EXHIBIT 10.11
February 23, 2005
U.S. Bank National Association
Corporate Trust Services-SFS
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Delaware Trust Company, National Association
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Re: The National Collegiate Student Loan Trust 2005-1
Back-up Administration Agreement
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Ladies and Gentlemen:
In connection with the issuance by The National Collegiate Student Loan
Trust 2005-1 (the "TRUST") and NCF Grantor Trust 2005-1 of student loan asset
backed notes and certificates on February 23, 2005 pursuant to the Indenture
dated as of February 1, 2005 (the "INDENTURE") between the Trust and U.S. Bank
National Association ("U.S. BANK") and the Grantor Trust Agreement dated as of
February 23, 2005 between The National Collegiate Funding LLC and U.S. Bank,
respectively, this letter serves as the Back-up Administration Agreement (the
"BACK-UP AGREEMENT") and amends and supplements the Administration Agreement
dated as of February 23, 2005 (the "ADMINISTRATION AGREEMENT") among the Trust,
Delaware Trust Company, National Association, U.S. Bank 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. In the event of
the resignation or removal of FMDS as Administrator pursuant to Section 8 of the
Administration Agreement, U.S. Bank shall assume the duties required to be
performed by FMDS as Administrator under the Administration Agreement; provided
that U.S. Bank shall not under any circumstances be responsible for any
representations and warranties or for any payment, guarantee and indemnity
obligations of FMDS as the Administrator, in each case, under the Administration
Agreement, any other Trust Related Agreements or the Grantor Trust Related
Agreements or for any liability incurred by FMDS as the Administrator prior to
the date of the assumption by U.S. Bank of the obligations of the Administrator
under the Administration Agreement. Notwithstanding the foregoing, with the
consent of the Owner Trustee, U.S. Bank, if it is unwilling or unable to so act,
may designate a successor Administrator to be appointed pursuant to the
provisions of Section 8 of the Administration Agreement, subject to the
satisfaction of the conditions set forth in Section 8(e) and (f). As
compensation for the performance of U.S. Bank's obligations under this Back-up
Agreement, U.S. Bank shall be entitled to (i) $10,000 payable by the Trust on
the date of this Back-up Agreement and (ii) a monthly fee of $1,000 payable by
the Trust on each Distribution Date pursuant to section 8.02(d), first of the
Indenture until such time as U.S. Bank begins performing FMDS' duties as
Administrator under the Administration Agreement. In the event
that FMDS resigns or is removed as Administrator and U.S. Bank begins performing
FMDS' duties as Administrator under the Administration Agreement, U.S. Bank
shall be compensated as the Administrator in accordance with the Administration
Agreement.
U.S. Bank will be subject to all of the terms and conditions of the
Administration Agreement in so far as such terms and conditions apply to U.S.
Bank's duties as set forth above. In the performance or non-performance of its
duties contemplated by this Back-up Agreement, U.S. Bank shall be subject to the
same standard of care as the Administrator under the Administration Agreement
and shall be entitled to the same rights, privileges, protections, immunities
and benefits given to the Administrator under the Administration Agreement. In
no event will U.S. Bank be responsible for the obligations of the Administrator
or be responsible for any actions, omissions or malfeasance of the Administrator
under the Administration Agreement, the Trust Related Agreements and the Grantor
Trust Related Agreements prior to the assumption by U.S. Bank of the obligations
of the Administrator under the Administration Agreement.
In order to facilitate the performance of U.S. Bank's duties under this
Back-up Agreement, FMDS will make all files, systems and employees available to
U.S. Bank. Without limiting the generality of the foregoing, FMDS agrees to
cooperate with U.S. Bank (or its designee) to facilitate the orderly transfer of
its duties under the Administration Agreement, including without limitation,
notifying the Servicers, the Custodians, their collection agents and other
appropriate parties of the transfer of the administrator function and providing
(or causing the Servicers to provide) U.S. Bank with all documents and records
in electronic or other form reasonably requested by U.S. Bank to enable U.S.
Bank or its designee to assume the Administrator's functions under the
Administration Agreement, the Trust Related Agreements and the Grantor Trust
Related Agreements (including without limitation such information relating to
Defaulted Student Loans) and shall transfer (and cause any collection agent to
transfer) to the Indenture Trustee for deposit into the ▇▇▇▇ Pledge Fund for the
benefit of the Trust all monies received by it with respect to the Defaulted
Student Loans. Subject to the foregoing, U.S. Bank will be required to begin
performing its duties under this Back-up Agreement within 30 days of receiving
notice of FMDS' resignation or removal as Administrator under the Administration
Agreement (or, if later, the effective date of the resignation or removal). Out
of pocket expenses incurred by U.S. Bank in connection with the transition of
services hereunder shall be borne by FMDS. To the extent that such expenses are
not paid by FMDS, such expenses shall be paid by the Trust pursuant to the
Indenture.
The provisions of Section 17 of the Administration Agreement are
incorporated herein by reference and shall apply to this Back-up Agreement as
they apply to the Administration Agreement.
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Please evidence your agreement with the terms set forth herein by
signing this letter below.
Sincerely,
THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 2005-1
By: DELAWARE TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity but
solely as Owner Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
FIRST MARBLEHEAD DATA SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
THE NATIONAL COLLEGIATE FUNDING LLC
By: GATE Holdings, Inc., Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
ACCEPTED AND AGREED:
DELAWARE TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity but solely as
Owner Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
