ADMINISTRATION AGREEMENTAdministration Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of June 14, 2007 (as amended from time to time, the "Agreement"), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2, 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").
ContractPool Supplement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • 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 June 14, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2Deposit and Security Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the "Agreement") is made and entered into as of June 14, 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 2007-2, in its capacity as owner (in such capacity, the "Owner").
SERVICER CONSENT LETTERServicing Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • 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 2007-2, as Issuer and Relating To: The National Collegiate Student Loan Trust 2007-2 Dated as of June 1, 2007 THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2Indenture • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • 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 June 1, 2007.
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Asterisks Denote Omissions.Pool Supplement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • 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 June 14, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the "Agreement"), dated as of June 14, 2007, between The National Collegiate Student Loan Trust 2007-2, a Delaware statutory trust (the "Trust"), and The First Marblehead Corporation (the "Advisor").
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2 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 June 14, 2007Trust Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities
TRUST AGREEMENT, dated as of June 14, 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").
ContractPool Supplement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • 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 June 14, 2007. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
Re: The National Collegiate Student Loan Trust 2007-2 Back-up Administration AgreementBack-Up Administration Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities
In connection with the issuance by The National Collegiate Student Loan Trust 2007-2 (the "Trust") of student loan asset backed notes on June 14, 2007 pursuant to the Indenture dated as of June 1, 2007 (the "Indenture") between the Trust and U.S. Bank National Association ("U.S. Bank"), this letter serves as the Back-up Administration Agreement (the "Back-up Agreement") and amends and supplements the Administration Agreement dated as of June 14, 2007 (the "Administration Agreement") among the Trust; Wilmington Trust Company; U.S. Bank; The National Collegiate Funding, LLC; and First Marblehead Data Services, Inc. ("FMDS"), as set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Administration Agreement.
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2Deposit and Sale Agreement • June 20th, 2007 • National Collegiate Student Loan Trust 2007-2 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the "Sale Agreement"), dated as of June 14, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the "Seller"), and The National Collegiate Student Loan Trust 2007-2, as purchaser (the "Purchaser"), shall be effective upon execution by the parties hereto.
