Exhibit 10.2
                                                                    ------------

                           DEPOSIT AND SALE AGREEMENT
              THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 20____-___

         This Deposit and Sale Agreement (the "SALE AGREEMENT"), dated as of
_________, 20___, between The National Collegiate Funding LLC, in its capacity
as seller (in such capacity, the "SELLER"), and The National Collegiate Student
Loan Trust 20___-___, as purchaser (the "PURCHASER"), shall be effective upon
execution by the parties hereto.

         WHEREAS, the Seller is the owner of certain student loans; and

         WHEREAS, the Seller may desire to sell its interest in such student
loans and the Purchaser desires to purchase such loans from the Seller.

         NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:

                                    ARTICLE I

                                      TERMS

         Section 1.01. TERMS. This Sale Agreement establishes the terms under
which the Seller will sell and the Purchaser will purchase the Loans (and all
obligations of the Borrowers thereunder) specified in the Sale Confirmation
(each, a "SALE CONFIRMATION") as the parties will execute, substantially in the
form of ATTACHMENT A hereto, incorporating by reference the terms of this Sale
Agreement, and shall be a separate agreement between the Seller and the
Purchaser with respect to the Loans covered by the terms of such Sale
Confirmation for all purposes. If the terms of a Sale Confirmation conflict with
the terms of this Sale Agreement, the terms of such Sale Confirmation shall
supersede and govern.

                                   ARTICLE II

                                   DEFINITIONS

         Section 2.01. DEFINITIONS. Capitalized terms used but not otherwise
defined herein shall have the definitions set forth in Appendix A of the
Indenture.

         For purposes hereof:

         (a) "BILL OF SALE" means that document executed by an authorized
officer of the Seller which shall set forth the Loans offered by the Seller and
accepted for purchase by the Purchaser and which shall sell, assign and convey
to the Purchaser and its assignees all right, title and interest of the Seller
in the Loans listed on the Bill of Sale and will certify that the
representations and warranties made by the Seller pursuant to Section 5.02 of
this Sale Agreement are true and correct.

         (b) "BORROWER" means the obligor on a Loan.


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         (c) "CUT-OFF DATE" means _________, 20____, and with respect to
subsequent sales hereunder, a date agreed to by the Seller and the Purchaser to
use in determining the Principal Balance and accrued interest to be capitalized
for purposes of completing the Loan Transmittal Summary Form.

         (d) "DELINQUENT" means the period where any payment of principal or
interest due on the Loan is overdue (after giving effect to all grace,
forbearance and deferment periods).

         (e) "ELIGIBLE LOAN" means a Loan offered for sale by Seller under the
Sale Agreement which as of the Cut-off Date is current or no more Delinquent
than permitted under the Sale Agreement in payment of principal or interest and
which meets the following criteria as of the effective date of the Bill of Sale:

                  (i) Is a student loan;

                  (ii) Is owned by the Seller and is fully disbursed;

                  (iii) Bears interest at a stated rate of not more than the
         maximum rate permitted under applicable law;

                  (iv) Is supported by the following documentation:

                           (A) For each Loan:

                                    (1) Loan application, and any supplement
                                        thereto,

                                    (2) Original promissory note or credit
                                        agreement entered into by the Borrower
                                        with respect to the Loan, as applicable,
                                        and any addendum thereto or the
                                        electronic records therefor,

                                    (3) Any other document and/or record which
                                        the Purchaser may be required to retain
                                        pursuant to the Program under which the
                                        Loan was originated; and

                           (B) For each Loan, if applicable:

                                    (1) Payment history (or similar
                                        documentation) including (i) an
                                        indication of the Principal Balance and
                                        the date through which interest has been
                                        paid, each as of the Cut-off Date and
                                        (ii) an accounting of the allocation of
                                        all payments by the Borrower or on the
                                        Borrower's behalf to principal and
                                        interest on the Loan;

                                    (2) Documentation which supports periods of
                                        current or past deferment or past
                                        forbearance;



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<PAGE>

                                    (3) A collection history, if the Loan was
                                        ever in a delinquent status, including
                                        detailed summaries of contacts and
                                        including the addresses or telephone
                                        numbers used in contacting or attempting
                                        to contact the Borrower and any
                                        endorser;

                                    (4) Evidence of all requests for
                                        skip-tracing assistance and current
                                        address of the Borrower, if located;

                                    (5) Evidence of requests for pre-claims
                                        assistance, and evidence that the
                                        Borrower's school(s) has/have been
                                        notified; and

                                    (6) A record of any event resulting in a
                                        change to or confirmation of any data in
                                        the Loan file.

