Exhibit 10.8
------------
_______________, 20____
[BACK-UP ADMINISTRATOR]
[ADDRESS]
U.S. Bank National Association
Corporate Trust Services-SFS
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[OWNER TRUSTEE]
[ADDRESS]
Re: THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 20_____-_____
BACK-UP NOTE ADMINISTRATION AGREEMENT
Ladies and Gentlemen:
In connection with the issuance by The National Collegiate Student Loan
Trust 20____-____ (the "TRUST") of student loan asset backed notes on
____________, 20____ pursuant to the Indenture dated as of _____________,
20_____ (the "INDENTURE") between the Trust and U.S. Bank National Association,
this letter serves as the Back-up Note Administration Agreement (the "BACK-UP
AGREEMENT") and amends and supplements the Administration Agreement dated as of
______________, 20____ (the "ADMINISTRATION AGREEMENT") among the Trust,
____________________, U.S. Bank National Association 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, __________________ shall perform only such duties as
required to be performed by FMDS as Administrator under Sections 8.02(d)-(i) and
8.09 of the Indenture; provided further, that prior to the termination of FMDS
as Administrator pursuant to Section 8 of the Administration Agreement, FMDS
shall either (a) appoint a successor administrator to perform those duties of
the Administrator under the Administration Agreement not required to be
performed by _________________ hereunder or (b) satisfy the Rating Agency
Condition expressly permitting FMDS to continue to perform those duties. Such
successor administrator shall be entitled to a fee as negotiated with FMDS at
the time of such appointment. Such negotiated fee shall be payable by FMDS.
_________________ will be subject to all of the terms and conditions of
the Administration Agreement in so far as such terms and conditions apply to
_________________'s duties as set forth above. In the performance or
non-performance of its duties contemplated by this Back-up Agreement,
_________________ 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 _________________ be responsible for
the obligations of the Administrator or be responsible for any actions,
omissions or malfeasance of the Administrator under the Administration
Agreement, Indenture, or Trust Agreement except for such duties as are expressly
described above.
In order to facilitate the performance of _________________'s duties
under this Back-up Agreement, FMDS will make all files, systems and employees
available to _________________. Subject to the foregoing, _________________ will
be required to begin performing its duties under this Back-up Agreement within
90 days of receiving notice of FMDS' resignation or removal as Administrator
under the Administration Agreement. Out of pocket expenses incurred by
_________________ in connection with the transition of services hereunder shall
be borne by the Trust. Sections 2-19 of the Administration Agreement will remain
in full force and effect.
As consideration for _________________ entering into this Back-up
Agreement, upon the resignation or removal of the Administrator, and
notwithstanding the appointment of a successor administrator, U.S. Bank shall be
paid the Administration Fee pursuant to Section 3(a) of the Administration
Agreement.
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.
2
Please evidence your agreement with the terms set forth herein by
signing this letter below.
Sincerely,
THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 20_____-_____
By: ________________, not in its
individual capacity but
solely as Owner Trustee
By:_________________________
Name:
Title:
FIRST MARBLEHEAD DATA SERVICES, INC.
By:_________________________________
Name:
Title:
ACCEPTED AND AGREED:
___________________, not in its individual capacity but
solely as Owner Trustee
By:____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:____________________________________
Name:
Title:
[BACK-UP ADMINISTRATOR]
By:____________________________________
Name:
Title: