National Collegiate Student Loan Sample Contracts

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National Collegiate Funding Llc – BROKER-DEALER AGREEMENT Dated September 20, 2007 Among THE BANK OF NEW YORK, as Auction Agent and GOLDMAN, SACHS & CO., as Broker-Dealer and FIRST MARBLEHEAD DATA SERVICES, INC. Relating to THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3 $229,200,000 Student Loan Asset Backed Notes Consisting of Auction Rate Class A-2-Ar-2 Notes Auction Rate Class A-3-Ar-3 Notes Auction Rate Class A-3-Ar-4 Notes (October 5th, 2007)

THIS BROKER-DEALER AGREEMENT, dated September 20, 2007, among (i) THE BANK OF NEW YORK (the "Auction Agent"), a New York banking corporation, not in its individual capacity but solely as agent of U.S. Bank National Association (the "Trustee"), pursuant to authority granted to the Auction Agent in the Auction Agreement, dated September 20, 2007 (the "Auction Agreement"), between the Trustee and the Auction Agent and acknowledged by the Corporation, as hereinafter defined; (ii) GOLDMAN, SACHS & CO., a New York limited partnership ("BD"); and (iii) FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the "Corporation").

National Collegiate Funding Llc – INSURANCE AND INDEMNITY AGREEMENT by and Among: THE FIRST MARBLEHEAD CORPORATION and FIRST MARBLEHEAD DATA SERVICES, INC., as Administrator and as Indenture Trustee and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-4, as Issuer and AMBAC ASSURANCE CORPORATION, as Note Insurer Dated as of September 20, 2007 (October 5th, 2007)

INSURANCE AND INDEMNITY AGREEMENT, dated as of September 20, 2007 by and among The First Marblehead Corporation, a Delaware corporation, First Marblehead Data Services, Inc., a Massachusetts corporation, as administrator (in such capacity, and together with any successor thereto in such capacity, the "Administrator"), U.S. Bank National Association, as indenture trustee (in such capacity, and together with any successor thereto in such capacity, the "Indenture Trustee"), The National Collegiate Student Loan Trust 2007-4, a Delaware statutory trust (the "Issuer"), and AMBAC ASSURANCE CORPORATION (the "Note Insurer").

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2007-3 (October 5th, 2007)

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 September 1, 2007.

National Collegiate Funding Llc – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2007-3 (October 5th, 2007)

This DEPOSIT AND SALE AGREEMENT (the "Sale Agreement"), dated as of September 20, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the "Seller"), and The National Collegiate Student Loan Trust 2007-3, as purchaser (the "Purchaser"), shall be effective upon execution by the parties hereto.

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2007-4 (October 5th, 2007)

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 September 1, 2007.

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2007-3 Back-Up Administration Agreement (October 5th, 2007)

In connection with the issuance by The National Collegiate Student Loan Trust 2007-3 (the "Trust") of student loan asset backed notes on September 20, 2007 pursuant to the Indenture dated as of September 1, 2007 (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 September 20, 2007 (the "Administration Agreement") among the Trust; Wilmington Trust Company as Owner Trustee; U.S. Bank; The National Collegiate Funding, LLC; 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.

National Collegiate Funding Llc – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2007-4 (October 5th, 2007)

This DEPOSIT AND SALE AGREEMENT (the "Sale Agreement"), dated as of September 20, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the "Seller"), and The National Collegiate Student Loan Trust 2007-4, as purchaser (the "Purchaser"), shall be effective upon execution by the parties hereto.

National Collegiate Funding Llc – Deposit and Security Agreement the National Collegiate Student Loan Trust 2007-4 (October 5th, 2007)

This Deposit and Security Agreement (the "Agreement") is made and entered into as of September 20, 2007, 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 2007-4, in its capacity as owner (in such capacity, the "Owner").

National Collegiate Funding Llc – INSURANCE AND INDEMNITY AGREEMENT by and Among: THE FIRST MARBLEHEAD CORPORATION and FIRST MARBLEHEAD DATA SERVICES, INC., as Administrator and as Indenture Trustee and THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3, as Issuer and AMBAC ASSURANCE CORPORATION, as Note Insurer Dated as of September 20, 2007 (October 5th, 2007)

INSURANCE AND INDEMNITY AGREEMENT, dated as of September 20, 2007 by and among The First Marblehead Corporation, a Delaware corporation, First Marblehead Data Services, Inc., a Massachusetts corporation, as administrator (in such capacity, and together with any successor thereto in such capacity, the "Administrator"), U.S. Bank National Association, as indenture trustee (in such capacity, and together with any successor thereto in such capacity, the "Indenture Trustee"), The National Collegiate Student Loan Trust 2007-3, a Delaware statutory trust (the "Issuer"), and AMBAC ASSURANCE CORPORATION (the "Note Insurer").

National Collegiate Funding Llc – Deposit and Security Agreement the National Collegiate Student Loan Trust 2007-3 (October 5th, 2007)

This Deposit and Security Agreement (the "Agreement") is made and entered into as of September 20, 2007, 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 2007-3, in its capacity as owner (in such capacity, the "Owner").

National Collegiate Funding Llc – September 20, 2007 Corporate Trust Services-Sfs One Federal Street, 3rd Floor Boston, Massachusetts 02110 Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Re: The National Collegiate Student Loan Trust 2007-4 Back-Up Administration Agreement Ladies and Gentlemen: (October 5th, 2007)

In connection with the issuance by The National Collegiate Student Loan Trust 2007-4 (the "Trust") of student loan asset backed notes on September 20, 2007 pursuant to the Indenture dated as of September 1, 2007 (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 September 20, 2007 (the "Administration Agreement") among the Trust; Wilmington Trust Company as Owner Trustee; U.S. Bank; The National Collegiate Funding, LLC; 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.

National Collegiate Student Loan Trust 2007-2 – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2007-2 (June 20th, 2007)

This DEPOSIT AND SALE AGREEMENT (the "Sale Agreement"), dated as of June 14, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the "Seller"), and The National Collegiate Student Loan Trust 2007-2, as purchaser (the "Purchaser"), shall be effective upon execution by the parties hereto.

National Collegiate Student Loan Trust 2007-2 – Re: The National Collegiate Student Loan Trust 2007-2 Back-Up Administration Agreement (June 20th, 2007)

In connection with the issuance by The National Collegiate Student Loan Trust 2007-2 (the "Trust") of student loan asset backed notes on June 14, 2007 pursuant to the Indenture dated as of June 1, 2007 (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 14, 2007 (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. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Administration Agreement.

National Collegiate Student Loan Trust 2007-2 – INDENTURE Between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2, as Issuer and Relating To: The National Collegiate Student Loan Trust 2007-2 Dated as of June 1, 2007 THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-2 (June 20th, 2007)

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, 2007.

National Collegiate Student Loan Trust 2007-2 – Deposit and Security Agreement the National Collegiate Student Loan Trust 2007-2 (June 20th, 2007)

This Deposit and Security Agreement (the "Agreement") is made and entered into as of June 14, 2007, 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 2007-2, in its capacity as owner (in such capacity, the "Owner").

National Collegiate Student Loan Trust 2007-1 – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2007-1 (March 14th, 2007)

This DEPOSIT AND SALE AGREEMENT (the Sale Agreement), dated as of March 8, 2007, between The National Collegiate Funding LLC, as seller (in such capacity, the Seller), and The National Collegiate Student Loan Trust 2007-1, as purchaser (the Purchaser), shall be effective upon execution by the parties hereto.

National Collegiate Student Loan Trust 2007-1 – Deposit and Security Agreement the National Collegiate Student Loan Trust 2007-1 (March 14th, 2007)

This Deposit and Security Agreement (the Agreement) is made and entered into as of March 8, 2007, 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 2007-1, in its capacity as owner (in such capacity, the Owner).

National Collegiate Student Loan Trust 2007-1 – INDENTURE Between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1, as Issuer and Relating To: The National Collegiate Student Loan Trust 2007-1 Dated as of March 1, 2007 THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-1 (March 14th, 2007)

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 March 1, 2007.

