ADMINISTRATION AGREEMENT
EXHIBIT
99.13
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”).
WHEREAS,
the Issuer is issuing its (a) Student Loan Asset Backed Notes (the “Notes”)
pursuant to the Indenture dated as of December 1, 2006 (the “Indenture”),
between the Issuer and the Indenture Trustee, and (b) its trust certificates
(the “Trust
Certificates”)
pursuant to the Trust Agreement dated as of December 7, 2006 (the “Trust
Agreement”)
among
the Owner Trustee, the Depositor and The Education Resources Institute, Inc.
(together with the Depositor and their respective successors in interest, the
“Owners”).
Capitalized
terms used and not otherwise defined herein shall have the meanings assigned
to
such terms in the Trust Agreement, or the Indenture (the Trust Agreement and
the
Indenture are referred to collectively herein as the “Basic
Documents”);
WHEREAS,
pursuant to the Basic Documents, the Issuer, the Owner Trustee and the Depositor
are required to perform certain duties in connection with (a) the Student Loans
and other collateral pledged pursuant to the Indenture (the “Collateral”),
(b)
the Notes and (c) the Trust Certificates;
WHEREAS,
the Issuer, the Owner Trustee and the Depositor desire to have the Administrator
perform certain of the duties of the Issuer referred to in the Basic Documents
and any other documents signed by the Owner Trustee on behalf of the Issuer
(collectively, the “Trust
Related Agreements”)
and to
provide such additional services consistent with the terms of this Agreement
and
the Trust Related Agreements as the Issuer, the Owner Trustee, the Depositor
may
from time to time request; and
WHEREAS,
the Administrator has the capacity to provide the services required hereby
and
is willing to perform such services for the Issuer, the Owner Trustee and the
Depositor on the terms set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Duties
of the Administrator.
(a) Duties
with Respect to the Trust Related Agreements.
(i) The
Administrator agrees to perform all its duties as Administrator and the duties
of the Issuer under the Trust Related Agreements. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the Issuer under
the Trust Related Agreements. The Administrator shall monitor the performance
of
the Issuer and shall advise the Owner Trustee when action is necessary to comply
with the Issuer’s duties under the Trust Related Agreements. The Administrator
shall prepare for execution by the Issuer, or shall cause the preparation by
other appropriate persons or entities of, all such documents, reports, filings,
instruments, certificates and opinions that it shall be the duty of the Issuer
to prepare, file or deliver pursuant to the Trust Related Agreements. In
furtherance of the foregoing, the Administrator shall take all appropriate
action that is the duty of the Issuer to take pursuant to the Trust Related
Agreements including, without limitation, such of the foregoing as are required
with respect to the following matters under the Indenture:
(A) Directing
the Indenture Trustee, by Issuer Order, to deposit moneys with Paying Agents,
if
any, other than the Indenture Trustee;
(B) Preparing
and delivering notice to the Noteholders of any removal of the Indenture Trustee
and the appointment of a successor Indenture Trustee;
(C) Preparing
an Issuer Order and Officer’s Certificate and obtaining an Opinion of Counsel,
if necessary, for any release of property of the Indenture Trust
Estate;
(D) Preparing
Issuer Requests and obtaining Opinions of Counsel with respect to the execution
of amendments to the Indenture and the Trust Agreement and mailing notices
to
the Noteholders with respect to such amendments;
(E) Paying
all expenses in connection with the issuance of the Notes;
(F) Taking
all actions on behalf of the Issuer necessary under the XXXX Guarantee
Agreements , including without limitation informing XXXX that there are not
sufficient Available Funds for the repurchase of Rehabilitated Student Loans
in
accordance with Section 3.4 of any applicable Guaranty Agreement;
and
(G) Providing
instructions to the Indenture Trustee as required by Section 8.02(d) of the
Indenture.
(ii) The
Administrator will:
(A) Indemnify
the Indenture Trustee and its agents for, and hold them harmless against, any
losses, liability or expense, including reasonable attorneys’ fees and expenses,
incurred in the absence of willful misconduct, negligence or bad faith on the
part of the Indenture Trustee and its agents, arising out of the willful
misconduct, negligence or bad faith of the Administrator in the performance
of
the Administrator’s duties contemplated by this Agreement;
(B) Indemnify
the Issuer and the Owner Trustee and their respective agents for, and hold
them
harmless against, any losses, liability or expense, including reasonable
attorneys fees’ and expenses, incurred in the absence of willful misconduct,
negligence or bad faith on the part of the Issuer and the Owner Trustee and
their respective agents, arising out of the willful misconduct, negligence
or
bad faith of the Administrator in the performance of the Administrator’s duties
contemplated by this Agreement;
provided,
however, that the Administrator shall not be required to indemnify the Indenture
Trustee, the Issuer or the Owner Trustee pursuant to Section 1(a) (ii)(A) or
(B)
of this Agreement so long as the Administrator has acted pursuant to the
instructions of the Owner Trustee or the Owners in accordance with Section
1(d)
of this Agreement; and
(C) Pay
to
the Owner Trustee its fees and expenses as are set forth in section 10.01 of
the
Trust Agreement.
(b) [Intentionally
Omitted]
(c) Additional
Duties.
(i) In
addition to the duties of the Administrator set forth above, the Administrator
shall perform, or cause to be performed, its duties and obligations and the
duties and obligations of the Owner Trustee on behalf of the Issuer under the
Indenture and the Trust Agreement including, without limitation, those duties
and obligations set forth on Schedule
A
hereto.
In furtherance thereof, the Issuer shall execute and deliver to the
Administrator and to each successor Administrator appointed pursuant to the
terms hereof, one or more powers of attorney substantially in the form of
Exhibit
A
hereto,
appointing the Administrator as the attorney-in-fact of the Issuer, for the
purpose of executing on behalf of the Issuer all such documents, reports,
filings, instruments, certificates and opinions as are required to be executed
by the Issuer pursuant to such agreements. Subject to Section 4 of this
Agreement, and in accordance with the directions of the Issuer, the Depositor
and the Owner Trustee, the Administrator shall administer, perform or supervise
the performance of such other activities in connection with the Collateral
(including the Trust Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by the Issuer, the
Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within
the capability of the Administrator. The Administrator agrees to perform such
obligations and deliver such notices as are specified as to be performed or
delivered by the Administrator under the Indenture and the Trust
Agreement.
(ii) In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions or otherwise deal
with
any of its affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received
from the Issuer, the Indenture Trustee, or the Owner Trustee, and shall be,
in
the Administrator’s opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.
(iii) In
carrying out any of its obligations under this Agreement, the Administrator
may
act either directly or through agents, attorneys, accountants, independent
contractors and auditors and may enter into agreements with any of
them.
(iv) In
carrying out its duties under this Agreement with respect to delinquent or
defaulted Student Loans, the Administrator may retain and employ agents to
collect on such Student Loans and to commence any actions or proceedings the
agents deem necessary in connection with such collection efforts on such Student
Loans.
(v) The
Administrator shall cause a nationally recognized independent public accounting
firm to conduct an annual audit of the Financed Student Loans owned by the
Issuer in accordance with procedures acceptable to the Rating Agencies and
shall
provide the Rating Agencies with a copy of the audit report.
(d) Non-Ministerial
Matters.
(i) With
respect to matters that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not be under any obligation to take
any
action, and in any event shall not take any action unless the Administrator
shall have received instructions from the Indenture Trustee, in accordance
with
the Indenture, from the Owner Trustee or the Owners, in accordance with the
Trust Agreement. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:
(A) The
amendment of or any supplement to the Trust Related Agreements;
(B) The
initiation of any claim or lawsuit by the Issuer and the compromise of any
action, claim or lawsuit brought by or against the Issuer, except for claims
or
lawsuits initiated in the ordinary course of business by the Issuer or their
respective agents or nominees for the collection of the Student Loans owned
by
the Issuer;
(C) The
appointment of successor administrators and successor indenture trustees
pursuant to the Indenture, or the consent to the assignment by the Administrator
or Indenture Trustee of its obligations under the Indenture;
(D) [Intentionally
omitted.]
(E) The
removal of the Indenture Trustee.
(ii) Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be
obligated to, and shall not (A) make any payments to the Noteholders under
the
Trust Related Agreements, (B) sell the Collateral pursuant to the Indenture
or
(C) take any action that the Issuer directs the Administrator not to take on
its
behalf.
(e) Actions
on behalf of the Owners. Pursuant to Section 4.05 of the Trust Agreement, each
Owner has appointed the Administrator as its true and lawful attorney-in-fact
with respect to certain matters described in such Section 4.05.
2. Records.
The
Administrator shall maintain appropriate books of account and records, relating
to services performed hereunder, which books of account and records shall be
accessible for inspection by the Issuer, the Indenture Trustee, the Noteholders,
the Certificateholders and the Owners at any time during normal business hours.
The Administrator shall maintain or cause to be maintained the books of the
Trust on a fiscal year basis using the accrual method of accounting, in
accordance with generally accepted accounting principals, and shall comply
with
the other requirements set forth in Section 8.04 of the Trust Agreement.
3. Compensation.
As
compensation for the performance of the Administrator’s obligations under this
Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to:
(a) A
fee
(the “Administration
Fee”)
payable on each Distribution Date at a rate equal to 1/12 of 0.05% of the
aggregate outstanding principal balance of the Financed Student Loans owned
by
the Issuer as of the last day of the prior calendar month (and in the case
of
the payment of the Administration Fee on the first Distribution Date, the
aggregate outstanding principal balance of the Financed Student Loans owned
by
the Issuer as of the Closing Date); provided that the Administration Fee shall
be no less than $20,000 per annum;
(b) Reimbursement
for all its expenses incurred performing its obligations hereunder, which
expenses shall not exceed $400,000 in the aggregate per annum:
The
payment of the foregoing fees and expenses shall be solely an obligation of
the
Issuer.
4. Additional
Information to be Furnished.
The
Administrator shall furnish to the Issuer, the Noteholders and the
Certificateholders from time to time such additional information regarding
the
Collateral as the Issuer, the Noteholders and the Certificateholders shall
reasonably request.
5. Independence
of the Administrator.
For all
purposes of this Agreement, the Administrator shall be an independent contractor
and shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the Owner
Trustee, the Administrator shall have no authority to act for or represent
the
Issuer or the Owner Trustee, respectively, in any way and shall not otherwise
be
deemed an agent of the Issuer or the Owner Trustee.
6. No
Joint Venture.
Nothing
contained in this Agreement (i) shall constitute the Administrator and any
of
the Issuer, the Owner Trustee or any Owner as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them,
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the
others.
7. Other
Activities of the Administrator.
Nothing
herein shall prevent the Administrator or its Affiliates from engaging in other
businesses or, in its or their sole discretion, from acting in a similar
capacity as an administrator for any other person or entity even though such
person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.
8. Term
of Agreement; Resignation and Removal of Administrator.
(a) This
Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.
(b) Subject
to Section 8(e) of this Agreement, the Administrator may resign its duties
hereunder by providing the Issuer, the Noteholders, and the Indenture Trustee
with at least 60 days’ prior written notice.
(c) Subject
to Section 8(e) of this Agreement, the Indenture Trustee, at the direction
of
certain Noteholders as required by the Indenture, may remove the Administrator
without cause by providing the Administrator with at least 60 days’ prior
written notice.
(d) Subject
to Section 8(e) of this Agreement, at the option of the Indenture Trustee,
at
the direction of certain Noteholders as required by the Indenture, the
Administrator may be removed immediately upon written notice of termination
from
the Issuer to the Administrator if any of the following events shall
occur:
(i) The
Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within
ten days (or, if such default cannot be cured in such time, the Administrator
shall not give within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) A
court
having jurisdiction in the premises shall enter a decree or order for relief,
and such decree or order shall not have been vacated within 60 days, with
respect to any involuntary case commenced against the Administrator under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect or shall appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Administrator or any substantial part
of its property or order the winding-up or liquidation of its affairs;
or
(iii) The
Administrator shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to
the
entry of an order for relief in an involuntary case under any such law, or
shall
consent to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for it or any substantial part
of
its property, shall consent to the taking of possession by any such official
of
any substantial part of its property, shall make any general assignment for
the
benefit of its creditors or shall fail generally to pay its debts as they become
due.
The
Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to
the
Owner Trustee, the Noteholders and the Indenture Trustee within two Business
Days after the happening of such event.
(e) No
resignation or removal of the Administrator pursuant to this Section shall
be
effective until (i) a successor Administrator shall have been appointed by
the
Issuer (with the consent of the Owner Trustee pursuant to Section 12 of this
Agreement) and (ii) such successor Administrator shall have agreed in writing
to
be bound by the terms of this Agreement in the same manner as the Administrator
is bound hereunder.
(f) The
appointment of any successor Administrator shall be effective only after each
Rating Agency, after having been given 10 days’ prior notice of such proposed
appointment, shall have declared in writing that such appointment will not
result in a reduction or withdrawal of the then-current rating of the
Notes.
(g) Concurrently
with the execution of this Agreement, the parties hereto shall enter into a
Back-up Administration Agreement (the “Back-up
Agreement”)
pursuant to which U.S. Bank National Association will perform certain duties
of
the Administrator in accordance with this Agreement in the event that the
Administrator is terminated under this Section 8.
9. Action
upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant
to
Section 8(a) of this Agreement or the resignation or removal of the
Administrator pursuant to Section 8(b) or (c) of this Agreement, the
Administrator shall be entitled to be paid all fees and reimbursable expenses
accruing to it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon such termination pursuant to Section 8(a)
of
this Agreement deliver to the Issuer as appropriate, all property and documents
of or relating to the Collateral then in the custody of the Administrator.
In
the event of the resignation or removal of the Administrator pursuant to Section
8(b) or (c) of this Agreement, the Administrator shall cooperate with the Issuer
and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.
10. Notices.
Any
notice, report or other communication given hereunder shall be in writing and
addressed as follows:
(a) If
to the
Issuer, to:
The
National Collegiate Student Loan Trust 2006-4
c/o
Wilmington Trust Company, as Owner Trustee
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
Attention:
Corporate Trust Administration
(b) If
to the
Administrator, to:
First
Marblehead Data Services, Inc.
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Xx. Xxxxxxx Xxxxxxxxxxx
with
a
copy to:
First
Marblehead Corporation
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Corporate Law Department
(c) If
to the
Indenture Trustee, to:
U.S.
Bank
National Association
Corporate
Trust Services-SFS
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Xx. Xxxxxx X. Xxxxxxx
(d) If
to the
Owner Trustee, to:
Wilmington
Trust Company
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
Attention:
Corporate Trust Administration
(e) [Intentionally
Omitted.]
(f) If
to the
Depositor, to:
c/o
First
Marblehead Corporation
The
Prudential Tower
000
Xxxxxxxx Xxxxxx - 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Corporate Law Department
or
to
such other address as any party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given
if
such notice is mailed by certified mail, postage prepaid, or hand-delivered
to
the address of such party as provided above.
11. Amendments.
(a) This
Agreement may be amended from time to time by the parties hereto as specified
in
this Section, provided that any amendment must be accompanied by the written
consent of the Owner Trustee, the Noteholders and the Certificateholders and
an
Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect
that such amendment complies with the provisions of this Section.
(b) If
the
purpose of the amendment (as detailed therein) is to correct any mistake,
eliminate any inconsistency, cure any ambiguity or deal with any matter not
covered (i.e., to give effect to the intent of the parties and, if applicable,
to the expectations of the Noteholders and Certificateholders), it shall not
be
necessary to obtain the consent of the Noteholders or Certificateholders, but
the Indenture Trustee shall be furnished with a letter from each Rating Agency
that the amendment will not result in the downgrading or withdrawal of the
then-current rating assigned to any Note or Certificate.
(c) If
the
purpose of the amendment is to prevent the imposition of any federal or state
taxes at any time that any Note is outstanding (i.e., technical in nature),
it
shall not be necessary to obtain the consent of any Noteholder or
Certificateholder, but the Indenture Trustee, the Owner Trustee and the
Administrative shall be furnished with an Opinion of Counsel from counsel to
the
Issuer that such amendment is necessary or helpful to prevent the imposition
of
such taxes and is not materially adverse to the Noteholders.
(d) If
the
purpose of the amendment is to add or eliminate or change any provision of
the
Agreement other than as contemplated in (b) and (c) above, the amendment shall
require the consent of each Rating Agency, certain Noteholders as required
by
the Indenture; provided, however, that no such amendment shall reduce in any
manner the amount of, or delay the timing of, payments received that are
required to be distributed on the Notes without the consent of certain
Noteholders as required by the Indenture.
(e) It
shall
not be necessary to obtain the consent of a Rating Agency to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent approves the substance thereof.
(f) This
Section 11 shall not apply to the execution of the Back-up Agreement by the
parties thereto.
12. Successors
and Assigns.
This
Agreement may not be assigned by the Administrator unless such assignment is
previously consented to in writing by the Issuer, the Owner Trustee, certain
Noteholders as required by the Indenture, and the Indenture Trustee and unless
each Rating Agency, after having been given 10 days’ prior notice of such
assignment, shall have declared in writing that such assignment will not result
in a reduction or withdrawal of the then-current rating of the Notes or
Certificates. An assignment with such consent and satisfaction, if accepted
by
the assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator, without the consent of the Issuer, the
Depositor or the Owner Trustee, to a corporation or other organization that
is a
successor (by merger, consolidation or purchase of assets) to the Administrator;
provided that such successor organization executes and delivers to the Issuer,
the Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder in the same
manner as the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any such permitted successors or assigns of the parties
hereto.
13. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of New York, without giving effect to conflicts of laws provisions
thereof (other than Section 5-1401 of the New York General Obligations
Law).
14. Headings.
The
section headings hereof have been inserted for convenience of reference only
and
shall not be construed to affect the meaning, construction or effect of this
Agreement.
15. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
together constitute but one and the same agreement.
16. Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction.
17. Limitation
of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this instrument
has
been executed by Wilmington Trust Company, not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer, and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner
of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes
of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VIII, IX and X of the Trust
Agreement.
18. Third
Party Beneficiary.
The
Parties hereto acknowledge that the Noteholders, Certificateholders and XXXX
(with respect to Section 1(a)(i)(F)) are express third party beneficiaries
hereof and are entitled to enforce their respective rights hereunder as if
actually parties hereto.
19. No
Petition.
The
parties hereto will not at any time institute against the Issuer any bankruptcy
proceeding under any United States federal or state bankruptcy or similar law
in
connection with any obligations of the Issuer under any Transaction Document
as
defined in the Indenture.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
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THE
NATIONAL COLLEGIATE STUDENT LOAN
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TRUST
2006-4
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By: Wilmington
Trust Company, not in its individual capacity but solely as Owner
Trustee
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By:
/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Financial Services Officer
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WILMINGTON
TRUST COMPANY,
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not
in its individual capacity but solely as
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Owner
Trustee
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By:
/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Financial Services Officer
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U.S.
BANK NATIONAL ASSOCIATION,
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as
Indenture Trustee
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By:
/s/
Xxxxxx X Xxxxxxx
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Name:
Xxxxxx X Xxxxxxx
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Title:
Vice President
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FIRST
MARBLEHEAD DATA SERVICES, INC.
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By:
/s/
Xxxxxxx Xxxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxxx
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Title:
President
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By:
GATE Holdings, Inc., Member
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By:
/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
President
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EXHIBIT
A
POWER
OF
ATTORNEY
| STATE OF DELAWARE | ) | |
| ) | ||
| COUNTY OF NEW CASTLE | ) |
KNOW
ALL
MEN BY THESE PRESENTS, that The National Collegiate Student Loan Trust 2006-4
(the “Issuer”),
does
hereby make, constitute and appoint First Marblehead Data Services, Inc. as
administrator under the Administration Agreement dated as of December 7, 2006
(the “Administration
Agreement”),
among
the Issuer; Wilmington Trust Company, as Owner Trustee; U.S. Bank National
Association, as Indenture Trustee; The National Collegiate Funding LLC; and
First Marblehead Data Services, Inc., as Administrator, as the same may be
amended from time to time, as well as its agents and attorneys, as
Attorney-in-Fact to execute on behalf of the Issuer all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of
the
Issuer to prepare, file or deliver pursuant to the Trust Related Agreements,
including, without limitation, to appear for and represent the Issuer in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Issuer, and with full power to perform any and
all
acts associated with such returns and audits that the Issuer could perform,
including without limitation, the right to distribute and receive confidential
information, defend and assert positions in response to audits, initiate and
defend litigation, and to execute waivers of restrictions on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements.
All
powers of attorney for these purposes heretofore filed or executed by the Issuer
are hereby revoked.
Capitalized
terms that are used and not otherwise defined herein shall have the meanings
ascribed thereto in the Administration Agreement.
EXECUTED
as of December 7, 2006.
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THE
NATIONAL COLLEGIATE STUDENT
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LOAN
TRUST 2006-4
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By: Wilmington
Trust Company, not in its individual capacity but solely as Owner
Trustee
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By:
/s/ Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Financial Services Officer
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SCHEDULE
A
Duties
of the Issuer
Performed
by the Administrator under the Trust Agreement
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(A)
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Filing
tax returns, reports and forms under Section
8.04.
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(B)
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Furnishing
documents to the Owners under Section
9.02.
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(C)
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Filing
a Certificate of Termination of the Trust upon termination pursuant
to
Section 11.01.
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(D)
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Appointing
separate trustees under Section
12.02.
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(E)
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Obtaining
execution by the Owners of any amendment to the Trust Agreement
thereunder.
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Duties
of the Administrator under the Trust Agreement
Interpreting
and applying the provisions set forth in Articles V, VI, VII and XI regarding
application of funds, allocations of Profit and Loss and Distributions of Net
Cash Flow, to resolve any ambiguities that may result from such application
and
to provide the Owner Trustee and the Owners with clarification of any provision
as may be necessary or appropriate.
Duties
of the Administrator under the Indenture
Providing
the statements to Noteholders required under Section 8.09.
Providing,
signing and filing such reports as required by Section 314(a) of the Trust
Indenture Act of 1939, as amended, the Xxxxxxxx-Xxxxx Act of 2002 and any
federal and state securities laws.
Preparing
and making Servicer filings under Section 10.01 and 10.02.
Providing
instructions to the Indenture Trustee as required under Section
8.02.
