DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3
EXHIBIT
99.11
This
Deposit and Security Agreement (the “Agreement”) is made and entered into
as of September 20, 2007, by and among THE EDUCATION RESOURCES INSTITUTE, INC.,
a private non-profit corporation organized under Chapter 180 of the
Massachusetts General Laws with its principal place of business at 00 Xx. Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (“XXXX”), FIRST MARBLEHEAD DATA
SERVICES, INC., a corporation organized under the laws of the Commonwealth
of
Massachusetts with its principal place of business at 800 Boylston – 00xx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the “Administrator”), and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2007-3, in its capacity as owner (in such
capacity, the “Owner”).
WHEREAS,
the Owner is willing to purchase education loans to borrowers under the
education loan programs listed on Schedule A attached hereto and others
in accordance with the Indenture (collectively, the “Student Loan
Programs”) upon certain terms and
conditions, including but not limited to the guaranty of
the payment of principal and interest by XXXX pursuant to the terms of the
Guaranty Agreements (as hereafter defined) and the deposit of certain monies
with U.S. Bank National Association, as Indenture Trustee (the
“Trustee”), on behalf of the Owner, as security for such payment as more
fully described herein and in accordance with the terms and conditions set
forth
in this Agreement, and the agreements (the “Account Security Agreements”)
listed on Schedule B attached hereto and others in accordance with the
Indenture;
WHEREAS,
under the terms of the Guaranty Agreements listed on Schedule B attached
hereto and others in accordance with the Indenture between XXXX and each of
the
parties (the “Loan Originators”) listed on Schedule B attached
hereto and others in accordance with the Indenture, XXXX guaranties the payment
of principal and interest on the Loans in exchange for the payment of certain
Guaranty Fees (as hereinafter defined);
WHEREAS,
(i) pursuant to the Student
Loan
Purchase Agreements listed on Schedule B
attached hereto and others in
accordance with the Indenture, between the Loan Originators and The First
Marblehead Corporation (the “Student Loan Purchase
Agreements”), and
related pool supplements among the Loan Originators, The First Marblehead
Corporation and The National Collegiate Funding LLC (“NCF”), NCF has agreed
to acquire certain Loans, and (ii) pursuant to that certain Deposit and Sale
Agreement dated as of the date hereof, the Owner has agreed to acquire such
Loans from NCF;
WHEREAS,
the Administrator is authorized to act for the Owner in all matters relating
to
this Agreement; and
WHEREAS,
it is the intention of the Owner and XXXX that this Agreement shall apply to
each Loan that is (i) subject to the Guaranty Agreements and (ii) purchased
by
the Owner with funds held under the Indenture (as hereafter
defined).
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the parties agree as follows:
1. Definitions. Capitalized
terms not otherwise defined in this Section, in the recitals hereto or elsewhere
in this Agreement shall have the meanings ascribed to such terms in the Guaranty
Agreements listed on Schedule B attached hereto, or if not defined
therein, in the Indenture (as defined below). In
addition:
(a) “Closing
Date” shall mean September 20, 2007.
(b) “Collateral”
shall have the meaning set forth in Section 5.
(c) “Distribution
Date” shall have the meaning set forth in the Indenture.
(d) “Eligible
Investments” means the following categories of securities:
(A) Cash
(insured at all times by the Federal Deposit Insurance
Corporation);
(B) Obligations
of, or obligations guaranteed as to principal and interest by, the U.S. or
any
agency or instrumentality thereof, when such obligations are backed by the
full
faith and credit of the U.S. government including but not limited
to:
· U.S.
treasury obligations
· All
direct or fully guaranteed obligations
· Farmers
Home Administration
· General
Services Administration
· Guaranteed
Title XI financing
· Government
National Mortgage Association (GNMA)
· State
and Local Government Series
(C) Obligations
of government-sponsored agencies that are not backed by the full faith and
credit of the U.S. government including:
· Federal
Home Loan Mortgage Corp. (FHLMC) Debt obligations
· Farm
Credit System (formerly: Federal Land Banks, Federal
Intermediate
Credit Banks, and Banks
for Cooperatives)
· Federal
Home Loan Banks (FHL Banks)
· Federal
National Mortgage Association (FNMA) debt obligations
· Financing
Corp. (FICO) debt obligations
· Resolution
Funding Corp. (REFCORP) debt obligations
· U.S.
Agency for International Development (U.S. A.I.D)
guaranteed
notes
(D) U.S.
dollar denominated deposit accounts, federal funds and bankers’ acceptances with
domestic commercial banks which have a rating on their short term certificates
of deposit on the date of purchase of: “A-1+” by S&P, “P-1” by
Xxxxx’x and “F1” by Fitch (if rated by Fitch); and maturing not more than 360
calendar days after the date of purchase. (Ratings on holding
companies are not considered as the rating of the bank);
(E) Commercial
paper that meets the ratings of the following listed rating agencies at the
time
of purchase: (1) “A-1+” by S&P, “P-1” by Xxxxx’x and “F1” by
Fitch (if rated by Fitch); which matures not more than 270 calendar days after
the date of purchase;
(F) Investments
in a money market fund rated “AAAm” or “AAA-m” by S&P and “Aaa” by
Xxxxx’x;
(G) Pre-refunded
“municipal obligations” which are defined as follows: any bonds or
other obligations of any state of the U.S. or of any agency, instrumentality
or
local governmental unit of any such state which are not callable at the option
of the obligor prior to maturity or as to which irrevocable instructions have
been given by the obligor to call on the date specified in the notice;
and
(1) Which
are
rated, based on an irrevocable escrow account or fund (the “escrow”), in the
highest rating category of S&P, Xxxxx’x and Fitch (if rated by Fitch) or any
successors thereto; or
(2) (a)
Which
are fully secured as to principal and interest and redemption premium, if any,
by an escrow consisting only of cash or obligations described in paragraph
(i)(B) above, which escrow may be applied only to the payment of such principal
of and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the specified redemption
date or dates pursuant to such irrevocable instructions, as appropriate, and
(b)
which escrow is sufficient, as verified by a nationally recognized independent
certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph
on the maturity date or dates specified in the irrevocable instructions referred
to above, as appropriate;
(H) Any
other
investment that is confirmed by Xxxxx’x, S&P and Fitch for the investment of
funds held as collateral for securities rated in the highest investment rating
category and that is not:
(1) A
financial asset that involves the Owner, the Administrator or the beneficial
owners of the Owner in making decisions other than the decisions inherent in
servicing the financial assets including without limitation any financial asset
that includes an option to be exercised by the Owner, the Administrator or
the
beneficial owners of the Owner; or
(2) A
derivative financial instrument that involves the Owner, the Administrator
or
the beneficial owners of the Owner in making decisions including without
limitation any derivative financial instrument that includes an option allowing
the Owner, the Administrator or the beneficial owners of the Owner to choose
to
call or put other financial instruments; provided that a derivative financial
instrument shall be an Eligible Investment only if it is acquired from proceeds
of the issuance of Notes by the Owner at the time of such issuance.
(e) “Existing
Pledged Account” means the Pledged Account, if any, created pursuant to the
Account Security Agreements and named therein the “Pledged
Account.”
(f) “Guaranty
Agreements” shall mean each of the Guaranty Agreements between each of the
Loan Originators and XXXX, and any amendments or modifications thereto, as
set
forth on Schedule B attached hereto and others in accordance with the
Indenture.
(g) “Guaranty
Claims” shall mean a claim made by or on behalf of the Owner for payment by
XXXX following a Guaranty Event.
(h) “Guaranty
Fees” shall mean, collectively, all of the fees payable to XXXX for the
guarantee of a Loan as described in each of the Guaranty
Agreements.
(i) “Indenture”
means the Indenture dated as of September 1, 2007, by and between the Owner
and
the Trustee, as may be amended or supplemented from time to time.
(j) “Intangibles”
shall have the meaning set forth in Section 5(a)(ii).
(k) “Recoveries”
shall mean and include: (i) any and all cash, checks, drafts, orders
and all other instruments for the payment of money received by XXXX from or
on
behalf of Borrowers in payment of principal of, interest on, late fees with
respect to, and costs of collecting defaulted Loans with respect to which XXXX
has paid, in full, Guaranty Claims, from funds in the Pledged Account, and
the
proceeds of all of the foregoing, (ii) any amount received by XXXX upon the
sale
or other transfer of defaulted Loans with respect to which XXXX has paid, in
full, Guaranty Claims (including the sale of such Loans to the Owner as provided
in each of the Guaranty Agreements or the sale of the right to collect such
Loans or other similar rights with respect thereto), and (iii) in connection
with any pledge or assignment of defaulted Loans (or rights with respect
thereto) to secure a loan to XXXX, the amount of such loan. In all
cases, “Recoveries” shall be computed net of TERI’s Costs of
Collection. TERI’s “Costs of Collection” for purposes of this
Agreement shall mean all fees and expenses paid to third party collectors and
attorneys, and, to cover TERI’s internal costs, an amount equal to two and
one-half percent (2.5%) of the amount recovered (excluding amounts recovered
upon the sale of loans to the Owner as provided in each of the Guaranty
Agreements).
(l) “Secured
Obligations” shall have the meaning set forth in Section 6.
(m) “XXXX
Guarantee Fee Entitlement” means a portion of Guaranty
Fees equal
to (i) 1.75% of the principal amount of each Loan listed on Schedule C-1
attached hereto, (ii) an additional
1.00% of the principal amount of each Loan listed on Schedule C-2
attached hereto and (iii) 0.04%
of the aggregate outstanding principal balance of the Loans that are guaranteed
by XXXX and purchased by the Owner on the Closing Date, each payable in accordance with
each of
the Guaranty Agreements and Master Loan Guaranty Agreement, dated as of February
2, 2001, by and between The First Marblehead Corporation and XXXX, as amended
or
supplemented.
2. Creation
and Funding of the Pledged Account. Upon the execution of this
Agreement, the Owner shall establish with the Trustee an account (the
“Pledged Account”), which Pledged Account shall be pledged by the Owner
to the Trustee pursuant to the Indenture, for the purpose of depositing upon
receipt portions of the Guaranty Fees, Recoveries and earnings as provided
in
this Section 2. The Pledged Account shall be funded (a) by transfer
of all amounts held on the Closing Date in the Existing Pledged Account that
relate to the Loans being purchased on the Closing Date, determined as set
forth
in each of the Account Security Agreements, (b) by XXXX with certain Guaranty
Fees payable on the Closing Date with respect to the Loans being purchased,
and
(c) by XXXX with all Recoveries with respect to Loans on which XXXX has paid
Guaranty Claims, and earnings on the Pledged Account, all of which shall be
pledged by XXXX to the Owner under the terms of this Agreement. XXXX
hereby irrevocably directs the Owner to deposit the following amounts into
the
Pledged Account:
(a) Any
and
all Guaranty Fees previously paid by the Loan Originators and currently held
by
the Trustee in the Existing Pledged Account created under each of the Account
Security Agreements with respect to Loans purchased on the Closing Date as
set
forth in each of the Account Security Agreements;
(b) Any
and
all additional Guaranty Fees with respect to such Loans purchased by the Owner,
which fees will be deposited into the Pledged Account on the Closing Date;
and
(c) All
Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the
Trustee on the 15th day of
each month,
for Recoveries received during the preceding month.
Any
amounts remitted to the Trustee for deposit into the Pledged Account shall
be
accompanied by a notice in the form of Exhibit 2.
3. Pledged
Account Investment and Maintenance.
(a) The
Owner
shall withdraw from the Pledged Account and deposit into the Collection Account
of the Indenture any amounts owed by XXXX under each of the Guaranty Agreements
for Guaranty Claims as provided in Section 3(d)(i) hereof. The Owner
understands and agrees that XXXX shall be required to pay any such claim amounts
out of TERI’s general reserves and other assets only to the extent that and for
so long as the Pledged Account is without sufficient funds or is otherwise
unavailable to promptly pay whatever amounts are then due and payable under
each
of the Guaranty Agreements. Notwithstanding the foregoing, while
there is a default by XXXX under Section 8 hereof continuing, the provisions
of
Section 9 hereof shall apply.
(b) Prior
to
the occurrence of a default by XXXX under Section 8 hereof, XXXX may direct
the
Owner to invest amounts held in the Pledged Account in one or more Eligible
Investments. If a default under Section 8 occurs and is continuing,
the Administrator on behalf of the Owner shall have the sole right to direct
investment of the Pledged Account, but such investments shall be limited to
Eligible Investments.
(c) No
interest, dividends, distributions or other earnings of whatever nature which
are paid and derived from the Pledged Account (collectively, “Earnings”)
shall be withdrawn or paid to the Owner or XXXX or any other person or entity
unless pursuant to the provisions of Section 3(d). All Earnings shall
be fully, immediately and completely reinvested in the Pledged
Account. Any other provisions of this Agreement to the contrary
(either expressly or by implication) notwithstanding, all Earnings net of losses
shall be credited to and deemed income of XXXX and not of the Owner, and shall
be so treated by XXXX.
(d) Withdrawals
and disbursements from the Pledged Account shall be made only in accordance
with
the following provisions:
(i) Upon
receipt by the Owner of a Payment of Guaranty Claims Direction Letter,
substantially in the form of Exhibit 1 (and, after the occurrence of a
default under Section 8, whether or not such a Direction Letter is received),
the Owner shall withdraw from the Pledged Account and deposit in the Collection
Account of the Indenture the full amount of any valid Guaranty Claims made
in
accordance with each of the Guaranty Agreements for defaulted
Loans.
(ii) In
the
event TERI’s income on the Pledged Account should become subject to federal
income taxation or the income from the Pledged Account should become subject
to
excise tax under section 4940 of the Internal Revenue Code of 1986, as amended,
XXXX shall be entitled to the release of Earnings from the Pledged Account
equal
to the taxes actually paid by XXXX with respect to the income on the Pledged
Account. XXXX shall provide the Administrator, the Trustee and the
Note Insurer with a written request substantially in the form of Exhibit
3 attached hereto, for any such withdrawal, which request shall be
accompanied by documentation as to the amounts to be withdrawn (“Withdrawal
Request”). Not later than 15 days following receipt by the
Administrator of a Withdrawal Request, the Administrator may either (A) notify
XXXX of any objection to such Withdrawal Request along with reasons for such
objection or (B) request any further information or documentation relating
to
such request. If the Administrator does not object or request further
information from XXXX within such 15 day period, the Administrator shall be
deemed to have consented to the Withdrawal Request, and the Administrator shall
thereafter promptly cause the Trustee to withdraw the requested funds from
the
Pledged Account, provided, however, that so long as the Indenture is in
effect, no such withdrawal may be made without the consent of the Note Insurer
(which consent shall be required regardless of whether the Administrator has
consented thereto), such consent not to be unreasonably withheld. If
the Administrator objects to any Withdrawal Request, the Administrator shall
deny the request, notify the Trustee of such denial and provide XXXX with a
written statement of the Administrator’s reasons for denial, which denial must
be reasonably based on the requirements set forth in this Section
3(d).
4. Excess
Funds in the Pledged Account.
(a) On
the
Closing Date, the Owner shall pay XXXX from funds in the Pledged Account an
amount equal to 0.06% of
the aggregate outstanding principal balance of the Loans that are guaranteed
by
XXXX and purchased by the Owner on the Closing Date.
(b) If
on any
Distribution Date under the Indenture (after giving effect to all payments
on
that Distribution Date), the product of (i) the aggregate outstanding principal
balance of and earned interest on Loans held by or pledged to the Trustee,
multiplied by (ii) a factor equal to sixteen hundredths (.16) (the “Stress
Factor”) is less than the balance in the Pledged Account, and, if no default
exists hereunder or under any of the Guaranty Agreements and the sum of (x)
the
Pool Balance at the end of the preceding Collection Period plus (y) amounts
on
deposit in the Reserve Account and the Future Distribution Account is greater
than or equal to 103% of the Outstanding Amount of the Notes, the Administrator
shall cause the Trustee to pay to XXXX the amount by which the balance in the
Pledged Account exceeds such product. The parties agree that the
approval of the Stress Factor by the rating agencies is dependent upon the
types
of Loans purchased by the Owner on the Closing Date.
