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, 2006
Exhibit
99.24
as
Issuer
and
UBS
AG,
Stamford branch
as
Initial Holder
Dated
as
of September 28, 2006
TABLE
OF
CONTENTS
|
ARTICLE
I Definitions;
Rights of Holder
|
|
|
Section
1.1
|
Definitions
|
|
Section
1.2
|
Incorporation
by Reference
|
|
Section
1.3
|
Voting
and Consent Rights
|
|
ARTICLE
II Funding
by Holder of Liquidity Note
|
|
|
Section
2.1
|
General
Funding Obligation
|
|
Section
2.2
|
Draw
Mechanics
|
|
Section
2.3
|
Repayment
of Funded Draws
|
|
Section
2.4
|
Assignment;
Third Party Beneficiaries
|
|
Section
2.5
|
Ratings
Downgrade
|
|
ARTICLE
III Liquidity
Note
|
|
|
Section
3.1
|
Issuance
of Liquidity Note
|
|
Section
3.2
|
Terms.
|
|
Section
3.3
|
Transfer
|
|
Section
3.4
|
No
Set-Off
|
|
ARTICLE
IV Miscellaneous
Provisions
|
|
|
Section
4.1
|
Fees
and Expenses
|
|
Section
4.2
|
Assignment
by Issuer
|
|
Section
4.3
|
Amendments
to Agreement
|
|
Section
4.4
|
Notices
|
|
Section
4.5
|
Taxes
|
|
Section
4.6
|
Holder’s
Nonpetition Covenant
|
|
Section
4.7
|
No
Proceedings
|
|
Section
4.8
|
Severability
|
|
Section
4.9
|
Termination
|
|
Section
4.10
|
Separate
Counterparts
|
|
Section
4.11
|
Headings
|
|
Section
4.12
|
Limitation
on Liability
|
|
Section
4.13
|
GOVERNING
LAW
|
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.
W
I T N E
S S E T H:
WHEREAS,
the Issuer is issuing Class A-1 Notes (the “Class
A-1 Notes”),
Class
A-2 Notes (the “Class
A-2 Notes”),
Class
A-3 Notes (the “Class
A-3 Notes”),
Class
A-4 Notes (the “Class
A-4 Notes”),
Class
A-5 Notes (the “Class
A-5 Notes”),
Class
A-IO Notes (the “Class
A-IO Notes”,
and,
together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the
Class A-4 Notes and the Class A-5 Notes, the “Class
A Notes”),
Class
B Notes (the “Class
B Notes”);
Class
C Notes (the “Class
C Notes”)
and
Class D Notes (the “Class
D Notes”
and
together with the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes, the “Notes”)
pursuant to the Indenture dated as of September 1, 2006 (as amended and
supplemented from time to time, the “Indenture”),
between the Issuer and U.S. Bank National Association, as indenture trustee
(the
“Indenture
Trustee”);
WHEREAS,
the Issuer desires to enter into a credit and liquidity enhancement arrangement
that will provide reserves for the coverage of certain required payments on,
expenses related to and interest on the Notes in the event that Available Funds
and any amounts on deposit in the Reserve Account that are available to be
paid
in respect thereof to Noteholders and holders of rights to payment senior to
or
pari passu
with
those held by the Noteholders (“Senior
Payees”)
on any
Distribution Date are insufficient to fund such payments;
WHEREAS,
UBS AG is willing to provide such credit and liquidity enhancement on the terms
described herein against delivery to it of the Liquidity Note evidencing the
obligation of the Issuer to repay amounts so funded on the terms set forth
herein and in the Liquidity Note;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE
I
Definitions;
Rights of Holder
Section
1.1 Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned such terms in Appendix A to the Indenture.
Section
1.2 Incorporation
by Reference.
All of
the provisions of the Indenture are hereby incorporated herein by reference
as
if fully set forth herein. It is the intention of all parties to this Agreement
that the holder of the Liquidity Note (the “Holder”)
shall
avail itself of and shall receive the benefit of all of the covenants and the
representations and warranties made by the Issuer in Article III of the
Indenture, to the extent applicable, and that the Holder is entitled to exercise
the same rights and remedies correlative therewith with respect to the Issuer
as
specified in Article V of the Indenture. Additionally, all such cure periods
and
remedial rights of the Issuer under the Indenture shall be applicable hereto
as
well. The parties hereto intend further that the Holder receive the benefit
of
any additional representations and warranties, covenants or conditions precedent
contained in the Indenture, even if not specified by section or article in
this
paragraph or in this Agreement. In the event of a conflict between this
Agreement and the Indenture, this Agreement shall control. Moreover, the duties
of the Indenture Trustee with respect to the Notes under Article VI of the
Indenture shall be applicable to the Liquidity Note issued hereunder. The Holder
shall be included as addressee on any Opinions of Counsel or Officer’s
Certificates issued pursuant to Sections 8.05, 9.01, 11.01 and 11.02 of the
Indenture and shall be permitted to request compliance certificates in the
manner set forth in Sections 11.01 and 11.02 of the Indenture that relate in
any
way to the matters covered in this Agreement in the reasonable sole discretion
of the Holder. This Agreement is a Basic Document as defined in the
Indenture.
Section
1.3 Voting
and Consent Rights.If
and
for so long as there shall be any Drawn Amount (defined below) outstanding
under
the Liquidity Note, such amounts shall constitute Outstanding Amounts under
the
Indenture as if the Holder were an Interested Noteholder, and the Holder shall
be entitled to vote and consent in all instances under the Indenture in which
the Interested Noteholders are entitled to so vote or consent, as the case
may
be, including rights to consent to amendments or supplements to the
Indenture, and rights to consent to the provision of instructions to the
Indenture Trustee upon the occurrence of an Event of Default. The Holder’s
voting and consent rights described herein shall be in direct proportion to
the
ratio of the amount of such outstanding Drawn Amount to the Outstanding Amount
of any applicable Classes of Notes outstanding under the Indenture.
If and
for so long as a Liquidity Facility Guarantor shall become responsible for
the
obligations of the Holder hereunder pursuant to Section 2.5, such Liquidity
Facility Guarantor shall thereupon accede to all of the rights and remedies
of
the Liquidity Provider under the Indenture and, to the extent applicable, the
other Basic Documents, as well as to the obligations of the Holder hereunder
and
the Liquidity Provider thereunder, and if and for so long as there shall be
any
outstanding amount owing hereunder to the Liquidity Facility Guarantor, such
amounts shall constitute Outstanding Amounts under the Indenture as if the
Liquidity Facility Guarantor were an Interested Noteholder, and the Liquidity
Facility Guarantor shall be entitled to vote and consent in all instances under
the Indenture in which the Interested Noteholders are entitled to so vote or
consent, as the case may be, including rights to consent to amendments or
supplements to the Indenture, and rights to consent to the provision of
instructions to the Indenture Trustee upon the occurrence of an Event of
Default. The Liquidity Facility Guarantor’s voting and consent rights described
herein shall be in direct proportion to the ratio of the amount of such
outstanding amounts paid by the Liquidity Facility Guarantor of any applicable
Classes of Notes outstanding under the Indenture.
ARTICLE
II
Funding
by Holder of Liquidity Note
Section
2.1 General
Funding Obligation.
Pursuant to Sections 8.08 and 8.09 of the Indenture, on each Determination
Date,
the Administrator shall calculate the amount, if any, by which the amounts
to be
distributed in respect of interest on the Notes and payments of higher or equal
priority thereto or therewith, as the case may be, pursuant to Sections 8.02(d)
and 5.04, to the extent applicable, of the Indenture exceed the amount of
Available Funds that will be available to make such payments (such event a
“Shortfall
Draw Event”)
and
will determine whether amounts on deposit in the Reserve Account, if any, that
are available therefor will be sufficient to fund such payments on the related
Distribution Date. If, in accordance with the Indenture, Administrator notifies
the Indenture Trustee that it has determined that Available Funds (other than
amounts described in the second proviso in the definition of “Available Funds”
in the Indenture) and amounts on deposit in the Reserve Account that will be
available to make such payments will be insufficient therefor, then the
Indenture Trustee on behalf of the Issuer will have the right to request that
the Holder fund such shortfall pursuant to a Shortfall Draw Event (a
“Draw
Request”);
provided,
that
the Holder will not be obligated to fund any such shortfall to the extent that
the aggregate of the funded amounts hereunder (each a “Draw”)
not
previously repaid or the aggregate of such Draws together with any amounts
that
would be funded pursuant to the funding of such pending Draw Request exceeds
or
would exceed the Maximum Liquidity Note Amount (defined below) at such time
(the
parties hereto agreeing that interest and fees accrued on the Liquidity Note
as
described herein will be considered an amount funded by the Holder for purposes
of such calculation). The Holder is not obligated to fund any Draw so long
as
any Event of Default, other than any Event of Default specified in Section
5.01(iii) of the Indenture, has occurred and continues. “Maximum
Liquidity Note Amount”
means,
at any time, the lesser of (a) $118,000,000 or (b) the Required Reserve Amount
on the related Distribution Date as listed on Schedule
1
attached
hereto less the amount of cash in the Reserve Account immediately prior to
the
date on which such determination is being made; provided,
that the
Maximum Liquidity Note Amount shall never be greater on any such Distribution
Date than the Maximum Liquidity Note Amount on any preceding Distribution Date.
If the aggregate amount of funds on deposit in the Reserve Account and the
Maximum Liquidity Note Amount on any Distribution Date, beginning with the
March
2007 Distribution Date, exceeds the Required Reserve Amount for such
Distribution Date, then the Maximum Liquidity Note Amount shall be reduced
by
such excess, until the Maximum Liquidity Note Amount equals zero. The
“Undrawn
Amount”
of
the
Liquidity Note at any time is an amount equal to the Maximum Liquidity Note
Amount less an amount equal to the aggregate of all amounts funded pursuant
to
any previous Draw Requests (as defined in Section 2.2) that have not yet been
repaid pursuant to Section 2.4 (the parties hereto agreeing that interest and
fees accrued on the Liquidity Note as described herein will be considered an
amount funded by the Holder for purposes of such calculation, and any amount
paid by the Issuer in respect of such accrued interest and fees will be
considered to increase the Undrawn Amount). The “Drawn
Amount”
of
the
Liquidity Note is an amount equal to the aggregate of all amounts funded
pursuant to any previous Draw Requests that have not yet been repaid by the
Issuer (it being understood that interest and fees accrued on the Liquidity
Note
will be considered an amount funded by the Holder for the purposes of such
calculation).
Section
2.2 Draw
Mechanics.
(a)Not
fewer
than three (3) Business Days prior to the relevant Distribution Date (on the
relevant Determination Date), in the case of a Draw described in Section 2.1,
the Issuer, by action of the Indenture Trustee (following the assignment of
this
Agreement to the Indenture Trustee pursuant to Section 2.4 and until the
Indenture terminates in accordance with its provisions), may deliver a written
request (each such request, a “Draw
Request”)
for
funds in the amount of the shortfall described in Section 2.1. Any such Draw
Request shall be delivered in .pdf format by electronic mail to the following
address: ,
Attention: Xxxxxxx Xxxxxx, Subject: National Collegiate Student Loan Trust
2006-3 Liquidity Note Draw Request, or to such alternative address as designated
in writing to the Issuer and the Indenture Trustee by any Holder. Not later
than
2:00 p.m. on the Business Day following delivery of any Draw Request, the Holder
will fund the indicated draw by wire transfer of immediately available funds
to
the Collection Account.
(b) The
Holder shall have no further obligation to fund draws on the Liquidity Note
pursuant to Section 2.1 of this Agreement or the Indenture after the Notes
have
been paid in full or redeemed pursuant to the Indenture.
Section
2.3 Repayment
of Funded Draws.
(a)
Subject to the following provisions of this Section 2.3(a), the Issuer is
obligated to repay all funded Draws together with interest accrued on the daily
outstanding balance of the aggregate of all funded Draws from the date made
until the date all funded Draws are repaid at the rate of one-month LIBOR plus
0.20%. The parties hereto (and the assignees and third-party beneficiaries
hereof, by accepting the assignment of this Agreement as contemplated in Section
2.4 hereof) agree that Draws will be repaid in part or in whole on any and
each
succeeding Distribution Date, to the extent amounts are available therefor,
in
accordance with the provisions of Section 8.02(d) or 5.04 of the Indenture,
and
interest accrued on the daily outstanding amount of all funded Draws, and all
accrued fees due the Holder will be payable on and after the Distribution Date
on which all funded Draws are repaid and to the extent amounts are available
therefor in accordance with the provisions of Section 8.02(d) or 5.04 of the
Indenture. Notwithstanding any other provision of this Agreement, interest
on
the Liquidity Note and all accrued fees due the Holder shall be paid monthly,
in
arrears. Payments to the Holder in respect of funded Draws or accrued interest
and fees will be made by wire transfer of immediately available funds to the
following account, or such other account designated by the Holder in
writing:
UBS
Stamford Branch
ABA
#:
000000000
Account
#: 101WA858564001
Attn:
Xxxxxxx
Xxxxxx
Ref: National
Collegiate Student Loans Trust 2006-3
(b) Any
funded Draws or the amounts of the Maximum Liquidity Note Amount funded pursuant
to this Section 2.3, will be deposited into the Reserve Account and will be
applied, as necessary, to fund any shortfall which has occurred pursuant to
a
Shortfall Draw Event. Funds deposited into the Reserve Account pursuant to
this
Section 2.3 shall be invested by the Indenture Trustee, pursuant to written
instructions by the Issuer, in accordance with the Indenture, in Eligible
Investments. In the event of a funded Draw in the amount of the Maximum
Liquidity Note Amount, pursuant to this Section 2.3, the Holder or any other
Person shall have no further obligation to fund any Draw Requests made
hereunder.
Section
2.4 Assignment;
Third Party Beneficiaries.
The
parties hereto acknowledge and agree that:
(a) The
right
to receive amounts funded by the Holder under the Liquidity Note and all other
rights of the Issuer under this Agreement will be assigned by the Issuer to
the
Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders
and Senior Payees, and that the Indenture Trustee, on behalf of the Noteholders
and Senior Payees, and such Noteholders and Senior Payees, are intended to
be
third-party beneficiaries of this Agreement from and after such assignment
and
until the Indenture is terminated in accordance with its terms. In addition,
the
Holder expressly acknowledges that, pursuant to the Indenture, the Indenture
Trustee will exercise its right to request funds hereunder in every circumstance
when such request may be made in accordance with the terms of this
Agreement.
(b) The
obligation of UBS AG, as holder of the Liquidity Note under this Agreement,
to
fund Draws as and when requested by the Issuer or Indenture Trustee may be
assigned at any time by UBS AG to a Permitted Assignee, which shall include
any
Liquidity Facility Guarantor appointed and succeeding to the obligations and
rights and remedies of the Holder hereunder, and such Permitted Assignee is
intended to be a third-party beneficiary of this Agreement from and after such
assignment and until all amounts due under the Liquidity Note have been paid
in
full and this Agreement and the Indenture are terminated in accordance with
their terms. “Permitted
Assignee”
means
an Affiliate of UBS AG, so long as such Affiliate has at the time of assignment:
a short-term unsecured debt rating of F1+ by Fitch, P-1 by Xxxxx’x and A-1+ by
S&P (or in either case, such lower ratings as may be permitted by Fitch,
Xxxxx’x and S&P, respectively). The Holder shall promptly notify the Issuer,
Indenture Trustee and the Rating Agencies of any assignment of its obligations
hereunder to any Permitted Assignee.
(c) Nothing
in this Agreement or in the Liquidity Note, whether express or implied, shall
be
construed to give to any Person other than the Holder and the Issuer any legal
or equitable right, remedy or claim under or in respect of this Agreement or
the
Liquidity Note, or any covenants, conditions or provisions contained herein
or
therein.
(d) All
references herein to “Holder”
shall
refer to the initial Holder and any Permitted Assignee who becomes a holder
of
the Liquidity Note pursuant to the terms hereof, and all such references to
“Holder” shall apply equally and with identical force and effect to any such
Permitted Assignee which becomes a holder of the Liquidity Note as to the
initial Holder.
Section
2.5 Ratings
Downgrade; Failure to Fund Requested Draw.
(a) If
the short-term unsecured debt rating of any Holder falls below F1+ by Fitch,
A-1+ by S&P or P-1 by Xxxxx’x (a “Ratings
Downgrade”),
then,
within 10 days thereafter, the Administrator shall be required to cause the
Issuer to, subject to a Rating Agency Condition, cause such Holder to enter
into
a guaranty agreement (that may be in the form of a financial guaranty insurance
policy) (a “Guaranty
Agreement”)
with a
financial institution carrying a long-term unsecured debt rating of AAA by
S&P, Aaa by Xxxxx’x and AAA by Fitch (a
“Liquidity
Facility Guarantor”)
for
the
funding by such Liquidity Facility Guarantor of all subsequent Draw Requests
hereunder in the event such Holder fails to fund any Draw Request hereunder.
