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Administration Agreement

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Title:

Administration Agreement

Entities:

U.S. Bank, NA; VeriSign, Inc.

Date:

2006

Size:

33KB total

Price:

$37

ID:

#2672253

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ADMINISTRATION AGREEMENT

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).

WHEREAS, the Issuer is issuing its (a) Student Loan Asset Backed Notes (the Notes) pursuant to the Indenture dated as of December 1, 2006 (the Indenture), between the Issuer and the Indenture Trustee, and (b) its trust certificates (the Trust Certificates) pursuant to the Trust Agreement dated as of December 7, 2006 (the Trust Agreement) among the Owner Trustee, the Depositor and The Education Resources Institute, Inc. (together with the Depositor and their respective successors in interest, the Owners).

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement, or the Indenture (the Trust Agreement and the Indenture are referred to collectively herein as the Basic Documents);

WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner Trustee and the Depositor are required to perform certain duties in connection with (a) the Student Loans and other collateral pledged pursuant to the Indenture (the Collateral), (b) the Notes and (c) the Trust Certificates;

WHEREAS, the Issuer, the Owner Trustee and the Depositor desire to have the Administrator perform certain of the duties of the Issuer referred to in the Basic Documents and any other documents signed by the Owner Trustee on behalf of the Issuer (collectively, the Trust Related Agreements) and to provide such additional services consistent with the terms of this Agreement and the Trust Related Agreements as the Issuer, the Owner Trustee, the Depositor may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer, the Owner Trustee and the Depositor on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Duties of the Administrator.

(a) Duties with Respect to the Trust Related Agreements.

(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Trust Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuers duties under the Trust Related Agreements. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture:

(A) Directing the Indenture Trustee, by Issuer Order, to deposit moneys with Paying Agents, if any, other than the Indenture Trustee;

(B) Preparing and delivering notice to the Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee;

(C) Preparing an Issuer Order and Officers Certificate and obtaining an Opinion of Counsel, if necessary, for any release of property of the Indenture Trust Estate;

(D) Preparing Issuer Requests and obtaining Opinions of Counsel with respect to the execution of amendments to the Indenture and the Trust Agreement and mailing notices to the Noteholders with respect to such amendments;

(E) Paying all expenses in connection with the issuance of the Notes;

(F) Taking all actions on behalf of the Issuer necessary under the TERI Guarantee Agreements , including without limitation informing TERI that there are not sufficient Available Funds for the repurchase of Rehabilitated Student Loans in accordance with Section 3.4 of any applicable Guaranty Agreement; and

(G) Providing instructions to the Indenture Trustee as required by Section 8.02(d) of the Indenture.

(ii) The Administrator will:

(A) Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred in the absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrators duties contemplated by this Agreement;

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