EXHIBIT 10.18


 


 


 


REVOLVING LIQUIDITY NOTE AGREEMENT


THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1 


as Issuer


 


and


 


UBS AG, Stamford branch 


as Initial Holder


 


Dated as of March 9, 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 Revolving 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
 	
            Revolving Liquidity Note
 
	
             
	
            Section 3.1
 	
            Issuance of Revolving 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
 
				



 


 








 



                REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”), dated as of March 9, 2006, by and between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, a Delaware statutory trust, as issuer (the “Issuer”) of the revolving liquidity note (the “Revolving 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 Revolving 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”) and Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, the “Notes”) pursuant to the Indenture dated as of March 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 Revolving Liquidity Note evidencing the obligation of the Issuer to repay amounts so funded on the terms set forth herein and in the Revolving 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 Revolving 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 Revolving 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 Revolving 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.


ARTICLE II


 


Funding by Holder of Revolving Liquidity Note


Section 2.1       General Funding Obligation. Pursuant to Sections 8.08 and 8.09 of the Indenture, on each Determination Date, the Indenture Trustee 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, the Indenture Trustee
has determined that Available Funds 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 Revolving 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) $65,000,000 or (b) the Required Reserve Amount 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 Revolving 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 Revolving 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
Revolving 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 Revolving 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: DL-resifunding@ubs.com, Attention: Marc Ferrante, Subject: National Collegiate
Student Loan Trust 2006-1 Revolving Liquidity Note Draw Request. 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)          In the event of a Ratings Downgrade, defined and set forth in Section 2.5, the Issuer, by action of the Indenture Trustee, may deliver to the Holder a Draw Request for the Maximum Liquidity Note Amount, delivered in accordance with the instructions set forth in Section 2.2(a).  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.


(c)          The Holder shall have no further obligation to fund draws on the Revolving 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.  On the December 2013 Distribution Date, the Maximum Liquidity Note Amount will be permanently reduced to zero.


Section 2.3        Repayment of Funded Draws. Subject to the following provisions of this Section 2.3, 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 Revolving 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:



	
             
 	
            JPMorgan Chase
 



UBS Branch



	
            ABA #: 
 	
            021 000 021
 
	
            Account #: 
 	
            066 617 111
 
	
            Ref: 
 	
            First Marblehead
 
	
            Attn: 
 	
            Chris Curreri
 



 


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 Revolving 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 Revolving 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, 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 Revolving 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: (i) a short-term unsecured debt rating of F1+ by Fitch, P-1 by Moody’s and A-1+ by S&P (or in either case, such lower ratings as may be permitted by Fitch, Moody’s and S&P, respectively), and (ii) a long-term unsecured debt rating of Aa3 by Moody’s (or in either case, such lower ratings as may be permitted by Moody’s).


(c)          Nothing in this Agreement or in the Revolving 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 Revolving 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 Revolving 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 who becomes a holder of the Revolving Liquidity Note as to the initial Holder


Section 2.5        Ratings Downgrade.    If the Holder’s short-term unsecured debt rating falls below F1+ by Fitch, A-1+ by S&P or P-1 by Moody’s, or if the Holder’s long-term unsecured debt rating shall fall below Aa3 by Moody’s, or if the Holder shall fail to fund any amount properly drawn hereunder, subject to applicable grace periods (each of the foregoing, a “Ratings Downgrade”), then, within 30 days after the expiration of such applicable grace period, the Indenture Trustee will be required to (i) substitute the Holder for a similar provider whose long-term unsecured debt rating is Moody’s Aa3 or higher and whose short-term unsecured debt ratings are F1+ by Fitch, A-1+ by S&P
and P-1 by Moody’s, and (ii) if no substitute 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, which amounts, if funded, 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 2.5 shall be invested by the Indenture Trustee, pursuant to written instructions by the Issuer, in Eligible Investments.  In the event of a funded Draw in the amount of the Maximum Liquidity Note Amount, pursuant to this Section 2.5, the Holder or any other Person shall have no further obligation to fund any Draw Requests made hereunder. 


ARTICLE III


 


Revolving Liquidity Note


Section 3.1        Issuance of Revolving 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 Revolving Liquidity Note, substantially in the form of Exhibit A hereto. Each Revolving 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 Revolving Liquidity Note shall be $65,000,000. 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 Revolving 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 Revolving Liquidity Note shall be secured by the Trust estate.
 



Section 3.3       Transfer. Prior to the termination of the Indenture, the Holder may not transfer, assign or convey the Revolving 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 Revolving 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 Revolving 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 Revolving 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 Revolving 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 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 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 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.