In
the event such Holder fails to fund any Draw Request hereunder, such Liquidity
Facility Guarantor shall, after notice from the Holder thereof, and pursuant
to
the terms hereof and of such Guaranty Agreement, fund such Draw Request and
all
subsequent Draw Requests hereunder. If such Liquidity Facility Guarantor fails
to perform in accordance with its obligations under such Guaranty Agreement,
including the failure to timely fund any Draw Request it is required to fund
pursuant to this Section 2.5(a), or if the long-term unsecured debt rating
of
any such Liquidity Facility Guarantor engaged pursuant to this Section 2.5(a)
shall fall below AAA by S&P, Aaa by Xxxxx’x or AAA by Fitch, with prompt
written notice thereof to the Rating Agencies, the Administrator shall be
required to cause the Issuer, within 10 days thereof, to: (i) subject to
satisfaction of the Rating Agency Condition, replace such Liquidity Facility
Guarantor with another Liquidity Facility Guarantor meeting the requirements
set
forth in this Section 2.5(a), (ii) replace the Holder with a similar liquidity
provider whose
short-term unsecured debt ratings are F1+ by Fitch, A-1+ by S&P and P-1 by
Xxxxx’x, with
written notice to the Rating Agencies thereof, or (iii) if no substitute
liquidity provider can be obtained on terms substantially similar to those
contained herein, demand payment, in accordance with Section 2.2(a), of the
entire undrawn amount of the Maximum Liquidity Note Amount available.
(b) In
the
event of a Ratings Downgrade, subject to the provisions of this Section 2.5(b),
the Issuer shall be obligated to, and the Administrator shall cause the Issuer
to, from the funds allocated to payments to the Liquidity Provider under the
Indenture, pay directly to any such Liquidity Facility Guarantor its expenses
and commitment fees on the Undrawn Amount and repay directly to any such
Liquidity Facility Guarantor any amount paid by it hereunder together with
all
drawn fees accrued on the daily outstanding balance of the aggregate of all
amounts paid by it from the date made until the date all such amounts are repaid
at the rate of one-month LIBOR plus 0.20%. The parties hereto (and the assignees
and third-party beneficiaries hereof, by accepting the assignment of this
Agreement as contemplated in Section 2.4 hereof) agree that the amounts paid
by
any such Liquidity Facility Guarantor will be repaid in part or in whole on
any
and each succeeding Distribution Date, to the extent amounts are available
therefor, in accordance with the provisions of Section 8.02(d) or 5.04 of the
Indenture, and drawn fees accrued on the daily outstanding amounts paid, and
all
accrued fees due any such Liquidity Facility Guarantor will be payable on and
after the Distribution Date on which all amounts are repaid and to the extent
amounts are available therefor in accordance with the provisions of Section
8.02(d) or 5.04 of the Indenture. Notwithstanding any other provision of this
Agreement, drawn fees on the amounts paid by any such Liquidity Facility
Guarantor and all accrued fees due and owing to such Liquidity Facility
Guarantor shall be paid monthly, in arrears. The parties agree that (i) the
payments of commitment fees and expenses to any such Liquidity Facility
Guarantor shall be made prior to any payment of fees and expenses due and owing
the Holder; (ii) the payments of drawn fees to any such Liquidity Facility
Guarantor shall be made prior to any payment of interest on the Liquidity Note
due to the Holder; and (iii) the repayments of amounts paid by the Liquidity
Facility Guarantor shall be made prior to any payment of principal of the
Liquidity Note. Payments to any such Liquidity Facility Guarantor will be made
by wire transfer of immediately available funds to the account designated by
such Liquidity Facility Guarantor in writing.
(c) If,
in
the absence of a Ratings Downgrade, the Holder shall fail to fund any amount
properly drawn hereunder, subject to applicable grace periods, after the
expiration of 10 days after such applicable grace period, the Administrator
shall, with written notice to the Rating Agencies thereof, be required to cause
the Issuer to: (i) replace the Holder with a similar provider whose short-term
unsecured debt ratings are F1+ by Fitch, A-1+ by S&P and P-1 by Xxxxx’x, or
(ii) if no substitute liquidity provider can be obtained on terms substantially
similar to those contained herein, demand payment of the entire undrawn amount
of the Maximum Liquidity Note Amount available on the related Distribution
Date.
(d) Notwithstanding
anything in this Agreement to the contrary, the substitution of any Liquidity
Facility Guarantor for
the
Holder hereunder, or of any Liquidity Facility Guarantor for any other Liquidity
Facility Guarantor, shall satisfy the Rating Agency Condition or such
substitution shall be void and of no force and effect hereunder.
ARTICLE
III
Liquidity
Note
Section
3.1 Issuance
of Liquidity Note.
On the
date hereof, the Issuer will execute and deliver to the Holder, and the Owner
Trustee will authenticate, a physical certificate evidencing the Liquidity
Note,
substantially in the form of Exhibit
A
hereto.
Each Liquidity Note issued hereunder will evidence the repayment obligations
of
the Issuer set forth in Section 2.3 hereof and the funding obligations of the
Holder thereof set forth in Section 2.1 hereof, and will be dated the date
of
its issuance.
Section
3.2 Terms.
(a) Upon
issuance, the initial Undrawn Amount of the Liquidity Note shall be
$118,000,000. The Undrawn Amount will be reduced by the amount of each Draw
funded by the Holder and increased by amounts repaid to the Holder pursuant
to
Section 2.3 up to a maximum of the Maximum Liquidity Note Amount, including
monthly interest and fees to be paid by the Issuer on the Liquidity Note.
(b) As
noted
above in section 2.1, if the aggregate amount of funds on deposit in the Reserve
Account and the Maximum Liquidity Note Amount on any Distribution Date,
beginning with the March 2007 Distribution Date, exceeds the Required Reserve
Amount for such Distribution Date, then the Maximum Liquidity Note Amount shall
be reduced by such excess, until the Maximum Liquidity Note Amount equals zero.
Interest will accrue on the average daily outstanding Drawn Amount from and
including the date of any Draw to but excluding the date on which the Drawn
Amount is reduced to zero.
(c) The
Liquidity Note shall be secured by the Trust Estate.
(d) The
final
maturity date of the Liquidity Note shall be the January 2015 Distribution
Date.
Notwithstanding the foregoing, the Holder and any subsequent Holders shall
not
be entitled to enforce or attempt to enforce the reimbursement provisions of
this Agreement with respect to payments required to be made on the Liquidity
Note until the September 2019 Distribution Date.
Section
3.3 Transfer.
Except
as provided in Section 2.4(b) hereof, prior to the termination of the Indenture,
the Holder may not transfer, assign or convey the Liquidity Note or this
Agreement unless: (i) the purported transferee, assignee or recipient of such
conveyance has executed a written agreement to be bound by all of the terms
and
provisions of this Agreement; (ii) such action shall not, as evidenced by an
Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee,
adversely affect in any material respect the interests of any Noteholder or
Senior Payee; (iii) the Rating Agency Condition has been satisfied; and (iv)
the
purported transferee, assignee or recipient of such conveyance is a “domestic
corporation” within the meaning of Section 7701(a)(30)(C) of the Code that has
not made the election under Section 1362(a)(1) of the Code to be treated as
an S
corporation; provided,
however, that an assignment to a Permitted Assignee need not comply with the
conditions set forth in clauses (ii) and (iii) above. The Liquidity Note may
not
be transferred, assigned or conveyed in part; any transfer, conveyance or
assignment must be a transfer, conveyance or assignment of 100% of the Liquidity
Note. The Issuer will maintain a register in which it will record the name
and
contact information for each Holder. No transfer, assignment or conveyance
of
the Liquidity Note will be effective prior to notice to the Issuer and the
Indenture Trustee and recordation by the Issuer thereof in such
register.
No
transfer of the Liquidity Note shall be effective unless the Indenture Trustee
has received a certification from the transferee to the effect that such
transferee is not an “employee benefit plan” as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
whether or not such employee benefit plan is subject to the provisions of Title
I of ERISA (including, without limitation, government and foreign plans), (b)
a
“plan” described in Section 4975(e)(1) of the Code, or (c) any entity whose
underlying assets include “plan assets” by reason of any such employee benefit
plan’s or other plan’s investment in such entity (including, without limitation,
group trusts, bank collective investment trusts, insurance company separate
accounts and certain insurance company general accounts) (each, a “Benefit
Plan Investor”).
Section
3.4 No
Set-Off.
Without
affecting the provisions of this Agreement requiring the calculation of payment
amounts, all payments under this Agreement will be made without set-off or
counterclaim, and the parties hereto waive any right of set-off or counterclaim
that any such party may have at law or equity.
ARTICLE
IV
Miscellaneous
Provisions
Section
4.1 Fees
and Expenses.
Fees
and expenses due the initial Holder hereunder are set forth in that certain
Liquidity Note Fee Letter, dated as of the date hereof, by and between the
initial Holder and the Issuer.
Section
4.2 Assignment
by Issuer.
The
Holder hereby acknowledges and consents to any mortgage, pledge, assignment
and
grant of a security interest by the Issuer to the Indenture Trustee pursuant
to
the Indenture for the benefit of the Noteholders and Senior Payees of all right,
title and interest of the Issuer and/or the assignment of any or all of the
Issuer’s rights and obligations hereunder to the Indenture Trustee.
Section
4.3 Amendments
to Agreement.
(a)
Any term
or provision of this Agreement may be amended by the Issuer and the
Holder with
prior notice to each Rating Agency but without the consent of the Indenture
Trustee, any Noteholder or Senior Payee, or the Owner Trustee; provided,
that
such amendment shall not, as evidenced by an Officer’s Certificate of the
Depositor and a legal opinion provided by nationally recognized counsel
delivered to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interests of the Noteholders or Senior Payees, the
Indenture Trustee or the Owner Trustee; provided,
further,
that
any amendment entered into pursuant to this Section 4.3(a) shall not materially
change the permitted activities of the Issuer and the Holder.
(b) Any
term
or provision of this Agreement may be amended by the Issuer and the Holder
with
prior notice to each Rating Agency but without the consent of the Indenture
Trustee, any Noteholder or Senior Payee, the Owner Trustee or any other Person
to add, modify or eliminate any provisions as may be necessary or advisable
in
order to enable the Issuer, the Holder or any of their Affiliates to comply
with
or obtain more favorable treatment under any law or regulation or any accounting
rule or principle, provided that such amendment does not, as evidenced by an
Officer’s Certificate of the Depositor delivered to the Indenture Trustee and
the Owner Trustee, materially and adversely affect the interests of Noteholders
or Senior Payees; provided,
further
that the
Rating Agency Condition shall have been satisfied; and provided,
further
that any
amendment entered into pursuant to this Section 4.3(b) shall not significantly
change the permitted activities of the Issuer and the Holder.
(c) This
Agreement may also be amended from time to time by the Issuer and the Holder
with prior notice to each Rating Agency and with the consent of the holders
of a
majority of the Outstanding Amount of the Class A Notes for the purpose of
adding any provisions to or changing in any manner, or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders and/or Senior Payees. Consent of the Noteholders and/or Senior
Payees will not be necessary to approve the particular form of any proposed
amendment or consent, but it will be sufficient if such consent approves the
substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders and/or Senior Payees provided for in this Agreement) and of
evidencing the authorization of the execution thereof by Noteholders and/or
Senior Payees will be subject to such reasonable requirements as the Indenture
Trustee may prescribe, including the establishment of record dates pursuant
to
the Depository Agreement.
(d) Prior
to
the execution of any amendment to this Agreement, the Issuer or the Holder
shall
provide written notification of the substance of such amendment to each Rating
Agency and the Liquidity Facility Guarantor; and promptly after the execution
of
any such amendment or consent, the Issuer or the Holder shall furnish a copy
of
such amendment or consent to each Rating Agency, the Liquidity Facility
Guarantor and the Indenture Trustee.
(e) Prior
to
the execution of any amendment to this Agreement, the Holder shall be entitled
to receive and conclusively rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
that all conditions precedent to the execution and delivery of such amendment
have been satisfied. The Holder may, but shall not be obligated to, enter into
any such amendment which adversely affects the Holder’s own rights, duties or
immunities under this Agreement. Furthermore, notwithstanding anything to the
contrary herein, this Agreement may not be amended in any way that would
adversely affect the Holder’s rights, privileges, indemnities, duties or
obligations under this Agreement or otherwise without the prior written consent
of the Holder. The consent of the Indenture Trustee shall be required if such
amendment shall adversely affects the rights of the Indenture
Trustee.
Section
4.4 Notices.
All
demands, notices, communications and instructions upon or to the Issuer, the
initial Holder, the Owner Trustee, the Indenture Trustee or the Rating Agencies
under this Agreement shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been
duly
given upon receipt if addressed in each case as specified in Section 11.04
of
the Indenture; or, as to each of the foregoing, at such other address as shall
be designated by written notice to the other parties,
provided,
that
any such demands, notices, communications and instructions relating to the
initial Holder shall be delivered,
in addition to any party specified above, in the manner specified above,
to:
Xxxxx
Xxxxxxxxx
Executive
Director
UBS
AG,
Stamford Branch
00
Xxxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
with
a
copy to:
Xxxxxxx
Xxxxxxxx
Director
Asset
Backed Finance
UBS
Securities LLC
1285
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
E-mail:
xxxxxxx.xxxxxxxx@xxx.xxx
Section
4.5 Taxes.
(a)
Article
2.13 of the Indenture is hereby incorporated by reference and, pursuant thereto
and hereto, all obligations of the Issuer hereunder shall be treated for tax
purposes as indebtedness of the Issuer.
(b) To
the
best of the Issuer’s knowledge, upon the issuance of the Liquidity Note on the
Closing Date, no withholding or similar taxes will be due and owing with respect
to amounts paid to the Holder hereunder. Any and all payments by or on account
of any obligation of the Issuer hereunder shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes;
provided,
that if
the Issuer shall be required by applicable requirements of law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i)
the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Holder receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Issuer shall make such
deductions and (iii) the Issuer shall timely pay the full amount deducted to
the
relevant governmental authority in accordance with applicable requirements
of
law. For purposes of this section. “Indemnified
Taxes”
shall
mean any taxes other than: taxes imposed on or measured by its overall net
income (however denominated), franchise taxes imposed on it (in lieu of net
income taxes) and branch profits taxes imposed on it, by a jurisdiction (or
any
political subdivision thereof) as a result of the recipient being organized
or
having its principal office or, in the case of any Holder, its applicable
lending office, in such jurisdiction; and “Other
Taxes”
shall
mean all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery
or
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.
(c) Without
limiting the provisions of paragraph (b) above, the Issuer shall timely pay
any
Other Taxes to the relevant governmental authority in accordance with applicable
requirements of law.
(d) The
Issuer shall indemnify the Holder within 10 days after demand therefor, for
the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) paid by the Holder and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant governmental authority. A certificate as to the amount of such
payment or liability delivered to the Issuer by the Holder shall be conclusive
absent manifest error.
(e) As
soon
as practicable after any payment of Indemnified Taxes or Other Taxes by the
Issuer to a governmental authority, the Issuer shall deliver to the Holder
the
original or a certified copy of a receipt issued by such governmental authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Holder.
(f) All
such
distributions for indemnified amounts hereunder shall be in accordance with
the
priorities set forth in Sections 8.02(d) and 5.04 of the Indenture, as
applicable.
Section
4.6 Holder’s
Nonpetition Covenant.
Notwithstanding any prior termination of this Agreement, the Holder will not,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke
or
cause the Issuer to invoke the process of any court or Government Authority
for
the purpose of commencing or sustaining a case against the Issuer under any
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of the property of either
of them, or ordering the winding up or liquidation of the affairs of the
Issuer.
Section
4.7 No
Proceedings.
There
is no action, suit or proceeding before or by any court or governmental agency
or body, domestic or foreign, now pending, or to the Holder’s knowledge,
threatened, against or affecting the Holder: (i) asserting the invalidity of
this Agreement or the Liquidity Note, (ii) seeking to prevent the issuance
of
the Liquidity Note or the consummation of any of the transactions contemplated
by this Agreement, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Holder of its obligations
under, or the validity or enforceability of, this Agreement, or (iv) relating
to
the Holder and which might adversely affect the federal income tax attributes
of
the Issuer or the Liquidity Note.
Section
4.8 Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
Section
4.9 Termination.
This
Agreement shall terminate after the maximum Liquidity Note Amount has been
reduced to zero and when all obligations outstanding under the Liquidity Note
and this Agreement have been satisfied in full. Any indemnity and other
applicable provisions, however, shall survive such satisfaction of the Liquidity
Note obligations, to the extent applicable.
Section
4.10 Separate
Counterparts.
This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.
Section
4.11 Headings.
The
headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
Section
4.12 Limitation
on Liability.
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wilmington Trust Company not in its individual capacity,
but solely in its capacity as Owner Trustee on behalf of the Issuer. In no
event
shall Wilmington Trust Company in its individual capacity have any liability
for
the representations, warranties, covenants, agreements or other obligations
of
the Issuer hereunder or in any of the certificates, notices or agreements
delivered by the Holder, or prepared by the Holder for delivery by the Owner
Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer. For all purposes of this
Agreement, in the performance of its duties or obligations hereunder or in
the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of the Trust Agreement.
Section
4.13 GOVERNING
LAW.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
[Remainder
of this page intentionally left blank]
IN
WITNESS WHEREOF, the Issuer and the initial Holder have caused this Agreement
to
be duly executed by their respective officers as of the day and year first
above
written.
|
UBS
AG, Stamford branch, as Holder
|
||
| |
|
|
| By: | /s/ Per Dyrvik | |
|
Name:
Per Dyrvik
Title:
FCD, Managing Director
|
||
| By: | /s/ Xxxxx Xxxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxxx
Title:
FCD, Executive Director
|
||
|
|
||
|
THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, as
Issuer
|
||
| By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee | ||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxx | |
|
Name:
Xxxxxxxx X. Xxxxx
Title:
Vice President
|
||
| US BANK NATIONAL ASSOCIATION, as Indenture Trustee | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name:
Xxxxx X. Xxxxx
Title:
Vice President
|
||
EXHIBIT
A
FORM
OF
LIQUIDITY NOTE
THIS
LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”),
OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS
PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS. NO RESALE
OR
OTHER TRANSFER OF THIS LIQUIDITY NOTE SHALL BE MADE EXCEPT IN COMPLIANCE WITH
SECTION 3.3 OF THE LIQUIDITY NOTE AGREEMENT AND EITHER (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR (ii) IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE
AND FOREIGN SECURITIES LAWS.
THE
PRINCIPAL OF THIS LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS AVAILABLE THEREFOR
PURSUANT TO SECTIONS 8.02(d) AND 5.04 OF THE INDENTURE REFERRED TO HEREIN.
THE
HOLDER HEREOF IS REQUIRED TO FUND CERTAIN DRAWS REQUESTED BY THE ISSUER HEREOF
(OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN) UP TO A MAXIMUM PRINCIPAL
AMOUNT OUTSTANDING AT ANY TIME OF THE MAXIMUM LIQUIDITY NOTE AMOUNT AT SUCH
TIME. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS LIQUIDITY NOTE AT ANY TIME MAY
BE
LESS THAN SUCH MAXIMUM AMOUNT. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
LIQUIDITY NOTE AT ANY TIME MAY NOT EXCEED $118,000,000. REPAYMENT OF THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS LIQUIDITY NOTE, AND OF INTEREST ACCRUED
HEREON AND FEES RELATED HERETO, IS SUBJECT TO THE AVAILABILITY OF FUNDS FOR
SUCH
PURPOSE AS SET FORTH IN SECTIONS 8.02(d) AND 5.04 OF THE INDENTURE REFERRED
TO
HEREIN.
THIS
LIQUIDITY NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED
BY, ANY GOVERNMENTAL AGENCY, UBS AG, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES.
THIS
LIQUIDITY NOTE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE TRANSFERRED UNLESS
THE INDENTURE TRUSTEE HAS RECEIVED (I) (A) A CERTIFICATE FROM THE TRANSFEREE
TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
WHETHER OR NOT SUCH EMPLOYEE BENEFIT PLAN IS SUBJECT TO THE PROVISIONS OF TITLE
I OF ERISA (INCLUDING, WITHOUT LIMITATION, GOVERNMENT AND FOREIGN PLANS), (B)
A
“PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”),
OR
(C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY
SUCH EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY
(INCLUDING, WITHOUT LIMITATION, GROUP TRUSTS, BANK COLLECTIVE INVESTMENT TRUSTS,
INSURANCE COMPANY SEPARATE ACCOUNTS AND CERTAIN INSURANCE COMPANY GENERAL
ACCOUNTS) (EACH, A “BENEFIT
PLAN INVESTOR”),
AND
(II) A CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP,
GRANTOR TRUST OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A “FLOW-THROUGH
ENTITY”),
ANY
LIQUIDITY NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN
50%
OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL
ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH LIQUIDITY NOTES
WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH
ENTITY.
IN
ADDITION, NO RESALE OR OTHER TRANSFER OF THIS LIQUIDITY NOTE OR ANY INTEREST
THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE
OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 LIQUIDITY
NOTEHOLDERS.
LIQUIDITY
NOTE
Representing
a Maximum Amount of
Funded
Draws outstanding at any
time
not
to exceed $118,000,000
This
certifies that UBS AG (the “Holder”)
is the
registered owner of this Liquidity Note representing the right to receive the
payment of certain Draws funded as described in the Liquidity Note Agreement
(the “Liquidity
Note Agreement”)
dated
as of September ____, 2006, between The National Collegiate Student Loan Trust
2006-3, as issuer (the “Issuer”),
and
UBS AG, Stamford branch, as initial Holder hereof. Capitalized terms used herein
and not defined herein shall have the meanings ascribed thereto in the Liquidity
Note Agreement.
This
Liquidity Note represents a 100% undivided interest in the right of the Holder
to receive repayment in full of the aggregate amount of funded Draws and
interest accrued thereon as and to the extent such amounts are payable in
accordance with the Liquidity Note Agreement. All of the provisions of the
Liquidity Note Agreement and the Indenture are incorporated herein by reference
and comprise integral parts of this Liquidity Note. The following summary of
certain provisions thereof is not and does not purport to be complete. By its
acceptance hereof, the Holder assents to and is bound by the terms, provisions
and conditions of the Liquidity Note Agreement, including the provisions thereof
(i) setting forth the obligation of the Holder of this Liquidity Note to fund
Draws as and when properly requested pursuant to Article II thereof, and (ii)
specifying that this Liquidity Note is secured only by certain assets of the
Issuer and is payable only from certain collections in respect thereof that
are
available for such purpose in accordance with the priority of payments set
forth
in Sections 8.02(d) and 5.04 of the Indenture.
Subject
to the more detailed provisions concerning payments to be made to the Holder
of
the Liquidity Note set forth in the Liquidity Note Agreement and the Indenture,
generally, repayment of Draws previously funded by the Holder of the Liquidity
Note, and interest accrued thereon as described below, and fees with respect
thereto, will be made on each Distribution Day, to the extent funds are
available therefor.
No
recourse may be taken, directly or indirectly, with respect to the obligations
of the Holder of this Liquidity Note under the Liquidity Note Agreement or
other
writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of
a
beneficial interest in the Issuer, or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Indenture Trustee or the
Owner Trustee in its individual capacity or other owner of a beneficial interest
in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor
or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee, in their capacities as such, have
no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided
by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such
entity.
By
its
acceptance of this Liquidity Note, the Holder agrees that it will not, prior
to
the date which is one year and one day after the termination of the Liquidity
Note Agreement with respect to the Issuer, acquiesce, petition or otherwise
invoke or cause the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer
under any federal or state bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the
Issuer.
THIS
LIQUIDITY NOTE SHALL BE CONSTRUED IN ACCOR-DANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the Issuer has caused this Liquidity Note to be duly
executed.
|
THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, as
Issuer
|
||
|
By: WILMINGTON
TRUST COMPANY, not in its individual capacity but solely in its capacity
as Owner Trustee
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
Dated:
September
___, 2006
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
the Liquidity Note designated above and referred to in the within-mentioned
Liquidity Note Agreement.
|
THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, as
Issuer
|
||
|
By: WILMINGTON
TRUST COMPANY, not in its individual capacity but solely in its
capacity
as Owner Trustee
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
Dated:
September
___, 2006
EXHIBIT
B
FORM
OF
LIQUIDITY NOTE DRAW REQUEST
[___________________________]
[___________________________]
[___________________________]
[___________________________]
[___________________________]
[___________________________]
Attn:
Facsimile:
|
Re:
|
The
National Collegiate Student Loan Trust 2006-3 Liquidity Note Draw
Request
|
Ladies
and Gentlemen:
This
notice confirms the Issuer’s request for a draw on the Liquidity Note pursuant
to Section 2.1 or Section 2.5 of the Liquidity Note Agreement in the principal
amount of $_____. Please advance the requested drawn amount as set forth in
Section 2.3 of the Liquidity Note Agreement.
Please
acknowledge receipt of this notice by executing below and returning to the
above-listed address.
|
Very
truly yours,
|
||||||||||||
|
U.S.
BANK NATIONAL ASSOCIATION
|
||||||||||||
|
By:
|
||||||||||||
|
Name:
|
||||||||||||
|
Title:
|
||||||||||||
|
ACKNOWLEDGED:
|
||
|
UBS
AG
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
SCHEDULE
1
Required
Reserve Amounts
|
Distribution
Date
|
Amount
|
Distribution
Date
|
Amount
|
|||
|
February
2007
|
$354,380,000
|
March
2009
|
$90,840,000
|
|||
|
March
2007
|
$344,030,000
|
April
2009
|
$83,630,000
|
|||
|
April
2007
|
$332,960,000
|
May
2009
|
$80,390,000
|
|||
|
May
2007
|
$322,290,000
|
June
2009
|
$74,770,000
|
|||
|
June
2007
|
$309,960,000
|
July
2009
|
$69,800,000
|
|||
|
July
2007
|
$297,510,000
|
August
2009
|
$65,850,000
|
|||
|
August
2007
|
$285,240,000
|
September
2009
|
$62,200,000
|
|||
|
September
2007
|
$273,690,000
|
October
2009
|
$57,940,000
|
|||
|
October
2007
|
$261,860,000
|
November
2009
|
$53,700,000
|
|||
|
November
2007
|
$250,560,000
|
December
2009
|
$50,150,000
|
|||
|
December
2007
|
$239,810,000
|
January
2010
|
$44,420,000
|
|||
|
January
2008
|
$227,800,000
|
February
2010
|
$40,200,000
|
|||
|
February
2008
|
$215,440,000
|
March
2010
|
$38,050,000
|
|||
|
March
2008
|
$201,940,000
|
April
2010
|
$35,740,000
|
|||
|
April
2008
|
$191,840,000
|
May
2010
|
$34,550,000
|
|||
|
May
2008
|
$182,740,000
|
June
2010
|
$31,950,000
|
|||
|
June
2008
|
$172,920,000
|
July
2010
|
$27,720,000
|
|||
|
July
2008
|
$163,800,000
|
August
2010
|
$24,200,000
|
|||
|
August
2008
|
$154,060,000
|
September
2010
|
$21,410,000
|
|||
|
September
2008
|
$143,800,000
|
October
2010
|
$18,850,000
|
|||
|
October
2008
|
$134,500,000
|
November
2010
|
$16,740,000
|
|||
|
November
2008
|
$124,120,000
|
December
2010
|
$15,970,000
|
|||
|
December
2008
|
$113,060,000
|
January
2011
|
$15,380,000
|
|||
|
January
2009
|
$106,890,000
|
February
2011
|
$11,700,000
|
|||
|
February
2009
|
$
98,630,000
|
March
2011 and thereafter
|
$
9,200,000
|
