Fitch Affirms National Collegiate Trust 1997 S-2; Assigns Stable Outlook.

NEW YORK -- Fitch Ratings has affirmed the outstanding rating on the notes issued by National Collegiate Trust (NCT) 1997 S-2. The Rating Outlook is Stable.

Fitch's Global Structured Finance Rating Criteria was used to review the rating of the notes and the affirmation follows a review of the collateral performance that involved the calculation of a loss multiple based on the most recent variables. The affirmation reflects a loss multiple that supports the relevant rating category for the outstanding notes. Despite Fitch's negative view of the private student loan sector in general, a Stable Outlook is assigned because of a sufficiently high loss multiple that is expected to provide rating stability in the next two years.

As of the end of the September 2009 collection period, the cumulative default level is approximately 29.01% of the original total pool loan balance, which is higher than what was expected. However the trust estate has experienced positive excess spread, and total parity has increased since deal closing (December 1997) and is currently 147%, leading to a sufficiently high multiple. The student loan portfolio is seasoned over ten years, and the remaining losses are expected to be relatively small for the remainder of the transaction.

A projected net loss amount based on the latest performance data was compared to available credit enhancement to determine the loss multiple. Fitch used historical vintage loss data provided by First Marblehead Inc. to form a loss timing curve representative of the series 1997 S-2 collateral pool. After giving credit for seasoning of loans in repayment, Fitch applied the trust's current cumulative gross loss level to this loss timing curve to derive the expected gross losses over the projected remaining life. No recovery rate was applied, which was also assumed during the transaction's initial review.

Credit enhancement consists of excess spread, a reserve fund and funds held in the collateral proceeds account for the notes. Fitch assumed excess spread to be the lesser of the average historical excess spread (earning on the assets minus interest payments to bondholders and fees) and the most recent 12-month average excess spread, and applied that same rate over the stressed projection of remaining life.

The collateral supporting the National Collegiate Trust 1997 S-2 notes consist entirely of private credit student loans originated under First Marblehead Corp.'s Guaranteed Access to Education (GATE) program. The program was created to assist individuals in financing their undergraduate or graduate education beyond what the Federal Family Education Loan Program (FFELP) affords. These private student loans are intended to be used to pay educational costs at the participating institutions. The loans are serviced by Pennsylvania Higher Education Assistance Authority (PHEAA), which Fitch does not rate.

Fitch affirms the following rating and assigns an Outlook to the following class of notes for National Collegiate Trust:

--Series 1997 S-2 notes 'AAA'; Outlook Stable.

The following applicable criteria report is available on Fitch's web site at 'www.fitchratings.com': 'Global Structured Finance Rating Criteria' dated Sept. 30, 2009.

Additional information is available at 'www.fitchratings.com'.

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