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:



	
             
 	
            Prakash B. Wadhwani
 	
             

	
             
 	
            Director
 	
             

	
             
 	
            Asset Backed Finance
 	
             

	
             
 	
            UBS Securities LLC
 	
             

	
             
 	
            1285 Avenue of the Americas, 11th Floor
 
	
             
 	
            New York, New York 10019
 	
             

	
             
 	
            Phone: (212) 713-3983
 	
             

	
             
 	
            Fax: (212) 713-7999
 	
             

	
             
 	
            E-mail: prakash.wadhwani@ubs.com
 	
             

									



 


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)          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 Revolving Liquidity Note, (ii) seeking to prevent the issuance of the Revolving 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
Revolving 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 when all obligations outstanding under the Revolving Liquidity Note have been satisfied in full.  Any indemnity and other applicable provisions, however, shall survive such satisfaction of the Revolving 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
 
	
             
 	
             
 
	
             
 	
             
 
	
            UBS AG, Stamford branch, as Holder
 
	
             
 	
             
 
	
             
 	
             
 
	
            By:
 	
            /s/ Henry Friedrich
 
	
            Name:
 	
            Henry Friedrich
 
	
            Title:
 	
            FCD/Executive Director
 
	
             
 	
             
 
	
             
 	
             
 
	
            THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, as Issuer

 
 
	
            By:
 	
            WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee
 
	
             
 	
             
 
	
            By:
 	
            /s/ Michele C. Harra
 
	
            Name:
 	
            Michele C. Harra
 
	
            Title:
 	
            Financial Services Officer
 
	
             
 	
             
 
	
             
 	
             
 
	
            US BANK NATIONAL ASSOCIATION, as Indenture Trustee
 
	
             
 	
             
 
	
             
 	
             
 
	
            By:
 	
            /s/ Vaneta I. Bernard
 
	
            Name:
 	
            Vaneta I. Bernard
 
	
            Title:
 	
            Vice President
 



 


 


 








 



EXHIBIT A


FORM OF REVOLVING LIQUIDITY NOTE


THIS REVOLVING 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 REVOLVING LIQUIDITY NOTE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING 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 REVOLVING 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 REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY NOT EXCEED $65,000,000. REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING 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 REVOLVING 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 REVOLVING 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 (“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 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 REVOLVING 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 REVOLVING LIQUIDITY NOTES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY.


IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS REVOLVING 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 REVOLVING LIQUIDITY NOTEHOLDERS.


NATIONAL COLLEGIATE STUDENT LOAN TRUST  2006-1


REVOLVING LIQUIDITY NOTE


Representing a Maximum Amount of 


Funded Draws outstanding at any 


time not to exceed $65,000,000


This certifies that UBS AG (the “Holder”) is the registered owner of this Revolving Liquidity Note representing the right to receive the payment of certain Draws funded as described in the Revolving Liquidity Note Agreement (the “Revolving Liquidity Note Agreement”) dated as of March 9, 2006, between The National Collegiate Student Loan Trust 2006-1, 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 Revolving Liquidity Note Agreement.


This Revolving 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 Revolving Liquidity Note Agreement. All of the provisions of the Revolving Liquidity Note Agreement and the Indenture are incorporated herein by reference and comprise integral parts of this Revolving 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 Revolving Liquidity Note Agreement, including the provisions thereof (i) setting forth the obligation of the Holder of this Revolving Liquidity Note to fund Draws as and when properly requested pursuant to Article II
thereof, and (ii) specifying that this Revolving 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 Revolving Liquidity Note set forth in the Revolving Liquidity Note Agreement and the Indenture, generally, repayment of Draws previously funded by the Holder of the Revolving 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 Revolving Liquidity Note under the Revolving 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 Revolving 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 Revolving 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 REVOLVING 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 Revolving Liquidity Note to be duly executed.



	
            THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, as Issuer

 
 
	
            By:
 	
            WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee
 
	
             
 	
             
 
	
            By:
 	
             
 
	
            Name:
 	
             
 
	
            Title:
 	
             
 



 


 


 



	
            Dated:
 	
            March 9, 2006
 



 


 








 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is the Revolving Liquidity Note designated above and referred to in the within-mentioned Revolving Liquidity Note Agreement.



	
            THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, as Issuer

 
 
	
            By:
 	
            WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee
 
	
             
 	
             
 
	
            By:
 	
             
 
	
            Name:
 	
             
 
	
            Title:
 	
             
 



 


 


 



	
            Dated:
 	
            March 9, 2006
 



 


 








 



EXHIBIT B


FORM OF REVOLVING LIQUIDITY NOTE DRAW REQUEST


The National Collegiate Student Loan Trust 2006-1


[___________________________]


[___________________________]


[___________________________]


 


[___________________________]


[___________________________]


[___________________________]


Attn:


Facsimile:



	
             
 	
            Re: 
 	
            The National Collegiate Student Loan Trust 2006-1 Revolving Liquidity Note Draw Request
 




Ladies and Gentlemen:


This notice confirms the Issuer’s request for a draw on the Revolving Liquidity Note pursuant to Section 2.1 or Section 2.5 of the Revolving Liquidity Note Agreement in the principal amount of $_____. Please advance the requested drawn amount as set forth in Section 2.3 of the Revolving 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: