Exhibit 10.7
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ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT dated as of ____________, 20____ (as
amended from time to time, the "AGREEMENT"), among THE NATIONAL COLLEGIATE
STUDENT LOAN TRUST 20____-____, a Delaware statutory trust (the "Issuer"),
______________________________, a national banking association, not in its
individual capacity but solely as Owner Trustee (the "OWNER TRUSTEE"), U.S. BANK
NATIONAL ASSOCIATION, a national banking association (the "INDENTURE TRUSTEE"),
solely in its capacity as trustee under the Indenture (hereinafter defined), 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 _____________, 20_____ (the
"INDENTURE"), between the Issuer and the Indenture Trustee, and (b) its Trust
Certificates pursuant to the Trust Agreement dated as of ______________, 20_____
(the "TRUST AGREEMENT") among the Owner Trustee, The National Collegiate Funding
LLC and The Education Resources Institute, Inc. (together with its 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 and the Owner
Trustee 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 and the Owner Trustee 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 and the Owner Trustee 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 and the
Owner Trustee 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 Issuer's 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) The direction to the Indenture Trustee by Issuer
Order to deposit moneys with Paying Agents, if any, other than the Indenture
Trustee;
(B) The preparation and delivery of notice to the
Noteholders of the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee;
(C) The preparation of an Issuer Order and Officer's
Certificate and the obtaining of an Opinion of Counsel, if necessary, for the
release of property of the Trust Estate;
(D) The preparation of Issuer Requests and the
obtaining of Opinions of Counsel with respect to the execution of amendments to
the Indenture and the Trust Agreement and the mailing to the Noteholders of
notices with respect to such amendments;
(E) The payment of all expenses in connection with
the issuance of the Notes; and
(F) Taking all actions on behalf of the Issuer
necessary under the ▇▇▇▇ Guarantee Agreement.
(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 without willful misconduct,
negligence, or bad faith on their part, arising out of the willful misconduct,
negligence or bad faith of the Administrator in the performance of the
Administrator's duties contemplated by this Agreement; and
(B) Indemnify the Issuer and the Owner Trustee and
their respective agents for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys fees and expenses, incurred
without negligence, willful misconduct or bad faith on
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their part, arising out of the willful misconduct, negligence or bad faith of
the Administrator in the performance of the Administrator's duties contemplated
by this Agreement;
PROVIDED, HOWEVER, that the Administrator shall not be required to indemnify the
Indenture Trustee, the Issuer or the Owner Trustee pursuant to Section 1(a)
(ii)(A) or (B) of this Agreement so long as the Administrator has acted pursuant
to the instructions of the Owner Trustee or the Owners in accordance with
Subsection 1(c) of this Agreement; and
(C) Pay the Owner Trustee fees and expenses as are
set forth in section 10.01 of the Trust Agreement.
(b) ADDITIONAL DUTIES.
(i) In addition to the duties of the Administrator set forth
above, the Administrator shall perform, or cause to be performed, its duties and
obligations and the duties and obligations of the Owner Trustee on behalf of the
Issuer under the Indenture and the Trust Agreement including, without
limitation, those duties and obligations set forth on SCHEDULE A hereto. In
furtherance thereof, the Issuer shall execute and deliver to the Administrator
and to each successor Administrator appointed pursuant to the terms hereof, one
or more powers of attorney substantially in the form of EXHIBIT A hereto,
appointing the Administrator the attorney-in-fact of the Issuer for the purpose
of executing on behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions. Subject to Section 4 of this Agreement,
and in accordance with the directions of the Issuer and the Owner Trustee, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Trust Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Issuer, the Indenture Trustee or the Owner Trustee
and are reasonably within the capability of the Administrator. The Administrator
agrees to perform such obligations and deliver such notices as are specified as
to be performed or delivered by the Administrator under the Indenture and the
Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its affiliates; PROVIDED, HOWEVER, that the terms
of any such transactions or dealings shall be in accordance with any directions
received from the Issuer, the Indenture Trustee or the Owner Trustee, and shall
be, in the Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
(iii) In carrying out any of its obligations under this
Agreement, the Administrator may act either directly or through agents,
attorneys, accountants, independent contractors and auditors and enter into
agreements with any of them.
(iv) In carrying out its duties under this Agreement with
respect to delinquent or defaulted Student Loans, the Administrator may retain
and employ agents to collect on such Student Loans and to commence any actions
or proceedings the agents deem necessary in connection with such collection
efforts on such Student Loans.
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(v) The Administrator shall cause a nationally recognized
independent public accounting firm to conduct an annual audit of the Financed
Student Loans owned by the Issuer in accordance with procedures acceptable to
the Rating Agencies and shall provide the Rating Agencies with a copy of the
audit report.
(c) NON-MINISTERIAL MATTERS.
(i) With respect to matters that in the reasonable judgment of
the Administrator are non-ministerial, the Administrator shall not be under any
obligation to take any action, and in any event shall not take any action,
unless the Administrator shall have received instructions from the Indenture
Trustee, in accordance with the Indenture, or from the Owner Trustee or the
Owners, in accordance with the Trust Agreement. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without limitation:
(A) The amendment of or any supplement to the Trust
Related Agreements;
(B) The initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit brought by or against
the Issuer, except for claims or lawsuits initiated in the ordinary course of
business by the Issuer or its agents or nominees for the collection of the
Student Loans owned by the Issuer;
(C) The appointment of successor administrators and
successor indenture trustees pursuant to the Indenture, or the consent to the
assignment by the Administrator or Indenture Trustee of its obligations under
the Indenture; and
(D) The removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not (A) make
any payments to the Noteholders under the Trust Related Agreements, (B) sell the
Collateral pursuant to the Indenture or (C) take any action that the Issuer
directs the Administrator not to take on its behalf.
(d) ACTIONS ON BEHALF OF THE OWNERS. Pursuant to Section 4.05 of the
Trust Agreement, each Owner has appointed the Administrator as its true and
lawful attorney-in-fact with respect to certain matters described in such
Section 4.05.
2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the
Indenture Trustee, the Noteholders and the Owners at any time during normal
business hours.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to:
(a) A fee (the "ADMINISTRATION FEE") payable on each Quarterly
Distribution Date at a rate equal to 1/4 of ________% of the aggregate
outstanding principal balance of the Financed
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Student Loans owned by the Issuer as of the related Determination Date for the
prior Quarterly Distribution Date (and in the case of the payment of the
Administration Fee on the first Quarterly Distribution Date as of the Cutoff
Date);
(b) Reimbursement for the following expenses, which expenses shall not
exceed $____________ in the aggregate per annum:
(i) Annual audits of PHEAA;
(ii) Payments to PHEAA for borrower privacy policy notices as
required by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; and
(iii) Any other expenses of the Issuer.
The payment of the foregoing fees and expenses shall be solely an obligation of
the Issuer.
4. ADDITIONAL INFORMATION TO BE FURNISHED. The Administrator shall
furnish to the Issuer and the Noteholders from time to time such additional
information regarding the Collateral as the Issuer and the Noteholders shall
reasonably request.
5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall
have no authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement (i) shall
constitute the Administrator and any of the Issuer, the Owner Trustee or any
Owner as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
7. OTHER ACTIVITIES OF THE ADMINISTRATOR. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in its
or their sole discretion, from acting in a similar capacity as an administrator
for any other person or entity even though such person or entity may engage in
business activities similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e) of this Agreement, the Administrator may
resign its duties hereunder by providing the Issuer, the Noteholders and the
Indenture Trustee with at least 60 days' prior written notice.
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(c) Subject to Section 8(e) of this Agreement, the Issuer, may remove
the Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 8(e) of this Agreement, at the option of the
Issuer the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:
(i) The Administrator shall default in the performance of any
of its duties under this Agreement and, after notice of such default, shall not
cure such default within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Issuer);
(ii) A court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have been vacated
within 60 days, in respect of the Administrator in any involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Administrator or any substantial part
of its property or order the winding-up or liquidation of its affairs; or
(iii) The Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors or
shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur, it shall give
written notice thereof to the Owner Trustee, the Noteholders and the Indenture
Trustee within two Business Days after the happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer (with the consent of the Owner Trustee pursuant to
Section 12 of this Agreement) and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after each Rating Agency, after having been given 10 days' prior notice of
such proposed appointment, shall have declared in writing that such appointment
will not result in a reduction or withdrawal of the then current rating of the
Notes.
(g) Concurrently with the execution of this Agreement, the parties
hereto shall enter into a Back-up Note Administration Agreement (the "BACK-UP
AGREEMENT') pursuant to which the Indenture Trustee will perform certain duties
of the Administrator in accordance with this Agreement in the event that the
Administrator is terminated under this Section 8.
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9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) of this
Agreement or the resignation or removal of the Administrator pursuant to Section
8(b) or (c) of this Agreement, respectively, the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8(a) of this Agreement deliver to the Issuer all
property and documents of or relating to the Collateral then in the custody of
the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 8(b) or (c) of this Agreement, respectively,
the Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.
10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) If to the Issuer, to:
The National Collegiate Student Loan
Trust 20____-_____
______________________, as Owner Trustee
______________________
______________________
______________________
Attention:_______________________
(b) If to the Administrator, to:
First Marblehead Data Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:____________________
(c) If to the Indenture Trustee, to:
U.S. Bank National Association
Corporate Trust Services-SFS
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(d) If to the Owner Trustee, to:
___________________, as Owner Trustee
____________________
____________________
____________________
Attention:___________________
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or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.
11. AMENDMENTS.
(a) This Agreement may be amended from time to time by the parties
hereto as specified in this Section, provided that any amendment be accompanied
by the written consent of the Owner Trustee and Noteholders, and an Opinion of
Counsel to the Indenture Trustee and the Owner Trustee to the effect that such
amendment complies with the provisions of this Section.
(b) If the purpose of the amendment (as detailed therein) is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered (i.e., to give effect to the intent of the parties and, if
applicable, to the expectations of the Noteholders), it shall not be necessary
to obtain the consent of the Noteholders, but the Indenture Trustee shall be
furnished with a letter from each Rating Agency that the amendment will not
result in the downgrading or withdrawal of the rating then assigned to any Note.
(c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Note is outstanding (i.e. technical
in nature), it shall not be necessary to obtain the consent of any Noteholder,
but the Indenture Trustee, the Owner Trustee and the Administrative Agent shall
be furnished with an Opinion of Counsel from counsel to the Issuer that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not materially adverse to the Control Party.
(d) If the purpose of the amendment is to add or eliminate or change
any provision of the Agreement other than as contemplated in (b) and (c) above,
the amendment shall require the consent of each Rating Agency and the
Noteholders; PROVIDED, HOWEVER, that no such amendment shall reduce in any
manner the amount of, or delay the timing of, payments received that are
required to be distributed on the Notes without the consent of the Noteholders.
(e) It shall not be necessary for the consent of a Rating Agency to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof.
(f) This Section 11 shall not apply to the execution of the Back-up
Agreement by the parties hereto.
12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer, the Owner Trustee, the Noteholders and the Indenture Trustee and
unless each Rating Agency, after having been given 10 days' prior notice of such
assignment, shall have declared in writing that such assignment will not result
in a reduction or withdrawal of the then current rating of the Notes. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator, but without the consent of the Issuer or the Owner
Trustee, to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator;
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PROVIDED that such successor organization executes and delivers to the Issuer,
the Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of
the assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any such permitted
successors or assigns of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New, without giving effect to
conflicts of laws provisions thereof (other than Section 5-1401 of the New York
General Obligations Law).
14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
16. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
17. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding anything
contained herein to the contrary, this instrument has been executed by
__________________, not in its individual capacity but solely in its capacity as
Owner Trustee of the Issuer, and in no event shall __________________ in its
individual capacity or any beneficial owner of the Issuer have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VIII, IX and X of the Trust Agreement.
18. THIRD PARTY BENEFICIARY. The Parties hereto acknowledge that the
Noteholders are an express third party beneficiary hereof entitled to enforce
its rights hereunder as if actually a party hereto.
19. NO PETITION. The parties hereto will not at any time institute
against the Issuer any bankruptcy proceeding under any United States federal or
state bankruptcy or similar law in connection with any obligations of the Issuer
under any Transaction Document as defined in the Indenture.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 20______-______
By: ________________________,
not in its individual
capacity but solely as Owner
Trustee
By:_________________________
Name:
Title:
_____________________________, not
in its individual capacity but
solely as Owner Trustee
By:_________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as
Indenture Trustee
By:_________________________________
Name:
Title:
FIRST MARBLEHEAD DATA SERVICES, INC.
By:_________________________________
Name:
Title:
EXHIBIT A
POWER OF ATTORNEY
STATE OF DELAWARE )
)
COUNTY OF NEW CASTLE )
KNOW ALL MEN BY THESE PRESENTS, that The National Collegiate Student
Loan Trust 20____-____ (the "Issuer"), does hereby make, constitute and appoint
First Marblehead Data Services, Inc., as administrator under the Administration
Agreement dated as of ____________, 20____ (the "ADMINISTRATION AGREEMENT"),
among the Issuer, __________________, as Owner Trustee, U.S. Bank National
Association, as Indenture Trustee, and First Marblehead Data Services, Inc., as
Administrator, as the same may be amended from time to time, and its agents and
attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Issuer to prepare, file or deliver pursuant to the Trust
Related Agreements, including, without limitation, to appear for and represent
the Issuer in connection with the preparation, filing and audit of federal,
state and local tax returns pertaining to the Issuer, and with full power to
perform any and all acts associated with such returns and audits that the Issuer
could perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restrictions on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by
the Issuer are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Administration Agreement.
EXECUTED as of this _____ day of _________, 20____.
THE NATIONAL COLLEGIATE STUDENT
LOAN TRUST 20____-___
By: _____________________, not in
its individual capacity but
solely as Owner Trustee
By:___________________________
Name:
Title:
SCHEDULE A
DUTIES OF THE ISSUER
PERFORMED BY THE ADMINISTRATOR UNDER THE TRUST AGREEMENT
(A) Filing tax returns, reports and forms under Section 8.04.
(B) Furnishing documents to the Owners under Section 9.02.
(C) Filing a Certificate of Termination of the Trust upon termination pursuant
to Section 11.01.
(D) Appointing separate trustees under Section 12.02.
(E) Obtaining execution by the Owners of any amendment to the Trust Agreement
thereunder.
DUTIES OF THE ADMINISTRATOR UNDER THE TRUST AGREEMENT
Interpreting and applying the provisions set forth in Articles V, VI,
VII and XI regarding application of funds, allocations of Profit and Loss and
Distributions of Net Cash Flow, to resolve any ambiguities that may result from
such application and to provide the Owner Trustee and the Owners with
clarification of any provision as may be necessary or appropriate.
DUTIES OF THE ADMINISTRATOR UNDER THE INDENTURE
Providing the statements to Noteholders required under Section 8.09.