5. Security
Interest. As security for payment by XXXX of the Secured
Obligations (as hereinafter defined), XXXX hereby grants a security interest
in
and to (x) all property of XXXX now or hereafter deposited or held or required
to be deposited or held in the Pledged Account as described in Section 2 of
this
Agreement, including without limitation (i) any and all Guaranty Fees previously
paid by Loan Originators and currently held by U.S. Bank National Association
as
Trustee in the Existing Pledged Account created under each of the Account
Security Agreements with respect to Loans purchased on the Closing Date as
set
forth in each of the Account Security Agreements; (ii) any and all additional
Guaranty Fees with respect to such Loans purchased by the Owner, which fees
will
be deposited into the Pledged Account on the Closing Date; and (iii) all
Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the
Trustee on the 15th day of each month for Recoveries received during the
preceding month, and (y) TERI’s right to receive all Earnings. The
foregoing shall not be deemed to include a grant of a security interest in
defaulted Loans. In furtherance thereof and in confirmation of the
foregoing, XXXX hereby grants to the Owner (and its assigns) a first priority
security interest in and to the following, to the extent they relate
to Loans purchased by the Owner:
(a) All
property of XXXX deposited or held or required to be deposited or held in the
Pledged Account, as provided in this Agreement, or relating to any such property
of XXXX, whether tangible or intangible, and whether now owned or hereafter
acquired by XXXX and wheresoever located, including without
limitation:
(i) All
contract rights, claims, instruments, notes and accounts, whether now existing
or hereafter arising, including, without limitation, all of the same evidencing
or representing indebtedness due or to become due to XXXX (all hereinafter
called the “Accounts”);
(ii) All
funds
and investments thereof, whether in the form of certificates of deposit,
repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment
grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other
investments, securities (whether certificated or uncertificated and specifically
including any securities which are purchased through and for which records
are
maintained on a book entry system through any securities intermediary (as
defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles
and general intangibles, whether now existing or hereafter arising and
wheresoever located, or otherwise (all hereinafter called the
“Intangibles”);
(iii) All
right, title and interest of XXXX in or to all instruments and documents
relating to the above described property, including but not limited to, all
books, records, computer printouts, tapes, disks, ledger sheets, files and
other
data (all such instruments and documents being called the “Related
Documents”);
(iv) All
interest, dividends and/or other earnings of any kind which are paid with
respect to or derived from the Pledged Account, and all proceeds of any of
the
foregoing, and the present and continuing right to make claim for, collect
and
receive, any and all such interest, dividends and/or other earnings;
and
(v) All
the
proceeds of all of the foregoing;
(b) All
contract and other rights of XXXX to receive payment of Guaranty Fees, other
than the XXXX Guarantee Fee Entitlement, from the Owner under each of the
Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the
Owner pursuant to each of the Guaranty Agreements, and any separate undertaking
or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All
Recoveries and all rights of XXXX to receive or collect Recoveries;
and
(d) All
proceeds of the foregoing.
All
of
the foregoing property in which the Owner has been granted a security interest
is herein collectively referred to as “Collateral.” It is
expressly understood and agreed that this security interest shall automatically
attach to any and all future deposits to, earnings from, and proceeds of the
Pledged Account immediately upon deposit or accrual, and all Guaranty Fees
and
Recoveries immediately upon the receipt thereof, without the making or doing
of
any further act or thing whatsoever. XXXX shall promptly take all
further action, and execute and deliver to the Owner such other documents,
as
may be requested from time to time by the Owner to create, evidence, maintain
and effect the Owner’s security interest in the Pledged Account and the other
rights pledged hereunder.
6. Secured
Obligations. The security interest of the Owner under this
Agreement secures (a) the payment and performance of all indebtedness,
obligations and liabilities of XXXX arising at any time, now or in the future,
to the Owner (or its assignees), pursuant to each of the Guaranty Agreements;
(b) performance by XXXX of the agreements set forth in this Agreement; (c)
all
payments made or expenses incurred by the Owner (or its assignees), including,
without limitation, reasonable attorney’s fees and legal expenses, in the
exercise, preservation or enforcement of any of the rights, powers or remedies
of the Owner (or its assignees), or in the enforcement of the obligations of
XXXX, under this Agreement or each of the Guaranty Agreements (whether or not
paid or incurred in the context of a state or federal bankruptcy, insolvency,
or
reorganization proceeding); and (d) any renewals, continuations or extensions
of
any of the foregoing (all of which are collectively referred to as the
“Secured Obligations”).
7. Restrictions
on the Pledged Account. XXXX shall not (except as provided in
Sections 3(d)(ii), 4 and 13, or as otherwise specifically permitted by this
Agreement) be paid by the Owner, at the direction of the Administrator, any
funds from or further assign, pledge, or hypothecate the Pledged Account or
any
portion of the Pledged Account to any individual, person, entity or other third
party without the express prior written consent of the Owner and, while the
Indenture is in effect, the Note Insurer. Payments to XXXX will be by
wire transfer unless XXXX requests, in writing, another reasonable form of
payment.
8. Default. XXXX
shall be in default of this Agreement if XXXX fails to remit to the Owner from
the Pledged Account or otherwise, in accordance with the terms and provisions
of
the Guaranty Agreements, the principal balance (including capitalized fees
and
interest) and accrued interest and late fees on any Loan as to which a Guaranty
Event (as defined in each of the Guaranty Agreements) has occurred and as to
which the conditions set forth in each of the Guaranty Agreements to payment
of
a Guaranty Claim have been satisfied, and if such failure continues for a period
of thirty (30) days. Either XXXX or the Owner shall be in default of
this Agreement if (a) any representation, warranty, or statement made by such
party in or pursuant to this Agreement or each of the Guaranty Agreements is
found to be false or erroneous in any material respect, or (b) such party shall
fail or omit to perform or observe any material covenant or agreement made
by it
in this Agreement or each of the Guaranty Agreements, and if such circumstance,
failure or omission (if susceptible of cure) remains uncured for thirty (30)
days. Upon the occurrence of an event of default by XXXX, and while
such default is continuing, the Owner shall cease disbursing any funds at the
request of XXXX except to pay Guaranty Claims.
9. Remedies
Upon Default. The Owner shall have all of the rights and remedies
of a secured party under the Massachusetts Uniform Commercial Code (as the
same
may be amended from time to time), as well as all rights and remedies provided
by any other applicable law, at law, or in equity. Without limiting
the generality of the foregoing, the Administrator shall also have the right,
during the term of this Agreement, to do any or all of the following upon a
default and until any such default is cured:
(a) Acceleration. Without
any notice or demand, the Administrator may declare any or all Secured
Obligations then in default to be immediately due and payable.
(b) Possession. Without
notice, demand, or hearing, any right to which is hereby waived by XXXX, the
Administrator shall have full power and authority to hold, sequester, set-off
or
withdraw any and all funds from the Pledged Account and to (i) direct such
funds
for application to any Loan as to which a Guarantee Event has occurred and
XXXX
has failed to remit the principal balance (including capitalized fees and
interest) and accrued interest and late fees thereon in accordance with the
terms and conditions of each of the Guaranty Agreements or (ii) hold the funds
in the Pledged Account without making any disbursements of any kind to XXXX
as
otherwise provided in this Agreement, and to apply the funds to any Loan if
and
when a Guarantee Event occurs and XXXX fails to promptly remit to the Owner
the
unpaid principal balance (including capitalized fees and interest) and accrued
interest and late fees thereon in accordance with the conditions of each of
the
Guaranty Agreements.
(c) Collection
of Accounts.
(i) XXXX
hereby constitutes and appoints the Administrator (and upon assignment hereof,
the Trustee) its true and lawful attorney (which appointment is coupled with
an
interest), with full power of substitution, either in the Administrator’s own
name or in the name of XXXX, to ask for, demand, xxx for, collect, receive,
receipt and give acquittance for, any and all moneys due or to become due to
XXXX that are part of the Collateral; to endorse checks, drafts, orders and
other instruments for the payment of money payable to XXXX on account thereof,
to settle, compromise, prosecute, or defend any action, claim, or proceeding
with respect thereto; and to sell, assign, pledge, transfer and make any
agreement respecting, or otherwise deal with, the same.
(ii) XXXX
agrees that all Recoveries shall be held by the Owner to whatever extent may
be
necessary to facilitate full and complete payment of all amounts owed under
each
of the Guaranty Agreements. All such Recoveries received by XXXX
shall be remitted to the Trustee (properly endorsed for collection where
required), on the 15th day of each month, for Recoveries received during the
preceding month, and accompanied by Exhibit 2 and deposited in the
Pledged Account, for the payment of all of the Secured Obligations then in
default. XXXX agrees not to commingle any such collections or
proceeds with any of its other funds or property and agrees to hold the same
upon an express trust for the Owner until deposited in the Pledged Account,
as
aforesaid.
