Letterhead of Vanquish Advisors] As of March 31, 2009Purchase Agreement • April 6th, 2009 • First Marblehead Corp • Personal credit institutions
Reference is made to that certain Purchase Agreement, dated the date hereof (the “Purchase Agreement”), among The First Marblehead Corporation, a Delaware corporation (“Seller”), VCG Owners Trust, a Delaware statutory trust (“Purchaser”), and Vanquish Investor LLC, a Florida limited liability company (“Vanquish Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In connection with the Purchase Agreement, the undersigned, Vanquish Advisors LLC (“Vanquish Advisors”), hereby undertakes to Seller as follows:
PURCHASE AGREEMENTPurchase Agreement • April 6th, 2009 • First Marblehead Corp • Personal credit institutions • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of this 31st day of March, 2009, by and among The First Marblehead Corporation, a Delaware corporation (“Seller”), VCG Owners Trust, a Delaware statutory trust (“Purchaser”), and VCG Securities LLC, a Florida limited liability company (“Vanquish Investor”).
ASSET SERVICES AGREEMENTAsset Services Agreement • April 6th, 2009 • First Marblehead Corp • Personal credit institutions • New York
THIS ASSET SERVICES AGREEMENT (the “Agreement”) is made as of this 31st day of March, 2009, by and among The First Marblehead Corporation, a Delaware corporation (“FMC”), First Marblehead Education Resources, Inc., a Delaware corporation (together with FMC, “Advisor”), VCG Owners Trust, a Delaware statutory trust (“Owner”), and VCG Securities LLC, a Florida limited liability company (“Vanquish Investor”).
DATA SHARING AND LICENSE AGREEMENTData Sharing and License Agreement • April 6th, 2009 • First Marblehead Corp • Personal credit institutions • New York
THIS DATA SHARING AND LICENSE AGREEMENT (the “Agreement”) is made as of this 31st day of March, 2009 (the “Effective Date”), by and among The First Marblehead Corporation, a Delaware corporation (“FMC”), and VCG Owners Trust, a Delaware statutory trust (the “Owner”);
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2009 • First Marblehead Corp • Personal credit institutions • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 31st day of March, 2009, by and between The First Marblehead Corporation, a Delaware corporation (“Seller”), VCG Owners Trust, a Delaware statutory trust (“Purchaser”), and VCG Securities LLC, a Florida limited liability company (“Vanquish Investor”).
