AMENDED AND RESTATED NOTE PURCHASE AGREEMENTEDUCATION ONE LOAN PROGRAMNote Purchase Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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;
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1 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 8, 2007Trust Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities
TRUST AGREEMENT, dated as of March 8, 2007, 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 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of March 8, 2007 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1, 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”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM BANK OF AMERICA, N.A.Note Purchase Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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");
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of March 8, 2007, between The National Collegiate Student Loan Trust 2007-1, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1Deposit and Security Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of March 8, 2007, 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 2007-1, in its capacity as owner (in such capacity, the “Owner”).
ContractPool Supplement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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 May 1, 2002, as amended or supplemented from the date of execution of the Agreement through the date of this Supplement (the “Agreement”), by and between The First Marblehead Corporation (“FMC”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A. (Columbus, Ohio) (the “Program Lender”). This Supplement is dated as of March 8, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Asterisks Denote Omissions.Pool Supplement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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 March 8, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
March 8, 2007Back-Up Administration Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1Deposit and Sale Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of March 8, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2007-1, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
SERVICER CONSENT LETTERPrivate Student Loan Servicing Agreement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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:
INDENTURE between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1, as Issuer and Relating To: The National Collegiate Student Loan Trust 2007-1 Dated as of March 1, 2007 THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1Indenture • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • Asset-backed securities • New York
Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and this Indenture of Trust, dated as of March 1, 2007.
ContractPool Supplement • March 14th, 2007 • National Collegiate Student Loan Trust 2007-1 • 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 8, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
