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 March 9, 2006Trust Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities
TRUST AGREEMENT, dated as of March 9, 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 AGREEMENTAdministration Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of March 9, 2006 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, 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”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of March 9, 2006, between The National Collegiate Student Loan Trust 2006-1, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1Deposit and Sale Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of March 9, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2006-1, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
POOL SUPPLEMENT BANK OF AMERICA, N.A.Pool Supplement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities
This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain (i) Note Purchase Agreement dated as of April 30, 2001 and (ii) Note Purchase Agreement dated as of June 30, 2003, 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 and Bank of America, N.A. (the “Program Lender”). This Supplement is dated as of March 9, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
POOL SUPPLEMENT BANK ONE, N.A.Pool Supplement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • 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 March 9, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
SERVICER CONSENT LETTERServicing Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities
Reference is hereby made to the Alternative Servicing Agreement, dated October 16, 2001, 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:
POOL SUPPLEMENT CHARTER ONE BANK, N.A.Pool Supplement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • 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 March 9, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
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, 2006Revolving Liquidity Note Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities • New York
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1Deposit and Security Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of March 9, 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 General Corporation Law of the State 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 2006-1, in its capacity as owner (in such capacity, the “Owner”).
March 9, 2006Back-Up Administration Agreement • March 23rd, 2006 • National Collegiate Student Loan Trust 2006-1 • Asset-backed securities
