SERVICER CONSENT LETTER
EXHIBIT
99.11
SERVICER
CONSENT LETTER
December
7, 2006
Pennsylvania
Higher Education Assistance Agency
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Harrisburg,
Pennsylvania 17102-1444
Attention:
Senior Vice President, Marketing & Client Affairs
Dear
Sir
or Madam:
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:
1. FMC
hereby assigns its interest in the Servicing Agreement with respect to the
Student Loans identified on the attached Schedule
1
(the
“Student
Loans”)
to The
National Collegiate Student Loan Trust 2006-4 (the “Issuer”),
and
the Servicer hereby consents thereto.
2. The
Servicer hereby consents to the assignment and to the grant by the Issuer of
a
security interest in the Servicing Agreement to U.S. Bank National Association
(the “Indenture
Trustee”),
as
provided in the Indenture (the “Indenture”),
dated
as of December 1, 2006, by and between the Issuer and the Indenture Trustee,
for
the benefit of the holders of the Student Loan Asset Backed Notes (the
“Notes”)
of the
Issuer.
3. The
Servicer hereby confirms that it will not terminate the Servicing Agreement
until the appointment of a successor servicer by the Issuer, unless such
termination is due to a default by the Issuer under Section 14.03 thereof,
or
unless the Servicing Agreement otherwise expires in accordance with Section
3
thereof.
4. The
Issuer hereby confirms that it will not terminate the Servicer for cause
pursuant to Section 14.02 of the Servicing Agreement until a successor servicer
is appointed.
5. The
Servicer hereby confirms that it has complied with all the terms and satisfied
all the conditions on its part to be performed or satisfied under the Servicing
Agreement.
6. It
is
expressly understood and agreed by the parties hereto that (i) this servicer
consent letter is executed and delivered by Wilmington Trust Company (the
“Owner
Trustee”),
not
individually or personally, but solely as owner trustee of the Issuer under
the
Trust Agreement dated as of December 7, 2006, among The National Collegiate
Funding LLC, The Education Resources Institute, Inc. and the Owner Trustee,
in
the exercise of the powers and authority conferred and vested in it, (ii) each
of the representations, undertakings and agreements herein made on the part
of
the Issuer is made and intended not as a personal representation, undertaking
and agreement by the Owner Trustee, but is made and intended for the purpose
of
binding only the Issuer, (iii) nothing herein contained shall be construed
as
creating any personal or individual liability on the Owner Trustee, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereby and by any person claiming
by, through, or under the parties hereto, and (iv) under no circumstances shall
the Owner Trustee be personally liable for the payment of any indebtedness
or
expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this
Agreement or any other documents related to the Notes.
7. Any
breach of the Servicer’s obligations under this Servicer Consent Letter shall
constitute a material breach of the Servicing Agreement.
8. The
parties hereto acknowledge and agree that for so long as any Notes are
outstanding, the Indenture Trustee is a third party beneficiary hereof and
of
the Servicing Agreement, and the Indenture Trustee shall have the right to
exercise all rights of the Issuer under the Servicing Agreement.
9. The
Servicer will execute and deliver to FMC (or its nominee) and the Owner Trustee
annually on or before July 31 of each year, and at such other times as FMC
(or
its nominee) and the Owner Trustee (or either of them) are required to provide
certification to the Securities and Exchange Commission under the Securities
Exchange Act of 1934 in connection with servicing related activities: (i) a
Report on Assessment of Compliance Statement, as required by paragraph (a)
of
Item 1122 of Regulation AB of the Securities and Exchange Commission
(“Regulation
AB”),
in
the form attached hereto as Exhibit B;
and
(ii) a Servicer Compliance Statement, as required by Item 1123 of
Regulation AB, in the form attached hereto as Exhibit C.
In
addition, annually on or before July 31 of each year, the Servicer will
cause a registered public accounting firm to execute and deliver a Registered
Public Accounting Firm Attestation Report, as required by paragraph (b) of
Item
1122 of Regulation AB. All costs associated with the performance of the
obligations under this paragraph 9 shall be by the Issuer.
[Signature
Pages Follow]
Please
acknowledge your acceptance and agreement to the foregoing by signing
below.
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Very
truly yours,
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THE
FIRST MARBLEHEAD CORPORATION
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By:
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/s/
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Senior
Executive Vice President
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ACCEPTED
AND AGREED:
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PENNSYLVANIA
HIGHER EDUCATION ASSISTANCE AGENCY
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By:
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/s/
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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President
& CEO
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THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4
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By:
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WILMINGTON
TRUST COMPANY,
not
in its individual capacity but solely as Owner Trustee
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By:
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/s/
▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇.
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Title:
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Financial
Services Officer
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Exhibit
A to Servicer Consent Letter
Exhibit
B to Servicer Consent Letter
FORM
OF
REPORT ON ASSESSMENT OF COMPLIANCE STATEMENT
[DATE]
[ACCOUNTANT’S
ADDRESS]
The
National Collegiate Student Loan Trust 20__-_
[ADDRESS]
In
connection with the Annual Report on Form 10-K of The National Collegiate
Student Loan Trust 20__-_ for the fiscal year ending June 30, 20__ (the
“Report”)
and as
required by Item 1122 of Regulation AB of the Securities and Exchange Commission
(“Regulation
AB”),
the
undersigned, a duly authorized officer of the [SERVICER] (the “Servicer”),
does
hereby certify and represent as follows:
| 1. |
A
review of the activities of the Servicer for the period that is the
subject of the Report has been made under the supervision of the
undersigned;
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| 2. |
The
applicable criteria required in paragraph (d) of Item 1122 of Regulation
AB, as listed on Schedule A, attached hereto, (the “Servicing
Criteria”)
were used to assess compliance of the
Servicer;
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| 3. |
To
the best knowledge of the undersigned, based on such review, the Servicer
has substantially fulfilled all its material obligations under the
applicable Servicing Criteria;
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| 4. |
To
the best knowledge of the undersigned, based on such review, the
undersigned has identified no material instances of noncompliance of
the
Servicer with the applicable Servicing Criteria; and
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| 5. |
The
registered public accounting firm of [FIRM] has issued an attestation
report on this Report on Assessment of Compliance for the period that
is
the subject of the Report.
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IN
WITNESS WHEREOF, the undersigned has executed this Report of the Servicer as
of
______________, 20__.
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[SERVICER],
as Servicer
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By:
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Name:
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Title:
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Schedule
A to Exhibit B to the Servicer Consent Letter
Pursuant
to Instruction 1 of Item 1122 of Regulation AB, the following list of Servicing
Criteria has been “Reviewed” or deemed “Not Applicable” by the Servicer, as
marked.
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Reviewed
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Not
Applicable
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General
Servicing Considerations
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1122(d)(1)(i)
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Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
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X
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1122(d)(1)(ii)
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If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
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X
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1122(d)(1)(iii)
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Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
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X
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1122(d)(1)(iv)
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A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
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X
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Cash
Collection and Administration
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1122(d)(2)(i)
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Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
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X
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1122(d)(2)(ii)
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Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
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X
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1122(d)(2)(iii)
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Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
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X
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1122(d)(2)(iv)
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The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
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X
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1122(d)(2)(v)
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Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
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X
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1122(d)(2)(vi)
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Unissued
checks are safeguarded so as to prevent unauthorized access.
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X
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1122(d)(2)(vii)
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Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
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X
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Investor
Remittances and Reporting
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1122(d)(3)(i)
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Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
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X
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1122(d)(3)(ii)
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Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
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X
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1122(d)(3)(iii)
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Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
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X
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1122(d)(3)(iv)
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Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
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X
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Pool
Asset Administration
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1122(d)(4)(i)
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Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
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X
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1122(d)(4)(ii)
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Pool
assets and related documents are safeguarded as required by the
transaction agreements
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X
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1122(d)(4)(iii)
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Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
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X
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1122(d)(4)(iv)
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Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
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X
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1122(d)(4)(v)
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The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
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X
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1122(d)(4)(vi)
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Changes
with respect to the terms or status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
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X
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1122(d)(4)(vii)
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Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
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X
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1122(d)(4)(viii)
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Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
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X
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1122(d)(4)(ix)
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Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
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X
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1122(d)(4)(x)
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Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
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X
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1122(d)(4)(xi)
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Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
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X
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1122(d)(4)(xii)
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Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
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X
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1122(d)(4)(xiii)
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Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
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X
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1122(d)(4)(xiv)
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Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
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X
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Exhibit
C to Servicer Consent Letter
FORM
OF
SERVICER COMPLIANCE STATEMENT FOR
THE
NATIONAL COLLEGIATE STUDENT LOAN TRUST 20__-_
[DATE]
The
National Collegiate Student Loan Trust 20__-_
[ADDRESS]
In
connection with the Annual Report on Form 10-K of The National Collegiate
Student Loan Trust 20__-_ for the fiscal year ending June 30, 20__ (the
“Report”),
the
undersigned, a duly authorized officer of the [SERVICER] (the “Servicer”),
does
hereby certify and represent as follows:
| 1. |
A
review of the activities and performance of the Servicer under the
Servicing Agreement dated as of [______________], as amended, between
the
Servicer and The First Marblehead Corporation (the “Servicing
Agreement”)
for the period that is the subject of the Report has been made under
the
supervision of the undersigned;
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| 2. |
To
the best knowledge of the undersigned, based on such review, the Servicer
has fulfilled all of its obligations under the Servicing Agreement
in all
material respects throughout the period that is the subject of the
Report;
and
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| 3. |
To
the best knowledge of the undersigned, based on such review, there
have
been no failures to fulfill any such obligation in any material
respect.
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IN
WITNESS WHEREOF, the undersigned has executed this Servicer Compliance Statement
as of [ ],
20__.
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[SERVICER],
as Servicer
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By:
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Name:
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Title:
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