National Collegiate Funding LLC Sample Contracts

INDENTURE between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_, as Issuer and
Indenture • March 5th, 2004 • National Collegiate Funding LLC • New York
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TRUST AGREEMENT Among
Trust Agreement • March 5th, 2004 • National Collegiate Funding LLC
NOTE PURCHASE AGREEMENT TERI-GUARANTEED [PRODUCT NAME] LOAN PROGRAM [Bank Name]
Note Purchase Agreement • March 5th, 2004 • National Collegiate Funding LLC • Massachusetts
DEPOSITOR, and
Grantor Trust Agreement • September 9th, 2004 • National Collegiate Funding LLC • Asset-backed securities • New York
GUARANTY AGREEMENT BETWEEN THE EDUCATION RESOURCES INSTITUTE, INC. AND NAME OF BANK
Note • March 5th, 2004 • National Collegiate Funding LLC • Massachusetts
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4 TRUST AGREEMENT Among WILMINGTON TRUST COMPANY as OWNER TRUSTEE and THE NATIONAL COLLEGIATE FUNDING LLC and THE EDUCATION RESOURCES INSTITUTE, INC. as OWNERS Dated as of December 7, 2006
Trust Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities

TRUST AGREEMENT, dated as of December 7, 2006, among The National Collegiate Funding LLC, a Delaware limited liability company (the “Depositor”), The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws, and Wilmington Trust Company, a Delaware banking corporation (the “Owner Trustee”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT dated as of December 7, 2006 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”), THE NATIONAL COLLEGIATE FUNDING LLC, a Delaware limited liability company (the “Depositor”) and FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the “Administrator”).

NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM BANK OF AMERICA, N.A.
Note Purchase Agreement • March 23rd, 2007 • National Collegiate Funding LLC • Asset-backed securities • North Carolina

This Note Purchase Agreement (“Agreement”), by and between BANK OF AMERICA, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a principal office located at 100 North Tryon Street, Charlotte, North Carolina, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), is amended and restated in full as of April 1, 2006 (“Effective Date”);

ARTICLE I TERMS
Deposit and Sale Agreement • September 9th, 2004 • National Collegiate Funding LLC • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT
Structuring Advisory Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York

STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of December 7, 2006, between The National Collegiate Student Loan Trust 2006-4, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).

CHARTER ONE BANK, N.A.
National Collegiate Funding LLC • December 19th, 2006 • Asset-backed securities

This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of each of the Note Purchase Agreements (the “Agreements”) set forth on Schedule 1 attached hereto, each as amended or supplemented from the date of execution of the Agreement through the date of this Supplement, by and between The First Marblehead Corporation (“FMC”) and Charter One Bank, N.A. (the “Program Lender”). This Supplement is dated as of December 7, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.

Pennsylvania Higher Education Assistance Agency Alternative Loan Servicing Agreement for The First Marblehead Corporation
Alternative Servicing Agreement • March 30th, 2007 • National Collegiate Funding LLC • Asset-backed securities • Pennsylvania

This Third Amendment may be simultaneously executed in several counterparts each of which shall constitute but one and the same instrument.

NOTE PURCHASE AGREEMENT TERI-GUARANTEED CFS LOAN PROGRAM CHARTER ONE BANK, N.A.
Note Purchase Agreement • March 30th, 2007 • National Collegiate Funding LLC • Asset-backed securities • Massachusetts

This Note Purchase Agreement, by and between Charter One Bank, N.A., a national bank organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 ("Program Lender"), and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), dated as of May 15, 2002.

BANK ONE, N.A.
National Collegiate Funding LLC • December 19th, 2006 • Asset-backed securities

This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain (i) Amended and Restated Note Purchase Agreement dated as of May 1, 2002 and (ii) Amended and Restated Note Purchase Agreement dated as of July 26, 2002, each as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (together, the “Agreement”), by and between The First Marblehead Corporation (“FMC”) and Bank One, N.A. (Columbus, Ohio) by its successor by merger, JPMorgan Chase Bank, N.A. (the “Program Lender”). This Supplement is dated as of December 7, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.

NOTE PURCHASE AGREEMENT BANK OF AMERICA GATE® LOAN PROGRAM
Note Purchase Agreement • March 23rd, 2007 • National Collegiate Funding LLC • Asset-backed securities • California

This Note Purchase Agreement, by and between BANK OF AMERICA, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a principal office located at 275 South Valencia Avenue, Brea, California, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), dated as of April 30, 2001;

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS
National Collegiate Funding LLC • December 19th, 2006 • Asset-backed securities

This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain Amended and Restated Note Purchase Agreement dated as of April 1, 2006, as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (together, the “Agreement”), by and between The First Marblehead Corporation and Bank of America, N.A. (the “Program Lender”). This Supplement is dated as of December 7, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT EDUCATION ONE LOAN PROGRAM
Note Purchase Agreement • March 30th, 2007 • National Collegiate Funding LLC • Asset-backed securities • New York

This Amended and Restated Note Purchase Agreement, by and between BANK ONE, NATIONAL ASSOCIATION (“Bank One”), a national banking association organized under the laws of the United States and having a principal office located at 100 East Broad Street, Columbus, Ohio 43215, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), dated as of May 1, 2002;

DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4
Deposit and Security Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • Massachusetts

This Deposit and Security Agreement (the “Agreement”) is made and entered into as of December 7, 2006, 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 31 St. James Avenue, Boston, Massachusetts 02116 (“TERI”), 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 - 34th Floor, Boston, Massachusetts 02199 (the “Administrator”), and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4, in its capacity as owner (in such capacity, the “Owner”).

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THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4 Student Loan Asset Backed Notes consisting of
National Collegiate Funding LLC • December 19th, 2006 • Asset-backed securities • New York

This Agreement, along with (i) the note purchase agreements listed on Schedule C hereto (collectively, the “Student Loan Purchase Agreement”), (ii) the Servicing Agreements, (iii) the Indenture, (iv) the Administration Agreement dated as of December 7, 2006 among the Trust, Wilmington Trust Company (the “Trustee”), the Indenture Trustee, National Collegiate Funding and First Marblehead Data Services, Inc., (v) the Back-up Administration Agreement, dated as of December 7, 2006, among the Trust, the Trustee, the Indenture Trustee, National Collegiate Funding and U.S. Bank, as the back-up administrator, (vi) the Deposit and Sale Agreement dated as of December 7, 2006 (the “Deposit and Sale Agreement”) between National Collegiate Funding and the Trust and (vii) the Trust Agreement dated as of December 7, 2006, among National Collegiate Funding, as Depositor, and TERI, as Owners, and Wilmington Trust Company, as Trustee are collectively referred to as the “Basic Documents.”

SERVICER CONSENT LETTER
Servicing Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities

Reference is hereby made to the Amended and Restated Private Student Loan Servicing Agreement, dated September 28, 2006, as amended (the “Servicing Agreement”), by and between the Pennsylvania Higher Education Assistance Agency (the “Servicer”) and The First Marblehead Corporation (“FMC”), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows:

NOTE PURCHASE AGREEMENT TERI-GUARANTEED BANK OF AMERICA DIRECT TO CONSUMER LOAN PROGRAM BANK OF AMERICA, N.A.
Note Purchase Agreement • March 30th, 2007 • National Collegiate Funding LLC • Asset-backed securities • Massachusetts

This Note Purchase Agreement, by and between Bank of America, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a principal office located at 600 Wilshire Blvd., Los Angeles, California, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), is made as of June 30th, 2003;

DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4
Deposit and Sale Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York

This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of December 7, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2006-4, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.

THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 20__-__ Student Loan Asset Backed Notes consisting of $ _________ Class A-1 Notes $ _________ Class A-2 Notes $ _________ Class A-3 Notes $ _________ Class A-4 Notes $ _________ Class A-5 Notes $_________...
Underwriting Agreement • March 7th, 2007 • National Collegiate Funding LLC • Asset-backed securities • New York

This Agreement, along with (i) the note purchase agreements listed on Schedule C hereto (collectively, the “Student Loan Purchase Agreement”), (ii) the Servicing Agreements, (iii) the Indenture, (iv) the Administration Agreement dated as of ____________, 20__ among the Trust, ______________ (the “Trustee”), the Indenture Trustee, National Collegiate Funding and First Marblehead Data Services, Inc., (v) the Back-up Administration Agreement, dated as of ____________, 20__, among the Trust, the Trustee, the Indenture Trustee, National Collegiate Funding and U.S. Bank, as the back-up administrator, (vi) the Deposit and Sale Agreement dated as of ____________, 20__ (the “Deposit and Sale Agreement”) between National Collegiate Funding and the Trust and (vii) the Trust Agreement dated as of ____________, 20__, among National Collegiate Funding, as Depositor, and The Education Resources Institute, Inc. (“TERI”), as Owners, and ______________, as Trustee are collectively referred to as the “Ba

December 7, 2006 Corporate Trust Services-SFS One Federal Street, 3rd Floor Boston, Massachusetts 02110 Wilmington Trust Company
Administration Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities
PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN [SERVICER] AND THE FIRST MARBLEHEAD CORPORATION
Private Student Loan Servicing Agreement • February 7th, 2006 • National Collegiate Funding LLC • Asset-backed securities

THIS AGREEMENT is made and dated as of _____________, 2006 (the “Effective Date”), by and between [SERVICER], a _______________ organized under the laws of the __________, and located at [ADDRESS] (“Servicer”), and The First Marblehead Corporation, having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”).

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