         (f) "LOAN" means the student loans offered for sale pursuant to the
Sale Agreement and related documentation together with any guaranties and other
rights relating thereto.

         (g) "LOAN TRANSMITTAL LOAN SCHEDULE" means the schedule attached to the
Bill of Sale.

         (h) "LOAN TRANSMITTAL SUMMARY FORMS" means the forms provided to the
Seller by the Purchaser and completed by the Seller which list, by Borrower, the
Loans subject to the Bill of Sale and the outstanding Principal Balance and
accrued interest thereof as of the Cut-off Date.

         (i) "NOTE" means the promissory note or credit agreement, as
applicable, of the Borrower and any amendment thereto evidencing the Borrower's
obligation.

         (j) "PRINCIPAL BALANCE" means the outstanding principal amount of the
Loan, plus accrued interest to be capitalized (if any).

         (k) "PURCHASE PRICE" means the payment amount specified in the Sale
Confirmation.

                                  ARTICLE III

                                SALE AND PURCHASE

         Section 3.01. CONSUMMATION OF SALE AND PURCHASE. The sale and purchase
of Eligible Loans pursuant to a Sale Agreement shall be consummated upon the
Purchaser's receipt from the Seller of the Bill of Sale and the payment by the
Purchaser to the Seller of the Purchase Price, and when consummated such sale
and purchase shall be effective as of the date of the Bill of Sale. The Seller
and the Purchaser shall use their best efforts to perform promptly their
respective obligations pursuant to the Sale Agreement.

         Section 3.02. SETTLEMENT OF THE PAYMENT. The Purchaser on the date of
the Bill of Sale shall pay the Seller the Purchase Price by wire transfer in
immediately available funds to the account specified by the Seller.



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<PAGE>

                                   ARTICLE IV

                    CONDITIONS PRECEDENT TO SALE AND PURCHASE

         Section 4.01. ACTIVITIES PRIOR TO THE SALE. Following the execution of
a Sale Agreement, the Seller shall provide any reasonable assistance requested
by the Purchaser in determining that all required documentation on the Loans is
present and correct.

         Section 4.02. CONTINUED SERVICING. The Seller shall use its best
efforts to cause to be serviced all the Loans sold to the Purchaser hereunder by
the servicer servicing the Loans at time of acquisition by the Seller.

         Section 4.03. BILL OF SALE/LOAN TRANSMITTAL SUMMARY FORM. The Seller
shall deliver to the Purchaser:

         (a) A Bill of Sale executed by an authorized officer of the Seller
covering Loans offered by the Seller and accepted by the Purchaser as set forth
thereon, selling, assigning and conveying to the Purchaser and its assignees all
right, title and interest of the Seller, in each of the Loans and stating that
the representations and warranties made by the Seller in Article V of this Sale
Agreement are true and correct on and as of the date of the Bill of Sale; and

           (b) The Loan Transmittal Loan Schedule, attached to the Bill of Sale,
identifying each of the Eligible Loans which is the subject of the Bill of Sale
and setting forth the unpaid Principal Balance of each such Loan.

         Section 4.04. OFFICER'S CERTIFICATE. The Seller shall furnish to the
Purchaser, with each Bill of Sale provided in connection with each sale of Loans
pursuant to this Sale Agreement, an Officer's Certificate, dated as of the date
of such Bill of Sale.

                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Section 5.01. GENERAL. The Seller represents and warrants to the
Purchaser that as of the date of this Sale Agreement;

         (a) The Seller is duly organized and existing under the laws of the
State of Delaware; and

         (b) The Seller has all requisite power and authority to enter into and
to perform the terms of this Sale Agreement and each Sale Confirmation.

         Section 5.02. LOAN REPRESENTATIONS. The Seller represents and warrants
to the Purchaser as to the Loans purchased by the Purchaser under each Sale
Confirmation and each Bill of Sale executed pursuant to this Sale Agreement:

         (a) The Seller has good and marketable title to, and is the sole owner
of, the Loans, free and clear of all security interests, liens, charges, claims,
offsets, defenses, counterclaims or



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encumbrances of any nature and no right of rescission, offsets, defenses, or
counterclaims have been asserted or threatened with respect to the Loans;

         (b) This Agreement creates a valid and continuing security interest (as
defined in the applicable UCC) in the Loans in favor of the Purchaser, which
security interest is prior to all other security interests, liens, charges,
claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as
such as against creditors of and purchasers from the Seller;

         (c) The Loans constitute "instruments" or "payment intangibles" within
the meaning of the applicable UCC;

         (d) The Loans are Eligible Loans and the description of the Loans set
forth in this Sale Agreement and the Loan Transmittal Summary Form is true and
correct;

         (e) The Seller is authorized to sell, assign, transfer and repurchase
the Loans; and the sale, assignment and transfer of such Loans is or, in the
case of a Loan repurchased by the Seller, will be made pursuant to and
consistent with the laws and regulations under which the Seller operates, and
will not violate any decree, judgment or order of any court or agency, or
conflict with or result in a breach of any of the terms, conditions or
provisions of any agreement or instrument to the Seller is a party or by which
the Seller or its property is bound, or constitute a default (or an event which
could constitute a default with the passage of time or notice or both)
thereunder;

         (f) Each of the Loans: (i) is the valid, binding and enforceable
obligation of the Borrower executing the same, and of any cosigner thereto,
enforceable against each Borrower and any cosignor thereunder in accordance with
its terms except as enforceability may be affected by bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors generally and
by equitable principles and (ii) is covered by and entitled to the benefits of a
guaranty agreement.

         (g) At the time of origination, (i) each Loan and any accompanying
notices and disclosures conform in all material respects to all applicable state
and federal laws, rules and regulations, (ii) each Loan was documented on forms
set forth in the Program Manual and contained consumer loan terms and involved
guaranty fees payable to The Education Resources Institute, Inc. in strict
conformity with the Program Manual, and (iii) the origination of each Loan was
conducted in substantial compliance with the Program Manual and in compliance in
all material respects with all applicable state and federal laws concerning the
actions of the person who originated the Loan or of any agent or independent
contractor acting under contract with or at the request of the person who
originated the Loan, including without limitation The Education Resources
Institute, Inc., and any agents and subcontractors retained by any of them; and
(iv) the person who originated the Loan did not discriminate based upon the age,
sex, race, national origin, color, religion or handicapped status of any
Borrower in making such Loan.

         (h) At the time of origination, each Loan was in compliance with any
applicable usury laws.



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         (i) There is no defense to payment, counterclaim, or setoff at the time
of origination with respect to any of the Loans. To the best of the Seller's
information and belief, there is no action before any state or federal court,
administrative or regulatory body pending against the Seller or against any of
the persons who originated the Loans and involving any of the Loans in which an
adverse result would have a material adverse effect upon the validity or
enforceability of any of the Loans.

         (j) Each Loan is owned by the Seller, free and clear of any liens,
claims or demands of any person, and the Seller has the absolute right to
transfer the same to Purchaser.

         (k) With respect to each Note evidencing a Loan: (i) the terms thereof
have not been impaired, waived, altered or modified in any respect, except
pursuant to written forbearance agreements in accordance with the requirements
of and in the terms set forth in the Program Manual, and (B) such Note has been
serviced at all times in substantial compliance with the Program Manual;

         (l) No consents and approvals are required by the terms of the Loans to
the sale of the Loans hereunder to the Seller;

         (m) No Loan is sixty (60) days or more Delinquent as of the Cut-off
Date and no default, breach, violation or event permitting acceleration under
the terms of any Loan has arisen; and neither the Seller nor any predecessor
holder of any Loan has waived any of the foregoing other than as permitted by
the Basic Documents;

         (n) It is the intention of the Seller and the Purchaser, and the Seller
hereby warrants, that the transfer and assignment herein contemplated constitute
a valid sale of the Loans from the Seller to the Purchaser and that the
beneficial interest in and title to such Loans not be part of the Seller's
estate in the event of the bankruptcy of the Seller or the appointment of a
receiver with respect to the Seller;

         (o) The Seller has caused or will have caused, within ten days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Loans granted hereunder;

         (p) Other than the sale of the Loans to the Purchaser and the security
interest granted to the Purchaser pursuant to this Agreement, the Seller has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Loans. The Seller has not authorized the filing of and is not aware
of any financing statements against the Seller that include a description of
collateral covering the Loans other than any financing statement relating to the
security interest granted to the Purchaser hereunder or that has been terminated
or released. The Seller is not aware of any judgment or tax lien filings against
the Seller.



