DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3
EXHIBIT
99.6
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.
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 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, 2006 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 Schedule 1 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 Interested Noteholders
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, (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 Noteholders 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 Noteholders 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 Noteholders
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
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 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 the Sale Agreement or of
modifying in any manner the rights of such Noteholders; provided that
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
outstanding principal amount of the Certificates, 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
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 the Student Loan Purchase Agreement thereunder 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
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
XIV
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. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Vice
President
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THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, 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/
J. Xxxxxxxxxxx Xxxxxx
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Name:
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J.
Xxxxxxxxxxx Xxxxxx
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Title:
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Financial
Services Officer
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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:
| · |
Bank
of America, N.A., dated September 28, 2006, for loans that were originated
under Bank of America’s BAGEL Loan Program, XXXX Loan Program, Direct to
Consumer Loan Program and ISLP Loan
Program.
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| · |
JPMorgan
Chase Bank, N.A., dated September 28, 2006, 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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| · |
Charter
One Bank, N.A., dated September 28, 2006, for loans that were originated
under the following Charter One programs: AAA Southern New England
Bank,
AES EducationGAIN Loan Program, Asrtive Education Loan Program,
AstriveAlliance Education Loan Program, Axiom
Alternative Loan Program, CFS
Direct to Consumer Loan Program, Citibank Education Assistance Loan
Program, College
Board Alternative Loan Program, College
Loan Corporation Loan Program, Collegiate
Solutions Alternative Loan Program, Custom
Educredit Loan Program, EdFinancial Loan Program, Extra Credit II Loan
Program (North Texas Higher Education), M&I Alternative Loan Program,
National Education Loan Program, NextStudent Alternative Loan Program,
NextStudent Private Consolidation Loan Program, UPromise Alternative
Loan
Program, and WAMU Alternative Student Loan
Program..
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| · |
Citizens
Bank of Rhode Island, dated September 28, 2006, for loans that were
originated under Citizens Bank of Rhode Island’s Compass Bank Loan
Program, Alternative Loan Program, Navy Federal Referral Loan Program,
Penn State Undergraduate Loan Program, FinanSure Alternative Loan Program,
and Xanthus Loan Program.
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| · |
First
National Bank Northeast, dated September 28, 2006, for loans that were
originated under First National Bank Northeast’s Nelnet Alternative Loan
Program.
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| · |
HSBC
Bank USA, National Association, dated September 28, 2006, for loans
that
were originated under the HSBC Loan
Program.
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| · |
The
Huntington National Bank, dated September 28, 2006, for loans that
were
originated under The Huntington National Bank’s Huntington Bank Education
Loan Program.
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| · |
KeyBank,
dated September 28, 2006, for loans that were originated under KeyBank’s
Private Education Loan Program.
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| · |
Manufacturers
and Traders Trust Company, dated September 28, 2006, for loans that
were
originated under Manufacturers and Traders Trust Company’s M&T
Alternative Loan Program.
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| · |
National
City Bank, dated September 28, 2006, for loans that were originated
under
National City Bank’s Alternative Loan
Program.
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| · |
PNC
Bank, N.A., dated September 28, 2006, for loans that were originated
under
PNC Bank’s PNC Bank Alternative 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.
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| · |
Sovereign
Bank, dated September 28, 2006, for loans that were originated under
Sovereign Bank’s Alternative Loan
Program.
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| · |
SunTrust
Bank, dated September 28, 2006, for loans that were originated under
SunTrust Bank’s SunTrust Alternative Loan
Program.
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TCF
National Bank, dated September 28, 2006, for loans that were originated
under TCF National Bank’s Alternative Loan
Program.
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U.S.
Bank, N.A., dated September 28, 2006, for loans that were originated
under
U.S Bank’s Alternative Loan Program.
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SCHEDULE
B
Student
Loan Purchase Agreements
Each
of
the following Note Purchase Agreements, as amended or supplemented, was entered
into by and between The First Marblehead Corporation and:
| · |
Bank
of America, N.A., dated April 30, 2001, for loans that were originated
under Bank of America’s BAGEL Loan Program, XXXX Alternative Loan Program
and ISLP Loan Program.
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Bank
of America, N.A., dated June 30, 2006, for loans that were originated
under Bank of America’s BAGEL Loan Program, XXXX Alternative Loan Program
and ISLP Loan Program.
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| · |
Bank
of America, N.A., dated June 30, 2003, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
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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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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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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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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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Charter
One Bank, N.A., dated May 15, 2002, for loans that were originated
under
Charter One’s CFS Direct to Consumer Loan
Program.
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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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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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Charter
One Bank, N.A., dated December 1, 2003, for loans that were originated
under Charter One’s Custom Educredit Loan
Program.
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Charter
One Bank, N.A., dated May 10, 2004, for loans that were originated
under
Charter One’s EdFinancial Loan Program.
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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).
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Charter
One Bank, N.A., dated September 20, 2003, for loans that were originated
under Charter One’s M&I Alternative Loan
Program.
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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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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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Charter
One Bank, N.A., dated March 26, 2004, for loans that were originated
under
Charter One’s NextStudent Private Consolidation Loan
Program.
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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 Loan
Programs.
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Charter
One Bank, N.A., dated May 15, 2003, for loans that were originated
under
Charter One’s WAMU Alternative Student Loan
Program.
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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 UPromise
Alternative Loan Program, Collegiate Solutions Alternative Loan Program,
College Board Alternative Loan Program, and Axiom Alternative Loan
Programs).
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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, Compass
Bank Alternative Loan Program, FinanSure Alternative Loan Program,
Navy
Federal Alternative Loan Program, and Xanthus Alternative Loan
Program.
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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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First
National Bank Northeast, dated August 1, 2001, for loans that were
originated under First National Bank Northeast’s CASL Undergraduate
Alternative Loan Program.
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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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The
Huntington National Bank, dated May 20, 2003, for loans that were
originated under The Huntington National Bank’s Huntington Bank Education
Loan Program.
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KeyBank,
dated May 12, 2006, for loans that were originated under KeyBank’s Private
Education Loan Program.
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Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under Manufacturers and Traders Trust Company’s Alternative
Loan Program.
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National
City Bank, dated November 13, 2002, for loans that were originated
under
National City Bank’s National City Loan
Program.
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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.
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Sovereign
Bank, dated April 30, 2004, for loans that were originated under Sovereign
Bank’s Alternative Loan Program.
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SunTrust
Bank, dated March 1, 2002, for loans that were originated under SunTrust
Bank’s SunTrust Alternative Loan Program.
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TCF
National Bank, dated July 22, 2005, for loans that were originated
under
TCF National Bank’s Alternative Loan
Program.
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U.S.
Bank, N.A., dated May 1, 2005, for loans that were originated under
U.S
Bank’s Alternative Loan Program.
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