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Rating Action:

Moody's downgrades 97 tranches in 15 National Collegiate student loan deals

30 Sep 2010

Approximately $9.3 billion of asset-backed securities affected

New York, September 30, 2010 -- Moody's Investors Service downgraded 97 classes of notes in 15 National Collegiate student loan securitizations backed by private (i.e. not government guaranteed) student loans. The ratings of the notes remain under review for further possible downgrade. First Marblehead Data Services, Inc. (FMDS) and First Marblehead Education Resources, Inc., (FMER) subsidiaries of First Marblehead Corporation (FMC), are the administrator and the special servicer of the transactions, respectively.

RATINGS RATIONALE

The downgrades were prompted by a significant deterioration in collateral performance and the resulting erosion of parity levels (i.e. the ratio of total assets to total liabilities) for all transactions, as well as an upward restatement of the static pool default information provided by FMC. Performance deterioration and data restatement both contributed to Moody's increase of expected net losses to a range of 24%-36% of the original pool balance plus any prefunded amounts from a range of 15%-24% as of March 2009.

As of the August 2010 distribution date, the more seasoned transactions (i.e., those closed in 2004 or earlier), had experienced cumulative gross defaults in excess of 18% of the original pool balance. Although the more recent transactions (i.e., those closed in 2005 or later) have incurred lower cumulative defaults to date, 17% to 45% of the pool balances in these transactions have not entered repayment status, as the borrowers are still in school. Those borrowers who will enter repayment status in the next 2-3 years are likely to face weak employment perspectives, which is likely to result in a continued trend of high delinquencies and defaults.

High defaults have been eroding the collateral base and caused steady declines in parity levels in all 15 securitizations. Between July 2009 and July 2010 the total parity, including the TERI pledge fund, has decreased from a range of 92%-99% to a range of 86%-95%. The decreases in the parity levels are eroding excess spread needed to absorb losses and build up parity. The loss of excess spread, in turn, is expected to result in further declines in parity level.

Delinquent loan balances remain high in all transactions. Although 30-day past due loans as a percent of loans in active repayment have declined from the 2009 peak levels of 8% to 20%, they remain elevated, ranging from 5% to 14%. The delinquency pipeline is expected to contribute to additional defaults in the future.

FMC provides static pool cumulative default information by repayment year and loan type on a quarterly basis. In May 2010, this information was restated by FMC to reflect higher defaults, which also contributed to our upward revisions of expected losses on the underlying collateral. For example, in the restated data, the cumulative defaults for December 2009 as a percentage of the total origination balance of all repayment vintages have increased by approximately 35% for DTC loans and by approximately 70% for the school channel loans. The ratings of the notes will remain under review for further possible downgrade until the conclusion of a third-party audit of this supplemental performance information.

Available credit enhancement includes overcollateralization, reserve funds, the TERI pledge fund, subordination, and excess spread. Significant structural features include subordinate note interest triggers, reserve fund floors, and the change in cash flow allocations among the senior classes under the occurrence of certain events . In particular, senior notes from most trusts (other than the Master Trust, 2003-1, 2004-1, 2007-3 and 2007-4) benefit from the subordinate note interest trigger event, which redirects interest payments on the subordinate notes to principal payments on the senior notes. As of the August 25, 2010 distribution date, the Class C interest trigger was in effect for the 2005-1 and 2005-2 transactions.

Notes issued by the Master Trust, 2007-3 and 2007-4 also benefit from financial guarantee insurance policies provided by Ambac Assurance Corporation. Therefore, the ratings of the notes reflect the higher of the guarantor's financial strength rating and the underlying rating (i.e., absent consideration of the guaranty) on the security.

The principal methodology used in National Collegiate Student Loan Trust rating actions was "Moody's Approach to Rating U.S. Private Student Loan-Backed Securities", published on January 6th, 2010 and is available at www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issue can also be found in the Rating Methodologies sub-directory on Moody's website. In addition, Moody's publishes a weekly summary of structured finance credit, ratings and methodologies, available to all registered users of our website, at www.moodys.com/SFQuickCheck.

To assess rating implications of the higher expected losses, each individual transaction was run through a variety of stress scenarios using the Structured Finance Workstation® (SFW), a cash flow model developed by Moody's Wall Street Analytics.

Our expected lifetime net losses as a percentage of the original pool balance plus any loans added subsequently are approximately 23.9%, 28.6%, 26.3%, 31.2%, 25.8%, 31.2%, 28.6%, 29.2%, 35.9%, 30.7%, 36.2%, 33.4%, 34.4%, 33.9% and 33.8% respectively for the Master Trust, 2003-1, 2004-1, 2004-2, 2005-1, 2005-2, 2005-3, 2006-1, 2006-2, 2006-3, 2006-4, 2007-1, 2007-2, 2007-3 and 2007-4 trusts. For the trusts that do not benefit from any financial guarantee insurance policy, the ratings of the most junior Class A tranches could be upgraded in the future if the lifetime expected net losses are 10% lower, or downgraded if the lifetime expected net losses are 10% higher than the levels indicated above. The ratings of Class 2005AR-16 of the Master Trust and Class A-3-AR-7 of 2007-3 and 2007-4 will not be affected in the future if the lifetime expected net losses are 10% lower or 10% higher than the levels indicated above.