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<PAGE>

                                   ARTICLE VI

                        PURCHASE OF LOANS; REIMBURSEMENT

         Section 6.01. PURCHASE OF LOANS; REIMBURSEMENT. Each party to this Sale
Agreement shall give notice to the other such parties and to the Servicer, the
Administrator and the Owner Trustee promptly, in writing, upon the discovery of
any breach of the Seller's representations and warranties made pursuant to
Article V hereof which has a materially adverse effect on the interest of the
Purchaser in any Loan. In the event of such a material breach, the Seller shall
cure or repurchase any affected Loan not later than 270 days following the date
of discovery of such material breach. In consideration of the purchase of any
such Loan pursuant to this Article VI, the Seller shall remit the Purchase
Amount the Purchaser.

         Section 6.02. SUBSTITUTION. In lieu of repurchasing Loans pursuant to
this Article VI, the Seller may, at its option, substitute Eligible Loans or
arrange for the substitution of Eligible Loans which are substantially similar
on an aggregate basis as of the date of substitution to the Loans for which they
are being substituted with respect to the following characteristics:

         (a) Status (i.e., in-school, grace, deferment, forbearance or
repayment);

         (b) Program type (I.E., creditworthy, credit ready, undergrad, grad);

         (c) School type;

         (d) Total return;

         (e) Principal balance; and

         (f) Remaining term to maturity.

         In addition, each substituted Eligible Loan will comply, as of the date
of substitution, with all of the representations and warranties made hereunder.
In choosing Eligible Loans to be substituted pursuant to this Article VI, the
Seller shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders.

         In the event that Seller elects to substitute Eligible Loans pursuant
to this Article VI, the Seller will remit to the Administrator the amount of any
shortfall between the Purchase Amount of the substituted Eligible Loans and the
Purchase Amount of the Loans for which they are being substituted. The sole
remedy of the Purchaser, the Owner Trustee and the Noteholders with respect to a
breach by the Seller pursuant to Article V hereof shall be to require the Seller
to purchase Loans, to reimburse the Purchaser as provided above or to substitute
Loans pursuant to this Article VI.



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                                  ARTICLE VII

                     OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
                           AND FORWARD COMMUNICATIONS

         Section 7.01. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS. Any payment
received by the Seller with respect to amounts accrued after the date of the
Bill of Sale for any Loan sold to the Purchaser, which payment is not reflected
in the Loan Transmittal Summary Form, shall be received by the Seller in trust
for the account of the Purchaser and the Seller hereby disclaims any title to or
interest in any such amounts. Within two (2) business days following the date of
receipt, the Seller shall remit to the Purchaser an amount equal to any such
payments along with a listing on a form provided by the Purchaser identifying
the Loans with respect to which such payments were made, the amount of each such
payment and the date each such payment was received.

         Section 7.02. FORWARD COMMUNICATIONS. Any written communication
received at any time by the Seller with respect to any Loan subject to any
Student Loan Purchase Agreement shall be transmitted by the Seller to the
servicer within two (2) business days of receipt. Such communications shall
include, but not be limited to, letters, notices of death or disability, notices
of bankruptcy, forms requesting deferment of repayment or loan cancellation, and
like documents.

                                  ARTICLE VIII

                         CONTINUING OBLIGATION OF SELLER

         Section 8.01. CONTINUING OBLIGATION OF SELLER. The Seller shall provide
all reasonable assistance necessary for Purchaser to resolve account problems
raised by any Borrower provided such account problems are attributable to or are
alleged to be attributable to (a) an event occurring during the period the
Seller owned the Loan, or (b) a payment made or alleged to have been made to the
Seller. Further, the Seller agrees to execute any financing statements at the
request of the Purchaser in order to reflect the Purchaser's interest in the
Loans.

