THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-2 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 8, 2006Trust Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities
TRUST AGREEMENT, dated as of June 8, 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 • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of June 8, 2006 (as amended from time to time, the “Agreement”), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-2, 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”).
STRUCTURING ADVISORY AGREEMENTStructuring Advisory Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • New York
STRUCTURING ADVISORY AGREEMENT (the "Agreement"), dated as of June 8, 2006, between The National Collegiate Student Loan Trust 2006-2, a Delaware statutory trust (the "Trust"), and The First Marblehead Corporation (the "Advisor").
GUARANTY AGREEMENT between THE EDUCATION RESOURCES INSTITUTE, INC. and GMAC BANKGuaranty Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • Massachusetts
This Guaranty Agreement (this "Agreement") is made as of this 30th day of May, 2003, by and between The Education Resources Institute, Inc. ("TERI"), 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, 6th Floor, Boston, Massachusetts 02116, and GMAC Bank, (the "LENDER"), a federal savings bank having a place of business located at 3710 Kennett Pike, Greenville, DE 19807.
GUARANTY AGREEMENT between THE EDUCATION RESOURCES INSTITUTE, INC. and CHARTER ONE BANK, N.A. (NextStudent)Guaranty Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • Massachusetts
This Guaranty Agreement (this "Agreement") is made as of this 15th day of May, 2002, by and between The Education Resources Institute, Inc. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 330 Stuart Street, Boston, Massachusetts 02116, and Charter One Bank, N.A., (the "LENDER"), a national association organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, Ohio 44114.
SERVICER CONSENT LETTERServicing Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities
Reference is hereby made to the Alternative Servicing Agreement, dated October 16, 2001, 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 2006-2, as Issuer and Relating To: The National Collegiate Student Loan Trust 2006-2 Dated as of June 1, 2006 THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-2Indenture • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • 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, 2006.
NOTE PURCHASE AGREEMENT TERI-GUARANTEED NEXTSTUDENT LOAN PROGRAM Charter One Bank, N.A. (NextStudent) [Optional Purchase Periods]Note Purchase Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • Massachusetts
This Note Purchase Agreement, by and between Charter One Bank, N.A. (“Program Lender”), a national association organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, Ohio 44114 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 15, 2002;
NOTE PURCHASE AGREEMENT TERI-GUARANTEED GMAC BANK LOAN PROGRAM GMAC BANKNote Purchase Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • Massachusetts
This Note Purchase Agreement, by and between GMAC Bank ("Program Lender"), a federal savings bank having a principal office located at 3710 Kennett Pike, Greenville, DE 19807, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts ("FMC"), is made as of May 30, 2003;
Re: The National Collegiate Student Loan Trust 2006-2 Back-up Administration AgreementBack-Up Administration Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities
In connection with the issuance by The National Collegiate Student Loan Trust 2006-2 (the “Trust”) of student loan asset backed notes on June 8, 2006 pursuant to the Indenture dated as of June 1, 2006 (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 8, 2006 (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.
ContractPool Supplement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities
This Pool Supplement (the “Supplement”) is entered into pursuant to and forms a part of that certain Note Purchase Agreement (the “Agreement”) dated as of May 30, 2003, 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 and GMAC Bank (the “Program Lender”). This Supplement is dated as of June 8, 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 OMISSIONS.Pool Supplement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • 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, 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 8, 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 OMISSIONS.Pool Supplement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • 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 8, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
ContractPool Supplement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • 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 8, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreements.
ContractPool Supplement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • 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 8, 2006. Capitalized terms used in this Supplement without definitions have the meanings set forth in the Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • New York
The National Collegiate Funding LLC, a Delaware limited liability company ("National Collegiate Funding"), has authorized The National Collegiate Student Loan Trust 2006-2, a Delaware statutory trust (the "Trust"), to sell to Deutsche Bank Securities, Inc. and Credit Suisse Securities (USA) LLC (together, the "Representatives") and the other underwriters listed on Schedule A hereto (each an "Underwriter" and collectively with the Representatives, the "Underwriters"), pursuant to the terms of this Underwriting Agreement (this "Agreement"), $673,330,000 aggregate principal amount (and in the case of the A-IO Notes, $140,000,000 aggregate notional amount) of the Trust’s Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-IO Notes, Class B Notes and Class C Notes (collectively, the "Offered Notes") in the classes and aggregate principal or reference amounts set forth on Schedule A hereto. The Offered Notes will be issued under an Indenture, dated as of June 1, 2006
DEPOSIT AND SECURITY AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-2Deposit and Security Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • Massachusetts
This Deposit and Security Agreement (the "Agreement") is made and entered into as of June 8, 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 2006-2, in its capacity as owner (in such capacity, the "Owner").
DEPOSIT AND SALE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-2Deposit and Sale Agreement • July 10th, 2006 • National Collegiate Student Loan Trust 2006-2 • Asset-backed securities • New York
This DEPOSIT AND SALE AGREEMENT (the “Sale Agreement”), dated as of June 8, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and The National Collegiate Student Loan Trust 2006-2, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
