alternative Loan
Program.
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·
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Charter
One Bank, N.A., dated March 25, 2004, for loans that were originated
under
Charter One’s Astrive and AstriveAlliance Education (f/k/a START) Loan
Programs.
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·
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Charter
One Bank, N.A., dated February 15, 2005, for loans that were originated
under Charter One’s Referral Loan Program (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,
American Student Loan Services Private Loan Program, nBuy Private
Loan
Program, and ThinkFinancial Alternative Loan
Program).
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·
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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 Loan Program, FinanSure Alternative Loan Program,
Navy Federal Alternative Loan Program, and Xanthus Alternative Loan
Program.
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·
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Citizens
Bank of Rhode Island, dated October 1, 2002, for loans that were
originated under Citizens Bank of Rhode Island’s Penn State Undergraduate
Loan Program.
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·
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Comerica
Bank, dated June 30, 2006, for loans that were originated under Comerica
Bank’s Private Loan Program.
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·
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HSBC
Bank USA, National Association, dated April 17, 2002, as amended
on June
2, 2003 and August 1, 2003, for loans that were originated under
the HSBC
Loan Program.
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·
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The
Huntington National Bank, dated May 20, 2003, for loans that were
originated under the Huntington Education Loan
Program.
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·
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InsurBanc,
dated July 1, 2006, for loans that were originated under the InsurBanc
Loan Program.
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·
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JPMorgan
Chase Bank, N.A,, (successor to Bank One, N.A.), dated May 1, 2002,
for
loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
Program, EDUCATION ONE Loan Program, and Campus One Loan
Program.
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·
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KeyBank
National Association, dated May 12, 2006, for loans that were originated
under KeyBank’s Private Education Loan
Program.
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·
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Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under the M&T Alternative Loan
Program.
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·
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National
City Bank, dated November 13, 2002, for loans that were originated
under
the National City Loan Program.
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·
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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 Student Lending Works Private Loan
Program.
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·
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PNC
Bank, N.A., dated April 22, 2004, for loans that were originated
under PNC
Bank’s Alternative 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.
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·
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Sovereign
Bank, dated April 30, 2004, for loans that were originated under
Sovereign
Bank’s Alternative Student Loan
Program.
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·
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SunTrust
Bank, dated March 1, 2002, for loans that were originated under the
SunTrust Loan Program.
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·
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TCF
National Bank, dated July 22, 2005, for loans that were originated
under
the TCF National Bank Alternative Loan
Program.
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·
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Union
Federal Savings Bank, dated March 26, 2007, for loans that were originated
under the UFSB Astrive Loan
Program.
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