EXHIBIT 10.10
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT dated as of October 12, 2005 (as amended from time
to time, the "Agreement"), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST
2005-3, a Delaware statutory trust (the "Issuer"), DELAWARE TRUST COMPANY,
NATIONAL ASSOCIATION, 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, both in its capacity as trustee
under the Indenture (hereinafter defined) (the "Indenture Trustee") and as
grantor trustee under the Grantor Trust Agreement (hereinafter defined) (the
"Grantor 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 October 1, 2005 (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 October 12, 2005 (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").
WHEREAS, NCF GRANTOR TRUST 2005-3, a New York grantor trust (the "Grantor
Trust") is issuing its grantor trust certificates (the "Certificates") pursuant
to the Grantor Trust Agreement dated as of October 12, 2005 (the "Grantor Trust
Agreement") between the Grantor Trustee and the Depositor. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to such
terms in the Trust Agreement, the Grantor Trust Agreement or the Indenture (the
Trust Agreement, the Grantor 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, the
Depositor and the Grantor 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, (c) the Trust Certificates, (d)
the Grantor Trust Agreement and (e) the Certificates;
WHEREAS, the Issuer, the Owner Trustee, the Depositor and the Grantor Trustee
desire to have the Administrator perform certain of the duties of the Issuer and
the Grantor Trust 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 by the Grantor Trustee on behalf of the Grantor Trust
(collectively, the "Grantor Trust Related Agreements") and to provide such
additional services consistent with the terms of this Agreement, the Trust
Related Agreements and the Grantor Trust Related Agreements as the Issuer, the
Owner Trustee, the Depositor and the Grantor 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, the Owner
Trustee, the Depositor and the Grantor Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained