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Rating Action:

Moody's downgrades First Marblehead student loan notes

11 Mar 2009

Approximately $7.1 billion of asset-backed securities affected

New York, March 11, 2009 -- Moody's Investors Service downgraded the ratings on 67 classes of notes in 12 First Marblehead student loan securitizations backed by private student loans. The actions are prompted by worse than expected collateral performance.

The ratings of the notes were placed under review for possible downgrade on April 8th, 2008 due to uncertainties raised by the lack of an executed back-up arrangement for collections on loans over 60 days delinquent. Pennsylvania Higher Education Assistance Agency (PHEAA), the primary servicer of all the trusts, is responsible for performing collection functions on loans up to 60 days delinquent. First Marblehead Education Resources (FMER), a subsidiary of FMC, organizes collection activities on loans that are over 60 days past due. Following the April 8th, 2008 bankruptcy filing of The Education Resources Institute (TERI), the guarantor of the underlying private student loans, FMC, a non-rated entity, has voluntarily covered the costs associated with the collection activities.

Prior to the issuance of this press release, First Marblehead Corporation (FMC) has set in place a Special Servicing Agreement (Agreement) which details the duties of the Special Servicer and establishes an agreement with U.S. Bank as the Back-up Special Servicer with respect to pre- and post-default collection activities. Upon the execution of the Agreement, going forward, each trust will pay for the expenses associated with pre- and post-default collections.

Moody's rating actions to date are primarily the result of worse than expected collateral performance, as indicated by the increase in defaults, particularly for the direct-to-consumer (DTC) loans in the portfolio. The more seasoned trusts have experienced higher than expected gross defaults, while the pool factor is still in the 70-80% range adjusted for capitalized interest. The more recent trusts, on the other hand, have incurred less cumulative defaults to date. However, 50% to 80% (depending on the pool) of the loans are still "in school" status. Moody's has revised the projected cumulative net loss as a percentage of the original pool balance from 15-17% to 21-27%.

The new ratings were based on the comparison between the required credit enhancement and the available credit enhancement for each class of notes, including overcollateralization, reserve fund, TERI pledge fund, subordination and excess spread. The required credit enhancement was determined based on Moody's revised expected pool loss and the assumed loss volatility. Other qualitative factors such as structural features were also reflected in the new ratings. Significant structural features include note interest triggers, floor level to the reserve fund and the change of cash flow allocations among the senior classes under the occurrence of certain events.

Other methodologies and factors that may have been considered in the process of rating this issue can also be found at www.moodys.com in the Credit Policy & Methodologies directory.

The complete rating actions are as follows:

National Collegiate Student Loan Trust 2003-1 (The)

Cl. A-5, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-6, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-7, Downgraded to A1; previously on 10/30/2008 Downgraded to Aa3 and Remained on Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B1 and Remained on Review for Possible Downgrade

Cl. B-2, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B1 and Remained on Review for Possible Downgrade

Cl. IO, Downgraded to A1; previously on 10/30/2008 Downgraded to Aa3 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2004-1

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to A2; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. A-IO-1, Downgraded to A2; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. A-IO-2, Downgraded to A2; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. B-1, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B3 and Remained on Review for Possible Downgrade

Cl. B-2, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B3 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2004-2

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba3; previously on 10/30/2008 Downgraded to A2 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B1 and Remained on Review for Possible Downgrade

NCF Grantor Trust 2004-2

Cl. A-5-1, Downgraded to A2; previously on 10/30/2008 Downgraded to Aa3 and Remained on Review for Possible Downgrade

Cl. A-IO, Downgraded to A2; previously on 10/30/2008 Downgraded to Aa3 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2005-1

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B3 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2005-2

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Aa3; previously on 10/30/2008 Downgraded to Aa2 and Remained on Review for Possible Downgrade

Cl. A-5, Downgraded to Baa1; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. A-5-2, Downgraded to Baa1; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. A-IO, Downgraded to Baa1; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. B, Downgraded to B1; previously on 10/30/2008 Downgraded to Baa2 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B2 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2005-3

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Aa3; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba3; previously on 10/30/2008 Downgraded to Ba2 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B2 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2006-1

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba3; previously on 10/30/2008 Downgraded to Ba2 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B2 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2006-2

Cl. A-1, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to A3; previously on 10/30/2008 Downgraded to A2 and Remained on Review for Possible Downgrade

Cl. A-IO, Downgraded to A3; previously on 10/30/2008 Downgraded to A2 and Remained on Review for Possible Downgrade

Cl. B, Downgraded to Ba3; previously on 10/30/2008 Downgraded to Baa1 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B1 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2006-3

Cl. A-1, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

National Collegiate Student Loan Trust 2006-4

Cl. A-1, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-4, Downgraded to A2; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

Cl. B, Downgraded to Ba2; previously on 10/30/2008 Downgraded to A3 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to B1; previously on 10/30/2008 Downgraded to Ba2 and Remained on Review for Possible Downgrade

Cl. D, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B2 and Remained on Review for Possible Downgrade

Cl.A-IO, Downgraded to A2; previously on 10/30/2008 Downgraded to A1 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2007-1

Cl. A-1, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Ba1; previously on 10/30/2008 Downgraded to Baa2 and Remained on Review for Possible Downgrade

Cl. C, Downgraded to B2; previously on 10/30/2008 Downgraded to B1 and Remained on Review for Possible Downgrade

Cl. D, Downgraded to Caa3; previously on 10/30/2008 Downgraded to B3 and Remained on Review for Possible Downgrade

National Collegiate Student Loan Trust 2007-2

Cl. A-1, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-2, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. A-3, Downgraded to Aa1; previously on 4/8/2008 Aaa Placed Under Review for Possible Downgrade

Cl. B, Downgraded to Baa2; previously on 10/30/2008 Downgraded to Baa1 and Remained on Review for Possible Downgrade

Please see www.moodys.com for more information.

New York
John Park
Managing Director
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

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

Moody's downgrades First Marblehead student loan notes
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