GUARANTEED BY. EXHIBIT A-5-6 FORM OF CLASS A-5-6 NOTE THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN" (WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR...
GUARANTEED BY. Firm or Bank Authorized Signature Signatures must be guaranteed by a participant in the Securities Transfer Agents Medallion Program ("STAMP") or such other guarantee program in addition to, or in substitution for, STAMP, as may be accepted by the Trustee.
GUARANTEED BY. Firm or Bank Authorized Signature -------------------------------------------------------------------------------- Signatures must be guaranteed by a participant in the Securities Transfer Agents Medallion Program ("STAMP") or such other guarantee program in addition to, or in substitution for, STAMP, as may be accepted by the Trustee. --------------------------------------------------------------------------------
GUARANTEED BY. (All signatures must be guaranteed by a member of a Signature Guarantee Medallion Program.) EXHIBIT C FORM OF TRANSFEREE LETTER [letterhead of Transferee] Date: JLA Funding Corporation III 00000 Xxxxxxx Xxxxxxxxx - Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 LTCB Trust Company, as Trustee 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: JLA Funding Corporation III --------------------------- Dear Sirs: We are the transferee in a private sale or other transfer from __________ (the "Transferor") of $__________ in aggregate original principal amount of Floating Rate Asset-Backed Notes, Class A (the "Senior Notes"), and $__________ in aggregate original principal amount of Floating Rate Asset-Backed Notes, Class B (the "Subordinated Notes" and, collectively with the Senior Notes, the "Notes") issued by JLA Funding Corporation III (the "Company"), pursuant to the Indenture, dated as of March 30, 1998 (as may be amended from time to time, the "Indenture"), among the Company, JLA Credit Corporation and LTCB Trust Company, as Trustee (the "Trustee"). Capitalized terms used and not otherwise defined herein have the meanings specified in the Indenture. In connection with our acquisition of the Notes, we hereby represent, warrant, certify and agree as follows:
GUARANTEED BY. Mr. Authorized Officer ---------------------- Signature of Authorized Officer President of XYZ Bank --------------------- Printed Name/Title of Officer o The signature(s) should correspond exactly (including fiduciary or other --------- titles) with the name(s) appearing in the account registration or printed on ------------ the account statement or certificate. o To be acceptable, the guarantee must include the signature of a duly authorized officer or principal of the institution, signing in his or her --------- official capacity. The name and title of the officer or principal must be ----------------- printed beneath his or her signature. o If the guaranteeing institution does not use a signature guarantee stamp, the ------------------- institution's official seal must be affixed next to the signature language described in the example above.
GUARANTEED BY. (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY(1) The following exchanges of a part of this Global Security for an interest in another Global Security or for Securities in certificated form, have been made: Principal amount of Amount of decrease Amount of Increase this Global Signature or in Principal amount in Principal amount Security following authorized signatory of this Global of this Global such decrease of Trustee or Note Date of Exchange Security Security or increase Custodian XXXXXXX X-0 FORM OF RESTRICTED SECURITIES LEGEND THIS SECURITY AND THE COMMON STOCK, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
GUARANTEED BY. Signature guarantee should be made by an eligible guarantor institution pursuant to S.E.C. Rule 17Ad-15 ----------------------------------------------- NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
GUARANTEED BY. NOTICE: The signature(s) to this Firm or Bank assignment must correspond with the name(s) as written upon the face of the Certificate in every particular, without alteration or enlargement or any change ----------------------------------- whatever. Authorized Signature Signature(s) must be guaranteed by a member or participant of the Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange, Inc. Medallion Signature Program (MSP).
GUARANTEED BY. (All signatures must be guaranteed by a member of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company located in the United States)
GUARANTEED BY. A-7-7 EXHIBIT B --------- [Reserved] EXHIBIT C --------- FORM OF TRANSFEREE LETTER ------------------------- [Non-Rule 144a] [Date] The National Collegiate Student Loan Trust 2004-2 c/o Wachovia Trust Company, National Association, as Owner Trustee One Rodney Square, 1st Floor 920 King Sxxxxx Wilmington, Delawarx 00000 Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxxxistration with a copy to: The First Marblehead Corporation The Prudential Tower 800 Boylston Street - 34th Floor Boxxxx, Xxxxxxxxxxxxx 00000-0000 Xxxxxxxxx: Xxxxxxxxxx Xxxx xo: Richard P. Zermani, Esq. U.S. Bank Xxxxxxxx Xxxxxxxxion Corporate Trust Department -- SFS One Federal Street, 3rd Floor Bostox, Xxxxxxxxxxxxx 00000 Xxxxxxxxx: XXXXX 0000-0 Xx: The National Collegiate Student Loan Trust 2004-2 -Class A-5-1, Class A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and Class A-5-6 Notes Ladies and Gentlemen: In connection with our acquisition of the above-captioned Notes, we certify that (a) we understand that the Notes are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from The National Collegiate Student Loan Trust 2004-2 concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Notes, (c) we are acquiring the Notes for investment for our own account and not with a view to any distribution
