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LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

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USE OF PROCEEDS<br />

On the closing date specified in the applicable prospectus supplement, the owner trustee<br />

will purchase the trust student loans from us and make an initial deposit into the reserve account<br />

and the pre-funding account, if any, with the net proceeds of sale of the notes. The owner trustee<br />

may also apply the net proceeds for other purposes to the extent described in the related<br />

prospectus supplement. We will use the money we receive for general corporate purposes,<br />

including purchasing the student loans and acquiring any credit or cash flow enhancement<br />

specified in the related prospectus supplement.<br />

The Depositor<br />

THE DEPOSITOR, THE FIRST MARBLEHEAD CORPORATION, THE<br />

ADMINISTRATOR, THE SERVICERS AND THE CUSTODIANS<br />

The National Collegiate Funding LLC is a wholly-owned subsidiary of The First<br />

Marblehead Corporation. We were formed in Delaware on March 13, 2003 as a limited liability<br />

company with a single member. We have only limited purposes, which include purchasing<br />

student loans from various sellers, transferring the student loans to the trusts and other incidental<br />

and related activities. Our principal executive offices are at 800 Boylston Street, 34 th Floor,<br />

Boston, Massachusetts 02199-8157, and our telephone number is (800) 895-4283.<br />

We have taken steps intended to prevent any application for relief by The First<br />

Marblehead Corporation under any insolvency law from resulting in consolidation of our assets<br />

and liabilities with those of The First Marblehead Corporation. We cannot, without the<br />

affirmative vote of 100% of our board of managers, including the affirmative vote of each<br />

independent manager, do any of the following:<br />

<br />

<br />

<br />

<br />

<br />

Engage in any business or activity other than our limited purposes (described<br />

above);<br />

Incur any indebtedness other than in certain limited circumstances;<br />

Dissolve or liquidate, in whole or in part;<br />

Consolidate with or merge into any other entity or convey or transfer our<br />

properties and assets substantially as an entirety to any entity; or<br />

Institute proceedings to be adjudicated bankrupt or insolvent, or consent to the<br />

institution of bankruptcy or insolvency proceedings against us, or file a petition<br />

seeking or consenting to, reorganization or relief under any applicable federal or<br />

state law relating to bankruptcy, or consent to the appointment of a receiver,<br />

liquidator, assignee, trustee, sequestor of the sellers or a substantial property, or<br />

make any assignment for the benefit of creditors, or admit in writing our inability<br />

to pay our debts generally as they become due, or take any action in furtherance<br />

of any of the above.<br />

7

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