The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. From time to time, Moody's may, if warranted, change these expectations. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had anticipated when the related securities ratings were issued. Even so, a deviation from the expected range will not necessarily result in a rating action nor does performance within expectations preclude such actions. The decision to take (or not take) a rating action is dependent on an assessment of a range of factors including, but not exclusively, the performance metrics. Primary sources of uncertainty with regard to expected losses are the weak economic environment and the high unemployment rate, which adversely impacts the income-generating ability of the borrowers. Overall, Moody's central global scenario remains "Hook-shaped" for 2010 and 2011; we expect overall a sluggish recovery in most of the world largest economies, returning to trend growth rate with elevated fiscal deficits and persistent unemployment levels. The performance of DTC loans in particular is highly sensitive to these factors. In addition, the historical loss performance data available for these pools is relatively limited particularly for the most recent securitizations, as over 90% of the borrowers in the pools were still in school when the notes were issued. Primary sources of uncertainty with regard to the ratings of notes issued by the Master Trust, 2007-3 and 2007-4 are also linked to the future rating of Ambac Assurance Corporation.

Moody's Investors Service did not receive or take into account a third party due diligence report on the underlying assets or financial instruments related to the monitoring of this transaction in the past 6 months.

RATINGS

Complete actions are as follows:

Issuer: The National Collegiate Master Student Loan Trust I (2001 Indenture)

Ser. NCT-2002-AR9, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Jun 11, 2009 Confirmed at A3 (sf)

Ser. NCT-2002-AR-10, Downgraded to Ba2 (sf) and Placed Under Review for Possible Downgrade; previously on Jun 11, 2009 Confirmed at A3 (sf)

NCT-2003AR-11, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

NCT-2003AR-12, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

NCT-2003AR-13, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

NCT-2003AR-14, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

NCT-2005AR-15, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

NCT-2005AR-16, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2003-1 (The)

Cl. A-7, Downgraded to Caa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A1 (sf) Placed Under Review for Possible Downgrade

Cl. IO, Downgraded to Caa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A1 (sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2004-1

Cl. A-2, Downgraded to A3 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-3, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Caa3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO-2, Downgraded to Caa3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. B-1, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: The National Collegiate Student Loan Trust 2004-2

Cl. A-4, Downgraded to A1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-5-1, Downgraded to Baa2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO, Downgraded to Baa2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2005-1

Cl. A-4, Downgraded to A1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. A-5-1, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. A-5-2, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba2 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2005-2

Cl. A-4, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-5-2, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B1 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2005-3

Cl. A-4, Downgraded to A1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa3 (sf) Placed Under Review for Possible Downgrade

Cl. A-5-1, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-5-2, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO-1, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO-2, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa1 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2006-1

Cl. A-4, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2006-2

Cl. A-2, Downgraded to Aa3 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-3, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to B1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. A-IO, Downgraded to B1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba3 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2006-3

Cl. A-4, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. A-5, Downgraded to Baa2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. IO, Downgraded to Baa2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B1 (sf) Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2006-4

Cl. A-2, Downgraded to A1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-3, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl.A-IO, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba2 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Caa3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B1 (sf) Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2007-1

Cl. A-2, Downgraded to A1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-3, Downgraded to Baa3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa2 (sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to B1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl.A-IO, Downgraded to B1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A3 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba1 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Caa3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B2 (sf) Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2007-2

Cl. A-2, Downgraded to A1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 11, 2009 Downgraded to Aa1 (sf)

Cl. A-3, Downgraded to Baa1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Aa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl.A-IO, Downgraded to Ba1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 A2 (sf) Placed Under Review for Possible Downgrade

Cl. B, Downgraded to B1 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Baa2 (sf) Placed Under Review for Possible Downgrade

Cl. C, Downgraded to B2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 Ba2 (sf) Placed Under Review for Possible Downgrade

Cl. D, Downgraded to Ca (sf) and Remains On Review for Possible Downgrade; previously on Apr 7, 2010 B2 (sf) Placed Under Review for Possible Downgrade

Issuer: National Collegiate Student Loan Trust 2007-3

Cl. A-2-AR-4, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-1, Downgraded to Ba2 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-2, Downgraded to B1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-3, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-4, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 13, 2009 Downgraded to Ba3 (sf)

Cl. A-3-AR-5, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

Cl. A-3-AR-6, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-3-L, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

Cl-A-IO, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

Issuer: National Collegiate Student Loan Trust 2007-4

Cl. A-2-AR-4, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-1, Downgraded to Ba2 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-2, Downgraded to B1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-3, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 13, 2009 Downgraded to Baa3 (sf)

Cl. A-3-AR-4, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 13, 2009 Downgraded to Ba3 (sf)

Cl. A-3-AR-5, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

Cl. A-3-AR-6, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Apr 7, 2010 Caa1 (sf) Placed Under Review for Possible Downgrade

Cl. A-3-L, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

Cl. A-IO, Downgraded to Caa2 (sf) and Placed Under Review for Possible Upgrade; previously on Jul 29, 2009 Downgraded to B2 (sf)

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, confidential and proprietary Moody's Investors Service information and confidential and proprietary Moody's Analytics' information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of maintaining a credit rating.

MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

New York
JingJing Dang
Analyst
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Irina Faynzilberg
VP - Senior Credit Officer
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's Investors Service
250 Greenwich Street
New York, NY 10007
U.S.A.

Moody's downgrades 97 tranches in 15 National Collegiate student loan deals
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MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY250,000,000.

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