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 200_-_ (March 7th, 2007)

Reconciliation between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and this Indenture of Trust, dated as of __________ __, 200_.

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2006-4 (December 19th, 2006)

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 December 1, 2006.

National Collegiate Funding Llc – December 7, 2006 to Each of the Parties Listed on Schedule a Attached Hereto Opinion: Indenture the National Collegiate Student Loan Trust 2006-4 Student Loan Asset Backed LIBOR Rate Notes Ladies and Gentlemen: (December 19th, 2006)

We have acted as counsel to The National Collegiate Student Loan Trust 2006-4, a Delaware statutory trust (the "Trust"), The National Collegiate Funding LLC (the "Depositor"), The First Marblehead Corporation ("FMC") and First Marblehead Data Services, Inc. ("FMDS") as to certain matters in connection with (i) the Student Loan Purchase Agreements listed on Schedule B (each, a "Student Loan Purchase Agreement"), each among a bank listed on Schedule C (each, a "Bank") as an originator pursuant to the student loan programs listed on Schedule D and a seller of student loans (each, a "Student Loan") and FMC, and the Pool Supplements thereto listed on Schedule E (each, a "Pool Supplement;" together with the related Student Loan Purchase Agreement, each, a "Bank Sale Agreement"), each among a Bank, FMC and the Depositor, (ii) the Deposit and Sale Agreement, dated as of December 7, 2006 (the "Depositor Sale Agreement"),

National Collegiate Funding Llc – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2006-4 (December 19th, 2006)

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.

National Collegiate Funding Llc – December 7, 2006 Corporate Trust Services-Sfs One Federal Street, 3rd Floor Boston, Massachusetts 02110 Wilmington Trust Company 1100 North Market Street Wilmington, Delaware 19890-0001 Re: The National Collegiate Student Loan Trust 2006-4 Back-Up Administration Agreement Ladies and Gentlemen: (December 19th, 2006)

In connection with the issuance by The National Collegiate Student Loan Trust 2006-4 (the "Trust") of student loan asset backed notes on December 7, 2006 pursuant to the Indenture dated as of December 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 December 7, 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.

National Collegiate Funding Llc – To Each of the Parties Listed on Schedule a Attached Hereto Opinion: Tax (Notes) the National Collegiate Student Loan Trust 2006-4 Student Loan Asset Backed LIBOR Rate Notes Ladies and Gentlemen: (December 19th, 2006)

We have acted as counsel to The National Collegiate Student Loan Trust 2006-4, a Delaware statutory trust (the "Trust"), The National Collegiate Funding LLC (the "Depositor"), The First Marblehead Corporation ("FMC") and First Marblehead Data Services, Inc. ("FMDS") as to certain matters in connection with (i) the Student Loan Purchase Agreements listed on Schedule B (each, a "Student Loan Purchase Agreement"), each among a bank listed on Schedule C (each, a "Bank") as an originator pursuant to the student loan programs listed on Schedule D and a seller of student loans (each, a "Student Loan") and FMC, and the Pool Supplements thereto listed on Schedule E (each, a "Pool Supplement;" together with the related Student Loan Purchase Agreement, each, a "Bank Sale Agreement"), each among a Bank, FMC and the Depositor, (ii) the Deposit and Sale Agreement, dated as of December 7, 2006 (the "Depositor Sale Agreement"),

National Collegiate Funding Llc – Deposit and Security Agreement the National Collegiate Student Loan Trust 2006-4 (December 19th, 2006)

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").

National Collegiate Funding Llc – Deposit and Security Agreement the National Collegiate Student Loan Trust 2006-3 (October 13th, 2006)

This Deposit and Security Agreement (the "Agreement") is made and entered into as of September 28, 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 2006-3, in its capacity as owner (in such capacity, the "Owner").

National Collegiate Funding Llc – September 28, 2006 to Each of the Parties Listed on Schedule a Attached Hereto Opinion: Tax (Notes) the National Collegiate Student Loan Trust 2006-3 Student Loan Asset Backed LIBOR Rate Notes Ladies and Gentlemen: (October 13th, 2006)

We have acted as counsel to The National Collegiate Student Loan Trust 2006-3, a Delaware statutory trust (the "Trust"), The National Collegiate Funding LLC (the "Depositor"), The First Marblehead Corporation ("FMC") and First Marblehead Data Services, Inc. ("FMDS") as to certain matters in connection with (i) the Student Loan Purchase Agreements listed on Schedule B (each, a "Student Loan Purchase Agreement"), each among a bank listed on Schedule C (each, a "Bank") as an originator pursuant to the student loan programs listed on Schedule D and a seller of student loans (each, a "Student Loan") and FMC, and the Pool Supplements thereto listed on Schedule E (each, a "Pool Supplement;" together with the related Student Loan Purchase Agreement, each, a "Bank Sale Agreement"), each among a Bank, FMC and the Depositor, (ii) the Deposit and Sale Agreement, dated as of September 28, 2006 (the "Depositor Sale Agreement"),

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2006-3 (October 13th, 2006)

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 September 1, 2006.

National Collegiate Funding Llc – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2006-3 (October 13th, 2006)

This DEPOSIT AND SALE AGREEMENT (the "Sale Agreement"), dated as of September 28, 2006, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the "Seller"), and The National Collegiate Student Loan Trust 2006-3, as purchaser (the "Purchaser"), shall be effective upon execution by the parties hereto.

National Collegiate Funding Llc – September 28, 2006 to Each of the Parties Listed on Schedule a Attached Hereto Opinion: Indenture the National Collegiate Student Loan Trust 2006-3 Student Loan Asset Backed LIBOR Rate Notes Ladies and Gentlemen: (October 13th, 2006)

We have acted as counsel to The National Collegiate Student Loan Trust 2006-3, a Delaware statutory trust (the "Trust"), The National Collegiate Funding LLC (the "Depositor"), The First Marblehead Corporation ("FMC") and First Marblehead Data Services, Inc. ("FMDS") as to certain matters in connection with (i) the Student Loan Purchase Agreements listed on Schedule B (each, a "Student Loan Purchase Agreement"), each among a bank listed on Schedule C (each, a "Bank") as an originator pursuant to the student loan programs listed on Schedule D and a seller of student loans (each, a "Student Loan") and FMC, and the Pool Supplements thereto listed on Schedule E (each, a "Pool Supplement;" together with the related Student Loan Purchase Agreement, each, a "Bank Sale Agreement"), each among a Bank, FMC and the Depositor, (ii) the Deposit and Sale Agreement, dated as of September 28, 2006 (the "Depositor Sale Agreement"),

National Collegiate Funding Llc – LIQUIDITY NOTE AGREEMENT THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3 as Issuer and UBS AG, Stamford Branch as Initial Holder Dated as of September 28, 2006 (October 13th, 2006)

LIQUIDITY NOTE AGREEMENT (this "Agreement"), dated as of September ___, 2006, by and between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-3, a Delaware statutory trust, as issuer (the "Issuer") of the liquidity note (the "Liquidity Note") issued hereunder, and UBS AG, Stamford branch, incorporated and domiciled in Switzerland and operating under Swiss Company Law and Swiss Federal Banking Law as an Aktiengesellschaft, acting through UBS AG, Stamford branch ("UBS AG"), as the initial holder of the Liquidity Note.

National Collegiate Funding Llc – The National Collegiate Student Loan Trust 2006-3 Back-Up Administration Agreement___________ (October 13th, 2006)

In connection with the issuance by The National Collegiate Student Loan Trust 2006-3 (the "Trust") of student loan asset backed notes on September 28, 2006 pursuant to the Indenture dated as of September 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 September 28, 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.

National Collegiate Funding Llc – Deposit and Sale Agreement the National Collegiate Student Loan Trust 2006-2 (July 10th, 2006)

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.

National Collegiate Funding Llc – Re: The National Collegiate Student Loan Trust 2006-2 Back-Up Administration Agreement (July 10th, 2006)

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.

National Collegiate Funding Llc – Deposit and Security Agreement the National Collegiate Student Loan Trust 2006-2 (July 10th, 2006)

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").