FIRST AMENDMENT TO THE AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT

Agreement and to continue to exercise their rights and fulfill their duties thereunder.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, and intending to be legally bound, the parties agree as follows:

1.                                        Definitions.   The following new definitions are hereby added to the Servicing Agreement to read as follows:

“1.52       “Administrative Agent” means Goldman Sachs Mortgage Company in its capacity as administrative agent under the Loan Agreement.

1.53         “Administrator” means First Marblehead Data Services, Inc. in its capacity as administrator of the SPV pursuant to that certain administration agreement dated as of March 4, 2008 by and among the SPV, the Collateral Agent and the Administrator.

1.54         “Collateral Agent” means  U.S. Bank National Association in its capacity as collateral agent under the Loan Agreement.

1.55         “Interim Sale” means a transaction in which the Originating Lenders will indirectly sell Pledged Student Loans the SPV periodically, but not more than eight times per calendar month.

1.56         “Lender” means Goldman Sachs Mortgage Company in its capacity as lender under the Loan Agreement.

1.57         “Loan Agreement” means that certain master loan agreement, dated as of March 4, 2008, among the SPV, as borrower, Goldman Sachs Mortgage Company, as Administrative Agent and Lender, and U.S. Bank National Association, as Collateral Agent.

1.58         “Pledged Student Loan” means a student loan originated by an Originating Lender which has been indirectly sold to the SPV and which is pledged to the Collateral Agent under a security agreement among the SPV, the Collateral Agent and the Administrative Agent; provided, however , that any student loans released pursuant to the Loan Agreement from the lien created pursuant to such security agreement shall not be deemed to be a Pledged Student Loan.

1.59         “SPV” means FMC Private Loan SPV Trust, a Delaware trust having an address at 800 Boylston Street, Boston, MA 02199, c/o First  Marblehead Data Services, Inc.”

2.                                        Appointment of the Custodian .  The following is added as a second paragraph of Section 4.04 of the Servicing Agreement:

“Subject to the terms and conditions hereof and of the Loan Agreement, the Servicer is hereby appointed, and the Servicer hereby accepts such appointment and agrees to act as custodian, bailee and collateral agent on behalf of the SPV and the Collateral Agent for the benefit of the Administrative Agent, as agent for the Lender, to maintain exclusive custody of the Original Credit Agreements pertaining to the Pledged Student Loans from time to time pledged under the Loan Agreement in order to perfect the ownership interest of the Borrower (as defined in the Loan Agreement) and the security interest of the Collateral Agent for the benefit of the Administrative Agent, as agent for the Lender, in the Pledged Student Loans and other items in the Student Loan files evidencing the Pledged Student Loans and any and all proceeds of the

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foregoing.  In performing its duties hereunder, the Servicer agrees to act with reasonable skill and attention, using that standard of skill and attention that the Servicer would exercise with respect to the files relating to all comparable loans or other receivables that it services or holds for itself or others under applicable industry custom.”

3.                                        Interim Sales To SPV .  A new Section 4.03(e) is hereby added to the Servicing Agreement as follows:

“Pursuant to the terms of this Agreement, as amended, one or more Originating Lenders may periodically make Interim Sales to SPV.  No examination of any loan documents by Servicer shall be required in connection with an Interim Sale.  Any Pledged Student Loan sold to SPV shall continue to be Serviced pursuant to the terms of this Agreement.”

4.                                        Collections . Section 4.13 of the Servicing Agreement is hereby amended by adding the following as the last sentence thereof:

“Notwithstanding the foregoing, for purposes of this Section 4.13, SPV shall be regarded as the Owner of a Pledged Student Loan following an Interim Sale of such Pledged Student Loan, until the Pledged Student Loan is sold in a Securitization Transaction.  FMC and/or Administrator may elect to have amounts on deposit transferred into any account established for FMC or SPV by Servicer, subject to the operational capabilities of Servicer.”

5.                                        Reporting . Section 4.16 is hereby amended by adding the following as the last sentence thereof:

“For purposes of this section, with respect to each Pledged Student Loan involved in an Interim Sale, the term ‘Owner’ means the SPV following an Interim Sale of a Pledged Student Loan, until the Pledged Student Loan is sold in a Securitization Transaction. In addition, Servicer shall provide Administrator with additional reporting as reasonably requested from time to time.  FMC and Administrator agree that Servicer may invoice such additional reporting as Ad Hoc Projects/Reporting charges pursuant to Section VI(4.) of the Fee Schedule.”

6.                                        Redesignation . Sections 13.02 and 13.03 of the Servicing Agreement are hereby redesignated as Sections 13.03 and 13.04 thereof respectively, but shall otherwise remain in full force and effect without amendment.

7.                                        SPV Provisions . A new Section 13.02 is hereby added to the Servicing Agreement to read as follows:

“ 13.02. Assignment to SPV . The parties contemplate that, prior to a sale of Pledged Student Loans in a Securitization Transaction pursuant to this Agreement, one or more Originating Lenders and SPV may periodically engage in an  Interim Sale. After each Interim Sale and except as otherwise set forth in this Agreement,  SPV shall be considered the Owner for purposes of this Agreement with respect to each Pledged Student Loan sold in each Interim Sale until a Securitization Transaction including such loans is completed.  The Originating Lenders involved will assign any claims they have under this Agreement with respect to prior Servicing of said Pledged Student Loans to SPV in connection with an Interim Sale, and Servicer agrees to any such assignment of rights under this Agreement.  SPV shall also assume all the rights and responsibilities of FMC with respect to the loans purchased by SPV.  In addition, with respect to each Interim Sale:

(a)           The date for such Interim Sale shall be established by mutual agreement of the

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parties (with Administrator acting on behalf of the SPV);

(b)           Pledged Student Loans to be sold in each Interim Sale shall be identified using a process and parameters established jointly by the parties (with Administrator acting on behalf of the SPV); and

(c)           Servicer shall reflect in its servicing system that the Pledged Student Loans sold in the Interim Sale are owned by SPV. Servicer may, at its discretion, reflect such ownership of SPV through inclusion of a suffix or modified lender code in Servicer’s system.”

8.                                        Fees .  The following is hereby added to the end of Section 8.01 of the Agreement:

“All fees owed under this Agreement by SPV shall be paid by FMC or the Administrator on behalf of the SPV. Notwithstanding the foregoing, Servicer shall provide a separate line item in invoices for fees attributable to SPV. It is also understood that, for purposes of Conversion Fees, Section III of the Fee Schedule, an Interim Sale shall be considered an “Interim Account—On System; Waived Exam,” for which no conversion fee is owed.”

9.                                        Notices .  Section 15.01 of the Agreement is hereby amended to replace the term “If to FMC:” with the term “If to FMC or SPV:”

10.                                  Owner Pays All Fees .  A new sentence is added to the end of the first paragraph of the Fee Schedule as follows:

“All fees to be paid pursuant to this Agreement by SPV shall be paid by FMC or the Administrator on behalf of the SPV. Notwithstanding the foregoing, Servicer shall provide a separate line item in invoices for fees attributable to  SPV.”

11.                                  Interim Account — On System .  Section III(2) of the Fee Schedule is deleted in its entirety and replaced as follows:

“2.  Interim Account — On System

All Interim Sales to SPV shall be included in this category.

12.           SPV Fee .  New items 11, 12, 13, 14, 15 and 16 are hereby added to Miscellaneous Fees, Section VI of the Fee Schedule, as follows:

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13.                                  Full Force and Effect . As amended herein, the Servicing Agreement remains in full force and effect.

14.                                  Counterparts . This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the month, day and the year first-above written.

Approved as to form and legality:

March 4, 2008