(iii) The
Administrator agrees to provide notice to XXXX of the Administrator’s or Owner’s
exercise of any of its rights under this Section 9(c).
(d) Transfer
of Intangibles. The Administrator shall have the right to take
possession of any agreement or other document evidencing any of the Intangibles,
and may apply for or seek, on behalf of and as attorney-in-fact for XXXX, any
necessary consent to the assignment, transfer, conveyance, sale, renewal,
reissuance or other disposition of the same, and XXXX shall cooperate fully
with
the Administrator in doing so and shall take all actions reasonably requested
by
the Administrator in furtherance thereof. XXXX hereby constitutes and
appoints the Administrator its true and lawful attorney (which appointment
is
coupled with an interest) with full power of substitution, either in the
Administrator’s own name or in the name of XXXX, to assign, transfer and convey,
subject to all requirements of law, any and all of TERI’s rights in and to any
of the Intangibles.
(e) Disposition. The
Administrator may assign, transfer, convey, any or all of the Collateral, by
public or private sale subject to TERI’s rights to retain a copy of each Related
Document now or in the future in TERI’s possession. The Administrator
shall provide XXXX with reasonable written notice of the time and place of
any
such sale.
(f) Proceeds.
All proceeds from the sale or other disposition of Collateral by the
Administrator under this Section 9 of this Agreement, and all other moneys
received by the Administrator pursuant to the terms of this Agreement shall
be
applied as follows:
(i) First,
to
the payment of all expenses incurred by the Administrator or Trustee in
connection with this Agreement or the exercise of any right or remedy hereunder,
or any sale or disposition, including, but not limited to the expenses of
taking, advertising, processing, preparing and storing the Collateral to be
sold, all court costs and the Administrator’s reasonable legal fees in
connection therewith;
(ii) Second,
to the payment of valid Guaranty Claims in accordance with the terms thereof
in
the order in which a complete claim (including all required documentation)
is
received, treating all such complete claims received the same day as received
at
the same time (if there are not sufficient funds in the Pledged Account to
pay
all claims payable therefrom received on a given day, all such claims shall
be
paid in part, pro rata, from the Pledged Account as directed by the
Administrator); and
(iii) Third,
any remainder to be held pursuant to the terms of this Agreement as continuing
security for TERI’s payment of the remaining Secured Obligations.
The
Administrator shall apply any such proceeds, monies, or balances in accordance
with this Agreement promptly upon its receipt of the same. In respect
of any application pursuant to clause (ii) above, such proceeds, monies, or
balances shall be applied by the Administrator to discharge in whole or in
part
any unpaid Secured Obligation, notwithstanding any manifestation of an intent
to
the contrary expressed in writing or otherwise by XXXX at any
time. Upon any sale of Collateral by the Administrator (whether
pursuant to a power of sale granted by a statute or under a judicial
proceeding), the receipt of the Administrator or of the officer making the
sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Administrator
or
such officer, or be answerable in any way for the misapplication
thereof. Notwithstanding the sale or other disposition of any
Collateral by the Administrator hereunder, XXXX shall remain liable for any
deficiency. Any Loan with respect to which the Owner receives payment
in full hereunder will forthwith be transferred to XXXX on the terms and
conditions set forth in the Guaranty Agreements.
10. Remedies
Cumulative. All rights, remedies, or powers conferred upon the
Owner herein or by law shall be cumulative and concurrent at the option of
the
Administrator, and the Administrator may, to whatever extent is reasonably
necessary to cure any default, foreclose or exercise the power of sale or any
other remedy available to it successively upon any default or upon successive
defaults hereunder without the necessity of declaring all sums secured hereby
to
be due and payable. Upon any such occasion, the Administrator shall
be authorized to sell or dispose of all or any such part of the Collateral
as
provided in this Agreement or pursuant to the Indenture and as permitted by
law. The remaining Collateral shall continue as security for any
other sums remaining due after such sale, lease, or disposition or thereafter
to
become due or payable on any of the Secured Obligations.
11. Pledge
by the Owner; Role of the Administrator.
(a) XXXX
acknowledges that the Owner has pledged all of its right, title and interest
under this Agreement and its interest in the Pledged Account as collateral
security to the Trustee pursuant to the Indenture. Pursuant to such
pledge, all rights of the Owner hereunder, subject to the limitations and
obligations of this Agreement, may be exercised by the Trustee, pursuant to
the
terms of the Indenture. Subject to the terms and limitations of this
Agreement, the Administrator, on the Owner’s behalf or at the direction of the
Note Insurer, in accordance with the Indenture, shall request that the Trustee
exercise the Owner’s rights and obligations hereunder, including, without
limitation:
(i) The
withdrawal of funds from the Pledged Account to pay the Trustee, as assignee
of
the Loans, with respect to a Guaranty Claim pursuant to Section 3(d)(i)
hereof;
(ii) The
withdrawal of funds pursuant to Section 3(d)(ii) hereof;
(iii) The
investment of funds in the Pledged Account in Eligible Investments as directed
by XXXX from time to time; and
(iv) The
exercise of the remedies of the Owner on default by XXXX under Section
9.
(b) The
Owner
hereby directs XXXX to pay all sums intended to be placed in the Pledged
Account, including, without limitation, all future Recoveries, directly to
the
Trustee. The Pledged Account shall be maintained by the Trustee in
accordance with 8.02(c)(F) of the Indenture and funds held therein shall be
invested by the Trustee in Eligible Investments pursuant to and in accordance
with 8.02(b) of the Indenture. Funds held in the Pledged Account in
the form of bank deposits shall be deposited only with institutions that are
federally insured.
(c) The
Trustee, the Note Insurer and the holders of the notes authenticated and
delivered pursuant to the Indenture, are intended third-party beneficiaries
of
this Agreement, with rights to enforce the Owner’s interests in the
same. Such third-party beneficiaries are not parties hereto and incur
no liabilities hereunder.
(d) The
Administrator has been appointed to act for the Owner in connection with the
transactions contemplated by the Indenture. The Administrator has the
power and authority to take any action and give any notice required or permitted
by the Owner hereunder and XXXX may deal with Administrator as if it were
dealing with the Owner. Any notice required to be given to the Owner
by XXXX shall also be given to Administrator. The Administrator will
request instructions from the Trustee on behalf of the Noteholders or the Note
Insurer (pursuant to the Indenture), as the case may be, for any non-ministerial
action that the Administrator is required to take under this
Agreement.
12. Possession
of Collateral. Throughout the term of this Agreement, possession
of the Collateral shall be maintained by the Trustee, or its agent or nominee
(if the Trustee so chooses from time to time), as necessary and appropriate
to
perfect the Owner’s, and, while the Indenture is in effect, the Trustee’s
security interest therein as provided in and subject to the terms of this
Agreement. Upon termination of the Indenture and satisfaction in full
of all debt secured thereby and release of the Pledged Account to the Owner,
the
Administrator may designate an alternative collateral agent to hold the Pledged
Account.
13. Termination
of Security Interests. This Agreement and the security interests
under this Agreement shall terminate when all amounts due and owing on account
of, and all obligations and liabilities of XXXX in respect of, the Secured
Obligations shall have been fully performed, satisfied and paid as provided
in
this Agreement and the Guaranty Agreements. At such time, the
Administrator shall promptly reassign and deliver to XXXX, without recourse
or
representation, against TERI’s receipt, all Collateral then held by the Owner or
anyone claiming by, through or under the Owner. XXXX shall execute
and if necessary deliver to the Administrator for execution, and the
Administrator shall promptly cause to be filed at the Owner’s expense,
termination statements in respect of any financing statements filed under this
Agreement. The Administrator agrees to fulfill the Owner’s
obligations to file such termination statements at its own cost and
expense. The security interests hereunder shall terminate as to all
Collateral lawfully withdrawn by or paid to XXXX hereunder, upon the occurrence
of such withdrawal or payment.
14. Representations
and Warranties.
(a) Each
party, with respect to itself, represents and warrants that:
(i) The
making and performance of this Agreement and the activities contemplated hereby
have been duly authorized by all necessary action and do not and will
not:
(A) Violate
any provision of law, or any regulation, order, decree, writ or injunction,
or
any provision of such party’s charter, bylaws, or any other organizing document;
or
(B) Violate
or result in the breach of, or constitute a default or require any consent
under, any agreement or instrument by which it or any of its property may be
bound or affected.
(ii) This
Agreement is the legal, valid and binding obligation of such party, enforceable
in accordance with the terms hereof, subject to the exercise of judicial
discretion in accordance with general principles of equity, the valid exercise
of state police powers and the constitutional powers of the United States of
America, and bankruptcy, insolvency, reorganization, moratorium or similar
laws
affecting creditors’ rights generally.
(iii) There
is
no pending or threatened litigation that would, if resolved adversely to such
party, adversely impact such party’s ability to perform any of its obligations
under this Agreement or each of the Guaranty Agreements.
(b) XXXX
represents and warrants that:
(i) Except
for the security interests of the Owner created under this Agreement, XXXX
is
and will be the owner of the Collateral, whenever acquired or arising, free
and
clear of all liens, security interests, claims, encumbrances, charges, set-offs,
defenses and counterclaims;
(ii) This
Agreement creates a valid and continuing security interest (as defined in the
applicable Uniform Commercial Code (“UCC”) in effect in the Commonwealth
of Massachusetts) in the Collateral in favor of the Owner, which security
interest is prior to all other liens, charges, security interests, mortgages
or
other encumbrances, and is enforceable as such as against creditors of and
purchasers from XXXX;
(iii) The
Collateral constitutes “money” or a “deposit account” or “investment property”
or “general intangibles” or “accounts” within the meaning of the applicable
UCC.
(iv) XXXX
has
caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
in
the Collateral granted to the Owner hereunder in which a security interest
can
be perfected by the filing of a financing statement in such office.
(v) Other
than the security interest granted to the Owner pursuant to this Agreement,
XXXX
has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Collateral. XXXX has not authorized the filing of
and is not aware of any financing statements against XXXX that include a
description of collateral covering the Collateral other than any financing
statement relating to the security interest granted to the Owner hereunder
or
that has been terminated. XXXX is not aware of any judgment or tax
lien filings against XXXX.
The
foregoing representations and warranties in this Section 14(b) shall continue
in
full force and effect until termination of this Agreement.
(c) The
foregoing representations and warranties are subject to (i) the exercise of
judicial discretion in accordance with the general principles of equity; (ii)
the valid exercise of the police powers of the several states of the United
States of America and of the constitutional powers of the United States of
America and (iii) bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditor’s rights generally.
15. Covenants
of XXXX. XXXX agrees and covenants with the Owner as
follows:
(a) Maintenance
and Use of Collateral. XXXX shall not permit the Collateral to be
used in violation of any of the Guaranty Agreements or this
Agreement.
(b) Taxes. XXXX
shall, if so obligated, pay and discharge when due all taxes, assessments,
license or permit fees, levies and other charges upon the Collateral, and XXXX
shall, if so obligated, also pay and discharge when due all other taxes, levies,
or assessments relating to its business which, if unpaid, might give rise to
any
penalty, security interest, lien, charge, levy, assessment, or encumbrance
in,
on or against the Collateral. The Collateral and all income and/or
proceeds of the Collateral shall be, and be treated by XXXX as being, the
property of XXXX, subject to the pledge and security interest created hereunder,
and XXXX shall report the Collateral and all such proceeds as its sole property
until, unless and except to the extent any of the Collateral is paid and
transferred pursuant to each of the Guaranty Agreements and this
Agreement.
(c) No
Encumbrance. Except as otherwise expressly permitted in this
Agreement, XXXX shall not sell, assign, transfer, pledge, hypothecate, or
otherwise dispose of or encumber any of the Collateral or any interest therein
until all of the Secured Obligations are fully satisfied. XXXX shall
protect and defend the Collateral from and against any and all claims, demands,
or legal proceedings brought or asserted by any party other than the
Trustee.
(d) Maintenance
of Security Interest. XXXX agrees that it shall do all things
necessary to preserve and maintain the security interests of the Owner under
this Agreement and Indenture as a first priority lien in the Collateral and
shall not permit the creation of any other lien, charge, security interest,
or
encumbrance in the Collateral. XXXX agrees that it shall execute and
if necessary deliver to the Trustee for execution, and the Administrator agrees
to file or record (at its own cost and expense), such notices, financing
statements, continuation statements, certificates of title and other documents,
and XXXX shall deliver to the Trustee upon request therefor such securities,
agreements, writings, documents, certificates, instruments, or other
intangibles, as the Trustee reasonably deems necessary from time to time to
perfect and maintain the perfection of the security interests of the Trustee
under this Agreement. The Trustee or the Administrator shall have the
right to file this Agreement and any financing statement reflecting the content
of this Agreement for record in any governmental office.
(e) Records,
Statements and Related Documents. XXXX agrees:
(i) When
reasonably requested to do so by the Administrator, to prepare and deliver
to
the Administrator a schedule in form satisfactory to the Administrator,
certified by an authorized officer of XXXX, listing all Collateral and the
location thereof; and
(ii) To
keep
accurate and complete records at all times in respect of the Collateral and
to
deliver to the Administrator copies of such records and such other information
regarding the Collateral which the Administrator may reasonably
request.
(f) Location
of Books and Records. The principal office of XXXX is located at
31 Xx. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and all books of account
and
records relating to the collateral and TERI’s business are located at TERI’s
principal office. XXXX shall not, without giving the Administrator at
least ten (10) days prior written notice, change the location of any of the
Collateral or the location at which it does business, including, without
limitation, the location at which any books of account or records relating
to
the Collateral and TERI’s business are kept.
(g) Notice. XXXX
shall promptly notify the Owner of any change in TERI’s name or its jurisdiction
of organization or any physical loss, destruction, or damage to any material
portion of the Collateral. XXXX shall also promptly notify the Owner
and the Note Insurer of any default hereunder. In the event of a name
change or change in its jurisdiction of organization, XXXX shall take such
actions, if any, as shall be necessary to maintain the security interests of
the
Owner hereunder.
(h) Further
Information. XXXX shall execute and deliver, or cause to be
executed and delivered, to the Trustee (and to any other financial institution
holding the Pledged Account), in a form satisfactory to the Trustee (or such
other institution), TERI’s certification of its tax identification number and
such other documents as the Trustee shall reasonably request to perform its
obligations hereunder.
(i) Non-Petition. XXXX
shall not at any time prior to one
year and one day after all outstanding obligations of the Owner are paid under
the Indenture institute against the Owner any bankruptcy proceeding under the
Bankruptcy Code or any state bankruptcy or similar law in connection with any
obligations of
the Owner under this Agreement. The Administrator shall not at any
time prior to one year and one day after all outstanding obligations of the
Owner are paid under the Indenture institute against the Owner any bankruptcy
proceeding under the Bankruptcy Code or any state bankruptcy or similar law
in
connection with any obligations of the Owner under this
Agreement.
16. Waiver. No
delays or omissions by any party hereto in exercising or enforcing any of its
respective rights, remedies, powers, privileges and discretions (“Rights and
Remedies”) shall operate as or constitute a waiver of any such Rights and
Remedies. No waiver by a party of any default under this Agreement or
any of the Guaranty Agreements shall operate as a waiver of any other default
under this Agreement or any Guaranty Agreement. No waiver of a
default by XXXX shall be valid without the Note Insurer’s consent. No
single or partial exercise by a party of any of its Rights and Remedies shall
preclude the other of further exercise of such Rights and
Remedies. No waiver or modification of a party’s Rights and Remedies
on any one occasion shall be deemed a waiver on any subsequent occasion, nor
shall it be deemed a continuing waiver. All Rights and Remedies shall
be cumulative and not alternative or exclusive, and a party may exercise any
such Rights and Remedies at such time or times and in such order of preference
as that party in its sole discretion may determine.
17. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which shall together be deemed a single
agreement.
18. Confidentiality. The
parties acknowledge that this Agreement contains confidential information and
agree not to disclose any of the terms and conditions relating to this Agreement
and the Pledged Account without the prior express written consent of the
others. The provisions of the foregoing sentence to the contrary
notwithstanding, any such information may be disclosed (a) to any employees,
officers, directors or representatives of the parties to effect the purpose
of
the Student Loan Programs; (b) by XXXX and the Administrator to the affiliates
and agents of either of them, and other third parties, to effectuate this
Agreement, provided that such parties are under a corresponding written
obligation to maintain the confidentiality of the Owner’s information; and (c)
to the attorneys and accountants of the parties on a confidential
basis. This provision shall, further, not be construed to prohibit
the disclosure of any information relating to this Agreement (i) that is now
or
in the future becomes public information, (ii) as may be required by applicable
law or this Agreement, each of the Guaranty Agreements or the Indenture, (iii)
to the underwriters and rating agencies, their employees, trustees and attorneys
and to such others as the Administrator may determine necessary (including
regulators, potential investors in a private or public offering and the Note
Insurer) in connection with the sale, securitization or other financing of
any
of the Loans, (iv) in any private placement memorandum in connection with the
sale, securitization or other financing of any of the Loans, and (v) as
necessary to perfect or enforce the security interest in the Collateral granted
hereunder. Nothing in this Agreement shall limit or restrict XXXX,
the Administrator, or any affiliate of the Administrator (A) in their exchange
and use of information as among them, to the extent such exchange or use is
governed by other agreements; or (B) from using, manipulating, sharing and
disclosing Loan information that has been de-identified so that the identity
of
the borrower, the lender, or the holder of a Loan (including but not limited
to
the Owner and Trustee) cannot be determined.
19. Choice
of Law. This Agreement shall be governed and construed in
accordance with Massachusetts law, without regard to principles of conflict
of
laws.
20. Severability. If
at any time one or more provisions of this Agreement is or becomes invalid,
illegal or unenforceable in whole or in part, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or
impaired thereby.
21. Assignment. This
Agreement may not be assigned by any party without the others’ prior express
written consent and the consent of the Note Insurer; provided, however, that
pursuant to Section 11, this Agreement and the Owner’s rights hereunder may be
assigned by the Owner as collateral security to the Trustee, and the Trustee
and
certain other persons are intended beneficiaries of this Agreement.
22. Headings. The
section headings used in this Agreement are for convenience of reference only
and are not to affect the construction or to be taken into consideration in
interpreting this Agreement.
23. Amendment. This
Agreement may be amended or modified only by the written agreement of XXXX,
the
Owner, the Administrator and while the Indenture remains in effect, the prior
written consent of the Trustee and, so long as any of the Notes are outstanding
or any amounts are owed to the Note Insurer, the Note Insurer.
24. Notices. All
notices under this Agreement shall be sent by any means requiring receipt
signature, or if by facsimile confirmed by first-class mail, postage or other
delivery charge prepaid to
XXXX:
The
Education Resources Institute, Inc.
31
Xx.
Xxxxx Xxxxxx
Xxxxxx,
XX 00000
Attention: President
The
Trustee:
U.S.
Bank
National Association
Corporate
Trust Services-SFS
Onx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
Attention: Xxxxx
Xxxxx
The
Administrator or the Owner:
First
Marblehead Data Services, Inc.
The
Prudential Tower
800
Xxxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx,
XX 00000-0000
Attention: Xx.
Xxxxxxx
Xxxxxxxxxxx
with
a
copy to:
First
Marblehead Corporation
The
Prudential Tower
800
Xxxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Corporate Law Department
The
Note Insurer:
Ambac
Assurance Corporation
Onx
Xxxxx
Xxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Student
Loan Group - CABS
Telecopy
No.: 000-000-0000
Any
party
may, by notice to the other parties in accordance with this section, designate
a
different address for notices thereafter under this Agreement.
25. Non-Business
Days. Any action required or permitted to be taken or done
hereunder on a day which is not a business day in Boston, Massachusetts may
be
taken or done on the next business day with the same effect as if taken or
done
on such non-business day.
26. Role
of the Owner Trustee. It is expressly understood and agreed by
the parties hereto that (a) this Agreement is executed and delivered by
Wilmington Trust Company (“WTC”), not individually or personally but
solely as trustee of the Owner in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Owner is made and intended not as
personal representations, undertakings and agreements by WTC but is made and
intended for the purpose for binding only the Owner, (c) nothing herein
contained shall be construed as creating any liability on WTC, individually
or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any Person claiming by, through or under the parties hereto and (d)
under
no circumstances shall WTC be personally liable for the payment of any
indebtedness or expenses of the Owner or be liable for the breach or failure
of
any obligation, representation, warranty or covenant made or undertaken by
the
Owner under this Agreement or any other document.
[Signature
Pages
Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their respective officers, being first duly authorized, as of the day and year
first above written.
|
THE
EDUCATION RESOURCES INSTITUTE, INC.
|
||||
|
By:
/s/ Xxxxxxx X.
Xxxxxxxx
|
||||
|
Name:
Xxxxxxx X. Xxxxxxxx
|
||||
|
Title: Vice
President, Treasurer and CFO
|
||||
|
FIRST
MARBLEHEAD DATA SERVICES, INC.
|
||||
|
By:
/s/ Xxxxxxx
Xxxxxxxxxxx
|
||||
|
Name:
Xxxxxxx Xxxxxxxxxxx
|
||||
|
Title: President
|
||||
|
By:
|
WILMINGTON
TRUST COMPANY, acting solely as Owner Trustee and not in its individual
capacity
|
|||
|
By:
/s/ Xxxxxxxx X.
Xxxxx
|
||||
|
Name:
Xxxxxxxx X. Xxxxx
|
||||
|
Title: Vice
President
|
||||
SCHEDULES
TO DEPOSIT AND SECURITY AGREEMENT
Schedule
A – Student Loan Programs
Schedule
B – Loan Originators, Guaranty Agreements, Student Loan Purchase Agreements and
Account Security Agreements
Schedule
C – Loan Rosters
EXHIBITS
TO DEPOSIT AND SECURITY AGREEMENT
Exhibit
1
– Payment of Guaranty Claims Direction Letter
Exhibit
2
– Remittance of Guaranty Fees and/or Recoveries Letter
Exhibit
3
– Request for Reimbursement of Income Tax or Other Tax Amounts
SCHEDULE
A
Student
Loan Programs
Bank
of
America, N.A.
|
·
|
Bank
of America Private Loan Program
|
|
·
|
Bank
of America XXXX (School Channel) Loan
Program
|
|
·
|
Direct
to Consumer (DTC) Loan Program
|
|
·
|
Bank
of America XXXX ISLP Loan Program
|
Charter
One Bank, N.A.
|
·
|
Alternative
Loan Program
|
|
·
|
AAA
Southern New England Bank
|
|
·
|
AES
EducationGAIN Loan Program
|
|
·
|
American
Student Loan Services Private Loan
Program
|
|
·
|
Citibank
Education Assistance Loan Program
|
|
·
|
College
Loan Corporation Loan Program
|
|
·
|
EdFinancial
Loan Program
|
|
·
|
Extra
Credit II Loan Program (North Texas Higher
Education)
|
|
·
|
M&I
Alternative Loan Program
|
|
·
|
National
Education Loan Program
|
|
·
|
nBuy
Private Loan Program
|
|
·
|
NextStudent
Alternative Loan Program
|
|
·
|
Astrive
Education (f/k/a START) Loan
Program
|
|
·
|
Astrive
Alliance (f/k/a START) Education 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
|
|
·
|
ThinkFinancial
Alternative Loan Program
|
Citizens
Bank of Rhode Island
|
·
|
Alternative
Loan Program (DTC and School
Channel)
|
|
·
|
ISLP
Loan Program
|
|
·
|
Compass
Bank Loan Program
|
|
·
|
FinanSure
Alternative Loan Program
|
|
·
|
Navy
Federal Alternative Loan Program
|
|
·
|
Xanthus
Alternative Loan Program
|
|
·
|
Penn
State Undergraduate Loan Program
|
Comerica
Bank
|
·
|
Comerica
Private Loan Program
|
First
National Bank Northeast
|
·
|
Nelnet
Undergraduate Alternative Loan
Program
|
HSBC
Bank
USA, National Association
|
·
|
HSBC
Loan Program
|
The
Huntington National Bank
|
·
|
Huntington
Education Loan Program
|
InsurBanc
|
·
|
InsurBanc
Loan Program
|
JPMorgan
Chase Bank, N.A.
|
·
|
CORPORATE
ADVANTAGE Loan Program
|
|
·
|
EDUCATION
ONE Loan Program
|
|
·
|
Campus
One Loan Program
|
KeyBank
National Association
|
·
|
KeyBank
Private Education Loan Program
|
Manufacturers
and Traders Trust Company
|
·
|
M&T
Alternative Loan Program
|
National
City Bank
|
·
|
National
City Bank Loan Program
|
|
·
|
National
City Referral Loan Program, including the Astute Private Loan
Program
|
PNC
Bank,
N.A.
|
·
|
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
|
|
·
|
Regions
Bank Private Loan Program
|
Sovereign
Bank
|
·
|
Alternative
Student Loan Program
|
SunTrust
Bank
|
·
|
SunTrust
Loan Program
|
Union
Federal Savings Bank
|
·
|
UFSB
Astrive Loan Program
|
U.S.
Bank
National Association
|
·
|
U.S
Bank Alternative Loan Program
|
SCHEDULE
B
Loan
Originators, Guaranty Agreements, Student Loan Purchase Agreements and Account
Security Agreements
Loan
Originators
|
·
|
Bank
of America, N.A.
|
|
·
|
Charter
One Bank, N.A.
|
|
·
|
Citizens
Bank of Rhode Island
|
|
·
|
Comerica
Bank
|
|
·
|
First
National Bank Northeast
|
|
·
|
HSBC
Bank USA, National Association
|
|
·
|
The
Huntington National Bank
|
|
·
|
InsurBanc
|
|
·
|
JPMorgan
Chase Bank, N.A.
|
|
·
|
KeyBank
National Association
|
|
·
|
Manufacturers
and Traders Trust Company
|
|
·
|
National
City Bank
|
|
·
|
PNC
Bank, N.A.
|
|
·
|
Sovereign
Bank
|
|
·
|
SunTrust
Bank
|
|
·
|
Union
Federal Savings Bank
|
|
·
|
U.S.
Bank National Association
|
Guaranty
Agreements
Each
of
the following Guaranty Agreements, as amended or supplemented, was entered
into
by and between The Education Resources Institute, Inc. and:
|
·
|
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 XXXX ISLP Loan Program.
|
|
·
|
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 XXXX ISLP Loan Program.
|
|
·
|
Bank
of America, N.A., dated June 30, 2003, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
|
|
·
|
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.
|
|
·
|
Charter
One Bank, N.A., dated October 31, 2003, for loans that were originated
under Charter One’s AES EducationGAIN Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated June 30, 2003, for loans that were originated
under
Charter One’s Citibank Education Assistance Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated July 1, 2002, for loans that were originated
under
Charter One’s College Loan Corporation Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 10, 2004, for loans that were originated
under
Charter One’s Edfinancial Loan
Program.
|
|
·
|
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).
|
|
·
|
Charter
One Bank, N.A., dated September 20, 2003, for loans that were originated
under Charter One’s M&I Alternative Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated November 17, 2003, for loans that were originated
under Charter One’s National Education Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 15, 2002, for loans that were originated
under
Charter One’s NextStudent Alternative Loan
Program.
|
|
·
|
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
Program.
|
|
·
|
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).
|
|
·
|
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 Alternative Loan Program, FinanSure Alternative
Loan
Program, Navy Federal Alternative Loan Program, and Xanthus Alternative
Loan Program.
|
|
·
|
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.
|
|
·
|
Comerica
Bank, dated June 30, 2006, for loans that were originated under Comerica
Bank’s Private Loan Program.
|
|
·
|
First
National Bank Northeast, dated August 1, 2001, for loans that were
originated under First National Bank Northeast’s Nelnet Undergraduate
Alternative Loan Program.
|
|
·
|
HSBC
Bank USA, National Association, dated April 17, 2002, for loans that
were
originated under the HSBC Loan
Program.
|
|
·
|
The
Huntington National Bank, dated May 20, 2003, for loans that were
originated under the Huntington Education Loan
Program.
|
|
·
|
InsurBanc,
dated July 1, 2006, for loans that were originated under the InsurBanc
Loan Program.
|
|
·
|
JPMorgan
Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002,
for
loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
Program, EDUCATION ONE Loan Program, and Campus One Loan
Program.
|
|
·
|
KeyBank
National Association, dated May 12, 2006, for loans that were originated
under KeyBank’s Private Education Loan
Program.
|
|
·
|
Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under the M&T Alternative Loan
Program.
|
|
·
|
National
City Bank, dated July 26, 2002, for loans that were originated under
the
National City Loan Program.
|
|
·
|
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.
|
|
·
|
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
|
|
·
|
Sovereign
Bank, dated April 30, 2004, for loans that were originated under
Sovereign
Bank’s Alternative Student Loan
Program.
|
|
·
|
SunTrust
Bank, dated March 1, 2002, for loans that were originated under the
SunTrust Loan Program.
|
|
·
|
Union
Federal Savings Bank, dated March 26, 2007, for loans that were originated
under the USFB Astrive Loan
Program.
|
|
·
|
U.S.
Bank National Association, dated May 1, 2005, for loans that were
originated under the U.S Bank Alternative Loan
Program.
|
Note
Purchase Agreements
Each
of
the 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 Private Loan Program, XXXX School Channel Loan
Program and ISLP Loan Program.
|
|
·
|
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.
|
|
·
|
Bank
of America, N.A., dated April 1, 2006, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
|
|
·
|
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.
|
|
·
|
Charter
One Bank, N.A., dated October 31, 2003, for loans that were originated
under Charter One’s AES EducationGAIN Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated June 30, 2003, for loans that were originated
under
Charter One’s Citibank Education Assistance Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated July 1, 2002, for loans that were originated
under
Charter One’s College Loan Corporation Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 10, 2004, for loans that were originated
under
Charter One’s EdFinancial Loan
Program.
|
|
·
|
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).
|
|
·
|
Charter
One Bank, N.A., dated September 20, 2003, for loans that were originated
under Charter One’s M&I Alternative Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated November 17, 2003, for loans that were originated
under Charter One’s National Education Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 15, 2002, for loans that were originated
under
Charter One’s NextStudent Alternative Loan
Program.
|
|
·
|
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.
|
|
·
|
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).
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
Comerica
Bank, dated June 30, 2006, for loans that were originated under Comerica
Bank’s Private Loan Program.
|
|
·
|
First
National Bank Northeast, dated August 1, 2001, for loans that were
originated under First National Bank Northeast’s Nelnet Undergraduate
Alternative Loan Program.
|
|
·
|
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.
|
|
·
|
The
Huntington National Bank, dated May 20, 2003, for loans that were
originated under the Huntington Education Loan
Program.
|
|
·
|
InsurBanc,
dated July 1, 2006, for loans that were originated under the InsurBanc
Loan Program.
|
|
·
|
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.
|
|
·
|
KeyBank
National Association, dated May 12, 2006, for loans that were originated
under KeyBank’s Private Education Loan
Program.
|
|
·
|
Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under the M&T Alternative Loan
Program.
|
|
·
|
National
City Bank, dated November 13, 2002, for loans that were originated
under
the National City Loan Program.
|
|
·
|
National
City Bank, dated July 21, 2006, for loans that were originated under
the
National City Referral Loan Program, including the Astute Private
Loan.
|
|
·
|
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.
|
|
·
|
Sovereign
Bank, dated April 30, 2004, for loans that were originated under
Sovereign
Bank’s Alternative Student Loan
Program.
|
|
·
|
SunTrust
Bank, dated March 1, 2002, for loans that were originated under the
SunTrust Loan Program.
|
|
·
|
Union
Federal Savings Bank, dated March 26, 2007, for loans that were originated
under the UFSB Astrive Loan
Program.
|
|
·
|
U.S.
Bank National Association, dated May 1, 2005, for loans that were
originated under the U.S Bank Alternative Loan
Program.
|
Deposit
Agreements
Each
of the following Deposit and
Security Agreements or Security Agreements and Control Agreements, as amended
or
supplemented, was entered into by and among The Education Resources Institute,
Inc., The First Marblehead Corporation, U.S. Bank National Association
(successor in interest to State Street Bank and Trust Company)
and:
|
·
|
Bank
of America, N.A., dated April 30, 2001, for loans that were originated
under Bank of America’s BAGEL Loan Program, XXXX (School Channel) Loan
Program and XXXX ISLP Loan Program.
|
|
·
|
Bank
of America, N.A., dated June 30, 2003, for loans that were originated
under Bank of America’s Direct to Consumer Loan
Program.
|
|
·
|
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.
|
|
·
|
First
National Bank Northeast, dated July 31, 2001, for loans that were
originated under First National Bank Northeast’s Nelnet Undergraduate
Alternative Loan Program.
|
|
·
|
HSBC
Bank USA, National Association, dated April 17, 2002, for loans that
were
originated under the HSBC Loan
Program.
|
|
·
|
The
Huntington National Bank, dated May 20, 2003, for loans that were
originated under the Huntington Education Loan
Program.
|
|
·
|
JPMorgan
Chase Bank, N.A. (as successor to Bank One, N.A.), dated April 30,
2001,
for loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
Program, EDUCATION ONE Loan Program, and Campus One Loan
Program.
|
|
·
|
National
City Bank, dated July 26, 2002, for loans that were originated under
the
National City Loan Program and the National City Referral Loan Program,
including the Astute Private Loan
Program.
|
|
·
|
SunTrust
Bank, dated March 1, 2002, for loans that were originated under the
SunTrust Loan Program.
|
Each
of the following Control
Agreements, as amended or supplemented, was entered into by and among The First
Marblehead Corporation, U.S. Bank National Association and:
|
·
|
Charter
One Bank, N.A., dated March 1, 2004, for all XXXX-guaranteed loan
programs
funded by Charter One Bank, N.A.
|
|
·
|
Citizens
Bank of Rhode Island, dated April 30, 2004, for all loan XXXX-guaranteed
programs funded by Citizens Bank of Rhode Island other than the Citizens
Bank Penn State Undergraduate Loan
Program.
|
|
·
|
Comerica
Bank, dated June 30, 2006, for loans that were originated in the
Comerica
Direct to Consumer Loan Program.
|
|
·
|
InsurBanc,
dated July 1, 2006, for loans that were originated in the InsurBanc
Loan
Program.
|
|
·
|
KeyBank
National Association, dated May 12, 2006, for loans that were originated
in the KeyBank Private Education Loan
Program.
|
|
·
|
Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under the M&T Alternative Loan
Program.
|
|
·
|
PNC
Bank, N.A., dated April 22, 2004, for all XXXX-guaranteed loan programs
funded by PNC Bank, N.A..
|
|
·
|
Sovereign
Bank, dated April 30, 2004, for loans that were originated under
Sovereign
Bank’s Alternative Student Loan
Program.
|
|
·
|
Union
Federal Savings Bank, dated March 26, 2007, for loans that were originated
under the UFSB Astrive Loan
Program.
|
|
·
|
U.S.
Bank National Association, dated May 1, 2005, for loans that were
originated under the U.S Bank Alternative Loan
Program.
|
Each
of the following Security
Agreements, as amended or supplemented, was entered into by and between The
Education Resources Institute, Inc. and:
|
·
|
Charter
One Bank, N.A., dated March 1, 2004, for all XXXX-guaranteed loan
programs
funded by Charter One Bank, N.A..
|
|
·
|
Citizens
Bank of Rhode Island, dated April 30, 2004, for all XXXX-guaranteed
loan
programs funded by Citizens Bank of Rhode
Island.
|
|
·
|
Comerica
Bank, dated June 30, 2006, for loans that were originated in the
Comerica
Direct to Consumer Loan Program.
|
|
·
|
InsurBanc,
dated July 1, 2006, for loans that were originated in the InsurBanc
Loan
Program.
|
|
·
|
KeyBank
National Association, dated May 12, 2006, for loans that were originated
in the KeyBank Private Education Loan
Program.
|
|
·
|
Manufacturers
and Traders Trust Company, dated April 29, 2004, for loans that were
originated under the M&T Alternative Loan
Program.
|
|
·
|
PNC
Bank, N.A., dated April 22, 2004, for all XXXX-guaranteed loan programs
funded by PNC Bank, N.A..
|
|
·
|
Sovereign
Bank, dated April 30, 2004, for loans that were originated under
Sovereign
Bank’s Alternative Student Loan
Program.
|
|
·
|
Union
Federal Savings Bank, dated March 26, 2007, for loans that were originated
under the UFSB Astrive Loan
Program.
|
|
·
|
U.S.
Bank National Association, dated May 1, 2005, for loans that were
originated under the U.S Bank Alternative Loan
Program.
|
SCHEDULE
C-1
[On
file with Trustee]
SCHEDULE
C-2
[On
file with Trustee]
EXHIBIT
1
Payment
of Guaranty Claims Direction Letter
[XXXX
LETTERHEAD]
First
Marblehead Data Services, Inc.
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
with
a copy to:
U.S.
Bank National Association
Corporate
Trust Services-SFS
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
Re: XXXX/NCT
Pledged Account #
Ladies
and Gentlemen:
Reference
is made to (i) the Deposit and Security Agreement (the “Agreement”),
dated as of September 20, 2007, by and among THE EDUCATION RESOURCES INSTITUTE,
INC. (“XXXX”), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2007-3. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms
in
the Agreement.
In
accordance with the Agreement, please remit $___________________ in Guarantee
Claims to
U.S.
Bank
National Association
ABA
#
_______________]
Corporate
Trust Department
DDA
A/C#
____________]
Attention:
__________________________]Collateral Proceeds Acct.
SEI#:
________________]
In
addition, please fax this direction letter along with the attached breakdown,
which lists the Loan(s), associated with the above-referenced claim funds
to:
Owner]
Attention: Name]; and Servicer]
Attention: [Name]:
Fax
Number:
____________ Fax
Number:
Please
contact me at [XXXX Contact Telephone Number] should you have
any questions regarding this request.
| Authorized Signature | |||
| XXXX |
Enc
EXHIBIT
2
Recoveries
Letter
[XXXX
LETTERHEAD]
First
Marblehead Data Services, Inc.
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
with
a copy to:
U.S.
Bank National Association
Corporate
Trust Services-SFS
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
Re: XXXX/NCT
Pledged Account #
Ladies
and Gentlemen:
Reference
is made to the Deposit and Security Agreement (the “Agreement”), dated as
of September 20, 2007, by and among THE EDUCATION RESOURCES INSTITUTE, INC.,
(“XXXX”), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2007-3. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms
in
the Agreement.
In
accordance with the Agreement, the following amounts will be wired to the
Pledged Account:
1. $____________________
Total Guaranty Fees*
*Attached
is a list of each loan name, loan number and amount associated with this
Guaranty Fee Remittance.
2. $____________________
Total Recovery**
**
Attached is a list of each loan name, loan number and amount associated with
this Recovery Remittance.
$_____________________
Total Amount wired to the Trustee
The
above-referenced funds will be wired to the Trustee using the following wire
instruction:
|
U.S.
Bank National
Association
|
|
|
Xxxxxx,
XX
00000
|
|
|
ABA
#
[_______________]
|
|
|
A/C#
[_______________]
|
|
|
Pledged
Account
|
|
|
SEI
###### -
000
|
|
Please
contact me at [XXXX Contact Telephone Number] should you have
any questions regarding this request.
Authorized
Signature
[XXXX]
EXHIBIT
3
Request
for Reimbursement of Income Tax or Other Tax Amounts
[XXXX
LETTERHEAD]
U.S.
Bank National Association
Corporate
Trust Services-SFS
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
First
Marblehead Data Services, Inc.
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Ambac
Assurance Corporation
Xxx
Xxxxx Xxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Re: XXXX/NCT
Pledged Account #
Ladies
and Gentlemen:
Reference
is made to (i) the Deposit and Security Agreement (the “Agreement”),
dated as of September 20, 2007, by and among THE EDUCATION RESOURCES INSTITUTE,
INC., (“XXXX”), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2007-3. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms
in
the Agreement.
In
accordance with Section 3(d)(ii) of the Agreement, this is to inform you that
XXXX has been assessed and has paid the sum of $______________________________
in income or excise taxes with respect to income earned on the Pledged
Account. We hereby request reimbursement of such amount to be sent as
follows:
PLEASE
USE THE FOLLOWING WIRE INSTRUCTIONS:
|
[Bank
Name
|
|
[Bank
Location]
|
|
ABA
#
|
|
A/C#
|
|
ATTENTION: XXXX
|
|
Comments:
|
In
accordance with the Agreement, we are forwarding a copy of this request to
the
Owner and the Trustee. We have also enclosed documentation to support this
request.
Please
contact me at [XXXX Contact Telephone Number] should you have
any questions regarding this request.
|
Authorized
Signature
XXXX
|
Enc
Consented
to:
By: Ambac
Assurance Corporation
By: ___________________________
Name:
Title:
