Exhibit 10.12


EXECUTION COPY


March 9, 2006


U.S. Bank National Association


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 2006-1 Back-up Administration Agreement
 



Ladies and Gentlemen:


In connection with the issuance by The National Collegiate Student Loan Trust 2006-1 (the “Trust”) of student loan asset backed notes on March 9, 2006 pursuant to the Indenture dated as of March 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 March 9, 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.


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, U.S. Bank shall assume the duties required to be performed by FMDS as Administrator under the Administration Agreement; provided that U.S. Bank shall not under any circumstances be responsible for any representations and warranties or for any payment, guarantee and indemnity obligations of FMDS as the Administrator, in each case, under the Administration Agreement, any other Trust Related Agreements or for any liability incurred by FMDS as the Administrator prior to the date of the assumption by U.S. Bank of the obligations of the Administrator under the
Administration Agreement.  Notwithstanding the foregoing, with the consent of the Owner Trustee, U.S. Bank, if it is unwilling or unable to so act, may designate a successor Administrator to be appointed pursuant to the provisions of Section 8 of the Administration Agreement, subject to the satisfaction of the conditions set forth in Section 8(e) and (f).  As compensation for the 


 








performance of U.S. Bank’s obligations under this Back-up Agreement, U.S. Bank shall be entitled to (i) $10,000 payable by the Trust on the date of execution of this Back-up Agreement and (ii) a monthly fee of $1,000 payable by the Trust on each Distribution Date pursuant to section 8.02(d)(1) of the Indenture until such time as U.S. Bank begins performing FMDS’ duties as Administrator under the Administration Agreement.  In the event that FMDS resigns or is removed as Administrator and U.S. Bank begins performing FMDS’ duties as Administrator under the Administration Agreement, U.S. Bank shall be compensated as the Administrator in accordance with the Administration Agreement.


U.S. Bank will be subject to all of the terms and conditions of the Administration Agreement in so far as such terms and conditions apply to U.S. Bank’s duties as set forth above.  In the performance or non-performance of its duties contemplated by this Back-up Agreement, U.S. Bank 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 U.S. Bank be responsible for the obligations of the Administrator or be responsible for any actions, omissions or malfeasance of the Administrator under the Administration Agreement, and the Trust Related Agreements prior to the assumption by U.S. Bank of the obligations of the Administrator under the Administration Agreement.


In order to facilitate the performance of U.S. Bank’s duties under this Back-up Agreement, FMDS will make all files, systems and employees available to U.S. Bank.  Without limiting the generality of the foregoing, FMDS agrees to cooperate with U.S. Bank (or its designee) to facilitate the orderly transfer of its duties under the Administration Agreement, including without limitation, notifying the Servicers, the Custodians, their collection agents and other appropriate parties of the transfer of the administrator function and providing (or causing the Servicers to provide) U.S. Bank with all documents and records in electronic or other form reasonably requested by U.S. Bank to enable U.S. Bank or its designee to assume the Administrator’s functions under the Administration Agreement and the Trust Related Agreements (including without limitation such information relating to Defaulted Student
Loans) and shall transfer (and cause any collection agent to transfer) to the Indenture Trustee for deposit into the TERI Pledge Fund for the benefit of the Trust all monies received by it with respect to the Defaulted Student Loans.  Subject to the foregoing, U.S. Bank will be required to begin performing its duties under this Back-up Agreement within 30 days of receiving notice of FMDS’ resignation or removal as Administrator under the Administration Agreement (or, if later, the effective date of the resignation or removal).  Out of pocket expenses incurred by U.S. Bank in connection with the transition of services hereunder shall be borne by FMDS.  To the extent that such expenses are not paid by FMDS, such expenses shall be paid by the Trust pursuant to the Indenture.


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.


 








 



Please evidence your agreement with the terms set forth herein by signing this letter below.


Sincerely,


THE NATIONAL COLLEGIATE STUDENT LOAN


TRUST 2006-1



	
             
 	
            By:
 	
            WILMINGTON TRUST COMPANY,
 



  not in its individual capacity but


  solely as Owner Trustee


By:  /s/Michele C. Harra



	
             
 	
            Name: Michele C. Harra
 	
             

	
             
 	
            Title:  
 	
            Financial Services Officer
 
				



FIRST MARBLEHEAD DATA SERVICES, INC.


By:  /s/Rosalyn Bonaventure


Name: Rosalyn Bonaventure



	
             
 	
            Title:  
 	
            President
 



THE NATIONAL COLLEGIATE FUNDING LLC


By: GATE Holdings, Inc., Member


By:       /s/Donald R. Peck


Name:  Donald R. Peck



	
             
 	
            Title:  
 	
            Treasurer
 



 


 








 



ACCEPTED AND AGREED:


WILMINGTON TRUST COMPANY,


not in its individual capacity but solely as


Owner Trustee


By:  /s/Michele C. Harra



	
             
 	
            Name: Michele C. Harra
 	
             

	
             
 	
            Title:  
 	
            Financial Services Officer
 
				



U.S. BANK NATIONAL ASSOCIATION


By:  /s/Vaneta I. Bernard


Name: Vaneta I. Bernard



	
             
 	
            Title:  
 	
            Vice President