DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-2Deposit and Sale Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities • New York
This Deposit and Sale Agreement (the “Sale Agreement”), dated as of June 29, 2005, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2005-2, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
POOL SUPPLEMENTPool Supplement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • 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 9, 2005. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
The National Collegiate Funding LLC, DEPOSITOR, and GRANTOR TRUSTEE GRANTOR TRUST AGREEMENT Dated as of June 9, 2005 The National Collegiate Funding LLC NCF GRANTOR TRUST 2005-2 GRANTOR TRUST CERTIFICATES, SERIES 2005-GT2Grantor Trust Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities • Massachusetts
Grantor Trust Agreement dated June 9, 2005, between The National Collegiate Funding LLC, a Delaware limited liability company, as Depositor (the “Depositor”) and U.S. Bank National Association, not in its individual capacity but solely as grantor trustee (the “Grantor Trustee”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of June 9, 2005, between The National Collegiate Student Loan Trust 2005-2, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
ADMINISTRATION AGREEMENTAdministration Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of June 9, 2005 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-2, a Delaware statutory trust (the “Issuer”), DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, both in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”) and as grantor trustee under the Grantor Trust Agreement (hereinafter defined) (the “Grantor Trustee”), THE NATIONAL COLLEGIATE FUNDING LLC, a Delaware limited liability company (the “Depositor”) and FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the “Administrator”).
TRUST AGREEMENT Among DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION as OWNER TRUSTEE and THE NATIONAL COLLEGIATE FUNDING LLC and THE EDUCATION RESOURCES INSTITUTE, INC. as OWNERS Dated as of June 9, 2005Trust Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities
TRUST AGREEMENT, dated as of June 9, 2005, 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 Delaware Trust Company, National Association, a national banking association (the “Owner Trustee”).
June 9, 2005Back-Up Administration Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities
POOL SUPPLEMENT BANK ONE, N.A.Pool Supplement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • 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 June 9, 2005. 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 2005-2Deposit and Security Agreement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of June 9, 2005, 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 230 Park Avenue, New York, New York 10169 (the “Administrator”), and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-2, in its capacity as owner (in such capacity, the “Owner”).
ContractPool Supplement • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • 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 June 9, 2005. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
INDENTURE between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-2, as Issuer and as Indenture Trustee Relating To: The National Collegiate Student Loan Trust 2005-2 Dated as of June 1, 2005Indenture • June 24th, 2005 • National Collegiate Student Loan Trust 2005-2 • 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, 2005.
