THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4 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 December 7, 2006Trust Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities
TRUST AGREEMENT, dated as of December 7, 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 • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York
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”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of December 7, 2006, between The National Collegiate Student Loan Trust 2006-4, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
CHARTER ONE BANK, N.A.Pool Supplement • December 19th, 2006 • National Collegiate Funding LLC • 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 December 7, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
BANK ONE, N.A.Pool Supplement • December 19th, 2006 • National Collegiate Funding LLC • 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 December 7, 2006. 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 OMISSIONSPool Supplement • December 19th, 2006 • National Collegiate Funding LLC • 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 December 7, 2006. 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 2006-4Deposit and Security Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the “Agreement”) is made and entered into as of December 7, 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 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 2006-4, in its capacity as owner (in such capacity, the “Owner”).
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4 Student Loan Asset Backed Notes consisting ofUnderwriting Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York
This Agreement, along with (i) the note purchase agreements listed on Schedule C hereto (collectively, the “Student Loan Purchase Agreement”), (ii) the Servicing Agreements, (iii) the Indenture, (iv) the Administration Agreement dated as of December 7, 2006 among the Trust, Wilmington Trust Company (the “Trustee”), the Indenture Trustee, National Collegiate Funding and First Marblehead Data Services, Inc., (v) the Back-up Administration Agreement, dated as of December 7, 2006, among the Trust, the Trustee, the Indenture Trustee, National Collegiate Funding and U.S. Bank, as the back-up administrator, (vi) the Deposit and Sale Agreement dated as of December 7, 2006 (the “Deposit and Sale Agreement”) between National Collegiate Funding and the Trust and (vii) the Trust Agreement dated as of December 7, 2006, among National Collegiate Funding, as Depositor, and TERI, as Owners, and Wilmington Trust Company, as Trustee are collectively referred to as the “Basic Documents.”
SERVICER CONSENT LETTERServicing Agreement • December 19th, 2006 • National Collegiate Funding LLC • 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:
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4Deposit and Sale Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of December 7, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2006-4, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
December 7, 2006 Corporate Trust Services-SFS One Federal Street, 3rd Floor Boston, Massachusetts 02110 Wilmington Trust CompanyBack-Up Administration Agreement • December 19th, 2006 • National Collegiate Funding LLC • Asset-backed securities