                                   ARTICLE IX

                        LIABILITY OF SELLER; INDEMNITIES

         Section 9.01. LIABILITY OF SELLER; INDEMNITIES. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Sale Agreement.

         (a) The Seller shall indemnify, defend and hold harmless the Purchaser
and the Owner Trustee in its individual capacity and their officers, directors,
employees and agents from and against any taxes that may at any time be asserted
against any such Person with respect to the transactions contemplated herein and
in the other Basic Documents (except any such income taxes arising out of fees
paid to the Owner Trustee), including any sales, gross receipts, general


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corporation, tangible and intangible personal property, privilege or license
taxes and costs and expenses in defending against the same.

         (b) The Seller shall indemnify, defend and hold harmless the Purchaser
and the Owner Trustee in its individual capacity and their officers, directors,
employees and agents of the Purchaser and the Owner Trustee from and against any
and all costs, expenses, losses, claims, damages and liabilities arising out of,
or imposed upon such Person through, the Seller's willful misfeasance, bad faith
or gross negligence in the performance of its duties under this Sale Agreement,
or by reason of reckless disregard of its obligations and duties under this Sale
Agreement.

         Indemnification under this Section shall survive the termination of
this Sale Agreement and shall include reasonable fees and expenses of counsel
and expenses of litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or for the benefit of whom such
payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to the Seller, without interest.

                                   ARTICLE X

                    MERGER OR CONSOLIDATION OF, OR ASSUMPTION
                          OF THE OBLIGATIONS OF SELLER

         Section 10.01. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF SELLER. Any Person (a) into which the Seller may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Seller shall be a party or (c) which may succeed to the properties and assets of
the Seller substantially as a whole, shall be the successor to the Seller
without the execution or filing of any document or any further act by any of the
parties to this Sale Agreement; PROVIDED, HOWEVER, that the Seller hereby
covenants that it will not consummate any of the foregoing transactions except
upon satisfaction of the following: (i) the surviving Person, if other than the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under this Sale Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 5 herein
shall have been breached, (iii) the surviving Person, if other than the Seller,
shall have delivered an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Sale Agreement relating to such transaction have been
complied with, and that the Rating Agency Condition shall have been satisfied
with respect to such transaction, (iv) if the Seller is not the surviving
entity, such transaction will not result in a material adverse federal or state
tax consequence to the Purchaser or the Noteholders or the Certificateholders
and (v) if the Seller is not the surviving entity, the Seller shall have
delivered an Opinion of Counsel either (A) stating that, in the opinion of such
counsel, all financing statements and continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Purchaser in the Loans and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.



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                                   ARTICLE XI

                  LIMITATION ON LIABILITY OF SELLER AND OTHERS

         Section 11.01. LIMITATION ON LIABILITY OF SELLER AND OTHERS. The Seller
and any director or officer or employee or agent thereof may rely in good faith
on the advice of counsel or on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder
(provided that such reliance shall not limit in any way the Seller's obligations
under Article V herein). The Seller shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its
obligations under this Sale Agreement or the Student Loan Purchase Agreement,
and that in its opinion may involve it in any expense or liability. Except as
provided herein, the repurchase (or substitution) and reimbursement obligations
of the Seller will constitute the sole remedy available to the Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the Bill of Sale may be adjusted in the ordinary course of
business subsequent to the date of the Bill of Sale and to the extent that the
aggregate Principal Balance listed on the Bill of Sale is less than the
aggregate Principal Balance stated on the Bill of Sale, Seller shall remit such
amount to the Purchaser. Such reconciliation payment shall be made from time to
time but no less frequently than semi-annually.

                                  ARTICLE XII

                                    EXPENSES

         Section 12.01. EXPENSES. Except as otherwise provided herein, each
party to this Sale Agreement or the Student Loan Purchase Agreement shall pay
its own expense incurred in connection with the preparation, execution and
delivery of this Sale Agreement or the Student Loan Purchase Agreement and the
transactions contemplated herein or therein.

                                  ARTICLE XIII

                              SURVIVAL OF COVENANTS

         Section 13.01. SURVIVAL OF COVENANTS. All covenants, agreements,
representations and warranties made herein and in or pursuant to any Sale
Confirmation executed pursuant to this Sale Agreement shall survive the
consummation of the purchase of the Loans provided for in each Sale
Confirmation. All covenants, agreements, representations and warranties made or
furnished pursuant hereto by or for the benefit of the Seller shall bind and
inure to the benefit of any successors or assigns of Purchaser and shall survive
with respect to each Loan. Each Sale Confirmation supersedes all previous
agreements and understandings between the Purchaser and the Seller with respect
to the subject matter thereof. A Sale Confirmation may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
waiver by the Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by the Seller or the waiver by the Purchaser of
any provision herein contained or contained in any Sale Confirmation shall not
be deemed to be a waiver of any breach of any other covenant,



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<PAGE>

agreement, representation, warranty or provision herein contained or contained
in any Sale Confirmation, nor shall any waiver or any custom or practice which
may evolve between the parties in the administration of the terms hereof or of
any Sale Confirmation, be construed to lessen the right of the Purchaser to
insist upon the performance by the Seller in strict accordance with said terms.

                                  ARTICLE XIV

                      COMMUNICATION AND NOTICE REQUIREMENTS

         Section 14.01. COMMUNICATION AND NOTICE REQUIREMENTS. All
communications, notices and approvals provided for hereunder shall be in writing
and mailed or delivered to the Seller or the Purchaser, as the case may be.
Notice given in any such communication, mailed to the Seller or the Purchaser by
appropriately addressed registered mail, shall be deemed to have been given on
the day following the date of such mailing.

                                   ARTICLE XV

                               FORM OF INSTRUMENTS

         Section 15.01. FORM OF INSTRUMENTS. All instruments and documents
delivered in connection with this Sale Agreement and any Sale Confirmation, and
all proceedings to be taken in connection with this Sale Agreement and any Sale
Confirmation and the transactions contemplated herein and therein, shall be in a
form as set forth in the attachments hereto, and Purchaser shall have received
copies of such documents as it or its counsel shall reasonably request in
connection therewith. Any instrument or document which is substantially in the
same form as an Attachment hereto or a recital herein will be deemed to be
satisfactory as to form.

                                  ARTICLE XVI

                                    AMENDMENT

         Section 16.01. AMENDMENT. This Sale Agreement and any Sale Confirmation
may be amended by the parties thereto without the consent of the related
Noteholders for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Sale Agreement and Sale
Confirmation or of modifying in any manner the rights of such Noteholders;
provided that such action will not, in the opinion of counsel satisfactory to
the related Owner Trustee, materially and adversely affect the interest of any
such Noteholder.

         In addition, this Sale Agreement and any Sale Confirmation may also be
amended from time to time by the Seller and the Purchaser, with the consent of
the Noteholders of Notes evidencing a majority of the Outstanding Amount of the
Notes, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Sale Agreement or any Sale
Confirmation or of modifying in any manner the rights of the Noteholders;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the time of, collections of
payments with respect to Loans or distributions that shall be required to be
made for the benefit of the Noteholders or (b)



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reduce the aforesaid percentage of the Outstanding Amount of the Notes, the
Noteholders of which are required to consent to any such amendment, without the
consent of all outstanding Noteholders.

         Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the
Purchaser shall furnish written notification of the substance of such amendment
or consent to the Owner Trustee, and each of the Rating Agencies.

         It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.

         Prior to the execution of any amendment to this Sale Agreement, the
Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that execution of such amendment is authorized or permitted by this Sale
Agreement the Owner Trustee may, but shall not be obligated to, enter into any
such amendment which affects the Owner Trustee's own rights, duties or
immunities under this Sale Agreement or otherwise.

                                  ARTICLE XVII

                                   ASSIGNMENT

         Section 17.01. ASSIGNMENT. The Seller hereby assigns its entire right,
title and interest as purchaser under this Agreement and the Student Loan
Purchase Agreement thereunder to the Purchaser as of the date hereof and
acknowledges that the Purchaser will assign the same, together with the right,
title and interest of the Purchaser hereunder, to the Indenture Trustee under
the Indenture.

                                 ARTICLE XVIII

                                  GOVERNING LAW

         Section 18.01. GOVERNING LAW. THIS SALE AGREEMENT AND ANY SALE
CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES, HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.





                                       12
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.


                                         THE NATIONAL COLLEGIATE FUNDING LLC, as
                                         Seller


                                         By:____________________________________
                                            Name:
                                            Title:


                                         THE NATIONAL COLLEGIATE STUDENT LOAN
                                         TRUST 20___-___, as Purchaser

                                         By:__________________, not in its
                                            individual capacity but solely as
                                            Owner Trustee


                                            By:_________________________________
                                               Name:
                                               Title:





                                       13
<PAGE>




                                SALE CONFIRMATION

                          Dated as of _________, 20____
                                SALE CONFIRMATION
              THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 20___-___

         The National Collegiate Funding LLC (the "SELLER") hereby offers for
sale to The National Collegiate Student Loan Trust 20___-___ (the "PURCHASER")
the entire right, title and interest of the Seller in the Loans described in the
Bill of Sale and Loan Transmittal Summary Form incorporated herein and, to the
extent indicated below, the Purchaser accepts the Seller's offer.

                         TERMS, CONDITIONS AND COVENANTS

         In consideration of the Purchase Price, the Seller hereby sells to the
Purchaser the entire right, title and interest of the Seller in the Loans
accepted for purchase, subject to all the terms and conditions of the Deposit
and Sale Agreement (the "SALE AGREEMENT"), dated as of __________, 20____,
between the Seller and the Purchaser, as amended, which Sale Agreement is
incorporated herein by reference. The Payment for the Loans shall equal
$_________________.

         This document shall constitute a Sale Confirmation as referred to in
the Sale Agreement and, except as modified herein, each term used herein shall
have the same meaning as in the Sale Agreement. All references in the Sale
Agreement to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Sale Confirmation. The Seller hereby makes, as of the date
hereof, all the representations and warranties contained in the Sale Agreement
and makes such representations and warranties with respect to the Loans governed
by this Sale Confirmation.

         The parties hereto intend that the transfer of Loans described in the
Bill of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans. However, in the event that notwithstanding the intentions of
the parties, such transfer is deemed to be a transfer for security, then the
Seller hereby grants to the Purchaser a first priority security interest in and
to all Loans described in the Bill of Sale and Loan Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such Loans.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Sale
Confirmation to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.


                                         THE NATIONAL COLLEGIATE FUNDING LLC, as
                                         Seller


                                         By:____________________________________
                                            Name:
                                            Title:


                                         THE NATIONAL COLLEGIATE STUDENT LOAN
                                         TRUST 20___-___, as Purchaser

                                         By:__________________, not in its
                                            individual capacity but solely as
                                            Owner Trustee


                                            By:_________________________________
                                               Name:
                                               Title:





<PAGE>


                     BILL OF SALE DATED __________, 20_____

         The undersigned, The National Collegiate Funding (the "SELLER"), for
value received and pursuant to the terms and conditions of a Sale Confirmation
(the "SALE CONFIRMATION") between Seller and The National Collegiate Student
Loan Trust 20____-____ (the "PURCHASER") does hereby sell, assign and convey to
the Purchaser and its assignees all right, title and interest of, in the Loans
identified herein which the Purchaser has accepted for purchase. The Loans
accepted for purchase by the Purchaser and the effective date of sale and
purchase are described below and the individual Loans are listed on the SCHEDULE
A attached hereto.

         The Seller hereby makes the representations and warranties set forth in
Article V of the Deposit and Sale Agreement incorporated by reference in the
Sale Confirmation.

                       SCHEDULE OF LOANS ON FOLLOWING PAGE



<PAGE>



              The National Collegiate Student Loan Trust 20___-___
                                Schedule of Loans





<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.


                                         THE NATIONAL COLLEGIATE FUNDING LLC, as
                                         Seller


                                         By:____________________________________
                                            Name:
                                            Title:


                                         THE NATIONAL COLLEGIATE STUDENT LOAN
                                         TRUST 20___-___, as Purchaser

                                         By:__________________, not in its
                                            individual capacity but solely as
                                            Owner Trustee


                                            By:_________________________________
                                               Name:
                                               Title: