Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
LOAN PROGRAM AGREEMENT
This Loan Program Agreement (the “ Agreement ”) is entered into this 20th day of April, 2010 (the “
Execution Date ”), by and among First Marblehead Education Resources, Inc., a Delaware corporation having its
principal offices at One Cabot Road, Medford, Massachusetts 02155 (“ FMER ”), The First Marblehead
Corporation, a Delaware corporation having its principal offices at 800 Boylston Street, 34
Massachusetts 02199 (“ FMC ”), and SunTrust Bank, a Georgia state-chartered banking corporation having an
office located at 1001 Semmes Avenue, Richmond, Virginia 23224 (“ SunTrust ”). FMER, FMC and SunTrust
are hereinafter collectively referred to as the “ Parties ” and each individually as a “ Party ”.
WHEREAS , FMER and/or FMC are in the business of providing private student loan outsourcing
solutions, such as program design, marketing, processing, underwriting, origination and/or portfolio administration
services, to banks and other financial institutions;
WHEREAS , FMC desires to provide certain credit enhancement with respect to Loans (as defined
below) originated under this Agreement;
WHEREAS , SunTrust desires to retain FMER to provide the student loan outsourcing solutions as set
forth in this Agreement; and
WHEREAS , the Parties will enter into a Servicing Agreement executed and effective in 2010, with the
Pennsylvania Higher Education Assistance Agency (the “ Servicing Agreement ”).
NOW THEREFORE , in consideration of the promises and the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION
1.1 Definitions . Capitalized terms used in this Agreement have th