Unassociated Document


    Exhibit
      4.1

     

    INDENTURE

     

    between

     

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_,

    as
      Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Indenture Trustee

     

    Relating
      To:

    The
      National Collegiate Student Loan Trust 200_-_

     

    Dated
      as
      of ______ __, 200_ 

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

     


      Reconciliation
        between Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or
“TIA”) and this Indenture of Trust, dated as of __________ __,
        200_.


     


      
        	
                Trust
                  Indenture Act Section

              	
                 

              	
                Indenture
                  Section

              
	 	 	 
	
                Section 310(a)(1)

              	 	
                6.11

              
	
                Section
                  310(a)(3)

              	 	
                6.10

              
	
                Section
                  310(b)

              	 	
                6.11

              
	
                Section
                  313(c)

              	 	
                3.24,
                  5.17(c)

              
	
                Section
                  314(c)

              	 	
                3.14

              
	
                Section
                  314(d)(1)

              	 	
                3.14

              
	
                Section
                  318

              	 	
                11.12

              
	 	 	 


      


    ____________________


      NOTE:
        This reconciliation shall not, for any purpose, be deemed to be a part of
        the
        Indenture.


     

    Attention
      should also be directed to Section 318(c) of the Trust Indenture Act, which
      provides that the provisions of Sections 310 to and including 317 of the Trust
      Indenture Act are a part of and govern every qualified indenture, whether or
      not
      physically contained therein.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    TABLE
      OF
      CONTENTS

     

    


        
          	
                  ARTICLE
                    I

                
	
                  Definitions
                    and Usage

                
	 	 
	
                  SECTION
                    1.01

                	
                  Definitions
                    and Usage

                
	 	 
	
                  ARTICLE
                    II

                
	
                  The
                    Notes

                
	 	 
	
                  SECTION
                    2.01

                	
                  Form

                
	
                  SECTION
                    2.02

                	
                  Execution,
                    Authentication and Delivery

                
	
                  SECTION
                    2.03

                	
                  Temporary
                    Notes

                
	
                  SECTION
                    2.04

                	
                  Registration;
                    Registration of Transfer and Exchange

                
	
                  SECTION
                    2.05

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Notes

                
	
                  SECTION
                    2.06

                	
                  Persons
                    Deemed Owner

                
	
                  SECTION
                    2.07

                	
                  Payment
                    of Principal and Interest; Defaulted Interest

                
	
                  SECTION
                    2.08

                	
                  Cancellation

                
	
                  SECTION
                    2.09

                	
                  Release
                    of Collateral

                
	
                  SECTION
                    2.10

                	
                  Book-Entry
                    Notes

                
	
                  SECTION
                    2.11

                	
                  Notices
                    to Clearing Agency

                
	
                  SECTION
                    2.12

                	
                  Definitive
                    Notes

                
	
                  SECTION
                    2.13

                	
                  Tax
                    Treatment

                
	 	 
	
                  ARTICLE
                    III

                
	
                  Covenants

                
	 	 
	
                  SECTION
                    3.01

                	
                  Payment
                    to Noteholders

                
	
                  SECTION
                    3.02

                	
                  Maintenance
                    of Office or Agency

                
	
                  SECTION
                    3.03

                	
                  Money
                    for Payments To Be Held in Trust

                
	
                  SECTION
                    3.04

                	
                  Existence

                
	
                  SECTION
                    3.05

                	
                  Protection
                    of Indenture Trust Estate

                
	
                  SECTION
                    3.06

                	
                  Opinions
                    as to Indenture Trust Estate

                
	
                  SECTION
                    3.07

                	
                  Performance
                    of Obligations; Servicing of Financed Student Loans

                
	
                  SECTION
                    3.08

                	
                  Negative
                    Covenants

                
	
                  SECTION
                    3.09

                	
                  Annual
                    Statement as to Compliance

                
	
                  SECTION
                    3.10

                	
                  Issuer
                    May Consolidate, etc., Only on Certain Terms

                
	
                  SECTION
                    3.11

                	
                  Successor
                    or Transferee

                
	
                  SECTION
                    3.12

                	
                  No
                    Other Business

                
	
                  SECTION
                    3.13

                	
                  No
                    Borrowing

                
	
                  SECTION
                    3.14

                	
                  Disposing
                    of Financed Student Loans

                
	
                  SECTION
                    3.15

                	
                  Guarantees,
                    Loans, Advances and Other Liabilities

                
	
                  SECTION
                    3.16

                	
                  Capital
                    Expenditures

                
	
                  SECTION
                    3.17

                	
                  Restricted
                    Payments

                
	
                  SECTION
                    3.18

                	
                  Notice
                    of Events of Default

                
	
                  SECTION
                    3.19

                	
                  Further
                    Instruments and Acts

                
	
                  SECTION
                    3.20

                	
                  Additional
                    Covenants

                
	
                  SECTION
                    3.21

                	
                  Covenant
                    Regarding Financed Student Loans

                
	
                  SECTION
                    3.22

                	
                  Additional
                    Representations of the Issuer

                
	
                  SECTION
                    3.23

                	
                  Issuer
                    Separateness Covenants

                
	
                  SECTION
                    3.24

                	
                  Reports
                    by Issuer

                
	 	 
	
                  ARTICLE
                    IV

                
	
                  Satisfaction
                    and Discharge

                
	 	 
	
                  SECTION
                    4.01

                	
                  Satisfaction
                    and Discharge of Indenture

                
	
                  SECTION
                    4.02

                	
                  Application
                    of Trust Money

                
	
                  SECTION
                    4.03

                	
                  Repayment
                    of Moneys Held by Paying Agent

                
	 	 
	
                  ARTICLE
                    V

                
	
                  Remedies

                
	 	 
	
                  SECTION
                    5.01

                	
                  Events
                    of Default

                
	
                  SECTION
                    5.02

                	
                  Acceleration
                    of Maturity; Rescission and Annulment

                
	
                  SECTION
                    5.03

                	
                  Collection
                    of Indebtedness and Suits for Enforcement by Indenture
                    Trustee

                
	
                  SECTION
                    5.04

                	
                  Remedies;
                    Priorities

                
	
                  SECTION
                    5.05

                	
                  Optional
                    Preservation of the Financed Student Loans

                
	
                  SECTION
                    5.06

                	
                  Limitation
                    of Suits

                
	
                  SECTION
                    5.07

                	
                  Unconditional
                    Rights of Noteholders To Receive Principal and Interest

                
	
                  SECTION
                    5.08

                	
                  Restoration
                    of Rights and Remedies

                
	
                  SECTION
                    5.09

                	
                  Rights
                    and Remedies Cumulative

                
	
                  SECTION
                    5.10

                	
                  Delay
                    or Omission Not a Waiver

                
	
                  SECTION
                    5.11

                	
                  Control
                    by Noteholders

                
	
                  SECTION
                    5.12

                	
                  Waiver
                    of Past Defaults

                
	
                  SECTION
                    5.13

                	
                  Undertaking
                    for Costs

                
	
                  SECTION
                    5.14

                	
                  Waiver
                    of Stay or Extension Laws

                
	
                  SECTION
                    5.15

                	
                  Action
                    on Notes

                
	
                  SECTION
                    5.16

                	
                  Performance
                    and Enforcement of Certain Obligations

                
	
                  SECTION
                    5.17

                	
                  Notice
                    of Defaults

                
	 	 
	
                  ARTICLE
                    VI

                
	
                  The
                    Indenture Trustee

                
	 	 
	
                  SECTION
                    6.01

                	
                  Duties
                    of Indenture Trustee

                
	
                  SECTION
                    6.02

                	
                  Rights
                    of Indenture Trustee

                
	
                  SECTION
                    6.03

                	
                  Individual
                    Rights of Indenture Trustee

                
	
                  SECTION
                    6.04

                	
                  Indenture
                    Trustee’s Disclaimer

                
	
                  SECTION
                    6.05

                	
                  Notice
                    of Defaults

                
	
                  SECTION
                    6.06

                	
                  Reports
                    by Indenture Trustee to Noteholders

                
	
                  SECTION
                    6.07

                	
                  Compensation
                    and Indemnity

                
	
                  SECTION
                    6.08

                	
                  Replacement
                    of Indenture Trustee

                
	
                  SECTION
                    6.09

                	
                  Successor
                    Indenture Trustee by Merger

                
	
                  SECTION
                    6.10

                	
                  Appointment
                    of Co-Trustee or Separate Trustee

                
	
                  SECTION
                    6.11

                	
                  Eligibility;
                    Disqualification

                
	 	 
	
                  ARTICLE
                    VII

                
	
                  Noteholders’
                    Lists and Reports

                
	 	 
	
                  SECTION
                    7.01

                	
                  Issuer
                    To Furnish Indenture Trustee Names and Addresses of
                    Noteholders

                
	
                  SECTION
                    7.02

                	
                  Preservation
                    of Information; Communications to Noteholders

                
	
                  SECTION
                    7.03

                	
                  Reports
                    by Issuer

                
	 	 
	
                  ARTICLE
                    VIII

                
	
                  Accounts,
                    Disbursements and Releases

                
	 	 
	
                  SECTION
                    8.01

                	
                  Collection
                    of Money

                
	
                  SECTION
                    8.02

                	
                  Trust
                    Accounts

                
	
                  SECTION
                    8.03

                	
                  General
                    Provisions Regarding Accounts

                
	
                  SECTION
                    8.04

                	
                  Release
                    of Indenture Trust Estate

                
	
                  SECTION
                    8.05

                	
                  Opinion
                    of Counsel

                
	
                  SECTION
                    8.06

                	
                  Cost
                    of Issuance Account

                
	
                  SECTION
                    8.07

                	
                  Application
                    of Collections

                
	
                  SECTION
                    8.08

                	
                  Reserve
                    Account

                
	
                  SECTION
                    8.09

                	
                  Statements
                    to Noteholders

                
	
                  SECTION
                    8.10

                	
                  Pre-Funding
                    Account

                
	
                  SECTION
                    8.11

                	
                  Advances

                
	
                  SECTION
                    8.12

                	
                  Future
                    Distribution Account

                
	 	 
	
                  ARTICLE
                    IX

                
	
                  Supplemental
                    Indentures

                
	 	 
	
                  SECTION
                    9.01

                	
                  Supplemental
                    Indentures Without Consent of Noteholders

                
	
                  SECTION
                    9.02

                	
                  Supplemental
                    Indentures with Consent of Noteholders

                
	
                  SECTION
                    9.03

                	
                  Execution
                    of Supplemental Indentures

                
	
                  SECTION
                    9.04

                	
                  Effect
                    of Supplemental Indenture

                
	
                  SECTION
                    9.05

                	
                  [Reserved]

                
	
                  SECTION
                    9.06

                	
                  Reference
                    in Notes to Supplemental Indentures

                
	
                  SECTION
                    9.07

                	
                  Conformity
                    With the Trust Indenture Act

                
	 	 
	
                  ARTICLE
                    X

                
	
                  Reporting
                    Requirements

                
	 	 
	
                  SECTION
                    10.01

                	
                  Annual
                    Statement as to Compliance

                
	
                  SECTION
                    10.02

                	
                  Annual
                    Independent Public Accountants’ Servicing Report

                
	
                  SECTION
                    10.03

                	
                  Assessment
                    of Compliance and Attestation Reports.

                
	 	 
	
                  ARTICLE
                    XI

                
	
                  Miscellaneous

                
	 	 
	
                  SECTION
                    11.01

                	
                  Compliance
                    Certificates and Opinions, etc

                
	
                  SECTION
                    11.02

                	
                  Form
                    of Documents Delivered to Indenture Trustee

                
	
                  SECTION
                    11.03

                	
                  Acts
                    of Noteholders

                
	
                  SECTION
                    11.04

                	
                  Notices,
                    etc., to Indenture Trustee, Issuer and Rating Agencies

                
	
                  SECTION
                    11.05

                	
                  Notices
                    to Noteholders; Waiver

                
	
                  SECTION
                    11.06

                	
                  Alternate
                    Payment and Notice Provisions

                
	
                  SECTION
                    11.07

                	
                  Effect
                    of Headings and Table of Contents

                
	
                  SECTION
                    11.08

                	
                  Successors
                    and Assigns

                
	
                  SECTION
                    11.09

                	
                  Separability

                
	
                  SECTION
                    11.10

                	
                  Benefits
                    of Indenture

                
	
                  SECTION
                    11.11

                	
                  Legal
                    Holidays

                
	
                  SECTION
                    11.12

                	
                  Governing
                    Law

                
	
                  SECTION
                    11.13

                	
                  Counterparts

                
	
                  SECTION
                    11.14

                	
                  Recording
                    of Indenture

                
	
                  SECTION
                    11.15

                	
                  Trust
                    Obligations

                
	
                  SECTION
                    11.16

                	
                  No
                    Petition

                
	
                  SECTION
                    11.17

                	
                  Inspection

                
	
                  SECTION
                    11.18

                	
                  Third-Party
                    Beneficiaries

                


        


    

    


    
      	
              APPENDIX
                A

            	
              Definitions
                and Usage

            
	
              APPENDIX
                B

            	
              Provisions
                Relating to Bearing Interest at an Auction Rate

            
	
              APPENDIX
                C

            	
              Notice
                of Payment Default

            
	
              APPENDIX
                D

            	
              Notice
                of Cure of Payment Default

            
	
              APPENDIX
                E

            	
              Notice
                of Event of Default

            
	
              APPENDIX
                F

            	
              Notice
                of Waiver/Cure of Event of Default

            
	
              APPENDIX
                G

            	
              Notice
                of Proposed Change in Auction Period

            
	
              APPENDIX
                H

            	
              Notice
                Regarding Establishment of Auction Period

            
	
              APPENDIX
                I

            	
              Notice
                of Change in Auction Date

            


    

     


      
        	
                SCHEDULE
                  A

              	
                Schedule
                  of Initial Financed Student Loans

              
	
                SCHEDULE
                  B

              	
                Schedule
                  of Subsequent Student Loans

              
	
                SCHEDULE
                  C

              	
                List
                  of TERI Guaranty Agreements

              
	
                SCHEDULE
                  D

              	
                List
                  of Student Loan Purchase
                  Agreements

              


      


    


    



      
        	
                EXHIBIT
                  A-1

              	
                Form
                  of Class A-1 Note

              
	
                EXHIBIT
                  A-2

              	
                Form
                  of Class A-2 Note

              
	
                EXHIBIT
                  A-3

              	
                Form
                  of Class A-3 Note

              
	
                EXHIBIT
                  A-4

              	
                Form
                  of Class A-4 Note

              
	
                EXHIBIT
                  A-5

              	
                Form
                  of Class A-5 Note

              
	
                EXHIBIT
                  A-6

              	
                Form
                  of Class A-IO Note

              
	
                EXHIBIT
                  A-7

              	
                Form
                  of Class BNote

              
	
                EXHIBIT
                  A-8

              	
                Form
                  of Class C Note

              
	
                EXHIBIT
                  A-9

              	
                Form
                  of Class D Note

              
	
                EXHIBIT
                  B

              	
                Form
                  of Student Loan Acquisition Certificate

              
	
                EXHIBIT
                  C

              	
                Relevant
                  Servicing Criteria 

              


      


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    INDENTURE
      dated as of ______ __, 200_, between THE NATIONAL COLLEGIATE STUDENT LOAN TRUST
      200_-_, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, as trustee and not in its
      individual capacity (the “Indenture Trustee”).

     

     

    W I T N E S S E T H:

     

    WHEREAS,
      the Issuer is duly created as a statutory trust under the laws of the State
      of
      Delaware and by proper action has duly authorized the execution and delivery
      of
      this Indenture, which Indenture provides for the issuance of student loan
      asset-backed notes to finance the acquisition of certain student loans from
      The
      National Collegiate Funding LLC (the “Depositor”) and the payment to holders of
      the Notes; and

     

    WHEREAS,
      this Indenture is subject to the provisions of the Trust Indenture Act of 1939,
      as amended (the “Trust Indenture Act” or “TIA”), that are deemed to be
      incorporated into this Indenture and shall, to the extent applicable, be
      governed by such provisions;

     


      NOW,
        THEREFORE, each party agrees as follows for the benefit of the other party
        and
        for the equal and ratable benefit of the holders of the Issuer’s Class A-1 Notes
        (the “Class A-1 Notes”), Class A-2 Notes (the “Class A-2 Notes”), Class A-3
        Notes (the “Class A-3 Notes”), Class A-4 Notes (the “Class A-4 Notes”), Class
        A-5 Notes (the “Class A-5 Notes”), Class A-IO Notes (the “Class A-IO Notes”),
        Auction Rate Class B Notes (the “Class B Notes”), Auction Rate Class C Notes
        (the “Class C Notes”) and Auction Rate Class D Notes (the “Class D Notes” and
        together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
        the
        Class A-4 Notes, the Class A-5 Notes, the Class A-IO Notes, the Class B Notes
        and the Class C Notes, the “Notes”):


     

    GRANTING
      CLAUSE

     


      The
        Issuer hereby Grants to the Indenture Trustee at the Closing Date with respect
        to the Financed Student Loans, as trustee for the benefit of the holders
        of the
        Notes, all the Issuer’s right, title and interest in and to the
        following


     


      (a)  the
        Financed Student Loans, and all obligations of the Obligors thereunder including
        all moneys paid thereunder on or after the Cutoff Date (or, in the case of
        Subsequent Student Loans, on or after the related Subsequent Cutoff
        Date);


     


      (b)  all
        Servicing Agreements and all Student Loan Purchase Agreements, including
        the
        right of the Issuer to cause the Sellers to repurchase or the Servicers to
        purchase, Student Loans from the Issuer under circumstances described
        therein;


     


      (c)  each
        Guarantee Agreement, including the right of the Issuer to cause the Guarantee
        Agency to make Guarantee Payments in respect of the Student Loans, the TERI
        Deposit and Security Agreement and the Issuer’s rights to the TERI Pledge Fund
        as the same relate to the Student Loans and the proceeds thereof, and each
        of
        the other Basic Documents;


     

    (d)  all
      funds
      on deposit from time to time in the Trust Accounts related to the Notes (and
      sub-accounts thereof), including the Reserve Account Initial Deposit and the
      Pre-Funded Amount; and

     

    (e)  all
      present and future claims, demands, causes and choses in action in respect
      of
      any or all of the foregoing and all payments on or under and all proceeds of
      every kind and nature whatsoever in respect of any or all of the foregoing,
      including all proceeds of the conversion, voluntary or involuntary, into cash
      or
      other liquid property, all cash proceeds, accounts, accounts receivable, notes,
      drafts, acceptances, chattel paper, checks, deposit accounts, insurance
      proceeds, condemnation awards, rights to payment of any and every kind and
      other
      forms of obligations and receivables, instruments and other property which
      at
      any time constitute all or part of or are included in the proceeds of any of
      the
      foregoing (collectively, “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and/or
      interest on, as applicable, and any other amounts owing in respect of, the
      Notes, equally and ratably, without prejudice, priority or distinction, except
      as otherwise provided for herein, and to secure compliance with the provisions
      of this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee, as Indenture Trustee on behalf of the holders of the Notes,
      acknowledges such Grant, accepts the trusts under this Indenture in accordance
      with the provisions of this Indenture and agrees to perform its duties required
      in this Indenture to the best of its ability to the end that the interests
      of
      the holders of the Notes may be adequately and effectively
      protected.

     

    ARTICLE
      I

     

    Definitions
      and Usage

     

    SECTION
      1.01  Definitions
      and Usage.
      Except
      as otherwise specified herein or as the context may otherwise require,
      capitalized terms used but not defined herein are defined in Appendix A and
      Appendix B hereto, which also contain rules as to usage that shall be applicable
      herein.

     

    ARTICLE
      II

     

    The
      Notes

     

    SECTION
      2.01  Form.
      The
      Notes, together with the Indenture Trustee’s certificate of authentication,
      shall be in substantially the forms set forth in Exhibits A-1 through A-9,
      with such appropriate insertions, omissions, substitutions and other variations
      as are required or permitted by this Indenture and may have such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon as may, consistently herewith, be determined by the officers executing
      the Notes, as evidenced by their execution of the Notes. Any portion of the
      text
      of any Note may be set forth on the reverse thereof, with an appropriate
      reference thereto on the face of the Note.

     

    The
      Definitive Notes shall be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     


      Each
        Note
        shall be dated the date of its authentication. The terms of the Notes set
        forth
        in Exhibits A-1 through A-9, are part of the terms of this
        Indenture.


     

    SECTION
      2.02  Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Notes or did not hold such offices at the
      date of such Notes.

     


      The
        Indenture Trustee shall upon an Issuer Order authenticate and deliver Notes
        for
        original issue in (i) an aggregate principal amount of $_________ with respect
        to the Class A-1 Notes, $_________ with respect to the Class A-2 Notes,
        $_________ with respect to the Class A-3 Notes, $_________ with respect to
        the
        Class A-4 Notes, $_________ with respect to the Class A-5 Notes, $_________
        with
        respect to the Class B Notes, $_________ with respect to the Class C Notes,
        $_________ with respect to the Class D Notes, $_________, and (ii) an aggregate
        Notional Amount of $_________ with respect to the Class A-IO
        Notes.


     


      Each
        Note
        shall be dated the date of its authentication. The Notes shall be issuable
        as
        registered Notes in minimum denominations (or in the case of the Class A-IO
        Notes, minimum Notional Amounts) of $100,000 and in integral multiples of
        $1,000
        in excess thereof.


     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    SECTION
      2.03  Temporary
      Notes.
      Pending
      the preparation of Definitive Notes, the Issuer may execute, and upon receipt
      of
      an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary
      Notes which are printed, lithographed, typewritten, mimeographed or otherwise
      produced, of the tenor of the Definitive Notes in lieu of which they are issued
      and with such variations not inconsistent with the terms of this Indenture
      as
      the officers executing such Notes may determine, as evidenced by their execution
      of such Notes.

     


      If
        temporary Notes are issued, the Issuer will cause Definitive Notes to be
        prepared without unreasonable delay. After the preparation of Definitive
        Notes,
        the temporary Notes shall be exchangeable for Definitive Notes upon surrender
        of
        the temporary Notes at the office or agency of the Issuer to be maintained
        as
        provided in Section 3.02, without charge to the holder of the Notes. Upon
        surrender for cancellation of any one or more temporary Notes, the Issuer
        shall
        execute and the Indenture Trustee shall authenticate and deliver in exchange
        therefor a like initial principal amount or initial Notional Amount, as
        applicable, of Definitive Notes of authorized denominations. Until so exchanged,
        the temporary Notes shall in all respects be entitled to the same benefits
        under
        this Indenture as Definitive Notes.


     

    SECTION
      2.04  Registration;
      Registration of Transfer and Exchange.
      (a) The
      Indenture Trustee shall cause to be kept a register (the “Note Register”) in
      which, subject to such reasonable regulations as it may prescribe, the Issuer
      shall provide for the registration of Notes and the registration of transfers
      and exchanges of Notes as herein provided. The Indenture Trustee shall be “Note
      Registrar” for the purpose of registering Notes and transfers of Notes as herein
      provided. Upon any resignation of any Note Registrar, the Issuer shall promptly
      appoint a successor.

     

    (b)  If
      a
      Person other than the Indenture Trustee is appointed by the Issuer as Note
      Registrar, the Issuer will give the Indenture Trustee prompt written notice
      of
      the appointment of such Note Registrar and of the location, and any change
      in
      the location, of the Note Register, and the Indenture Trustee shall have the
      right to inspect the Note Register at all reasonable times and to obtain copies
      thereof, and the Indenture Trustee shall have the right to rely upon a
      certificate executed on behalf of the Note Registrar by an Executive Officer
      thereof as to the names and addresses of the holders of the Notes and the
      principal amounts or Notional Amount, as applicable, and number of such
      Notes.

     


      (c)  Every
        Note presented or surrendered for registration of transfer or exchange shall
        be
        duly endorsed by, or be accompanied by a written instrument of transfer in
        form
        satisfactory to the Indenture Trustee duly executed by the holder of the
        Notes
        thereof or such holder’s attorney duly authorized in writing, with such
        signature guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Note Registrar, which requirements include membership
        or
        participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such
        other “signature guarantee program” as may be determined by the Note Registrar
        in addition to, or in substitution for, STAMP, all in accordance with the
        Exchange Act.


     


      (d)  No
        service charge shall be made to a holder of the Notes for any registration
        of
        transfer or exchange of Notes, but the Indenture Trustee may require payment
        of
        a sum sufficient to cover any tax or other governmental charge that may be
        imposed in connection with any registration of transfer or exchange of Notes,
        other than exchanges pursuant to Section 2.03 or 9.06 not involving any
        transfer.


     


      (e)  On
        the
        Closing Date, the Issuer will execute and the Indenture Trustee will, upon
        Issuer Order, authenticate one or more Global Notes in an aggregate principal
        amount (or, in the case of the Class A-IO Notes, an aggregate Notional Amount)
        that shall equal the applicable Original Principal Balance for each Class
        of
        Notes.


     

    The
      Global Notes, pursuant to the Depository’s instructions, shall be delivered by
      the Administrator on behalf of the Depository to and deposited with the DTC
      Custodian, and shall be registered in the name of Cede & Co. and shall bear
      a legend substantially to the following effect:

     

    “Unless
      this Note is presented by an authorized representative of The Depository Trust
      Company, a New York corporation (“DTC”), to the Issuer or its agent for
      registration of transfer, exchange or payment, and any Note issued is registered
      in the name of Cede & Co. or in such other name as is requested by an
      authorized representative of DTC (and any payment is made to Cede & Co. or
      to such other entity as is requested by an authorized representative of DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
      an interest herein.”

     

    The
      Global Notes may be deposited with such other Depository as the Administrator
      may from time to time designate, and shall bear such legend as may be
      appropriate; provided
      that
      such successor Depository maintains a book-entry system that qualifies to be
      treated as “registered form” under Section 163(f) of the Code.

     

    The
      Issuer and the Indenture Trustee are hereby authorized to execute and deliver
      a
      Note Depository Agreement with the Depository relating to the Global
      Notes.

     


      (f)  With
        respect to Notes registered in the Note Register in the name of Cede & Co.,
        as nominee of the Depository, the Administrator, the Back-Up Administrator,
        the
        Owner Trustee and the Indenture Trustee shall have no responsibility or
        obligation to Participants or Indirect Participants or Beneficial Owners
        for
        which the Depository holds Notes from time to time as a Depository. Without
        limiting the immediately preceding sentence, the Administrator, the Back-Up
        Administrator, the Owner Trustee and the Indenture Trustee shall have no
        responsibility or obligation with respect to (a) the accuracy of the records
        of
        the Depository, Cede & Co., or any Participant or Indirect Participant or
        Beneficial Owners with respect to the ownership interest in the Notes, (b)
        the
        delivery to any Participant or Indirect Participant or any other Person,
        other
        than a registered Noteholder, (c) the payment to any Participant or Indirect
        Participant or any other Person, other than a registered Noteholder as shown
        in
        the Note Register, of any amount with respect to any distribution of principal
        or interest on the Notes or (d) the making of book-entry transfers among
        Participants of the Depository with respect to Notes registered in the Note
        Register in the name of the nominee of the Depository. No Person other than
        a
        registered Noteholder as shown in the Note Register shall receive a Note
        evidencing such Note.


     


      (g)  Upon
        delivery by the Depository to the Indenture Trustee of written notice to
        the
        effect that the Depository has determined to substitute a new nominee in
        place
        of Cede & Co., and subject to the provisions hereof with respect to the
        payment of distributions by the mailing of checks or drafts to the registered
        Noteholder appearing as registered owners in the Note Register on a Record
        Date,
        the name “Cede & Co.” in this Indenture shall refer to such new nominee of
        the Depository.


     


      (h)  Subject
        to the preceding paragraphs, upon surrender for registration of transfer
        of any
        Note at the office of the Note Registrar and, upon satisfaction of the
        conditions set forth below, the Issuer shall execute in the name of the
        designated transferee or transferees, a new Note of the same principal balance
        or Notional Amount and dated the date of authentication by the Indenture
        Trustee. The Note Registrar shall notify the Administrator and the Indenture
        Trustee of any such transfer. 


     


       

       

       

       


     

     


      No
        Note
        may be acquired directly or indirectly by a fiduciary of, on behalf of, or
        with
“Plan Assets” (within the meaning of Section 2510.3-101 of the U.S. Department
        of Labor regulations (the “Plan Asset Regulation”)) of, an “employee benefit
        plan” as defined in Section 3(3) of ERISA, a “plan” within the meaning of
        Section 4975 of the Code or any other entity whose underlying assets include
        Plan Assets by reason of any plan’s investment in the entity, which is subject
        to Title I of ERISA or Section 4975 of the Code (a “Plan”), unless (i) such Note
        is rated investment grade or better as of the date of purchase, (ii) the
        transferee of the Note believes that the Note is properly treated as
        indebtedness without substantial equity features for purposes of the Plan
        Asset
        Regulation and agrees to so treat such Note and (iii) the acquisition and
        holding of the Note do not result in a violation of the prohibited transaction
        rules of ERISA or Section 4975 of the Code (A) because it is covered by an
        applicable exemption, including Prohibited Transaction Class Exemption 96-23,
        95-60, 91-38, 90-1 or 84-14, or (B) by reason of the Trust, the Administrator,
        the Back-up Administrator, the Underwriters, the Servicers, the Indenture
        Trustee, the Owner Trustee, any other provider of credit support or any of
        their
        affiliates not being a “Party in Interest” (within the meaning of Section 3(14)
        of ERISA) with respect to such Plan. Any transferee of a Note shall be deemed
        to
        have represented that such transferee is acquiring a Note in conformance
        with
        the requirements of the preceding sentence.


     

    The
      Indenture Trustee shall have no obligation or duty to monitor, determine or
      inquire as to compliance with any restrictions on transfer imposed under this
      Indenture or under applicable law with respect to any transfer of any interest
      in any Note (including any transfers between or among Participants, members
      or
      Beneficial Owners in any Note) other than to require delivery of such
      certificates and other documentation or evidence as are expressly required
      by,
      and to do so if and when expressly required by, the terms of this Indenture,
      and
      to examine the same to determine substantial compliance as to form with the
      express requirements hereof.

     

    SECTION
      2.05  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If
      (i) any mutilated Note is surrendered to the Indenture Trustee, or the
      Indenture Trustee receives evidence to its satisfaction of the destruction,
      loss
      or theft of any Note, and (ii) there is delivered to the Indenture Trustee
      such security or indemnity as may be required by it to hold the Issuer and
      the
      Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
      Note Registrar or the Indenture Trustee that such Note has been acquired by
      a
      bona fide purchaser, and provided that the requirements of Section 8-405 of
      the UCC are met, the Issuer shall execute and upon its request the Indenture
      Trustee shall authenticate and deliver, in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within 15 days shall be due and payable instead of issuing a
      replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
      so
      due or payable without surrender thereof. If, after the delivery of such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a bona fide purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuer and the Indenture Trustee shall be entitled to recover
      such replacement Note (or such payment) from the Person to whom it was delivered
      or any Person taking such replacement Note from such Person to whom such
      replacement Note was delivered or any assignee of such Person, except a bona
      fide purchaser, and shall be entitled to recover upon the security or indemnity
      provided therefor to the extent of any loss, damage, cost or expense incurred
      by
      the Issuer or the Indenture Trustee in connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section, the Issuer may require
      the
      payment by the holder of the Notes thereof of a sum sufficient to cover any
      tax
      or other governmental charge that may be imposed in relation thereto and any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    SECTION
      2.06  Persons
      Deemed Owner.
      Prior
      to due presentment for registration of transfer of any Note, the Issuer, the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name any Note is registered (as of the day of determination)
      as the owner of such Note for the purpose of receiving payments of principal
      of
      (with respect to each Class of Notes other than the Class A-IO Notes) and
      interest on such Note and for all other purposes whatsoever, whether or not
      such
      Note be overdue, and neither the Issuer or the Indenture Trustee nor any agent
      of the Issuer or the Indenture Trustee shall be affected by notice to the
      contrary.

     


      SECTION
        2.07  Payment
        of Principal and Interest; Defaulted Interest.
        (a)  Each
        Class of Notes shall accrue interest as provided in the applicable form of
        such
        Class set forth in Exhibits A-1 through A-9 respectively, and such interest
        accrued on each Class of Notes shall be payable on each applicable Distribution
        Date as specified therein and in the order set forth in Section 8.02 hereof,
        subject to Section 3.01. Interest shall accrue on each Class of Auction Rate
        Notes as described in Appendix B hereto. Any installment of interest or
        principal, if any, with respect to each Class of Notes payable on any applicable
        Note which is punctually paid or duly provided for by the Issuer on the
        applicable Distribution Date shall be paid to the Person in whose name such
        Note
        (or one or more Predecessor Notes) is registered on the Record Date by check
        mailed first-class, postage prepaid to such Person’s address as it appears on
        the Note Register on such Record Date, except that, unless Definitive Notes
        have
        been issued pursuant to Section 2.12, with respect to Notes registered on
        the
        Record Date in the name of the nominee of the Clearing Agency (initially,
        such
        nominee to be Cede & Co.), payment will be made by wire transfer in
        immediately available funds to the account designated by such nominee and
        except
        for the final installment of principal payable with respect to such Note
        on a
        Distribution Date or on the applicable Note Final Maturity Date which shall
        be
        payable as provided below. The funds represented by any such checks returned
        undelivered shall be held in accordance with Section 3.03.


     


      (b)  The
        principal of each Note (other than the Class A-IO Notes) shall be payable
        in
        installments on each Distribution Date as provided in the applicable form
        of
        Note set forth in Exhibits A-1 through A-9, respectively, to the extent the
        amount of funds required and available to be distributed in respect of principal
        on such Class of Notes pursuant to the terms of this Indenture; provided,
        however,
        the
        entire unpaid principal amount of each Class of Notes, other than the Class
        A-IO
        Notes, shall be due and payable on its respective Final Maturity Date.
        Notwithstanding the foregoing, the entire unpaid principal amount of the
        Notes,
        other than the Class A-IO Notes, shall be due and payable, if not previously
        paid, on the date on which an Event of Default shall have occurred and is
        continuing, if the Indenture Trustee or the Interested Noteholders holding
        a
        majority of the Outstanding Amount of the related Classes of Notes have declared
        the Notes to be immediately due and payable in the manner provided in
        Section 5.02. All principal payments on each Class of Class A Notes, other
        than the Class A-IO Notes, shall be made pro rata
        to the
        holders of such Class of Notes entitled thereto. All principal payments on
        each
        Class of Auction Rate Notes shall be made as described in Appendix B hereto.
        The
        Indenture Trustee shall notify the Person in whose name a Note is registered
        at
        the close of business on the Record Date preceding the Distribution Date
        on
        which the Issuer expects that the final installment of principal of and interest
        on any Class of Notes, other than the Class A-IO Notes, will be paid. Such
        notice shall be mailed or transmitted by facsimile prior to such final
        Distribution Date and shall specify that such final installment will be payable
        only upon presentation and surrender of such Note and shall specify the place
        where such Note may be presented and surrendered for payment of such
        installment.


     

    (c)  If
      the
      Issuer defaults in a payment of interest on any Class of the Notes, the Issuer
      shall pay defaulted interest (plus interest on such defaulted interest to the
      extent lawful) at the applicable Note Interest Rate in any lawful manner. The
      Issuer shall pay such defaulted interest to the persons who are holders of
      such
      Class or Classes of Notes on a subsequent special record date, which date shall
      be at least three Business Days prior to the payment date. The Issuer shall
      fix
      or cause to be fixed any such special record date and payment date, and, at
      least 15 days before any such special record date, the Issuer shall mail to
      each
      holder of the affected Class or Classes of Notes and the Indenture Trustee
      a
      notice that states the special record date, the payment date and the amount
      of
      defaulted interest to be paid.

     

    SECTION
      2.08  Cancellation.
      All
      Notes surrendered for payment, registration of transfer or exchange shall,
      if
      surrendered to any Person other than the Indenture Trustee, be delivered to
      the
      Indenture Trustee and shall be promptly cancelled by the Indenture Trustee.
      The
      Issuer may at any time deliver to the Indenture Trustee for cancellation any
      Notes previously authenticated and delivered hereunder which the Issuer may
      have
      acquired in any manner whatsoever, and all Notes so delivered shall be promptly
      cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu
      of
      or in exchange for any Notes cancelled as provided in this Section, except
      as
      expressly permitted by this Indenture. All cancelled Notes may be held or
      disposed of by the Indenture Trustee in accordance with its standard retention
      or disposal policy as in effect at the time, unless the Issuer shall direct
      by
      an Issuer Order that they be returned to it and so long as such Issuer Order
      is
      timely and the Notes have not been previously disposed of by the Indenture
      Trustee.

     

    SECTION
      2.09  Release
      of Collateral.
      Subject
      to Section 11.01 and the terms of the Basic Documents, the Indenture
      Trustee shall release property from the lien of this Indenture only upon receipt
      of an Issuer Request accompanied by an Officers’ Certificate of the
      Issuer.

     

    SECTION
      2.10  Book-Entry
      Notes.
      The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      representing the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such
      Notes shall initially be registered on the Note Register in the name of Cede
      & Co., the nominee of the initial Clearing Agency, and no Note Owner will
      receive a Definitive Note (as defined below) representing such Note Owner’s
      interest in such Note, except as provided in Section 2.12. Unless and until
      definitive, fully registered Notes (the “Definitive Notes”) have been issued to
      Note Owners pursuant to Section 2.12:

     

    (i)  the
      provisions of this Section shall be in full force and effect;

     

    (ii)  the
      Note
      Registrar and the Indenture Trustee may deal with the Clearing Agency for all
      purposes (including the payment of principal of and interest and other amounts
      on the Notes) as the authorized representative of the Note Owners;

     

    (iii)  to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Indenture, the provisions of this Section shall control;

     

    (iv)  the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
      to the Note Depository Agreements. Unless and until Definitive Notes are issued
      pursuant to Section 2.12, the initial Clearing Agency will make book-entry
      transfers among the Clearing Agency Participants and receive and transmit
      payments of principal of and interest and other amounts on the Notes to such
      Clearing Agency Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of the holders of the Notes evidencing a specified percentage
      of
      the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to
      represent such percentage only to the extent that it has received instructions
      to such effect from Note Owners and/or Clearing Agency Participants owning
      or
      representing, respectively, such required percentage of the beneficial interest
      in the Notes and has delivered such instructions to the Indenture
      Trustee.

     

    SECTION
      2.11  Notices
      to Clearing Agency.
      Whenever a notice or other communication to the holders of the Notes is required
      under this Indenture, unless and until Definitive Notes shall have been issued
      to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give
      all such notices and communications specified herein to be given to the holders
      of the Notes to the Clearing Agency.

     

    SECTION
      2.12  Definitive
      Notes.
      If
      (i) the Administrator advises the Indenture Trustee in writing that the
      Clearing Agency is no longer willing or able to properly discharge its
      responsibilities with respect to the Notes, and the Administrator is unable
      to
      locate a qualified successor, (ii) circumstances change so that the book-entry
      system through the Clearing Agency is less advantageous due to economic or
      administrative burden or the use of the book-entry system becomes unlawful
      with
      respect to the Notes or the Issuer notifies the Indenture Trustee in writing
      that because of the change in circumstances the Issuer is terminating the
      book-entry system with respect to the Notes or (iii) after the occurrence of
      an
      Event of Default, Note Owners representing beneficial interests aggregating
      at
      least a majority of the Outstanding Amount of such Class of Notes advise the
      Clearing Agency (which shall then notify the Indenture Trustee) in writing
      that
      the continuation of a book-entry system through the Clearing Agency is no longer
      in the best interests of the Note Owners of such Class of Notes, then the
      Indenture Trustee will cause the Clearing Agency to notify all Note Owners
      of
      such Class of Notes, through the Clearing Agency, of the occurrence of any
      such
      event and of the availability of Definitive Notes to such Note Owners requesting
      the same. Upon surrender to the Indenture Trustee of the typewritten Notes
      representing the Book-Entry Notes by the Clearing Agency, accompanied by
      registration instructions, the Issuer shall execute and the Indenture Trustee
      shall authenticate the Definitive Notes in accordance with the instructions
      of
      the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
      Trustee shall be liable for any delay in delivery of such instructions and
      may
      conclusively rely on, and shall be protected in relying on, such instructions.
      Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize
      the
      holders of the Definitive Notes as the Noteholders for such Class of
      Notes.

     

    SECTION
      2.13  Tax
      Treatment.
      The
      Issuer has entered into this Indenture, and the Notes will be issued, with
      the
      intention that, for federal, state and local income, business and franchise
      tax
      purposes, the Notes will qualify as indebtedness of the Issuer. The Issuer,
      by
      entering into this Indenture, and each Noteholder, by its acceptance of its
      Note, agree to treat the Notes for federal, state and local income, business
      and
      franchise tax purposes as indebtedness of the Issuer.

     

    ARTICLE
      III

     

    Covenants

     


      SECTION
        3.01  Payment
        to Noteholders.
        The
        Issuer will duly and punctually pay the principal of and interest owing on
        each
        Class of Notes (and in the case of Class A-IO Notes, interest and Prepayment
        Penalties) pursuant to the terms of this Indenture. Without limiting the
        foregoing, subject to Section 8.02, the Issuer will cause to be distributed
        to
        the holders of each Class of Notes that portion of the amounts on deposit
        in the
        Trust Accounts on a Distribution Date, to which the holders of each Class
        of
        Notes are entitled to receive pursuant to the terms of this Indenture. Amounts
        properly withheld under the Code by any Person from a payment to any holder
        of
        the Notes of interest on and/or principal of shall be considered as having
        been
        paid by the Issuer to such holder of the applicable Notes for all purposes
        of
        this Indenture. The Notes will be non-recourse obligations of the Issuer
        and
        shall be limited in right of payment to amounts available from the Indenture
        Trust Estate as provided in this Indenture and the Issuer shall not be otherwise
        liable on the Notes.


     

    SECTION
      3.02  Maintenance
      of Office or Agency.
      The
      Issuer will maintain in the Borough of Manhattan, The City of New York, an
      office or agency where Notes may be surrendered for registration of transfer
      or
      exchange. The Issuer hereby initially designates U.S. Bank National Association,
      U.S. Bank Trust New York, 100 Wall Street, Suite 1600, New York, New York 10005
      to serve as its agent for the foregoing purposes. The Issuer will give prompt
      written notice to the Indenture Trustee of the location, and of any change
      in
      the location, of any such office or agency. If at any time the Issuer shall
      fail
      to maintain any such office or agency or shall fail to furnish the Indenture
      Trustee with the address thereof, such surrenders may be made or served at
      the
      Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
      as
      its agent to receive all such surrenders in respect of the Notes.

     

    SECTION
      3.03  Money
      for Payments To Be Held in Trust.
      As
      provided in Section 8.02, all payments of amounts due and payable with respect
      to any Notes that are to be made from amounts distributed from the Collection
      Account or any other Trust Account pursuant to Section 8.02 shall be made
      on behalf of the Issuer by the Indenture Trustee or by another Paying Agent,
      and
      no amounts so distributed from the Collection Account for payments of Notes
      shall be paid over to the Issuer except as provided in this Section. The
      Indenture Trustee is hereby appointed as the initial “Paying Agent” hereunder
      and the Indenture Trustee hereby accepts such appointment.

     

    On
      or
      before the Business Day next preceding each Distribution Date, the Issuer shall
      distribute or cause to be distributed to the Indenture Trustee (or any other
      Paying Agent) an aggregate sum sufficient to pay the amounts then becoming
      due
      under each Class of the Notes, such sum to be held in trust for the benefit
      of
      the Persons entitled thereto and (unless the Paying Agent is the Indenture
      Trustee) shall promptly notify the Indenture Trustee of its action or failure
      so
      to act.

     

    The
      Issuer will cause each Paying Agent other than the Indenture Trustee to execute
      and deliver to the Indenture Trustee an instrument in which such Paying Agent
      shall agree with the Indenture Trustee (and if the Indenture Trustee acts as
      Paying Agent, it hereby so agrees), subject to the provisions of this Section,
      that such Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to each Class of
      the
      Notes in trust for the benefit of the Persons entitled thereto until such sums
      shall be paid to such Persons or otherwise disposed of as herein provided and
      pay such sums to such Persons as herein provided;

     

    (ii)  give
      the
      Indenture Trustee notice of any default by the Issuer of which it has actual
      knowledge (or any other obligor upon the Notes) in the making of any payment
      required to be made with respect to any Class of Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in
      trust by such Paying Agent;

     

    (iv)  immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by it in trust for the payment of each applicable Class of Notes if at
      any
      time it ceases to meet the standards required to be met by a Paying Agent at
      the
      time of its appointment; and

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Class of the Notes of any applicable withholding
      taxes imposed thereon and with respect to any applicable reporting requirements
      in connection therewith.

     

    The
      Administrator may at any time, for the purpose of obtaining the satisfaction
      and
      discharge of this Indenture or for any other purpose, by written order direct
      any Paying Agent to pay to the Indenture Trustee all sums held in trust by
      such
      Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
      as those upon which the sums were held by such Paying Agent; and upon such
      payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
      be
      released from all further liability with respect to such money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for two years after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuer on Issuer Request; and the holder of such Notes thereof shall
      thereafter, as an unsecured general creditor, look only to the Issuer for
      payment thereof (but only to the extent of the amounts so paid to the Issuer),
      and all liability of the Indenture Trustee or such Paying Agent with respect
      to
      such trust money shall thereupon cease; provided,
      however,
      that
      the Indenture Trustee or such Paying Agent, before being required to make any
      such repayment, shall at the expense and direction of the Issuer cause to be
      published once, in a newspaper published in the English language, customarily
      published on each Business Day and of general circulation in The City of New
      York, notice that such money remains unclaimed and that, after a date specified
      therein, which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the Issuer.
      

     

    SECTION
      3.04  Existence.
      The
      Issuer will keep in full effect its existence, rights and franchises as a trust
      under the laws of the State of Delaware (unless it becomes, or any successor
      Issuer hereunder is or becomes, organized under the laws of any other State
      or
      of the United States of America, in which case the Issuer will keep in full
      effect its existence, rights and franchises under the laws of such other
      jurisdiction) and will obtain and preserve its qualification to do business
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Indenture, the Notes, the
      Collateral and each other instrument or agreement included in the Indenture
      Trust Estate.

     

    SECTION
      3.05  Protection
      of Indenture Trust Estate.
      The
      Issuer will from time to time execute and deliver all such supplements and
      amendments hereto and all such financing statements, continuation statements,
      instruments of further assurance and other instruments, and will take such
      other
      action necessary or advisable to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)  enforce
      any of the Collateral; or

     

    (iv)  preserve
      and defend title to the Indenture Trust Estate and the rights of the Indenture
      Trustee, and the holders of the Notes in such Indenture Trust Estate against
      the
      claims of all persons and parties.

     

    The
      Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
      to
      execute any financing statement, continuation statement or other instrument
      required to be executed pursuant to this Section.

     

    SECTION
      3.06  Opinions
      as to Indenture Trust Estate.
      (a)  On
      the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion
      of Counsel either stating that, in the opinion of such counsel, such action
      has
      been taken with respect to the recording and filing of this Indenture, any
      indentures supplemental hereto, and any other requisite documents, and with
      respect to the execution and filing of any financing statements and continuation
      statements, as are necessary to perfect and make effective the lien and security
      interest of this Indenture and reciting the details of such action, or stating
      that, in the opinion of such counsel, no such action is necessary to make such
      lien and security interest effective.

     


      (b)  On
        or
        before April 30 in each calendar year, beginning in 200_, the Issuer shall
        furnish to the Indenture Trustee an Opinion of Counsel either stating that,
        in
        the opinion of such counsel, such action has been taken with respect to the
        recording, filing, re-recording and refiling of this Indenture, any indentures
        supplemental hereto and any other requisite documents and with respect to
        the
        execution and filing of any financing statements and continuation statements
        as
        is necessary to maintain the lien and security interest created by this
        Indenture and reciting the details of such action or stating that in the
        opinion
        of such counsel no such action is necessary to maintain such lien and security
        interest. Such Opinion of Counsel shall also describe the recording, filing,
        re-recording and refiling of this Indenture, any indentures supplemental
        hereto
        and any other requisite documents and the execution and filing of any financing
        statements and continuation statements that will, in the opinion of such
        counsel, be required to maintain the lien and security interest of this
        Indenture until April 30 in the following calendar year.


     

    SECTION
      3.07  Performance
      of Obligations; Servicing of Financed Student Loans.
      (a)  The
      Issuer will not take any action and will use its best efforts not to permit
      any
      action to be taken by others that would release any Person from any of such
      Person’s material covenants or obligations under any instrument or agreement
      included in the Indenture Trust Estate or that would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any such instrument or agreement, except as
      expressly provided in this Indenture or the other Basic Documents.

     

    (b)  Although
      the Issuer will contract with other Persons to assist it in performing its
      duties under this Indenture, any performance of such duties by a Person
      identified to the Indenture Trustee in an Officers’ Certificate of the Issuer
      shall be deemed to be action taken by the Issuer. Initially, the Issuer has
      contracted with the Servicers and the Administrator to assist the Issuer in
      performing its duties under this Indenture.

     


      (c)  The
        Issuer will enforce all of its rights under this Indenture and the Basic
        Documents, including, without limitation, enforcing the covenants and agreements
        of the Depositor in the Deposit and Sale Agreement (including covenants to
        the
        effect that the Depositor will enforce covenants against the Sellers under
        the
        Student Loan Purchase Agreements), and will punctually perform and observe
        all
        of its obligations and agreements contained in this Indenture, the other
        Basic
        Documents and in the instruments and agreements included in the Indenture
        Trust
        Estate, including filing or causing to be filed all UCC financing statements
        and
        continuation statements required to be filed by the terms of this Indenture
        in
        accordance with and within the time periods provided for herein and therein.
        Except as otherwise expressly provided therein, the Issuer shall not waive,
        amend, modify, supplement or terminate any Basic Document or any provision
        thereof without the consent of the Indenture Trustee and the Interested
        Noteholders holding a majority of the Outstanding Amount of the related Classes
        of Notes.


     


      (d)  If
        the
        Issuer shall have knowledge of the occurrence of a Servicer Default, an
        Administrator Default or a Back-up Administrator Default, the Issuer shall
        promptly notify the Indenture Trustee and the Rating Agencies thereof, and
        shall
        specify in such notice the action, if any, the Issuer is taking with respect
        to
        such default. If a Servicer Default shall arise from the failure of a Servicer
        to perform any of its duties or obligations under the Servicing Agreement,
        or an
        Administrator Default shall arise from the failure of the Administrator to
        perform any of its duties or obligations under the Administration Agreement,
        or
        a Back-up Administrator Default shall arise from the failure of the Back-up
        Administrator to perform any of its duties or obligations under the Back-up
        Administration Agreement, as the case may be, with respect to the Financed
        Student Loans, the Issuer shall take all reasonable steps available to it
        to
        enforce its rights under the Basic Documents in respect of such
        failure.


     


      (e)  Upon
        any
        partial or complete termination of a Servicer’s rights and powers pursuant to a
        Servicing Agreement, or any termination of the Administrator’s rights and powers
        pursuant to the Administration Agreement, or any termination of the Back-up
        Administrator’s rights and powers pursuant to the Back-up Administration
        Agreement, as the case may be, the Issuer shall promptly notify the Indenture
        Trustee and the Rating Agencies. As soon as a successor Servicer, a successor
        Administrator, or a successor Back-up Administrator is appointed, the Issuer
        shall notify the Indenture Trustee and the Rating Agencies of such appointment,
        specifying in such notice the name and address of such Successor Servicer,
        such
        Successor Administrator or such Back-up Administrator.


     


      (f)  Without
        derogating from the absolute nature of the assignment granted to the Indenture
        Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
        the Issuer agrees that it will not, without the prior written consent of
        the
        Indenture Trustee and the Interested Noteholders holding a majority of the
        Outstanding Amount of the Related Classes of Notes, amend, modify, waive,
        supplement, terminate or surrender, or agree to any amendment, modification,
        supplement, termination, waiver or surrender of, the terms of any Collateral
        or
        the Basic Documents, except to the extent otherwise provided therein, or
        waive
        timely performance or observance by a Servicer, the Administrator, the Back-up
        Administrator, the Depositor, the Issuer or the Owner Trustee under the Basic
        Documents; provided,
        however,
        that no
        such amendment shall (i) increase or reduce in any manner the amount of,
        or
        accelerate or delay the timing of, collections of payments with respect to
        Student Loans or distributions that shall be required to be made for the
        benefit
        of the holders of Notes, (ii) amend the aforesaid percentage of the Outstanding
        Amount of the related Class or Classes of Notes, which are required to consent
        to any such amendment, without the consent of all outstanding holders of
        all
        Classes of Notes affected by such amendment. If any such amendment,
        modification, supplement or waiver shall be so consented to by the Indenture
        Trustee and such holders of the Notes, the Issuer agrees, promptly following
        a
        request by the Indenture Trustee to do so, to execute and deliver, in its
        own
        name and at its own expense, such agreements, instruments, consents and other
        documents as the Indenture Trustee may deem necessary or appropriate in the
        circumstances.


     

    SECTION
      3.08  Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Issuer shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture or any other Basic Document, sell,
      transfer, exchange or otherwise dispose of any of the properties or assets
      of
      the Issuer, including those included in the Indenture Trust Estate, unless
      directed to do so by the Indenture Trustee pursuant to the terms hereof;


     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the applicable Notes (other than amounts properly withheld from
      such
      payments under the Code or applicable state law) or assert any claim against
      any
      present or former holder of the Notes by reason of the payment of the taxes
      levied or assessed upon any part of the Indenture Trust Estate; or

     


      (iii)  (A) permit
        the validity or effectiveness of this Indenture to be impaired, or permit
        the
        lien of this Indenture to be amended, hypothecated, subordinated, terminated
        or
        discharged, or permit any Person to be released from any covenants or
        obligations with respect to the Notes under this Indenture except as may
        be
        expressly permitted hereby or thereby, (B) permit any lien, charge, excise,
        claim, security interest, mortgage or other encumbrance (other than the lien
        of
        this Indenture) to be created on or extend to or otherwise arise upon or
        burden
        the Indenture Trust Estate or any part thereof or any interest therein or
        the
        proceeds thereof (other than tax liens and other liens that arise by operation
        of law, in each case arising solely as a result of an action or omission
        of the
        related Obligor, and other than as expressly permitted by the Basic Documents)
        or (C) permit the lien of this Indenture not to constitute a valid first
        priority (other than with respect to any such tax or other lien) security
        interest in the Indenture Trust Estate.


     

    SECTION
      3.09  Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee, on or before ___________ 15 of
      each year, commencing ____________ 15, 20__, an Officers’ Certificate of the
      Issuer stating that:

     

    (i)  a
      review
      of the activities of the Issuer during the previous calendar year and of
      performance under this Indenture has been made under such Authorized Officers’
supervision; and

     

    (ii)  to
      the
      best of such Authorized Officers’ knowledge, based on such review, the Issuer
      has complied with all conditions and covenants under this Indenture throughout
      such year, or, if there has been a default in the compliance of any such
      condition or covenant, specifying each such default known to such Authorized
      Officers and the nature and status thereof.

     

    SECTION
      3.10  Issuer
      May Consolidate, etc., Only on Certain Terms.
      (a)  The
      Issuer shall not consolidate or merge with or into any other Person
      unless:

     


      (i)  the
        Person (if other than the Issuer) formed by or surviving such consolidation
        or
        merger shall be a Person organized and existing under the laws of the United
        States of America or any State and shall expressly assume, by an indenture
        supplemental hereto, executed and delivered to the Indenture Trustee, in
        form
        satisfactory to the Indenture Trustee, the due and punctual payment of the
        principal of and interest on each Class of Notes, and the performance or
        observance of every agreement and covenant of this Indenture and the other
        Basic
        Documents on the part of the Issuer to be performed or observed, all as provided
        herein and therein;


     

    (ii)  immediately
      after giving effect to such transaction, no Default shall have occurred and
      be
      continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee) to the effect that such transaction
      will not have any material adverse Federal tax consequence to the Issuer, any
      holder of the Notes or any holder of the Certificates;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of
      the Issuer and an Opinion of Counsel each stating that such consolidation or
      merger and such supplemental indenture comply with this Article III and that
      all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with.

     

    (b)  The
      Issuer shall not convey or transfer all or substantially all its properties
      or
      assets, including those included in the Indenture Trust Estate, to any Person
      unless:

     


      (i)  the
        Person that acquires by conveyance or transfer the properties and assets
        of the
        Issuer the conveyance or transfer of which is hereby restricted shall (A)
        be a
        United States citizen or a Person organized and existing under the laws of
        the
        United States of America or any State, (B) expressly assume, by an indenture
        supplemental hereto, executed and delivered to the Indenture Trustee, in
        form
        satisfactory to the Indenture Trustee, the due and punctual payment of the
        principal of and interest on each Class of Notes and the performance or
        observance of every agreement and covenant of this Indenture and the other
        Basic
        Documents on the part of the Issuer to be performed or observed, all as provided
        herein and therein, (C) expressly agree by means of such supplemental indenture
        that all right, title and interest so conveyed or transferred shall be subject
        and subordinate to the rights of holders of the Notes and (D) unless otherwise
        provided in such supplemental indenture, expressly agree to indemnify, defend
        and hold harmless the Issuer against and from any loss, liability or expense
        arising under or related to this Indenture and the Notes;


     

    (ii)  immediately
      after giving effect to such transaction, no Default shall have occurred and
      be
      continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee) to the effect that such transaction
      will not have any material adverse Federal tax consequence to the Issuer, any
      holder of the Notes or any holder of the Certificates;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of
      the Issuer and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with.

     

    SECTION
      3.11  Successor
      or Transferee.
      (a)  Upon
      any consolidation or merger of the Issuer in accordance with Section 3.10(a),
      the Person formed by or surviving such consolidation or merger (if other than
      the Issuer) shall succeed to, and be substituted for, and may exercise every
      right and power of, the Issuer under this Indenture with the same effect as
      if
      such Person had been named as the Issuer herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section 3.10(b), The National Collegiate Student Loan Trust 200_-_ will
      be released from every covenant and agreement of this Indenture to be observed
      or performed on the part of the Issuer with respect to the Notes immediately
      upon the delivery by the Issuer of written notice to the Indenture Trustee
      stating that The National Collegiate Student Loan Trust 200_-_ is to be so
      released.

     

    SECTION
      3.12  No
      Other Business.
      The
      Issuer shall not engage in any business other than financing, purchasing,
      owning, selling and servicing the Financed Student Loans and making Additional
      Fundings in the manner contemplated by this Indenture and the other Basic
      Documents and activities incidental thereto.

     

    SECTION
      3.13  No
      Borrowing.
      The
      Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any indebtedness except for the Notes.

     


      SECTION
        3.14  Disposing
        of Financed Student Loans.
        Other
        than pursuant to Article V, Financed Student Loans may only be sold,
        transferred, exchanged or otherwise disposed of by the Indenture Trustee
        free
        from the lien of this Indenture (i) for transfer to a Guarantee Agency pursuant
        to the terms of the applicable Guarantee Agreement; (ii) to a Seller or the
        Depositor in accordance with the applicable Student Loan Purchase Agreement
        or
        the Deposit and Sale Agreement; or (iii) to a Servicer in and, in each case,
        if
        the Indenture Trustee is provided with the following:


     


      (a)  an
        Issuer
        Order stating the sale price and directing that Financed Student Loans be
        sold,
        transferred or otherwise disposed of and delivered to a transferee whose
        name
        shall be specified; and


     


      (b)  a
        certificate signed by an Authorized Officer of the Issuer to the effect that
        the
        disposition price is equal to or in excess of the amount required by the
        applicable Guarantee Agreement in the case of clause (i), by the applicable
        Student Loan Purchase Agreement in the case of clause (ii), or by the applicable
        Servicing Agreement in the case of clause (iii).


     


      Subject
        to the provisions of this Indenture and except for sales of Financed Student
        Loans pursuant to this Section 3.14, the Indenture Trustee shall release
        property from the lien of this Indenture only upon receipt of an Issuer Order,
        an Opinion of Counsel and independent certificates in accordance with TIA
        Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such
        independent certificates to the effect that the TIA does not require any
        such
        independent certificates.


     


      Each
        Noteholder, by the acceptance of a Note, acknowledges that from time to time
        the
        Indenture Trustee shall release the lien of this Indenture on any Financed
        Student Loan to be sold pursuant to this Section 3.14, and each Noteholder,
        by
        the acceptance of a Note, consents to any such release.


     


      The
        Indenture Trustee, as a third-party beneficiary under the Student Loan Purchase
        Agreements entered into by the Depositor, who has assigned its entire right,
        title and interest in such Student Loan Purchase Agreements to the Issuer
        pursuant to the terms of the Deposit and Sale Agreement, shall have the right
        to
        request the repurchase of loans by the applicable Seller or the Depositor,
        as
        the case may be, together with any indemnity payments due thereunder upon
        the
        conditions and subject to the provisions contained in the Student Loan Purchase
        Agreements. The Indenture Trustee shall make such a request to the applicable
        Seller under the related Student Loan Purchase Agreement or the Depositor
        under
        the Deposit and Sale Agreement, as the case may be, to repurchase and, as
        the
        case may be, pay any indemnity amounts due with respect to certain specific
        loans pursuant to the Student Loan Purchase Agreements or the Deposit and
        Sale
        Agreement, as applicable, if (i) a Responsible Officer of the Indenture Trustee
        has actual knowledge that the conditions precedent to such a repurchase or
        indemnity obligation with respect to such loans have been satisfied; (ii)
        the
        Indenture Trustee has notified the Issuer in writing that such conditions
        have
        been satisfied; and (iii) the Issuer has not exercised its right to request
        the
        repurchase or indemnity of the applicable loans by the applicable Seller
        or the
        Depositor, as the case may be, within 10 days after receiving written notice
        from the Indenture Trustee.


     


      SECTION
        3.15  Guarantees,
        Loans, Advances and Other Liabilities.
        Except
        as contemplated by this Indenture or the other Basic Documents, the Issuer
        shall
        not make any loan or advance or credit to, or guarantee (directly or indirectly
        or by an instrument having the effect of assuring another’s payment or
        performance on any obligation or capability of so doing or otherwise), endorse
        or otherwise become contingently liable, directly or indirectly, in connection
        with the obligations, stocks or dividends of, or own, purchase, repurchase
        or
        acquire (or agree contingently to do so) any stock, obligations, assets or
        securities of, or any other interest in, or make any capital contribution
        to,
        any other Person.


     

    SECTION
      3.16  Capital
      Expenditures.
      The
      Issuer shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty).

     


      SECTION
        3.17  Restricted
        Payments.
        The
        Issuer shall not, directly or indirectly, (i) pay any dividend or make any
        distribution (by reduction of capital or otherwise), whether in cash, property,
        securities or a combination thereof, to the Owner Trustee or any owner of
        a
        beneficial interest in the Issuer or otherwise with respect to any ownership
        or
        equity interest or security in or of the Issuer or to the Depositor, a Servicer,
        the Administrator or the Back-up Administrator, (ii) redeem, purchase,
        retire or otherwise acquire for value any such ownership or equity interest
        or
        security or (iii) set aside or otherwise segregate any amounts for any such
        purpose; provided,
        however,
        that
        the Issuer may make, or cause to be made, distributions to such persons as
        contemplated by, and to the extent funds are available for such purpose under,
        this Indenture and the other Basic Documents. The Issuer will not, directly
        or
        indirectly, make payments to or distributions from the Collection Account
        except
        in accordance with this Indenture and the other Basic
        Documents.


     


      SECTION
        3.18  Notice
        of Events of Default.
        The
        Issuer shall give the Indenture Trustee and the Rating Agencies prompt written
        notice of each Event of Default hereunder and each default on the part of
        a
        Servicer of its obligations under a Servicing Agreement or the Administrator
        of
        its obligations under the Administration Agreement. In addition, the Issuer
        shall deliver to the Indenture Trustee, within five days after the occurrence
        thereof, written notice in the form of an Officers’ Certificate of the Issuer of
        any event which with the giving of notice and the lapse of time would become
        an
        Event of Default under Section 5.01(iii), its status and what action the
        Issuer is taking or proposes to take with respect thereto.


     


      SECTION
        3.19  Further
        Instruments and Acts.
        Upon
        request of the Indenture Trustee (acting at the direction of the Interested
        Noteholders representing not less than a majority of the Outstanding Amount
        of
        the applicable Classes of Notes), the Issuer will execute and deliver such
        further instruments and do such further acts as may be reasonably necessary
        or
        proper to carry out more effectively the purpose of this
        Indenture.


     


      SECTION
        3.20  Additional
        Covenants.
        The
        Issuer covenants that it will acquire or cause to be acquired Student Loans
        as
        described herein. The Noteholders shall not in any circumstances be deemed
        to be
        the owner or holder of the Financed Student Loans.


     

    The
      Issuer, or its designated agent, shall be responsible for each of the following
      actions:

     

    (a) The
      Issuer, or its designated agent, shall cause the benefits of the Guarantee
      Agreements to flow to the Indenture Trustee.

     


      (b) The
        Indenture Trustee shall have no obligation to administer, service or collect
        the
        loans in the Indenture Trust Estate or to maintain or monitor the
        administration, servicing or collection of such loans.


     


      (c) The
        Issuer shall comply with all United States statutes, rules and regulations
        which
        apply to the Student Loan Programs, the Program Manual and the Student
        Loans.


     


      (d) The
        Issuer shall cause to be diligently enforced and taken all reasonable steps,
        actions and proceedings necessary for the enforcement of all terms, covenants
        and conditions of all Financed Student Loans made and agreements in connection
        therewith, including the prompt payment of all principal and interest payments
        and all other amounts due the Issuer thereunder. The Issuer shall not permit
        the
        release of the obligations of any borrower under any Financed Student Loan
        and
        shall at all times, to the extent permitted by law, cause to be defended,
        enforced, preserved and protected the rights and privileges of the Issuer,
        the
        Indenture Trustee and of the Noteholders under or with respect to each Financed
        Student Loan and agreement in connection therewith.


     


      (e) The
        Issuer shall take all appropriate action to ensure that at the time each
        Student
        Loan becomes a part of the Indenture Trust Estate it shall be free and clear
        from all liens.


     


      (f) The
        Issuer shall diligently enforce, and take all steps, actions and proceedings
        reasonably necessary to protect its rights with respect to each Financed
        Student
        Loan, and to maintain any guarantee (including the Guarantee issued by TERI)
        on
        and to enforce all terms, covenants and conditions of Financed Student Loans,
        including its rights and remedies under the Deposit and Sale Agreement and
        the
        TERI Pledge Fund.


     

    The
      Trustee shall not be deemed to be the designated agent for the purposes of
      this
      Section unless it has agreed in writing to be such agent.

     

    SECTION
      3.21  Covenant
      Regarding Financed Student Loans.
      The
      Issuer hereby covenants that all Student Loans to be acquired hereunder will
      meet the following:

     

    (a) Each
      Student Loan is evidenced by an executed promissory note, which note is a valid
      and binding obligation of the Obligor, enforceable by or on behalf of the holder
      thereof in accordance with its terms, subject to bankruptcy, insolvency and
      other laws relating to or affecting creditors’ rights.

     

    (b) The
      amount of the unpaid principal balance of each Student Loan is due and owing,
      and no counterclaim, offset, defense or right to rescission exists with respect
      to any such Student Loan which can be asserted and maintained or which, with
      notice, lapse of time, or the occurrence or failure to occur of any act or
      event, could be asserted and maintained by the Obligor against the Issuer as
      assignee thereof. The Issuer shall take all reasonable actions to assure that
      no
      maker of a Student Loan has or may acquire a defense to the payment
      thereof.

     

    (c) No
      Student Loan has a payment that is more than 90 days overdue other than such
      Student Loans that, in the aggregate, do not exceed 1.00% of the then aggregate
      outstanding principal amount of the Student Loans.

     

    (d) The
      Issuer has full right, title and interest in each Student Loan free and clear
      of
      all liens, pledges or encumbrances whatsoever.

     

    (e) Each
      Student Loan was made in compliance with all applicable state and federal laws,
      rules and regulations, including, without limitation, all applicable
      nondiscrimination, truth-in-lending, consumer credit and usury
      laws.

     


      (f)
        All
        loan documentation shall be delivered to the applicable Servicer (as custodian
        for the Indenture Trustee) prior to payment of the purchase price of such
        Student Loan.


     

    (g) Each
      Student Loan is accruing interest (whether or not such interest is being paid
      currently by the borrower or is being capitalized), except as otherwise
      expressly permitted by this Indenture.

     

    (h) Each
      Student Loan was originated in conformity with the “loan acceptance criteria”
(including, without limitation, any general policies, eligible borrower
      criteria, creditworthiness criteria and “good credit” criteria) and the “loan
      program terms” (including, without limitation, the loan amount, the interest
      rate and the guaranty fee) (or any similar criteria or terms, however so
      designated, under the applicable Program Manual) contained in the Program Manual
      and otherwise, in substantial conformity with the Program Manual.

     

    (i) Each
      Student Loan is guaranteed by a Guarantee Agency.

     

    SECTION
      3.22  Additional
      Representations of the Issuer.
      The
      Issuer hereby makes the following representations and warranties to the
      Indenture Trustee, on behalf of the Noteholders:

     


      (a) Valid
        and Continuing Security Interest.
        This
        Indenture creates a valid and continuing security interest (as defined in
        the
        applicable Uniform Commercial Code (“UCC”) in effect in the State of Delaware)
        in the Financed Student Loans and all other assets constituting part of the
        Indenture Trust Estate in favor of the Indenture Trustee, which security
        interest is prior to all other liens, charges, security interests, mortgages
        or
        other encumbrances, and is enforceable as such as against creditors of and
        purchasers from the Issuer.


     

    (b) Accounts.
      The
      Financed Student Loans constitute “accounts” or “payment intangibles” within the
      meaning of the applicable UCC.

     


      (c) Good
        and Marketable Title.
        The
        Issuer owns and has good and marketable title to the Financed Student Loans
        and
        all other assets constituting part of the Indenture Trust Estate free and
        clear
        of any lien, charge, security interest, mortgage or other encumbrance, claim
        or
        encumbrance of any Person, other that those granted pursuant to this
        Indenture.


     


      (d) Perfection
        by Filing.
        The
        Issuer has caused or will have caused, within ten days of the Closing Date,
        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 Financed Student Loans and all other assets of the
        Indenture Trust Estate granted to the Trustee hereunder.


     


      (e) Perfection
        by Possession.
        The
        Issuer has given the Indenture Trustee a copy of a written acknowledgment
        from
        the applicable custodian that such custodian is holding executed copies of
        the
        promissory notes and master promissory notes that constitute or evidence
        the
        Financed Student Loans, and that such custodian is holding such notes solely
        on
        behalf and for the benefit of the Indenture Trustee.


     


      (f) Priority.
        Other
        than the security interest granted to the Indenture Trustee pursuant to this
        Indenture, the Issuer has not pledged, assigned, sold, granted a security
        interest in, or otherwise conveyed any of the Financed Student Loans or any
        other portion of the Indenture Trust Estate. The Issuer has not authorized
        the
        filing of and is not aware of any financing statements against the Issuer
        that
        include a description of collateral covering the Financed Student Loans or
        any
        other portion of the Indenture Trust Estate other than any financing statement
        relating to the security interest granted to the Indenture Trustee hereunder
        or
        that has been terminated. The Issuer is not aware of any judgment or tax
        lien
        filings against the Issuer.


     

    (g) Valid
      Business Reasons; No Fraudulent Transfers.
      The
      transactions contemplated by this Indenture are in the ordinary course of the
      Issuer’s business and the Issuer has valid business reasons for granting the
      Indenture Trust Estate pursuant to this Indenture. At the time of each such
      grant: (i) the Issuer granted the Indenture Trust Estate to the Indenture
      Trustee without any intent to hinder, delay, or defraud any current or future
      creditor of the Issuer; (ii) the Issuer was not insolvent and did not become
      insolvent as a result of any such grant; (iii) the Issuer was not engaged and
      was not about to engage in any business or transaction for which any property
      remaining with such entity was an unreasonably small capital or for which the
      remaining assets of such entity are unreasonably small in relation to the
      business of such entity or the transaction; (iv) the Issuer did not intend
      to
      incur, and did not believe or should not have reasonably believed, that it
      would
      incur, debts beyond its ability to pay as they become due; and (v) the
      consideration paid received by the Issuer for the grant of the Indenture Trust
      Estate was reasonably equivalent to the value of the related grant.

     

    SECTION
      3.23  Issuer
      Separateness Covenants.
      So long
      as any of the Notes are Outstanding:

     


      (a) The
        Issuer shall not engage in any business or activity other than in connection
        with the activities contemplated hereby and in the Basic Documents, and in
        connection with the issuance of Notes.


     

    (b) The
      funds
      and other assets of the Issuer shall not be commingled with those of any other
      individual, corporation, estate, partnership, joint venture, association, joint
      stock company, trust, unincorporated organization, or government or any agency
      or political subdivision thereof.

     

    (c) The
      Issuer shall not be, become or hold itself out as being liable for the debts
      of
      any other party.

     

    (d) The
      Issuer shall not form, or cause to be formed, any subsidiaries.

     

    (e) The
      Issuer shall act solely in its own name and through its duly authorized officers
      or agents in the conduct of its business, and shall conduct its business so
      as
      not to mislead others as to the identity of the entity with which they are
      concerned.

     


      (f) The
        Issuer shall maintain its records and books of account and shall not commingle
        its records and books of account with the records and books of account of
        any
        other Person. The books of the Issuer may be kept (subject to any provision
        contained in the statutes) inside or outside the State of Delaware at such
        place
        or places as may be designated from time to time by the board of trustees
        or in
        the bylaws of the Issuer.


     

    (g) All
      actions of the Issuer shall be taken by a duly authorized officer or agent
      of
      the Issuer.

     

    (h) The
      Issuer shall not amend, alter, change or repeal any provision contained in
      this
      Section without (i) the prior written consent of the Indenture Trustee, and
      (ii) satisfying the Rating Agency Condition.

     

    (i) The
      Issuer shall not amend its organizational documents or change its jurisdiction
      of formation without first satisfying the Rating Agency Condition.

     

    (j) All
      audited financial statements of the Issuer that are consolidated with those
      of
      any Affiliate thereof will contain detailed notes clearly stating that
      (i) all of the Issuer’s assets are owned by the Issuer, and (ii) the
      Issuer is a separate entity with creditors who have received ownership and/or
      security interests in the Issuer’s assets.

     

    (k) The
      Issuer will strictly observe legal formalities in its dealings with any of
      its
      Affiliates, and funds or other assets of the Issuer will not be commingled
      with
      those of any of its Affiliates. The Issuer shall not maintain joint bank
      accounts or other depository accounts to which any of its Affiliates has
      independent access. None of the Issuer’s funds will at any time be pooled with
      the funds of any of its Affiliates.

     

    (l) The
      Issuer will maintain an arm’s length relationship with each Seller (and any
      Affiliate thereof), the Depositor (and any Affiliate thereof), and any of the
      Issuer’s Affiliates. Any Person that renders or otherwise furnishes services to
      the Issuer will be compensated by the Issuer at market rates for such services
      it renders or otherwise furnishes to the Issuer except as otherwise provided
      in
      this Indenture. The Issuer will not hold itself out to be responsible for the
      debts of the Seller, or the Depositor, the parent or the decisions or actions
      respecting the daily business and affairs of the Seller, the Depositor or the
      parent.

     


      (m) The
        Issuer shall not sell, transfer, exchange or otherwise dispose of any portion
        of
        the Indenture Trust Estate except as expressly permitted by this
        Indenture.


     


      (n) The
        Issuer shall not claim any credit on, or make any deduction from, the principal
        amount of any of the Notes by reason of the payment of any taxes levied or
        assessed upon any portion of the Indenture Trust Estate.


     

    (o) The
      Issuer shall not permit the validity or effectiveness of this Indenture or
      any
      grant hereunder to be impaired, or permit the lien of this Indenture to be
      amended, hypothecated, subordinated, terminated or discharged, or permit any
      Person to be released from any covenants or obligations under this Indenture,
      except as may be expressly permitted hereby.

     

    SECTION
      3.24  Reports
      by Issuer.
      The
      Issuer will:

     

    (a)  File
      with
      the Indenture Trustee, within 15 days after the Issuer is required to file
      the same with the SEC, copies of the annual reports and of the information,
      documents and other reports (or copies of such portions of any of the foregoing
      as the SEC may from time to time by rules and regulations prescribe), if any,
      which the Issuer may be required to file with the SEC pursuant to
      Section 13 or Section 15(d) of the Exchange Act;

     

    (b)  File
      with
      the Indenture Trustee and the SEC, in accordance with rules and regulations
      prescribed from time to time by the SEC, such additional information, documents
      and reports, if any, with respect to compliance by the Issuer with the
      conditions and covenants of this Indenture as may be required from time to
      time
      by such rules and regulations; and

     

    (c)  Transmit
      by mail to the Noteholders, within 30 days after the filing thereof with
      the Indenture Trustee, in the manner and to the extent provided in TIA
      Section 313(c), such summaries of any information, documents and reports
      required to be filed by the Issuer, if any, pursuant to Section 3.24(a) and
      (b) as may be required by rules and regulations prescribed from time to time
      by
      the SEC.

     

    The
      Indenture Trustee may conclusively rely and accept such reports from the Issuer
      as fulfilling the requirements of this Section 3.24, with no further duty
      to examine such reports or to determine whether such reports comply with the
      prescribed timing, rules and regulations of the SEC. Delivery of such reports
      to
      the Indenture Trustee is for informational purposes only and the Indenture
      Trustee’s receipt of such shall not constitute constructive notice of any
      information contained therein or determinable from information contained
      therein, including the Issuer’s compliance with any of its covenants hereunder
      (as to which the Indenture Trustee is entitled to rely on an Officers’
Certificate).

     

    ARTICLE
      IV

     

    Satisfaction
      and Discharge

     

    SECTION
      4.01  Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of holders of the
      Notes
      to receive payments of principal thereof and interest thereon, (iv) Sections
      3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and
      immunities of the Indenture Trustee hereunder (including the rights of the
      Indenture Trustee under Section 6.07 and the obligations of the Indenture
      Trustee under Section 4.02) and (vi) the rights of holders of the Notes, as
      beneficiaries hereof with respect to the property so deposited with the
      Indenture Trustee payable to all or any of them, and the Indenture Trustee,
      on
      demand of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture with respect to
      the
      Notes, when:

     

    (A)  a
      period
      of 367 days has expired after all Notes theretofore authenticated and delivered
      (other than (i) Notes that have been destroyed, lost or stolen and that have
      been replaced or paid as provided in Section 2.05 and (ii) Notes for whose
      payment money has theretofore been deposited in trust or segregated and held
      in
      trust by the Issuer and thereafter repaid to the Issuer or discharged from
      such
      trust, as provided in Section 3.03) have been delivered to the Indenture Trustee
      for cancellation;

     

    (B)  a
      period
      of 367 days has expired after the later of (i) the date on which no Notes are
      outstanding or (ii) the date on which the Issuer has paid or caused to be paid
      all other sums otherwise payable hereunder by the Issuer; and

     

    (C)  the
      Issuer has delivered to the Indenture Trustee an Officers’ Certificate of the
      Issuer and an Opinion of Counsel, each meeting the applicable requirements
      of
      Section 11.01 and, subject to Section 11.02, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge of
      this
      Indenture have been complied with.

     

    SECTION
      4.02  Application
      of Trust Money.
      All
      moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof
      shall be held in trust and applied by it, in accordance with the provisions
      of
      the Notes and this Indenture, to the payment, either directly or through any
      Paying Agent, as the Indenture Trustee may determine, to the holders of the
      particular Notes for the payment of which such moneys have been deposited with
      the Indenture Trustee, of all sums due and to become due thereon for principal
      of and interest on each Class of Notes; but such moneys need not be segregated
      from other funds except to the extent required herein or required by
      law.

     

    SECTION
      4.03  Repayment
      of Moneys Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all moneys then held by any Paying Agent other than the Indenture
      Trustee under the provisions of this Indenture with respect to such Notes shall,
      upon demand of the Issuer, be paid to the Indenture Trustee to be held and
      applied according to Section 3.03 and thereupon such Paying Agent shall be
      released from all further liability with respect to such moneys.

     

    ARTICLE
      V

     

    Remedies

     

    SECTION
      5.01  Events
      of Default.
“Event
      of Default”, wherever used herein, means any one of the following events
      (whatever the reason for such Event of Default and whether it shall be voluntary
      or involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

     


      (i)  default
        in the payment of any interest on any Note when the same becomes due and
        payable, and such default shall continue for a period of three (3) Business
        Days
        (provided, however, so long as (x) any of the Class A Notes
        are outstanding, each holder of any Class B Note, Class C Note or Class D
        Note
        or the Note Owner of any such Class B Note, Class C Note or Class D Note
        by such
        holder’s acceptance of such Class B Note, Class C Note or Class D Note or
        beneficial interest therein, as the case may be, shall be deemed to have
        consented to the delay in payment of interest on such Class B Note, Class
        C Note
        or Class D Note and to have waived its right to institute suit for enforcement
        of any such payment, (y) any of the Class B Notes are outstanding, each holder
        of any Class C Note or Class D Note or the Note Owner of any such Class C
        Note
        or Class D Note by such holder’s acceptance of such Class C Note or Class D Note
        or beneficial interest therein, as the case may be, shall be deemed to have
        consented to the delay in payment of interest on such Class C Note or Class
        D
        Note and to have waived its right to institute suit for enforcement of any
        such
        payment or (z) any of the Class C Notes are outstanding, each holder of any
        Class D Note or the Note Owner of any such Class D Note by such holder’s
        acceptance of such Class D Note or beneficial interest therein, as the case
        may
        be, shall be deemed to have consented to the delay in payment of interest
        on
        such Class D Note and to have waived its right to institute suit for enforcement
        of any such payment); or


     


      (ii)  default
        in the payment of the principal of any Note (other than the Class A-IO Notes)
        (x) when the same becomes due and payable (but only to the extent there exists
        sufficient Available Funds, therefor), or (y) on the Final Maturity Date
        with
        respect thereto; or


     

    (iii)  default
      in the observance or performance of any covenant or agreement of the Issuer
      made
      in this Indenture or any other Basic Document (other than a covenant or
      agreement, a default in the observance or performance of which is elsewhere
      in
      this Section specifically dealt with), or any representation or warranty of
      the
      Issuer made in this Indenture or any other Basic Document or in any certificate
      or other writing delivered pursuant hereto or in connection herewith proving
      to
      have been incorrect in any material respect as of the time when the same shall
      have been made, and such default shall continue or not be cured, or the
      circumstance or condition in respect of which such misrepresentation or warranty
      was incorrect shall not have been eliminated or otherwise cured, for a period
      of
      30 days after there shall have been given, by registered or certified mail,
      to
      the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee
      by the Interested Noteholders, representing not less than 25% of the Outstanding
      Amount of the applicable Classes of Notes; a written notice specifying such
      default or incorrect representation or warranty and requiring it to be remedied
      and stating that such notice is a notice of Default hereunder; or

     

    (iv)  the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuer or any substantial part of the Indenture
      Trust
      Estate in an involuntary case under any applicable Federal or state bankruptcy,
      insolvency or other similar law now or hereafter in effect, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of the Issuer or for any substantial part of the Indenture Trust
      Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and
      such decree or order shall remain unstayed and in effect for a period of
      60 consecutive days; or

     

    (v)  the
      commencement by the Issuer of a voluntary case under any applicable Federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by the Issuer to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Issuer to the appointment or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of the Issuer or for any substantial part
      of
      the Indenture Trust Estate, or the making by the Issuer of any general
      assignment for the benefit of creditors, or the failure by the Issuer generally
      to pay its debts as such debts become due, or the taking of action by the Issuer
      in furtherance of any of the foregoing.

     


      SECTION
        5.02  Acceleration
        of Maturity; Rescission and Annulment.
        If an
        Event of Default should occur and be continuing, then and in every such case
        the
        Indenture Trustee at the written direction of the Interested Noteholders
        representing not less than a majority of the Outstanding Amount of the
        applicable Classes of Notes, shall declare all the Notes to be immediately
        due
        and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
        if given by the holders of the Notes), and upon any such declaration the
        unpaid
        principal amount of the Notes, together with accrued and unpaid interest
        thereon
        through the date of acceleration, shall become immediately due and
        payable.


     

    At
      any
      time after such declaration of acceleration of maturity has been made and before
      a judgment or decree for payment of the money due has been obtained by the
      Indenture Trustee as hereinafter in this Article V provided, the Interested
      Noteholders representing not less than a majority of the Outstanding Amount
      of
      the applicable Classes of Notes, by written notice to the Issuer and the
      Indenture Trustee, may rescind and annul such declaration and its consequences
      if:

     

    (i)  the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay:

     

    (A)  all
      payments of principal of and interest on all Notes, and all other amounts that
      would then be due hereunder or upon such Notes if the Event of Default giving
      rise to such acceleration had not occurred;

     

    (B)  all
      sums
      paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      have become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    SECTION
      5.03  Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.
      (a)
      The
      Issuer covenants that if (i) default is made in the payment of any interest
      on
      any Note when the same becomes due and payable, and such default continues
      for a
      period of three Business Days, or (ii) default is made in the payment of the
      principal on the related Final Maturity Date of a Class of Notes when the same
      becomes due and payable in accordance with Section 2.07(b), the Issuer will,
      upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the
      benefit of the holders of the Notes, the whole amount then due and payable
      on
      such Notes for principal and interest, with interest upon the overdue principal,
      and, to the extent payment at such rate of interest shall be legally
      enforceable, upon overdue installments of interest at the rate specified in
      Section 2.07 and in addition thereto such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee and its agents and counsel.

     

    (b)  In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee, in its own name and as trustee of an express trust, may,
      or
      shall at the written direction of the Interested Noteholders, representing
      not
      less than a majority of the Outstanding Amount of the applicable Classes of
      Notes, institute a Proceeding for the collection of the sums so due and unpaid,
      and prosecute such Proceeding to judgment or final decree, and enforce the
      same
      against the Issuer or other obligor upon such Notes, and collect in the manner
      provided by law out of the property of the Issuer or other obligor upon such
      Notes wherever situated, the moneys adjudged or decreed to be
      payable.

     


      (c)  If
        an
        Event of Default occurs and is continuing, the Indenture Trustee may, or
        shall
        at the written direction of the Interested Noteholders, representing not
        less
        than a majority of the Outstanding Amount of the applicable Classes of Notes,
        as
        more particularly provided in Section 5.04, proceed to protect and enforce
        its
        rights, the rights of the holders of the Notes, by such appropriate Proceedings
        as the Indenture Trustee shall deem most effective to protect and enforce
        any
        such rights, whether for the specific enforcement of any covenant or agreement
        in this Indenture or in aid of the exercise of any power granted herein,
        or to
        enforce any other proper remedy or legal or equitable right vested in the
        Indenture Trustee by this Indenture or by law.


     

    (d)  In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Notes, or any Person having or claiming an ownership interest in the Indenture
      Trust Estate, Proceedings under Title 11 of the United States Code or any other
      applicable Federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuer or its property or such other obligor or Person,
      or in case of any other comparable judicial Proceedings relative to the Issuer
      or other obligor upon the Notes, or to the creditors or property of the Issuer
      or such other obligor, the Indenture Trustee, irrespective of whether the
      principal of any Notes shall then be due and payable as therein expressed or
      by
      declaration or otherwise and irrespective of whether the Indenture Trustee
      shall
      have made any demand pursuant to the provisions of this Section, may, or shall
      at the written direction of the Interested Noteholders representing not less
      than a majority of the Outstanding Amount of the applicable Classes of Notes,
      be
      entitled and empowered, by intervention in such proceedings or
      otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal of and interest
      on
      each Class of Notes owing and unpaid in respect of the Notes and to file such
      other papers or documents as may be necessary or advisable in order to have
      the
      claims of the Indenture Trustee (including any claim for reasonable compensation
      to the Indenture Trustee and each predecessor Indenture Trustee, and their
      respective agents, attorneys and counsel, and for reimbursement of all expenses
      and liabilities incurred, and all advances made, by the Indenture Trustee and
      each predecessor Indenture Trustee, except as a result of negligence or bad
      faith) and the holders of the Notes allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the holders
      of the Notes in any election of a trustee, a standby trustee or Person
      performing similar functions in any such Proceedings;

     

    (iii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the holders of the Notes and of the Indenture Trustee on their behalf;


     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the holders
      of
      the Notes allowed in any judicial proceedings relative to the Issuer, its
      creditors and its property; and

     

    (v)  to
      take
      any other action with respect to such claims including participating as a member
      of any official committee of creditor’s appointed in the matters as it deems
      necessary or advisable;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such holders of the Notes to make
      payments to the Indenture Trustee, and, in the event that the Indenture Trustee
      shall consent to the making of payments directly to such holders of the Notes
      to
      pay to the Indenture Trustee such amounts as shall be sufficient to cover
      reasonable compensation to the Indenture Trustee, each predecessor Indenture
      Trustee and their respective agents, attorneys and counsel, and all other
      expenses and liabilities incurred, and all advances made, by the Indenture
      Trustee and each predecessor Indenture Trustee except as a result of negligence
      or bad faith.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any holder of the
      Notes any plan of reorganization, arrangement, adjustment or composition
      affecting the Notes or the rights of any holder of the Notes thereof or to
      authorize the Indenture Trustee to vote in respect of the claim of any holder
      of
      the Notes in any such proceeding except, as aforesaid, to vote for the election
      of a trustee in bankruptcy or similar Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes may be enforced by the Indenture Trustee without the possession of
      any
      of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or Proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      holders of the Notes.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the holders of the Notes and it shall not be necessary to make any holder of
      the
      Notes a party to any such Proceedings.

     


      SECTION
        5.04  Remedies;
        Priorities.
        (a) If
        an Event of Default shall have occurred and be continuing, the Indenture
        Trustee
        may, or shall, subject to Section 5.11, at the written direction of the
        Interested Noteholders representing not less than a majority of the Outstanding
        Amount of the applicable Classes of Notes (or such different percentage as
        set
        forth below), do one or more of the following (subject to Section
        5.05):


     


      (i)  institute
        Proceedings in its own name and as trustee of an express trust for the
        collection of all amounts then payable on the Notes or this Indenture with
        respect thereto, whether by declaration or otherwise, enforce any judgment
        obtained, and collect from the Issuer and any other obligor upon such Notes
        moneys adjudged due;


     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Indenture Trust Estate securing the
      Notes;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the holders of the Notes; and

     

    (iv)  sell
      the
      Indenture Trust Estate securing the Notes or any portion thereof or rights
      or
      interest therein, at one or more public or private sales called and conducted
      in
      any manner permitted by law; 

     


      provided,
        however,
        that
        the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust
        Estate securing the Notes following an Event of Default, other than an Event
        of
        Default described in Section 5.01(i) or (ii), unless (x) 100% of the Noteholders
        consent to such sale, (y) the proceeds of such sale are sufficient to pay
        in
        full the principal of and the accrued interest on the Notes or (z) the Indenture
        Trustee determines that the collections on the Financed Student Loans would
        not
        be sufficient on an ongoing basis to make all payments on the Notes as such
        payments would have become due if such obligations had not been declared
        due and
        payable, and the Indenture Trustee obtains the consent of the holders of
        Notes,
        representing not less than a 66.67% of the Outstanding Amount of the Notes.
        In
        determining the sufficiency of the collections on such loans, the Indenture
        Trustee may, but need not, obtain and rely upon an opinion of an Independent
        investment banking or accounting firm of national reputation as to the
        sufficiency of the Indenture Trust Estate for such purpose.


     


      (b)  If
        the
        Indenture Trustee collects any money or property under this Article V following
        the occurrence and during the continuation of an Event of Default with respect
        to Sections 5.01(i) or 5.01(ii) above or following the acceleration of the
        Notes
        pursuant to Section 5.02 upon an Event of Default with respect to Sections
        5.01(i) or 5.01(ii) above, it shall pay out the money or property in the
        following order:


     


      FIRST:  pro
        rata
        based upon amounts owed (i) to the Owner Trustee for amounts due under Article
        X
        of the Trust Agreement, to the Indenture Trustee for amounts due under Section
        6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent
        Agreement, to the Back-up Administrator for amounts due under the Back-up
        Administration Agreement, not to exceed $_______ per annum in the aggregate,
        and
        (ii) to the Servicers, the Administrator, the Auction Agent and the
        Broker-Dealers, the unpaid fees and expenses owed by the Issuer to such
        parties;


     


      SECOND:  to
        the
        holders of the Class A Notes for amounts due and unpaid on the Class A Notes
        for
        interest, ratably, without preference or priority of any kind, according
        to the
        amounts due and payable on the Class A Notes for interest;


     


      THIRD:  to
        the
        holders of the Class A Notes for amounts due and unpaid on the Class A Notes
        for
        principal, ratably, without preference or priority of any kind, according
        to the
        amounts due and payable on the Class A Notes for principal, until the
        Outstanding Amount of the Class A Notes is zero;


     


      FOURTH:  to
        the
        holders of the Class B Notes for amounts due and unpaid on the Class B Notes
        for
        interest (including any Noteholder’s Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class B Notes for interest;


     


      FIFTH:  to
        the
        holders of the Class B Notes for amounts due and unpaid on the Class B Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class B Notes for principal, until the Outstanding
        Amount
        of the Class B Notes is zero;


     


      SIXTH:  to
        the
        holders of the Class C Notes for amounts due and unpaid on the Class C Notes
        for
        interest (including any Noteholder’s Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class C Notes for interest;


     


      SEVENTH:  to
        the
        holders of the Class C Notes for amounts due and unpaid on the Class C Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class C Notes for principal, until the Outstanding
        Amount
        of the Class C Notes is zero;


     


      EIGHTH:  to
        the
        holders of the Class D Notes for amounts due and unpaid on the Class D Notes
        for
        interest (including any Noteholder’s Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class D Notes for interest;


     


      NINTH:  to
        the
        holders of the Class D Notes for amounts due and unpaid on the Class D Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class D Notes for principal, until the Outstanding
        Amount
        of the Class D Notes is zero;


     


      TENTH:  pro rata
        based
        upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish
        Paying Agent and the Back-up Administrator, for all amounts due and owing
        to
        such parties under the Basic Documents to the extent not paid pursuant to
        priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant
        to Section 8.10, and (iii) to the Servicers, the Administrator, the Auction
        Agent, the Broker Dealers and the Guarantee Agency, for all amounts due and
        owing to such parties pursuant to the Basic Documents;


     


      ELEVENTH:  to
        the
        holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid
        from
        prior Distribution Dates, together with interest thereon at the Note Interest
        Rate for the Class A-IO Notes; and


     


      TWELFTH:  to
        the
        Owner Trustee (on behalf of the Issuer), for distribution to the
        Certificateholders in accordance with the terms of the Trust
        Agreement.


     

    The
      Indenture Trustee may fix a record date and payment date for any payment to
      the
      holders of the Notes pursuant to this Section. At least 15 days before such
      record date, the Issuer shall mail to each holder of the Notes and the Indenture
      Trustee a notice that states the record date, the payment date and the amount
      to
      be paid.

     


      (c)  If
        the
        Indenture Trustee collects any money or property under this Article V following
        the occurrence and during the continuation of an Event of Default other than
        with respect to Sections 5.01(i) or 5.01(ii) above or following the acceleration
        of the Notes pursuant to Section 5.02 upon an Event of Default other than
        with
        respect to Sections 5.01(i) or 5.01(ii) above, it shall pay out the money
        or
        property in the following order: 


     


      FIRST:  pro rata
        based
        upon amounts owed (i) to the Owner Trustee for amounts due under Article
        X of
        the Trust Agreement, to the Indenture Trustee for amounts due under Section
        6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent
        Agreement, to the Back-up Administrator for amounts due under the Back-up
        Administration Agreement, not to exceed $________ per annum in the aggregate,
        and (ii) to the Servicers, the Administrator, the Auction Agent and the Broker
        Dealers, the unpaid fees and expenses owed by the Issuer to such parties;
        


     


      SECOND:  to
        the
        holders of the Class A Notes for amounts due and unpaid on the Class A Notes
        for
        interest, ratably, without preference or priority of any kind, according
        to the
        amounts due and payable on the Class A Notes for interest;


     


      THIRD:  to
        the
        holders of the Class B Notes for amounts due and unpaid on the Class B Notes
        for
        interest (except for Noteholders’ Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class B Notes for interest (except for Noteholders’ Interest Carryover
        Shortfall);


     


      FOURTH:  to
        the
        holders of the Class C Notes for amounts due and unpaid on the Class C Notes
        for
        interest (except for Noteholders’ Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class C Notes for interest (except for Noteholders’ Interest Carryover
        Shortfall);


     


      FIFTH:  to
        the
        holders of the Class D Notes for amounts due and unpaid on the Class D Notes
        for
        interest (except for Noteholders’ Interest Carryover Shortfall), without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Class D Notes for interest (except for Noteholders’ Interest Carryover
        Shortfall);


     


      SIXTH:  to
        the
        holders of the Class A Notes for amounts due and unpaid on the Class A Notes
        for
        principal, ratably, without preference or priority of any kind, according
        to the
        amounts due and payable on the Class A Notes for principal, until the
        Outstanding Amount of the Class A Notes is zero;


     


      SEVENTH:  to
        the
        holders of the Class B Notes for amounts due and unpaid on the Class B Notes
        for
        Noteholders’ Interest Carryover Shortfall, without preference or priority of any
        kind, according to the amounts due and payable on the Class B Notes for
        Noteholders’ Interest Carryover Shortfall;


     


      EIGHTH:  to
        the
        holders of the Class B Notes for amounts due and unpaid on the Class B Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class B Notes for principal, until the Outstanding
        Amount
        of the Class B Notes is zero;


     


      NINTH:  to
        the
        holders of the Class C Notes for amounts due and unpaid on the Class C Notes
        for
        Noteholders’ Interest Carryover Shortfall, without preference or priority of any
        kind, according to the amounts due and payable on the Class C Notes for
        Noteholders’ Interest Carryover Shortfall;


     


      TENTH:  to
        the
        holders of the Class C Notes for amounts due and unpaid on the Class C Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class C Notes for principal, until the Outstanding
        Amount
        of the Class C Notes is zero;


     


      ELEVENTH:  to
        the
        holders of the Class D Notes for amounts due and unpaid on the Class D Notes
        for
        Noteholders’ Interest Carryover Shortfall, without preference or priority of any
        kind, according to the amounts due and payable on the Class D Notes for
        Noteholders’ Interest Carryover Shortfall;


     


      TWELFTH:  to
        the
        holders of the Class D Notes for amounts due and unpaid on the Class D Notes
        for
        principal, without preference or priority of any kind, according to the amounts
        due and payable on the Class D Notes for principal, until the Outstanding
        Amount
        of the Class D Notes is zero;


     


      THIRTEENTH:  pro rata
        based
        upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish
        Paying Agent and the Back-up Administrator, for all amounts due and owning
        to
        such parties under the Basic Documents to the extent not paid pursuant to
        priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant
        to Section 8.10, and (iii) to the Servicer, the Administrator, the Auction
        Agent, the Broker Dealers and the Guarantee Agency, for all amounts due and
        owing to such parties pursuant to the Basic Documents;


     


      FOURTEENTH:  to
        the
        holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid
        from
        prior Distribution Dates, together with interest thereon at the Note Interest
        Rate for the Class A-IO Notes; and


     


      FIFTEENTH:  to
        the
        Owner Trustee (on behalf of the Issuer), for distribution to the
        Certificateholders in accordance with the terms of the Trust
        Agreement.


     


      SECTION
        5.05  Optional
        Preservation of the Financed Student Loans.
        If the
        Notes have been declared to be due and payable under Section 5.02 following
        an
        Event of Default and such declaration and its consequences have not been
        rescinded and annulled, the Indenture Trustee may, or, subject to Section
        5.11,
        shall at the written direction of the Interested Noteholders, representing
        not
        less than a majority of the Outstanding Amount of the applicable Classes
        of
        Notes, elect to maintain possession of the related Indenture Trust Estate.
        It is
        the desire of the parties hereto and the holders of the Notes that there
        be at
        all times sufficient funds for the payment of principal of and interest on
        each
        Class of Notes and the Indenture Trustee shall take such desire into account
        when determining whether or not to maintain possession of the Indenture Trust
        Estate. In determining whether to maintain possession of the Indenture Trust
        Estate, the Indenture Trustee may, but need not, obtain and rely upon an
        opinion
        of an Independent investment banking or accounting firm of national reputation
        as to the feasibility of such proposed action and as to the sufficiency of
        the
        Indenture Trust Estate for such purpose.


     

    SECTION
      5.06  Limitation
      of Suits.
      No
      holder of the Notes shall have any right to institute any Proceeding, judicial
      or otherwise, with respect to this Indenture, or for the appointment of a
      receiver or trustee, or for any other remedy hereunder, unless the following
      conditions listed below are satisfied: 

     

    (i)  such
      holder of the Notes has previously given written notice to the Indenture Trustee
      of a continuing Event of Default;

     

    (ii)  the
      holders of not less than 25% of the Outstanding Amount of the Notes, in the
      aggregate, have made written request to the Indenture Trustee to institute
      such
      Proceeding in respect of such Event of Default in its own name as Indenture
      Trustee hereunder;

     

    (iii)  such
      holders of the Notes have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (iv)  the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceeding; and

     

    (v)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the holders of a majority of the
      Outstanding Amount of the Notes in the aggregate;

     

    it
      being
      understood and intended that no one or more holders of the Notes shall have
      any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other holders
      of the Notes or to obtain or to seek to obtain priority or preference over
      any
      other holders of the Notes or to enforce any right under this Indenture, except
      in the manner herein provided.

     

    If
      the
      Indenture Trustee shall receive conflicting or inconsistent requests and
      indemnity from two or more groups of Noteholders, each representing less than
      a
      majority of the Outstanding Amount of the Notes, the Indenture Trustee in its
      sole discretion may determine what action, if any, shall be taken,
      notwithstanding any other provisions of this Indenture.

     

    SECTION
      5.07  Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, any holder of any Class
      of Notes shall have the right, which is absolute and unconditional, to receive
      payment of the principal of and interest, on such Note, on or after the
      respective due dates thereof expressed in such Note or in this Indenture and
      to
      institute suit for the enforcement of any such payment, and such right shall
      not
      be impaired without the consent of such holder of any such Class of
      Notes.

     

    SECTION
      5.08  Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any holder of Notes has instituted any Proceeding to
      enforce any right or remedy under this Indenture and such Proceeding has been
      discontinued or abandoned for any reason or has been determined adversely to
      the
      Indenture Trustee or to such holder of Notes, then and in every such case the
      Issuer, the Indenture Trustee and the holders of the Notes shall, subject to
      any
      determination in such Proceeding, be restored severally and respectively to
      their former positions hereunder, and thereafter all rights and remedies of
      the
      Indenture Trustee and the holders of the Notes shall continue as though no
      such
      Proceeding had been instituted.

     

    SECTION
      5.09  Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee
      or to
      the holders of the Notes is intended to be exclusive of any other right or
      remedy, and every right and remedy shall, to the extent permitted by law, be
      cumulative and in addition to every other right and remedy given hereunder
      or
      now or hereafter existing at law or in equity or otherwise. The assertion or
      employment of any right or remedy hereunder, or otherwise, shall not prevent
      the
      concurrent assertion or employment of any other appropriate right or
      remedy.

     

    SECTION
      5.10  Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee or any holder of Notes to exercise
      any right or remedy accruing upon any Default shall impair any such right or
      remedy or constitute a waiver of any such Default or an acquiescence therein.
      Every right and remedy given by this Article V or by law to the Indenture
      Trustee or to the holders of the Notes may be exercised from time to time,
      and
      as often as may be deemed expedient, by the Indenture Trustee or by the holders
      of the Notes.

     

    SECTION
      5.11  Control
      by Noteholders.
      With
      respect to the Notes, the Interested Noteholders, representing not less than
      a
      majority of the Outstanding Amount of the applicable Classes of Notes (or,
      in
      each case, if only one Class is affected thereby, a majority of the Outstanding
      Amount of such Class) shall have the right to direct the time, method and place
      of conducting any Proceeding for any remedy available to the Indenture Trustee
      with respect to the Notes or exercising any trust or power conferred on the
      Indenture Trustee; provided
      that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  subject
      to the express terms of Section 5.04, any direction to the Indenture Trustee
      to
      sell or liquidate the Indenture Trust Estate shall be by the holders of not
      less
      than 100% of the Outstanding Amount of the Notes; 

     

    (iii)  if
      the
      conditions set forth in Section 5.05 have been satisfied and the Indenture
      Trustee elects to retain the Indenture Trust Estate pursuant to such Section,
      then any direction to the Indenture Trustee by the holders of less than 100%
      of
      the Outstanding Amount of the Notes, to sell or liquidate the Indenture Trust
      Estate shall be of no force and effect; and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction;

     

    provided,
      however,
      that,
      subject to Section 6.01, the Indenture Trustee need not take any action that
      it
      determines might involve it in liability or might materially adversely affect
      the rights of any holders of the Notes not consenting to such
      action.

     

    SECTION
      5.12  Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the Notes as provided in Section
      5.02,
      the Interested Noteholders representing not less than a majority of the
      Outstanding Amount of the applicable Classes of Notes, may waive any past
      Default and its consequences except a Default (a) in payment when due of
      principal of or interest on any Note or (b) in respect of a covenant or
      provision hereof which cannot be modified or amended without the consent of
      each
      holder of the Notes. In the case of any such waiver, the Issuer, the Indenture
      Trustee and the holders of the Notes shall be restored to their former positions
      and rights hereunder, respectively; but no such waiver shall extend to any
      subsequent or other Default or impair any right consequent thereto.

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred for every purpose of this Indenture; but no such waiver
      shall extend to any subsequent or other Default or impair any right consequent
      thereto.

     

    SECTION
      5.13  Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each holder of the Notes by such
      Noteholder’s acceptance of any Note shall be deemed to have agreed, that any
      court may in its discretion require, in any suit for the enforcement of any
      right or remedy under this Indenture, or in any suit against the Indenture
      Trustee for any action taken, suffered or omitted by it as Indenture Trustee,
      the filing by any party litigant in such suit of an undertaking to pay the
      costs
      of such suit, and that such court may in its discretion assess reasonable costs,
      including reasonable attorneys’ fees, against any party litigant in such suit,
      having due regard to the merits and good faith of the claims or defenses made
      by
      such party litigant; but the provisions of this Section shall not apply to
      (a)
      any suit instituted by the Indenture Trustee, (b) any suit instituted by any
      holder of the Notes or group of holders of the Notes, in each case holding
      in
      the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any
      suit instituted by any holder of the Notes for the enforcement of the payment
      of
      principal of or interest on any Note on or after the respective due dates
      expressed in such Note and in this Indenture.

     

    SECTION
      5.14  Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever, claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      will not hinder, delay or impede the execution of any power herein granted
      to
      the Indenture Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    SECTION
      5.15  Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      holders of the Notes shall be impaired by the recovery of any judgment by the
      Indenture Trustee against the Issuer or by the levy of any execution under
      such
      judgment upon any portion of the Indenture Trust Estate or upon any of the
      assets of the Issuer. Any money or property collected by the Indenture Trustee
      shall be applied in accordance with Section 5.04(b) or (c), as the case may
      be.

     


      SECTION
        5.16  Performance
        and Enforcement of Certain Obligations.
        (a)
        Promptly
        following a request from the Indenture Trustee, and at the Administrator’s
        expense, the Issuer shall take all such lawful action as the Indenture Trustee
        may request to compel or secure the performance and observance by the Depositor,
        the Sellers, the Administrator, the Back-up Administrator and the Servicers,
        as
        applicable, of each of their obligations to the Issuer under or in connection
        with the Basic Documents in accordance with the terms thereof, and to exercise
        any and all rights, remedies, powers and privileges lawfully available to
        the
        Issuer under or in connection with the Basic Documents, including the
        transmission of notices of default and the institution of legal or
        administrative actions or proceedings to compel or secure performance by
        the
        Depositor, the Sellers, the Administrator, the Back-up Administrator or the
        Servicers of each of their obligations under the Basic
        Documents.


     


      (b)  If
        an
        Event of Default has occurred and is continuing, the Indenture Trustee shall,
        subject to Section 5.11, at the direction (which direction shall be in writing
        or by telephone (confirmed in writing promptly thereafter)) of the Interested
        Noteholders, representing not less than 66.67% of the Outstanding Amount
        of the
        applicable Classes of Notes, exercise all rights, remedies, powers, privileges
        and claims of the Issuer against the Depositor, the Sellers, the Administrator,
        the Back-up Administrator, the Servicers or the Guarantee Agency under or
        in
        connection with the Basic Documents, including the right or power to take
        any
        action to compel or secure performance or observance by the Depositor, the
        Sellers, the Administrator, the Back-up Administrator, and the Servicers
        of each
        of their obligations to the Issuer thereunder and to give any consent, request,
        notice, direction, approval, extension or waiver under the Basic Documents
        and
        any right of the Issuer to take such action shall be
        suspended.


     


      SECTION
        5.17  Notice
        of Defaults.
        Within
        90 days after the occurrence of any Default hereunder with respect to the
        Notes, the Indenture Trustee shall transmit in the manner and to the extent
        provided in TIA Section 313(c), notice of such Default hereunder to which a
        Responsible Officer of the Indenture Trustee has actual knowledge or is in
        receipt of a written notice thereof in accordance with the terms of this
        Indenture, unless such Default shall have been cured or waived; provided,
        however, that, except in the case of a Default in the payment of the principal
        of or interest with respect to any Note, the Indenture Trustee shall be
        protected in withholding such notice if and so long as a Responsible Officer
        of
        the Indenture Trustee in good faith determines that the withholding of such
        notice is in the interest of the Noteholders.


     

    ARTICLE
      VI

     

    The
      Indenture Trustee

     

    SECTION
      6.01  Duties
      of Indenture Trustee.
      (a)  If
      an Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and the other Basic Documents to which
      the Indenture Trustee is a party, and no implied covenants or obligations shall
      be read into this Indenture against the Indenture Trustee; and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to a Responsible Officer of
      the
      Indenture Trustee and conforming to the requirements of this Indenture;
provided,
      however,
      that
      the Indenture Trustee shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture.

     

    (c)  The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

     

    (ii)  the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii)  the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it
      pursuant to Section 5.11.

     

    (d)  Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to paragraphs (a), (b), (c) and (g) of this Section 6.01.

     

    (e)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as the Indenture Trustee may agree in writing with the
      Issuer.

     

    (f)  Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this
      Indenture.

     

    (g)  No
      provision of this Indenture shall require the Indenture Trustee to expend or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds to believe that repayments of such funds
      or
      adequate indemnity satisfactory to it against any loss, liability or expense
      is
      not reasonably assured to it.

     

    (h)  Except
      as
      expressly provided in the Basic Documents, the Indenture Trustee shall have
      no
      obligation to administer, service or collect the Financed Student Loans or
      to
      maintain, monitor or otherwise supervise the administration, servicing or
      collection of the Financed Student Loans.

     


      (i)  In
        the
        event that the Indenture Trustee is the Paying Agent or the Note Registrar,
        the
        rights and protections afforded to the Indenture Trustee pursuant to this
        Indenture shall also be afforded to the Indenture Trustee in its capacity
        as
        Paying Agent and Note Registrar.


     

    (j)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section 6.01.

     

    SECTION
      6.02  Rights
      of Indenture Trustee.
      (a)
      The
      Indenture Trustee may rely on any document believed by it to be genuine and
      to
      have been signed or presented by the proper Person. The Indenture Trustee need
      not investigate any fact or matter stated in such document.

     

    (b)  Before
      the Indenture Trustee acts or refrains from acting, it may require an Officers’
Certificate of the Issuer or an Opinion of Counsel. The Indenture Trustee shall
      not be liable for any action it takes or omits to take in good faith in reliance
      on such Officers’ Certificate or Opinion of Counsel.

     

    (c)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee, and the Indenture Trustee shall not be responsible for
      any
      misconduct or negligence on the part of, or for the supervision of, any such
      agent, attorney, custodian or nominee appointed with due care by it
      hereunder.

     

    (d)  The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided,
      however,
      that
      the Indenture Trustee’s conduct does not constitute willful misconduct,
      negligence or bad faith.

     

    (e)  The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Notes shall
      be
      full and complete authorization and protection from liability in respect to
      any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

     

    (f)  In
      the
      event that the Person acting as Indenture Trustee is also acting as securities
      intermediary all the rights, powers, immunities and indemnities afforded to
      the
      Indenture Trustee under the Basic Documents shall also be afforded to the
      securities intermediary.

     

    (g)  Absent
      willful misconduct or fraud, the Indenture Trustee shall not be liable for
      any
      punitive damages, regardless of the form of action and whether or not any such
      damages were foreseeable or contemplated.

     

    (h)  The
      Indenture Trustee shall not be deemed to have notice of any Default or Event
      of
      Default unless a Responsible Officer of the Indenture Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact such
      Default or Event of Default is received by the Indenture Trustee at the
      Corporate Trust Office, and such notice references the Notes under this
      Indenture.

     

    (i)  Any
      permissive right or authority granted to the Indenture Trustee shall not be
      construed as a mandatory duty.

     

    SECTION
      6.03  Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
      with the same rights it would have if it were not Indenture Trustee. Any Paying
      Agent, Note Registrar, co-registrar or co-paying agent may do the same with
      like
      rights. However, the Indenture Trustee must comply with Section
      6.11.

     

    SECTION
      6.04  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture or the Notes, it shall not be
      accountable for the Issuer’s use of the proceeds from the Notes, and it shall
      not be responsible for any statement of the Issuer in the Indenture or in any
      document issued in connection with the sale of the Notes or in the Notes other
      than the Indenture Trustee’s certificate of authentication.

     

    SECTION
      6.05  Notice
      of Defaults.
      If a
      Default occurs and is continuing and if it is either actually known or written
      notice of the existence thereof has been received by a Responsible Officer
      of
      the Indenture Trustee, the Indenture Trustee shall mail to each holder of the
      Notes notice of the Default within 90 days after it occurs. Except in the case
      of a Default in payment of principal of or interest on the Notes, the Indenture
      Trustee may withhold the notice to the holders of the Notes if and so long
      as a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the interests of holders of the Notes.

     


      SECTION
        6.06  Reports
        by Indenture Trustee to Noteholders.
        The
        Indenture Trustee shall deliver to each holder of the Notes (and to each
        Person
        who was a holder of the Notes at any time during the applicable calendar
        year)
        such information with respect to the Notes, as may be required to enable
        such
        holder to prepare its Federal and state income tax returns.


     


      SECTION
        6.07  Compensation
        and Indemnity.
        The
        Issuer shall pay to the Indenture Trustee from time to time reasonable
        compensation for all services rendered under this Indenture, and also all
        reasonable expenses, charges, counsel fees and other disbursements, including
        those of their attorneys, agents and employees, incurred in and about the
        performance of their powers and duties under this Indenture. The Issuer further
        agrees to indemnify and save the Indenture Trustee harmless against any
        liabilities which it may incur in the exercise and performance of its powers
        and
        duties hereunder, and which are not due to its negligence or willful misconduct,
        to the extent solely payable from the Indenture Trust Estate. To secure the
        Indenture Trustee’s right to receive amounts pursuant to this Section 6.07, the
        Indenture Trustee shall have a lien against the Indenture Trust Estate that
        is,
        except to the extent otherwise expressly provided herein, subordinate to
        the
        rights of the Noteholders. Without prejudice to its rights hereunder, when
        the
        Indenture Trustee incurs expenses or renders services after a Default specified
        in Sections 5.01(iv) or (v) occurs, such expenses and the compensation for
        such
        services (including the fees and expenses of its agent and counsel) shall
        constitute expenses of administration under the applicable bankruptcy law.
        The
        provisions of this Section 6.07 shall survive the satisfaction and discharge
        of
        this Indenture and the resignation or removal of the Indenture
        Trustee.


     

    SECTION
      6.08  Replacement
      of Indenture Trustee.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this Section 6.08.
      The Indenture Trustee may resign at any time by so notifying the Issuer. The
      Administrator shall remove the Indenture Trustee if:

     

    (i)  the
      Indenture Trustee fails to comply with Section 6.11;

     

    (ii)  an
      Insolvency Event occurs with respect to the Indenture Trustee;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)  the
      Indenture Trustee otherwise becomes incapable of acting.

     


      If
        the
        Indenture Trustee resigns or is removed or if a vacancy exists in the office
        of
        Indenture Trustee for any reason (the Indenture Trustee in such event being
        referred to herein as the retiring Indenture Trustee), the Administrator
        shall
        promptly appoint a successor Indenture Trustee.


     


      A
        successor Indenture Trustee shall deliver a written acceptance of its
        appointment to the retiring Indenture Trustee and the Issuer. Thereupon the
        resignation or removal of the retiring Indenture Trustee shall become effective,
        and the successor Indenture Trustee shall have all the rights, powers and
        duties
        of the Indenture Trustee under this Indenture. The successor Indenture Trustee
        shall mail a notice of its succession to the holders of the Notes and each
        Rating Agency. The retiring Indenture Trustee shall promptly transfer all
        property held by it as Indenture Trustee to the successor Indenture Trustee
        upon
        payment of all monies due and owing to the retiring Indenture
        Trustee.


     

    If
      a
      successor Indenture Trustee does not take office within 60 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer or the holders of a majority in Outstanding Amount of the
      Notes may petition any court of competent jurisdiction for the appointment
      of a
      successor Indenture Trustee.

     

    If
      the
      Indenture Trustee fails to comply with Section 6.11, any holder of the Notes
      may
      petition any court of competent jurisdiction for the removal of the Indenture
      Trustee and the appointment of a successor Indenture Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
      and the Administrator’s obligations under Section 6.07 shall continue for the
      benefit of the retiring Indenture Trustee.

     


      SECTION
        6.09  Successor
        Indenture Trustee by Merger.
        If the
        Indenture Trustee consolidates with, merges or converts into, or transfers
        all
        or substantially all its corporate trust business or assets to, another
        corporation or banking association, the resulting, surviving or transferee
        corporation without any further act shall be the successor Indenture Trustee;
        provided that such corporation or banking association shall be otherwise
        qualified and eligible under Section 6.11. The Indenture Trustee shall provide
        the Rating Agencies with written notice of any such transaction provided
        it is
        not otherwise obligated to maintain such information
        confidential.


     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Indenture Trustee shall succeed to the trusts created by this Indenture
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee, and deliver such Notes so authenticated; and in
      case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Indenture Trustee may authenticate such Notes either in the name of
      any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which it
      is
      anywhere in the Notes or in this Indenture provided that the certificate of
      the
      Indenture Trustee shall have.

     

    SECTION
      6.10  Appointment
      of Co-Trustee or Separate Trustee.
      (a)
      Notwithstanding any other provisions of this Indenture, at any time, for the
      purpose of meeting any legal requirement of any jurisdiction in which any part
      of the Indenture Trust Estate may at the time be located, the Indenture Trustee
      shall have the power and may execute and deliver all instruments to appoint
      one
      or more Persons to act as a co-trustee or co-trustees, or separate trustee
      or
      separate trustees, of all or any part of the Indenture Trust Estate, and to
      vest
      in such Person or Persons, in such capacity and for the benefit of the holders
      of the Notes, such title to the Indenture Trust Estate, or any part hereof,
      and,
      subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Indenture Trustee may consider necessary
      or desirable. No co-trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor trustee under Section 6.11 and
      no
      notice to holders of the Notes of the appointment of any co-trustee or separate
      trustee shall be required under Section 6.08 hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to the Indenture Trust
      Estate or any portion thereof in any such jurisdiction) shall be exercised
      and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Indenture and the conditions
      of this Article VI. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Indenture
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all its estates, properties,
      rights, remedies and trusts shall vest in and be exercised by the Indenture
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    SECTION
      6.11  Eligibility;
      Disqualification.
      There
      shall at all times be an Indenture Trustee hereunder which shall be eligible
      to
      act as Indenture Trustee under TIA Section 310(a)(1) and shall have a
      combined capital and surplus of at least $50,000,000 (and, with respect to
      any
      successor Indenture Trustee, having a rating of at least “Baa3” from Moody’s
      unless the Rating Agency Condition is satisfied). If such corporation publishes
      reports of condition at least annually, pursuant to law or the requirements
      of
      federal, state, territorial or District of Columbia supervising or examining
      authority, then for the purposes of this Section 6.11, the combined capital
      and surplus of such corporation shall be deemed to be its combined capital
      and
      surplus as set forth in its most recent report of condition so published. If
      at
      any time the Indenture Trustee shall cease to be eligible in accordance with
      the
      provisions of this Section 6.11, it shall resign immediately in the manner
      and with the effect specified in this Article VI. Neither the Issuer nor
      any Person directly or indirectly controlling or controlled by, or under common
      control with, the Issuer shall serve as Indenture Trustee.

     

    ARTICLE
      VII

     

    Noteholders’
      Lists and Reports

     

    SECTION
      7.01  Issuer
      To Furnish Indenture Trustee Names and Addresses of Noteholders.
      The
      Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not
      more than five days after the earlier of (i) each Record Date and (ii) three
      months after the last Record Date, a list, in such form as the Indenture Trustee
      may reasonably require, of the names and addresses of the holders of the Notes
      as of such Record Date, (b) at such other times as the Indenture Trustee may
      request in writing, within 30 days after receipt by the Issuer of any such
      request, a list of similar form and content as of a date not more than 10 days
      prior to the time such list is furnished; provided,
      however,
      that so
      long as the Indenture Trustee is the Note Registrar, no such list shall be
      required to be furnished.

     

    SECTION
      7.02  Preservation
      of Information; Communications to Noteholders.
      (a)
      The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the holders of the Notes contained
      in
      the most recent list furnished to the Indenture Trustee as provided in Section
      7.01 and the names and addresses of the holders of the Notes received by the
      Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee
      may
      destroy any list furnished to it as provided in such Section 7.01 upon receipt
      of a new list so furnished.

     

    (b)  Upon
      receipt by the Indenture Trustee of any request by a holder of the Notes to
      receive a copy of the current list of holders of the Notes, the Indenture
      Trustee shall promptly notify the Administrator thereof by providing to the
      Administrator a copy of such request and a copy of the list of holders of the
      Notes produced in response thereto.

     

    (c)  The
      Indenture Trustee shall furnish to the holders of the Notes promptly upon
      receipt of a written request therefor, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and any other
      instruments furnished to the Indenture Trustee under the Basic
      Documents.

     


      SECTION
        7.03  Reports
        by Issuer.
        (a)
        The
        Issuer shall cause the Administrator to furnish the Issuer and the Indenture
        Trustee the reports required by the Administration Agreement and by Section
        3.24
        of this Indenture.


     


      (b)  Unless
        the Issuer otherwise determines, the fiscal year of the Issuer shall end
        on June
        30 of each year. In the case of any change to the Issuer’s fiscal year, the
        Administrator shall notify the Indenture Trustee of such
        change.


     

    ARTICLE
      VIII

     

    Accounts,
      Disbursements and Releases

     

    SECTION
      8.01  Collection
      of Money.
      (a)
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      on
      behalf of the holders of the Notes as provided in this Indenture. Except as
      otherwise expressly provided in this Indenture, if any default occurs in the
      making of any payment or performance under any agreement or instrument that
      is
      part of the Indenture Trust Estate, the Indenture Trustee may take such action
      as may be appropriate to enforce such payment or performance, including the
      institution and prosecution of appropriate Proceedings. Any such action shall
      be
      without prejudice to any right to claim a Default under this Indenture and
      any
      right to proceed thereafter as provided in Article V.

     

    (b)  The
      Indenture Trustee shall deposit into the Collection Account all payments it
      receives from the Servicers by or on behalf of the Obligors with respect to
      the
      Student Loans, and all related Liquidation Proceeds and Recoveries, as collected
      during the Collection Period. For purposes of this Article VIII, the phrase
      “payments by or on behalf of Obligors” shall mean payments made with respect to
      the Student Loans, as applicable, by or on behalf of borrowers thereof and
      the
      Guarantee Agency.

     


      (c)  The
        Indenture Trustee shall deposit into the Collection Account the aggregate
        Purchase Amount it receives with respect to Purchased Student Loans and all
        other amounts received from the Sellers or the Servicers with respect to
        the
        Student Loans. The Indenture Trustee also shall deposit into the Collection
        Account all amounts transferred from the Pre-Funding Account pursuant to
        Section
        8.10.


     


      SECTION
        8.02  Trust
        Accounts.
        (a)(i)  The
        Issuer, for the benefit of the Noteholders and itself, shall establish and
        maintain in the name of the Indenture Trustee an Eligible Deposit Account
        (the
“Collection Account”), bearing a designation clearly indicating that the funds
        deposited therein are held for the benefit of the Noteholders and the Issuer.
        The Collection Account will initially be established as a segregated account
        at
        U.S. Bank National Association in the name of the Indenture Trustee. The
        Issuer
        will make an initial deposit on the Closing Date into the Collection Account
        of
        cash equal to $_________, which amount will be disbursed on the Closing Date
        by
        the Indenture Trustee, pursuant to written instructions of the Administrator,
        to
        acquire the Initial Financed Student Loans and $_________ will be disbursed
        on
        the Closing Date by the Indenture Trustee, pursuant to written instructions
        of
        the Administrator, to pay the First Marblehead Corporation a structuring
        advisory fee.


     

    (ii)  The
      Issuer, for the benefit of the Noteholders and itself, shall establish and
      maintain in the name of the Indenture Trustee an Eligible Deposit Account (the
      “Reserve Account”), bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Noteholders and the Issuer.
      The Reserve Account initially will be established as a segregated account at
      U.S. Bank National Association in the name of the Indenture Trustee. The Issuer
      will make an initial deposit on the Closing Date into the Reserve Account of
      cash or certain Eligible Investments equal to the Reserve Account Initial
      Deposit.

     

    (iii)  The
      Issuer, for the benefit of the Noteholders and itself, shall establish and
      maintain in the name of the Indenture Trustee an Eligible Deposit Account (the
      “Pre-Funding Account”), bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Noteholders and the Issuer.
      The Pre-Funding Account initially will be established as a segregated account
      at
      U.S. Bank National Association in the name of the Indenture Trustee. The Issuer
      will make an initial deposit on the Closing Date into the Pre-Funding Account
      of
      cash or certain Eligible Investments equal to $0 (the “Pre-Funded Amount”), to
      be used for the purchase of Subsequent Student Loans and as provided by Section
      8.10 hereof.

     

    (iv)  The
      Issuer, for the benefit of the Noteholders and itself, shall establish and
      maintain in the name of the Indenture Trustee an Eligible Deposit Account (the
      “Future Distribution Account”), bearing a designation clearly indicating that
      the funds deposited therein are held for the benefit of the Noteholders and
      the
      Issuer. The Future Distribution Account initially will be established as a
      segregated account at U.S. Bank National Association in the name of the
      Indenture Trustee.

     

    (b)  Funds
      on
      deposit in the Collection Account, the Reserve Account, the Pre-Funding Account
      and the Future Distribution Account (collectively, the “Trust Accounts”) shall
      be invested by the Indenture Trustee (or any custodian or designated agent
      with
      respect to any amounts on deposit in such accounts) in Eligible Investments
      pursuant to written instructions by the Issuer; provided,
      however,
      it is
      understood and agreed that the Indenture Trustee shall not be liable for any
      loss arising from such investment in Eligible Investments. All such Eligible
      Investments shall be held by (or by any custodian on behalf of) the Indenture
      Trustee for the benefit of the Noteholders and the Issuer; provided that on
      the
      Business Day preceding each Distribution Date on which funds in the applicable
      Trust Account will be needed, all interest and other investment income (net
      of
      losses and investment expenses) on funds on deposit therein shall be deposited
      into the Collection Account and shall constitute a portion of the Available
      Funds for such Distribution Date. Other than as described in the following
      proviso or as otherwise permitted by the Rating Agencies, funds on deposit
      in
      the Trust Accounts shall be invested in Eligible Investments that will mature
      so
      that such funds will be available at the close of business on the Business
      Day
      preceding the following Distribution Date for which such funds are needed;
      provided,
      however,
      that
      funds on deposit in Trust Accounts may be invested in Eligible Investments
      of
      the Indenture Trustee which may mature so that such funds will be available
      on
      such Distribution Date. Funds deposited in a Trust Account on a Business Day
      which immediately precedes a Distribution Date upon the maturity of any Eligible
      Investments are not required to be invested overnight. 

     

    (c)  The
      Indenture Trustee, on behalf of the Noteholders, shall possess all right, title
      and interest in all funds on deposit from time to time in the Trust Accounts
      and
      in all proceeds thereof (including all income thereon) and all such funds,
      investments, proceeds and income shall be part of the Indenture Trust Estate.
      Subject to the Issuer’s power to instruct the Indenture Trustee pursuant to
      paragraph (b) above, the Trust Accounts shall be under the sole dominion
      and control of the Indenture Trustee for the benefit of the Noteholders. If,
      at
      any time, any of the Trust Accounts ceases to be an Eligible Deposit Account,
      the Indenture Trustee (or the Administrator on its behalf) agrees, by its
      acceptance hereto, that it shall within 5 Business Days (or such longer period,
      not to exceed 30 calendar days, as to which each Rating Agency may consent)
      establish a new Trust Account as an Eligible Deposit Account and shall transfer
      any cash and/or any investments to such new Trust Account. In connection with
      the foregoing, the Issuer agrees that, in the event that any of the Trust
      Accounts are not accounts with the Indenture Trustee, the Issuer shall notify
      the Indenture Trustee, in writing, promptly upon any of such Trust Accounts
      ceasing to be an Eligible Deposit Account.

     

    (A)  With
      respect to the Trust Account Property, the Indenture Trustee agrees, by its
      acceptance hereof, that:

     


      (B)  any
        Trust
        Account Property that is held in deposit accounts shall be held solely in
        Eligible Deposit Accounts; and, subject to Section 8.02(b), each such Eligible
        Deposit Account shall be subject to the exclusive custody and control of
        the
        Indenture Trustee, and the Indenture Trustee shall have sole signature authority
        with respect thereto;


     


      (C)  any
        Trust
        Account Property shall be Delivered to the Indenture Trustee in accordance
        with
        the definition of “Delivery” herein and shall be held, pending maturity or
        disposition, solely by the Indenture Trustee or such other Person acting
        solely
        for the Indenture Trustee as required for Delivery;


     


      (D)  In
        the
        event that the Indenture Trustee, in its capacity as Securities Intermediary
        has
        or subsequently obtains by agreement, operation of law or otherwise a security
        interest in the Trust Accounts or any security entitlement credited thereto,
        the
        Indenture Trustee, in its capacity as Securities Intermediary hereby agrees
        that
        such security interest shall be subordinate to the security interest of the
        Indenture Trustee for the benefit of the Noteholders. The financial assets
        and
        other items deposited to the Trust Accounts will not be subject to deduction,
        set-off, banker’s lien, or any other right in favor of any person other than the
        Indenture Trustee (except that the Indenture Trustee, in its capacity as
        Securities Intermediary may set off (i) the face amount of any checks which
        have
        been credited to the Trust Accounts but are subsequently returned unpaid
        because
        of uncollected or insufficient funds, and (ii) all amounts due to it in respect
        of its customary fees and expenses for the routine maintenance and operation
        of
        the Trust Accounts;


     

    (E)  The
      Issuer shall instruct the Indenture Trustee to make withdrawals and payments
      from the Trust Accounts for the purpose of permitting the Indenture Trustee
      to
      carry out its duties under this Indenture;

     

    (F)  Each
      Trust Account provided for herein to be established and maintained by the
      Indenture Trustee shall be so established and maintained by the Indenture
      Trustee, as securities intermediary (in such capacity, the “Securities
      Intermediary”). Each item of “investment property” within the meaning of Section
      9-102(a)(49) of the New York Uniform Commercial Code (which shall not be deemed
      to include the Financed Student Loans or the related notes evidencing the
      Financed Student Loans) or “money” within the meaning of Section 1-201(24) of
      the New York Uniform Commercial Code, that is (whether investment property,
      security, instrument or cash) credited to such a Trust Account shall be treated
      as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York
      Uniform Commercial Code. The State of New York shall be deemed to be the
      Securities Intermediary’s location for purposes of the New York Uniform
      Commercial Code, and each such Trust Account (as well as the securities
      entitlements related thereto) shall be governed by the laws of the State of
      New
      York; and

     


      (G)  Following
        the filing of any UCC financing statement with respect to this Indenture,
        the
        Indenture Trustee hereby agrees to notify the Issuer no earlier than six
        months
        prior to the expiration of such filing of the need to file continuation
        statements, and to the extent permitted by law, the Issuer shall execute
        and
        file such continuation statements, and provide a copy thereof to the Indenture
        Trustee along with an Opinion of Counsel to the effect that all action has
        been
        taken as is necessary to maintain the lien and security interest created
        by this
        Indenture.


     

    

        (d)  On
          each
          Auction Rate Note Interest Payment Date for a Class of Auction Rate Notes
          that
          is not a Distribution Date, the Indenture Trustee will make the following
          distributions based upon written instructions received from the
          Administrator:

         

        (i)  First,
          from amounts on deposit in the Future Distribution Account allocated to
          the
          Auction Agent and the Broker-Dealers, and then from amounts on deposit
          in the
          Collection Account and the Reserve Account, pro rata based upon amounts
          owed to
          each such party, to the Auction Agent and the Broker-Dealers, the Auction
          Agent
          Fees and the Broker-Dealer Fees;

         

        (ii)  Second,
          from amounts on deposit in the Future Distribution Account to pay interest
          on
          that Class of Auction Rate Notes, and then from amounts on deposit in the
          Collection Account and the Reserve Account, to that Class of Auction Rate
          Notes,
          an amount equal to the Noteholders' Interest Distribution Amount for that
          Class
          of Auction Rate Notes;

         

        (iii)  Third,
          from amounts on deposit in the Future Distribution Account to pay principal
          on
          that Class of Auction Rate Notes, if any, to that Class of Action Rate
          Notes;
          and

         

        (iv)  Fourth,
          from amounts on deposit in the Future Distribution Account to pay Carry-over
          Amounts on that Class of Auction Rate Notes, if any, to that Class of Auction
          Rate Notes.

         

        (e)  On
          each
          Distribution Date on which a Class B Note Interest Trigger, a Class C Note
          Interest Trigger or a Class D Note Interest Trigger is not in effect, the
          Administrator shall instruct the Indenture Trustee in writing (based on
          the
          information contained in the Administrator’s Officer’s Certificate and each
          related Servicer’s Report delivered pursuant to the Administration Agreement) to
          make the following deposits and distributions to the Persons or to the
          account
          specified below by 11:00 a.m. (New York time), to the extent of the amount
          of
          Available Funds in the Collection Account, in the following order of priority
          (except as otherwise provided in Sections 5.04(b) or 5.04(c)) and the Indenture
          Trustee shall comply with such instruction; provided, however, only if
          an
          Auction Rate Note Interest Payment Date is also a Distribution Date will
          a Class
          of Auction Rate Notes be paid interest or principal on a Distribution Date
          (otherwise, the amount allocated to each such Class of Auction Rate Notes
          will
          be deposited into the Future Distribution Account): 


    

     


      FIRST:  pro
        rata
        (i) Indenture Trustee fees and expenses, Irish Paying Agent fees and expenses,
        Owner Trustee fees and expenses, and Back-up Administrator fees and expenses
        due
        on and allocated to such Distribution Date in an aggregate amount not to
        exceed
        $_______, per annum; (ii) Servicing Fees and expenses with respect to the
        Financed Student Loans due on such Distribution Date and all prior unpaid
        Servicing Fees and expenses allocated to the Financed Student Loans up to
        the
        amount specified in the Servicing Agreement, and (iii) Administration Fees
        and
        expenses with respect to the Financed Student Loans up to the amount specified
        in the Administration Agreement; to the extent the Distribution Date is also
        an
        Auction Rate Note Interest Payment Date, Broker-Dealer Fees and expenses
        up to
        the amount specified in the Broker-Dealer Agreements and Auction Agent Fees
        and
        expenses up to the amount specified in the Auction Agency
        Agreement;


     


      SECOND:  to
        the
        Future Distribution Account, in the amount of fees and expenses expected
        to
        accrue and be paid to the Auction Agent and the Broker-Dealers from the calendar
        day after the current month’s Distribution Date (plus, for the initial
        Distribution Date, the fees and expenses accrued from the Closing Date through
        and including such initial Distribution Date) through the following month’s
        Distribution Date, plus previously accrued and unpaid amounts not previously
        deposited in the Future Distribution Account;


     


      THIRD:  to
        TERI,
        the additional guaranty fees pursuant to the TERI Guaranty Agreements, which
        will be deposited into the TERI Pledge Fund;


     


      FOURTH:  to
        the
        holders of each Class of Class A Notes, the Noteholders’ Interest Distribution
        Amount for such Class A Notes on a pro rata basis;


     


      FIFTH:  to
        the
        extent the Distribution Date is also an Auction Rate Note Interest Payment
        Date
        for the Class B Notes, to the holders of the Class B Notes, the Noteholders'
        Interest Distribution Amount for the Class B Notes, and then to the Future
        Distribution Account, an amount equal to interest expected to accrue on the
        Class B Notes at the then applicable Auction Rate from the calendar day after
        the current Distribution Date (plus for the initial Distribution Date, the
        interest accrued from the Closing Date through and including such initial
        Distribution Date) through the following month's Distribution Date, plus
        previously accrued and unpaid amounts not previously deposited in the Future
        Distribution Account;


     

    

        SIXTH:  to
          the
          extent the Distribution Date is also an Auction Rate Note Interest Payment
          Date
          for the Class C Notes, to the holders of the Class C Notes, the Noteholders'
          Interest Distribution Amount for the Class C Notes, and then to the Future
          Distribution Account, an amount equal to interest expected to accrue on
          the
          Class C Notes at the then applicable Auction Rate from the calendar day
          after
          the current Distribution Date (plus for the initial Distribution Date,
          the
          interest accrued from the Closing Date through and including such initial
          Distribution Date) through the following month's Distribution Date, plus
          previously accrued and unpaid amounts not previously deposited in the Future
          Distribution Account;

         

        SEVENTH:  to
          the
          extent the Distribution Date is also an Auction Rate Note Interest Payment
          Date
          for the Class D Notes, to the holders of the Class D Notes, the Noteholders'
          Interest Distribution Amount for the Class D Notes, and then to the Future
          Distribution Account, an amount equal to interest expected to accrue on
          the
          Class D Notes at the then applicable Auction Rate from the calendar day
          after
          the current Distribution Date (plus for the initial Distribution Date,
          the
          interest accrued from the Closing Date through and including such initial
          Distribution Date) through the following month's Distribution Date, plus
          previously accrued and unpaid amounts not previously deposited in the Future
          Distribution Account;

         

        EIGHTH:  to
          the
          Reserve Account, an amount, if any, up to the amount necessary to reinstate
          the
          balance of the Reserve Account to the Required Reserve Amount;

         

        NINTH:  to
          TERI
          (or the TERI Pledge Fund), to purchase Rehabilitated Financed Student
          Loans;

         

        TENTH:  the
          Noteholders’ Principal Distribution Amount to the holders of (i) the Class A-1
          Notes, until paid in full, then (ii) the Class A-2 Notes, until paid in
          full,
          then (iii) the Class A-3 Notes, until paid in full, then (iv) the Class
          A-4
          Notes, until paid in full, then (v) the Class A-5 Notes, until paid in
          full,
          then (vi) the Class B Notes or
          to the
          Future Distribution Account, as the case may be,
          to pay
          any Noteholders’ Interest Carryover Shortfall for the Class B Notes, until paid
          in full, then (vii) the Class B Notes or to the Future Distribution Account,
          as
          the case may be, until paid in full, then (viii) the Class C Notes or to
          the
          Future Distribution Account, as the case may be, to pay any Noteholders’
Interest Carryover Shortfall for the Class C Notes, until paid in full,
          then
          (ix) the Class C Notes or to the Future Distribution Account, as the case
          may
          be, until paid in full, then (x) the Class D Notes or to the Future Distribution
          Account, as the case may be, to pay any Noteholders’ Interest Carryover
          Shortfall for the Class D Notes, until paid in full, and finally, (xi)
          the Class
          D Notes or to the Future Distribution Account, as the case may be, until
          paid in
          full; provided,
          however,
          that on
          and after the Stepdown Date and so long as no Subordinate Note Principal
          Trigger
          has occurred and remains in effect, the Class A Percentage of the Noteholders’
Principal Distribution Amount will be payable to the Class A Notes (in
          the same
          order of priority set forth above), the Class B Percentage of the Noteholders’
Principal Distribution Amount will be payable to the Class B Notes first
          to pay
          any Noteholders’ Interest Carryover Shortfall for the Class B Notes and then to
          pay principal until paid in full, the Class C Percentage of the Noteholders’
Principal Distribution Amount will be payable to the Class C Notes first
          to pay
          any Noteholders’ Interest Carryover Shortfall for the Class C and then to pay
          principal until paid in full, and the Class D Percentage of the Noteholders’
Principal Distribution Amount will be payable to the Class D Notes first
          to pay
          any Noteholders’ Interest Carryover Shortfall for the Class D and then to pay
          principal until paid in full;

         

        ELEVENTH:  to
          the
          holders of the Class B Notes or to the Future Distribution Account, as
          the case
          may be, any remaining Noteholders’ Interest Carryover Shortfall for the Class B
          Notes;

         

        TWELFTH:  
          to the
          holders of the Class C Notes or to the Future Distribution Account, as
          the case
          may be, any remaining Noteholders’ Interest Carryover Shortfall for the Class C
          Notes;

         

        THIRTEENTH:  to
          the
          holders of the Class D Notes or to the Future Distribution Account, as
          the case
          may be, any remaining Noteholders’ Interest Carryover Shortfall for the Class D
          Notes;

         

        FOURTEENTH:  pro rata:
          (i) any
          unreimbursed Advances to FMC, (ii) for all amounts in excess of the maximum
          amounts specified in priority FIRST: for Indenture Trustee fees and expenses
          pursuant to the Indenture; for Irish Paying Agent fees and expenses pursuant
          to
          the Irish Paying Agent Agreement; Owner Trustee fees and expenses pursuant
          to
          the Trust Agreement; for Back-up Administrator fees and expenses pursuant
          to the
          Back-up Administration Agreement; (iii) indemnities, fees and expenses
          of the
          Servicer; (iv) the portion of the Administration Fee and expenses allocated
          to
          the Notes; and (v) all unpaid Administration Fees and expenses from prior
          Collection Periods allocated to the Notes.

         

        FIFTEENTH:  if
          a
          Turbo Trigger is in effect, to the holders of the Notes, any remaining
          amounts
          as payment of principal allocated among the Noteholders as described in
          priority
          TENTH until the Outstanding Amount of each Class of Notes is reduced to
          zero;

         

        SIXTEENTH:  to
          the
          holders of the Class A-IO Notes any Prepayment Penalty for that Distribution
          Date and any Prepayment Penalties remaining unpaid from prior Distribution
          Dates, together with interest thereon at the Note Interest Rate for the
          Class
          A-IO Notes; and

         

        SEVENTEENTH:  to
          FMC,
          any unpaid and accrued structuring advisory fees, and then to the
          Certificateholders, any remaining amounts.


    

     


      Notwithstanding
        the foregoing, for each Distribution Date on which (i) a Class B Note Interest
        Trigger is in effect (x) amounts payable pursuant to priority FIFTH will
        instead
        be paid following payment of the Noteholders’ Principal Distribution Amount to
        the Class A Notes pursuant to priority TENTH (i) through (v), inclusive,
        (y)
        amounts payable pursuant to priorities SIXTH and TENTH (viii) and (ix) will
        instead be paid following priority ELEVENTH and (z) amounts payable pursuant
        to
        priorities SEVENTH and TENTH (x) and (xi) will instead be paid following
        priority TWELFTH; (ii) a Class C Note Interest Trigger is in effect (x) amounts
        payable pursuant to priorities FIFTH and TENTH (viii) and (ix) will instead
        be
        paid following priority ELEVENTH and (y) amounts payable pursuant to priorities
        SEVENTH and TENTH (x) and (xi) will instead be paid following priority
TWELFTH;
        and
        (iii) a Class D Note Interest Trigger is in effect amounts payable pursuant
        to
        priorities SEVENTH and TENTH (x) and (xi) will instead be paid following
        priority TWELFTH.]


     

    SECTION
      8.03  General
      Provisions Regarding Accounts.
      (a)
      So long
      as no Default shall have occurred and be continuing, all or a portion of the
      funds in the Trust Accounts shall be invested in Eligible Investments and
      reinvested by the Indenture Trustee upon Issuer Order, subject to the provisions
      of Section 8.01(b); provided, however, that funds in the Pre-Funding Account
      shall be invested only in Eligible Investments described in clause (a) of the
      definition thereof. All income or other gain from investments of moneys
      deposited in the Trust Accounts shall be deposited by the Indenture Trustee
      in
      the Collection Account, and any loss resulting from such investments shall
      be
      charged to such Trust Account. The Issuer will not direct the Indenture Trustee
      to make any investment of any funds or to sell any investment held in any of
      the
      Trust Accounts unless the security interest granted and perfected in such
      account will continue to be perfected in such investment or the proceeds of
      such
      sale, in either case without any further action by any Person, and, in
      connection with any direction to the Indenture Trustee to make any such
      investment or sale, if requested by the Indenture Trustee, the Issuer shall
      deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
      Indenture Trustee, to such effect.

     

    (b)  Subject
      to Section 6.01(c), the Indenture Trustee shall not in any way be held liable
      by
      reason of any insufficiency in any of the Trust Accounts resulting from any
      loss
      on any Eligible Investment included therein except for losses attributable
      to
      the Indenture Trustee’s failure to make payments on such Eligible Investments
      issued by the Indenture Trustee, in its commercial capacity as principal obligor
      and not as trustee, in accordance with their terms.

     


      (c)  If
        (i)
        the Issuer shall have failed to give investment directions for any funds
        on
        deposit in the Trust Accounts to the Indenture Trustee by 1:00 p.m. Eastern
        Time
        (or such other time as may be agreed by the Issuer and Indenture Trustee)
        on any
        Business Day; or (ii) a Default shall have occurred and be continuing, but
        the
        Notes shall not have been declared due and payable pursuant to Section 5.02,
        or,
        if such Notes shall have been declared due and payable following an Event
        of
        Default, amounts collected or receivable from the Indenture Trust Estate
        are
        being applied in accordance with Section 5.04 as if there had not been such
        a
        declaration; then the Indenture Trustee shall, to the fullest extent
        practicable, invest and reinvest funds in the Trust Accounts in one or more
        of
        the Indenture Trustee’s money market mutual funds that is an Eligible
        Investment.


     

    SECTION
      8.04  Release
      of Indenture Trust Estate.
      (a)
      Subject
      to the payment of its fees and expenses pursuant to Section 6.07, the Indenture
      Trustee may, and when required by the provisions of this Indenture shall,
      execute instruments to release property from the lien of this Indenture, or
      convey the Indenture Trustee’s interest in the same, in a manner and under
      circumstances that are not inconsistent with the provisions of this Indenture.
      No party relying upon an instrument executed by the Indenture Trustee as
      provided in this Article VIII shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any moneys.

     


      (b)  The
        Indenture Trustee shall, at such time as there are no Notes Outstanding and
        all
        sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release
        any remaining portion of the Indenture Trust Estate that secured the Notes
        from
        the lien of this Indenture and release to the Issuer or any other Person
        entitled thereto any funds then on deposit in the Trust Accounts. The Indenture
        Trustee shall release property from the lien of this Indenture pursuant to
        this
        Section 8.04(b) only upon receipt of an Issuer Request accompanied by an
        Officers’ Certificate of the Issuer and an Opinion of Counsel meeting the
        applicable requirements of Section 11.01.


     

    SECTION
      8.05  Opinion
      of Counsel.
      The
      Indenture Trustee shall receive at least seven days’ notice when requested by
      the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies
      of any instruments involved, and the Indenture Trustee shall also require,
      except in connection with any action contemplated by Section 8.04(c), as a
      condition to such action, an Opinion of Counsel, in form and substance
      satisfactory to the Indenture Trustee, stating the legal effect of any such
      action, outlining the steps required to complete the same, and concluding that
      all conditions precedent to the taking of such action have been complied with
      and such action will not materially and adversely impair the security for the
      Notes or the rights of the holders of the Notes in contravention of the
      provisions of this Indenture. Counsel rendering any such opinion may rely,
      without independent investigation, on the accuracy and validity of any
      certificate or other instrument delivered to the Indenture Trustee in connection
      with any such action.

     


      SECTION
        8.06  Cost
        of Issuance Account.
        The
        Issuer shall establish and maintain in the name of the Indenture Trustee
        an
        Eligible Deposit Account (the “Cost of Issuance Account”). The Cost of Issuance
        Account shall not be a Trust Account and the Noteholders shall have no interest
        in the amount deposited therein. The Cost of Issuance Account initially will
        be
        established as a segregated account at U.S. Bank National Association in
        the
        name of the Indenture Trustee. The Issuer shall make a deposit into the Cost
        of
        Issuance Account on the Closing Date in an amount equal to $____________.
        Upon
        receipt of written instructions from the Administrator, the Indenture Trustee
        shall remit funds on deposit in the Cost of Issuance Account to pay the costs
        and expenses incurred by the Issuer in connection with issuing the Notes.
        Commencing 60 days after the Closing Date, the Indenture Trustee shall remit
        funds, if any, remaining in the Cost of Issuance Account as directed in writing
        by the Administrator.


     


      SECTION
        8.07  Application
        of Collections.
        (a)
        With
        respect to each Financed Student Loan, all collections (including all Guarantee
        Payments) with respect thereto for the Collection Period shall be applied
        to
        interest and principal on such Financed Student Loan by allocating to interest
        the portion of such collection equal to the product of (A) the applicable
        interest rate on such Financed Student Loan, (B) the unpaid principal balance
        of
        such Financed Student Loan, and (C) the period of time elapsed since the
        preceding payment of interest on such Financed Student Loan was made (over
        the
        actual number of days in a year) (“Interest Collections”) and by allocating the
        remainder of such collection to principal.


     

    (b)  All
      Liquidation Proceeds shall be applied to the related Financed Student
      Loan.

     

    SECTION
      8.08  Reserve
      Account.
      (a)  On
      the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit
      into the Reserve Account. The Indenture Trustee shall deposit into the Reserve
      Account the amounts, if any, required to be deposited pursuant to Sections
      8.02
      and 8.11.

     


      (b)  (i)
        If
        the amounts payable for any Distribution Date pursuant to Section 8.02(d)(1)
        exceed the amount distributed or allocated to the applicable parties on such
        Distribution Date (exclusive of the amounts described in the second proviso
        to
        the definition of “Available Funds” included in Appendix A hereto), the
        Administrator shall instruct the Indenture Trustee in writing to withdraw
        from
        the Reserve Account on such Distribution Date an amount equal to such excess,
        to
        the extent of funds available therein, and to distribute or allocate such
        amounts to the applicable parties pro rata (based upon the amount owed to
        such
        parties);


     


      (ii)  If
        the
        amounts payable for any Distribution Date pursuant to Section 8.02(d)(2)
        exceed
        the amount transferred to the TERI Pledge Fund on such Distribution Date
        (exclusive of the amounts described in the second proviso to the definition
        of
“Available Funds” included in Appendix A hereto), the Administrator shall
        instruct the Indenture Trustee in writing to withdraw from the Reserve Account
        on such Distribution Date an amount equal to such excess, to the extent of
        funds
        available therein after giving effect to paragraph (b)(i) above, and to transfer
        such amount to the TERI Pledge Fund;


     


      (iii)  If
        the
        Noteholders’ Interest Distribution Amount with respect to the Class A Notes for
        a Distribution Date exceeds the amount distributed to the holders of the
        Class A
        Notes on such Distribution Date (exclusive of the amounts described in the
        second proviso to the definition of “Available Funds” included in Appendix A
        hereto), the Administrator shall instruct the Indenture Trustee in writing
        to
        withdraw from the Reserve Account on such Distribution Date an amount equal
        to
        such excess, to the extent of funds available therein after giving effect
        to
        paragraphs (b)(i) through (b)(ii) above, and to distribute such amount to
        the
        applicable parties pro rata (based upon the amounts then owed to each such
        party);


     

    

        (iv)  If
          on the
          Final Maturity Date for a Class of Class A Notes, the outstanding principal
          balance of the applicable Class of Class A Notes (prior to giving effect
          to any
          distribution of principal thereon on such date) exceeds the amount of principal
          distributed to the holders of the applicable Class of Class A Notes on
          such
          date, the Administrator shall instruct the Indenture Trustee in writing
          on such
          date to withdraw from the Reserve Account on such date an amount equal
          to such
          excess, to the extent of funds available therein, after giving effect to
          paragraphs (b)(i) through (b)(iii) above, and to distribute such amount,
          pro
          rata, to the holders of the applicable Class of Class A Notes, in the same
          order
          and priority as is set forth in Section 8.02(d)(10);

         

        (v)  If
          the
          Noteholders’ Interest Distribution Amount with respect to the Class B Notes for
          a Distribution Date exceeds the amount distributed to the holders of the
          Class B
          Notes or allocated to the Future Distribution Account, as the case may
          be, on
          such Distribution Date, the Administrator shall instruct the Indenture
          Trustee
          in writing to withdraw from the Reserve Account on such Distribution Date
          an
          amount equal to such excess, to the extent of funds available therein after
          giving effect to paragraphs (b)(i) through (b)(iv) above, and to distribute
          such
          amount, to the holders of the Class B Notes entitled thereto or allocate
          such
          amount to the Future Distribution Account, as the case may be;

         

        (vi)  If
          on the
          Final Maturity Date for the Class B Notes, the outstanding principal balance
          of
          the Class B Notes (prior to giving effect to any distribution of principal
          thereon on such date) exceeds the amount of principal distributed to the
          holders
          of the Class B Notes or allocated to the Future Distribution Account, as
          the
          case may be, on such date, the Administrator shall instruct the Indenture
          Trustee in writing on such date to withdraw from the Reserve Account on
          such
          date an amount equal to such excess, to the extent of funds available therein,
          after giving effect to paragraphs (b)(i) through (b)(v) above and to distribute
          such amount to the holders of the Class B Notes or allocate such amount
          to the
          Future Distribution Account, as the case may be;

         

        (vii)  If
          the
          Noteholders’ Interest Distribution Amount with respect to the Class C Notes for
          a Distribution Date exceeds the amount distributed to the holders of the
          Class C
          Notes or allocated to the Future Distribution Account, as the case may
          be, on
          such Distribution Date, the Administrator shall instruct the Indenture
          Trustee
          in writing to withdraw from the Reserve Account on such Distribution Date
          an
          amount equal to such excess, to the extent of funds available therein after
          giving effect to paragraphs (b)(i) through (b)(vi) above, and to distribute
          such
          amount to the holders of the Class C Notes entitled thereto or allocate
          such
          amount to the Future Distribution Account, as the case may be;

         

        (viii)  If
          on the
          Final Maturity Date for the Class C Notes, the outstanding principal balance
          of
          the Class C Notes (prior to giving effect to any distribution of principal
          thereon on such date) exceeds the amount of principal distributed to the
          holders
          of the Class C Notes or allocated to the Future Distribution Account, as
          the
          case may be, on such date, the Administrator shall instruct the Indenture
          Trustee in writing on such date to withdraw from the Reserve Account on
          such
          date an amount equal to such excess, to the extent of funds available therein,
          after giving effect to paragraphs (b)(i) through (b)(vii) above and to
          distribute such amount to the holders of the Class C Notes or allocate
          such
          amount to the Future Distribution Account, as the case may be;

         

        (ix)  If
          the
          Noteholders’ Interest Distribution Amount with respect to the Class D Notes for
          a Distribution Date exceeds the amount distributed to the holders of the
          Class D
          Notes or allocated to the Future Distribution Account, as the case may
          be, on
          such Distribution Date, the Administrator shall instruct the Indenture
          Trustee
          in writing to withdraw from the Reserve Account on such Distribution Date
          an
          amount equal to such excess, to the extent of funds available therein after
          giving effect to paragraphs (b)(i) through (b)(viii) above, and to distribute
          such amount to the holders of the Class D Notes entitled thereto or allocate
          such amount to the Future Distribution Account, as the case may be;

         

        (x)  If
          on the
          Final Maturity Date for the Class D Notes, the outstanding principal balance
          of
          the Class D Notes (prior to giving effect to any distribution of principal
          thereon on such date) exceeds the amount of principal distributed to the
          holders
          of the Class D Notes or allocated to the Future Distribution Account, as
          the
          case may be, on such date, the Administrator shall instruct the Indenture
          Trustee in writing on such date to withdraw from the Reserve Account on
          such
          date an amount equal to such excess, to the extent of funds available therein,
          after giving effect to paragraphs (b)(i) through (b)(ix) above and to distribute
          such amount to the holders of the Class D Notes or allocate such amount
          to the
          Future Distribution Account, as the case may be.


    

     

    

        (c)  If
          the
          amount on deposit in the Reserve Account on any Distribution Date (after
          giving
          effect to all deposits or withdrawals therefrom on such Distribution Date)
          is
          greater than the Required Reserve Amount for such Distribution Date, the
          Administrator shall instruct the Indenture Trustee in writing to deposit
          the
          amount of such excess into the Collection Account for distribution on such
          Distribution Date or allocate such amount to the Future Distribution Account,
          as
          the case may be.

         

        (d)  If
          on any
          Distribution Date the amount on deposit in the Reserve Account (after giving
          effect to all deposits or withdrawals therefrom on such Distribution Date)
          is
          equal to or greater than the aggregate Outstanding Amount of all Notes,
          the
          Administrator shall instruct the Indenture Trustee in writing to deposit
          all
          amounts in the Reserve Account into the Collection Account for distribution
          on
          such Distribution Date.

         

        SECTION
          8.09  Statements
          to Noteholders.
          (a) On
          each Determination Date preceding a Distribution Date, pursuant to the
          Administration Agreement the Administrator shall provide to the Indenture
          Trustee (with a copy to the Owner Trustee and the Rating Agencies) for
          the
          Indenture Trustee to forward on such succeeding Distribution Date to each
          holder
          of record of the Notes a statement setting forth at least the following
          information as to the Notes, to the extent applicable:


    

     

    FIRST:  the
      amount of the distribution allocable to principal of each Class of
      Notes;

     


      SECOND:  the
        amount of the distribution allocable to interest on each Class of Notes
        (including, with respect to the Class B Notes, the Class C Notes and the
        Class D
        Notes, the portion allocable to Noteholders’ Interest Carryover Shortfall),
        together with the interest rates applicable with respect
        thereto;


     

    THIRD:  the
      Pool
      Balance as of the close of business on the last day of the preceding Collection
      Period, after giving effect to the related payments allocated to principal
      reported under clause (1) above;

     


      FOURTH:  the
        aggregate outstanding principal balance of each Class of Notes as of such
        Distribution Date, after giving effect to related payments allocated to
        principal reported under clause (1) above;


     


      FIFTH:  for
        each
        Distribution Date (A) the amount of fees and expenses paid to the Indenture
        Trustee and the Owner Trustee; (B) the amount of the Servicing Fee and expenses
        paid to the Servicers; (C) the amount of fees paid to TERI; (D) the amount
        of
        the Administration Fee and expenses paid to the Administrator, and (E) the
        amount of the Back-Up Administration Fee and expenses paid to the Back-Up
        Administrator, and, in each case, with respect to such Collection Period,
        together with the amount, if any, remaining unpaid after giving effect to
        all
        such payments;


     


      SIXTH:  for
        each
        Distribution Date, the amount of the aggregate Realized Losses for the Financed
        Student Loans, if any, for such Collection Period and the balance of the
        Financed Student Loans that are delinquent in each delinquency period as
        of the
        end of such Collection Period;


     


      SEVENTH:  the
        balance of the Reserve Account on such Distribution Date, after giving effect
        to
        changes therein on such Distribution Date;


     


      EIGHTH:  the
        amounts withdrawn from the Reserve Account on such Distribution
        Date;


     

    

        NINTH:  the
          balance of the Future Distribution Account on such Distribution
          Date;

         

        TENTH:  the
          amounts paid from the Future Distribution Account on each Auction Payment
          Date
          subsequent to the immediately prior Distribution Date;

         

        ELEVENTH:  for
          Distribution Dates during the Funding Period, the remaining Pre-Funded
          Amount on
          such Distribution Date, after giving effect to changes therein during the
          related Collection Period;

         

        TWELFTH:  for
          the
          first Distribution Date on or following the end of the Funding Period,
          the
          amount of any remaining Pre-Funded Amount that has not been used to make
          Additional Fundings with respect to Additional Student Loans and is being
          deposited into the Collection Account; and

         

        THIRTEENTH:  the
          amount of any Advance with respect to such Distribution Date;

         

        FOURTEENTH:  the
          amount transferred to the TERI Pledge Fund to acquire Rehabilitated Student
          Loans with respect to such Distribution Date; and

         

        FIFTEENTH:  the
          amount of the distribution allocable to Prepayment
          Penalties.


    

     


      Each
        amount set forth pursuant to clauses (1), (2), (3), (5) and (6) above shall
        be expressed as a dollar amount. A copy of the statements referred to above
        may
        be obtained by any Note Owner by a written request to the Indenture Trustee
        addressed to the Corporate Trust Office.


     


      (b)  On
        each
        Determination Date preceding an Auction Rate Note Interest Payment Date,
        the
        Administrator shall provide to the Indenture Trustee (with a copy to the
        Owner
        Trustee and the Rating Agencies) for the Indenture Trustee to forward to
        each
        holder of record of the applicable Class of Notes a statement setting forth
        the
        information in clauses (1) and (2) above with respect to the related Auction
        Rate Notes.


     

    SECTION
      8.10  Pre-Funding
      Account.
      (a)  On
      the Closing Date, the Issuer will deposit in the Pre-Funding Account, $____,
      to
      be used to by the Trust to acquire Subsequent Student Loans and as otherwise
      provided in this Section 8.10. On each Subsequent Transfer Date during the
      Funding Period on which Additional Student Loans are to be conveyed to the
      Issuer, the Issuer shall instruct the Indenture Trustee in writing to withdraw
      from the Pre-Funding Account an amount equal to the lesser of (i) ___% of the
      sum of (x) the principal balance of, plus (y) to the extent capitalized or
      to be
      capitalized upon commencement of repayment or during deferment or forbearance,
      accrued interest on, such Subsequent Student Loans, plus (z) any origination
      fees or reimbursement of guaranty fees and (ii) an amount that results in the
      sum of the Pool Balance, the amount deposited into the TERI Pledge Fund, the
      Pre-Funding Account, the Reserve Account, the Future Distribution Account and
      the Collection Account equaling __% of the outstanding principal amount of
      the
      Notes. The Administrator shall instruct the Indenture Trustee in writing to
      distribute such amount as directed by the Administrator. On each Subsequent
      Transfer Date, if the amount deposited into the TERI Pledge Fund on such date
      is
      less than __% of the principal balance of the Subsequent Student Loans being
      acquired by the Issuer on such Subsequent Transfer Date, the Indenture Trustee,
      upon receipt of written instructions from the Administrator, shall transfer
      from
      the Pre-Funding Account to the Collection Account on such Subsequent Transfer
      Date the amount of such deficiency.

     

    (b)  If
      the
      Pre-Funded Amount has not been reduced to zero on or prior to the Distribution
      Date on which the Funding Period ends (or, if the Funding Period does not end
      on
      a Distribution Date, on or prior to the first Distribution Date following the
      end of the Funding Period) after giving effect to any reductions in the
      Pre-Funded Amount on such Distribution Date pursuant to paragraph (a) above,
      the
      Administrator shall instruct the Indenture Trustee in writing to transfer on
      such Distribution Date from the Pre-Funding Account to the Collection Account
      an
      amount equal to the funds remaining in the Pre-Funding Account. Any such funds
      so transferred shall be considered Available Funds for the related Distribution
      Date.

     


      SECTION
        8.11  Advances.
        (a)
        On or
        prior to any Distribution Date, a Certificateholder may, but shall not be
        obligated to, make an optional deposit (each, an “Optional Deposit”) to the
        Reserve Account from funds to be released to such Certificateholder pursuant
        to
        Section 8.02(d)(17) on such Distribution Date or otherwise. Any such Optional
        Deposit shall be applied on the related Distribution Date in the same manner
        as
        other funds on deposit in the Reserve Account on the related Distribution
        Date
        in accordance with Section 8.08. 


     


      (b)  If
        on any
        Determination Date the amount required to be distributed on the upcoming
        Distribution Date pursuant to Section 8.02(d)(1), would exceed the sum of
        the
        aggregate amount in the Collection Account, the Future Distribution Account
        and
        the Reserve Account, the Administrator, in its sole option, may elect to
        deposit, or have an Affiliate deposit, in the Reserve Account (no later than
        the
        Business Day immediately preceding such Distribution Date) an amount up to
        the
        amount of such deficiency (such deposit, is referred to as an “Advance”).



     

    SECTION
      8.12  Future
      Distribution Account.
      The
      Indenture Trustee shall make deposits into and withdrawals from the Future
      Distribution Account as provided in Section 8.02. To the extent amounts to
      be
      paid to the Noteholders or any other Person are in the Future Distribution
      Account, the Indenture Trustee, based upon written instructions received from
      the Administrator, shall transfer such amounts from the Future Distribution
      Account to the Collection Account and make such payments from the Collection
      Account.

     

    ARTICLE
      IX

     

    Supplemental
      Indentures

     

    SECTION
      9.01  Supplemental
      Indentures Without Consent of Noteholders.
      (a)
      Without
      the consent of any holders of the Notes but with prior notice to the Rating
      Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer
      Order, at any time and from time to time, may enter into one or more indentures
      supplemental hereto, in form satisfactory to the Indenture Trustee, for any
      of
      the following purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer herein and in the Notes contained;

     

    (iii)  to
      add to
      the covenants of the Issuer, for the benefit of the holders of the Notes, or
      to
      surrender any right or power herein conferred upon the Issuer;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture which may be inconsistent with any other provision herein
      or in any supplemental indenture or to make any other provisions with respect
      to
      matters or questions arising under this Indenture or in any supplemental
      indenture; provided that such action shall not materially adversely affect
      the
      interests of the holders of the Notes; or

     

    (vi)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)  The
      Administrator, on behalf of the Issuer and the Indenture Trustee, when
      authorized by an Issuer Order, may, also without the consent of any of the
      holders of the Notes but upon satisfying the Rating Agency Condition, enter
      into
      an indenture or indentures supplemental hereto for the purpose of adding any
      provisions to, or changing in any manner or eliminating any of the provisions
      of, this Indenture including changing the Auction Procedures for the Auction
      Rate Notes, or of modifying in any manner the rights of the holders of the
      Notes
      under this Indenture; provided,
      however,
      that
      such action shall not, as evidenced by an Opinion of Counsel, adversely affect
      in any material respect the interests of any holder of the Notes.

     


      SECTION
        9.02  Supplemental
        Indentures with Consent of Noteholders.
        The
        Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
        may,
        with prior notice to the Rating Agencies, and with the consent of the Interested
        Noteholders holding a majority of the Outstanding Amount of the related Classes
        of Notes, enter into an indenture or indentures supplemental hereto for the
        purpose of adding any provisions to, or changing in any manner or eliminating
        any of the provisions of, this Indenture or of modifying in any manner the
        rights of the holders of the Notes under this Indenture; provided,
        however,
        that no
        such supplemental indenture shall, without the consent of the holder of each
        Outstanding Note affected thereby:


     

    (i)  change
      the date of payment of any installment of principal of or interest on each
      Class
      of Notes, or reduce the principal amount thereof or the interest rate thereon,
      change the provisions of this Indenture relating to the application of
      collections on, or the proceeds of the sale of, the Indenture Trust Estate
      to
      payment of principal of or interest on the applicable Notes, or change any
      place
      of payment where, or the coin or currency in which, any Note or the interest
      thereon is payable, or impair the right to institute suit for the enforcement
      of
      the provisions of this Indenture requiring the application of funds available
      therefor, as provided in Article V, to the payment of any such amount due on
      the
      Notes on or after the respective due dates thereof;

     

    (ii)  reduce
      the percentage of the Outstanding Amount of the Notes, the consent of the
      holders of which is required for any such supplemental indenture, or the consent
      of the holders of the Notes of which is required for any waiver of compliance
      with certain provisions of this Indenture or certain defaults hereunder and
      their consequences provided for in this Indenture;

     

    (iii)  modify
      or
      alter the provisions of the proviso to the definition of the term
“Outstanding”;

     

    (iv)  reduce
      the percentage of the Outstanding Amount of the Notes required to direct the
      Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust
      Estate pursuant to Section 5.04;

     

    (v)  modify
      any provision of this Section except to increase any percentage specified herein
      or to provide that certain additional provisions of this Indenture or the other
      Basic Documents cannot be modified or waived without the consent of the holder
      of each Outstanding Note affected thereby;

     

    (vi)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      applicable Note on any Distribution Date (including the calculation of any
      of
      the individual components of such calculation);

     

    (vii)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Indenture Trust Estate or, except
      as
      otherwise permitted or contemplated herein, terminate the lien of this Indenture
      on any property at any time subject hereto or deprive any holder of any Note
      of
      the security provided by the lien of this Indenture; or

     


      (viii)  change
        the definition of Interested Noteholders.


     

    It
      shall
      not be necessary for any Act of holders of the Notes under this Section to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any supplemental
      indenture pursuant to this Section, the Indenture Trustee shall mail to the
      holders of the Notes to which such amendment or supplemental indenture relates
      a
      notice prepared by the Issuer setting forth in general terms the substance
      of
      such supplemental indenture. Any failure of the Indenture Trustee to mail such
      notice, or any defect therein, shall not, however, in any way impair or affect
      the validity of any such supplemental indenture.

     


      SECTION
        9.03  Execution
        of Supplemental Indentures.
        In
        executing, or permitting the additional trusts created by, any supplemental
        indenture permitted by this Article IX or the modifications thereby of the
        trusts created by this Indenture, the Indenture Trustee shall be entitled
        to
        receive, and subject to Sections 6.01 and 6.02, shall be fully protected
        in
        relying upon, an Opinion of Counsel stating that the execution of such
        supplemental indenture is authorized or permitted by this Indenture and that
        all
        conditions precedent to the execution and delivery thereof have been satisfied.
        The Indenture Trustee may, but shall not be obligated to, enter into any
        such
        supplemental indenture that affects the Indenture Trustee’s own rights, duties,
        liabilities or immunities under this Indenture or otherwise.


     

    SECTION
      9.04  Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and be deemed to be modified and amended in accordance
      therewith, and the respective rights, limitations of rights, obligations,
      duties, liabilities and immunities under this Indenture of the Indenture
      Trustee, the Issuer and the holders of the Notes shall thereafter be determined,
      exercised and enforced hereunder subject in all respects to such modifications
      and amendments, and all the terms and conditions of any such supplemental
      indenture shall be and be deemed to be part of the terms and conditions of
      this
      Indenture for any and all purposes.

     

    SECTION
      9.05  [Reserved]

     

    SECTION
      9.06  Reference
      in Notes to Supplemental Indentures.
      Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Indenture Trustee shall,
      bear a notation in form approved by the Indenture Trustee as to any matter
      provided for in such supplemental indenture. If the Issuer or the Indenture
      Trustee shall so determine, new Notes so modified as to conform, in the opinion
      of the Indenture Trustee and the Issuer, to any such supplemental indenture
      may
      be prepared and executed by the Issuer and authenticated and delivered by the
      Indenture Trustee in exchange for Outstanding Notes.

     

    SECTION
      9.07  Conformity
      With the Trust Indenture Act.
      Every
      Supplemental Indenture executed pursuant to this Article IX shall conform
      to the requirements of the TIA as then in effect.

     

    ARTICLE
      X

     

    Reporting
      Requirements

     


      SECTION
        10.01  Annual
        Statement as to Compliance.
        The
        Issuer will cause each Servicer to deliver to the Administrator, any applicable
        annual statements as to compliance required by such Servicer’s Servicing
        Agreement. Copies of any such annual statements will be provided to the Rating
        Agencies rating the Notes.


     


      SECTION
        10.02  Annual
        Independent Public Accountants’ Servicing Report.
        The
        Issuer shall cause each Servicer to cause a firm of independent public
        accountants to furnish a statement to the Administrator and the Indenture
        Trustee in accordance with such Servicer’s Servicing Agreement. So long as the
        Issuer is required to file reports with the SEC pursuant to Section 15(d)
        of the
        Exchange Act, the Issuer shall cause each Servicer that is required to provide
        an assessment of compliance and an attestation report pursuant to Item 1122
        of
        Regulation AB to furnish such items to the Administrator and the Indenture
        Trustee in sufficient time to permit the Issuer to file in a timely manner
        with
        the SEC all reports required to be filed by the Issuer pursuant to Section
        15(d)
        of the Exchange Act. The Issuer shall cause copies of each document delivered
        pursuant to this Section 10.02 to be provided to the Rating Agencies rating
        the
        Notes.


     

    

        SECTION
          10.03  Assessment
          of Compliance and Attestation Reports.

         

        (a)  Assessment
          of Compliance.

         

        (i)  By
          September 15 of each year, commencing in September 200_, the Indenture
          Trustee
          shall furnish to the Depositor and the Administrator, a report on an assessment
          of compliance with the Relevant Servicing Criteria that contains (A) a
          statement
          by such party of its responsibility for assessing compliance with the Relevant
          Servicing Criteria, (B) a statement that such party used the Servicing
          Criteria
          to assess compliance with the Relevant Servicing Criteria, (C) such party’s
          assessment of compliance with the Relevant Servicing Criteria as of and
          for the
          fiscal year covered by the Form 10-K required to be filed pursuant to Section
          3.24, including, if there has been any material instance of noncompliance
          with
          the Relevant Servicing Criteria, a discussion of each such failure and
          the
          nature and status thereof, and (D) a statement that a registered public
          accounting firm has issued an attestation report on such party’s assessment of
          compliance with the Relevant Servicing Criteria as of and for such
          period.


    

     


      (ii)  When
        the
        Indenture Trustee submits its assessment to the Depositor and the Administrator,
        it will also at such time include the assessment (and attestation pursuant
        to
        subsection (b) of this Section 10.03) of each Servicing Function Participant
        engaged by it and shall indicate what Relevant Servicing Criteria will be
        addressed in any such reports prepared by any such Servicing Function
        Participant.


     


      (iii)  Promptly
        after receipt of each report on assessment of compliance, the Administrator
        shall confirm that the assessments, taken as a whole, address all applicable
        Servicing Criteria and taken individually address the Relevant Servicing
        Criteria (and disclose the inapplicability of the Servicing Criteria not
        determined to be Relevant Servicing Criteria) for each party as set forth
        on
        Exhibit C attached hereto and on any similar exhibit set forth in the applicable
        Servicing Agreement in respect of any Servicer, and the applicable Custodial
        Agreement, and shall notify the Depositor of any exceptions.


     


      (b)  Attestation
        Reports.


     


      (i)  By
        September 15 of each year, commencing in September 200_, the Indenture Trustee
        shall cause, and shall cause any Servicing Function Participant engaged by
        it to
        cause, a registered public accounting firm (which may also render other services
        to the Administrator and the Indenture Trustee, as the case may be) that
        is a
        member of the American Institute of Certified Public Accountants to furnish
        a
        report to the Depositor and the Administrator, to the effect that (A) it
        has
        obtained a representation regarding certain matters from the management of
        such
        party, which includes an assertion that such party has complied with the
        Relevant Servicing Criteria, and (B) on the basis of an examination conducted
        by
        such firm in accordance with standards for attestation engagements issued
        or
        adopted by the Public Company Accounting Oversight Board, it is expressing
        an
        opinion as to whether such party’s compliance with the Relevant Servicing
        Criteria was fairly stated in all material respects, or it cannot express
        an
        overall opinion regarding such party’s assessment of compliance with the
        Relevant Servicing Criteria. In the event that an overall opinion cannot
        be
        expressed, such registered public accounting firm shall state in such report
        why
        it was unable to express such an opinion. Such report must be available for
        general use and not contain restricted use language.


     


      (ii)  Promptly
        after receipt of such report from the Indenture Trustee or any Servicing
        Function Participant engaged by it, the Administrator shall confirm that
        each
        assessment submitted pursuant subsection (a) of this Section 10.03 is coupled
        with an attestation meeting the requirements of this Section and notify the
        Depositor of any exceptions.



      
      


     

     


      (c)  The
        Indenture Trustee’s obligation to provide assessments of compliance and
        attestations under this Section 10.03 shall terminate upon the filing of
        a Form
        15 suspension notice on behalf of the Issuer; provided,
        however
        that the
        Indenture Trustee shall provide assessments of compliance and attestations
        for
        the first fiscal year of the Issuer. After the occurrence of such event,
        and
        provided the Depositor is not otherwise provided with such reports or copies
        of
        such reports, the Indenture Trustee shall no longer be obligated to provide
        a
        copy of such reports to the Depositor or the Administrator.


     

    

        (d)  The
          scope
          of the “platform” to be used for the assessment of compliance and attestation
          reports shall be limited to all asset-backed securities offered after January
          1,
          2006 involving the Indenture Trustee as the asserting party that are relevant
          for and applicable to such assessments and reports and as required by Item
          1122
          of Regulation AB.

         

        (e)  Notwithstanding
          anything contained in Exhibit C to the contrary, the Indenture Trustee
          shall be
          entitled to deposit payments on Financed Student Loans in the appropriate
          custodial bank accounts and related bank clearing accounts no more than
          five
          Business Days following receipt, in accordance with Section 1122(d)(2)(i)
          of the
          Relevant Servicing Criteria.

         

        (f)  Each
          of
          the parties hereto acknowledges and agrees that the purpose of this Section
          10.03 is to facilitate compliance by the Issuer with the provisions of
          Regulation AB, as such may be amended or clarified from time to time. Therefore,
          each of the parties agrees that the Indenture Trustee’s obligations hereunder
          will be supplemented and modified as necessary to be consistent with any
          such
          amendments, interpretive advice or guidance, convention or consensus among
          active participants in the asset-backed securities markets, advice of counsel
          or
          otherwise in respect of the requirements of Regulation AB and the Indenture
          Trustee shall comply with requests made by the Administrator, on behalf
          of the
          Issuer, for delivery of additional or different information as the
          Administrator, on behalf of the Issuer, may determine in good faith is
          necessary
          to comply with the provisions of Regulation AB, provided that such information
          is available without unreasonable effort or expense and within such timeframe
          as
          may be reasonably requested.


    

    ARTICLE
      XI

     

    Miscellaneous

     

    SECTION
      11.01  Compliance
      Certificates and Opinions, etc.
      Upon
      any application or request by the Issuer to the Indenture Trustee to take any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee (i) an Officers’ Certificate of the Issuer stating that all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and (ii) an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that, in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)  a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (iv)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    SECTION
      11.02  Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     


      Any
        certificate or opinion of an Authorized Officer of the Issuer may be based,
        insofar as it relates to legal matters, upon a certificate or opinion of,
        or
        representations by, counsel, unless such officer knows, or in the exercise
        of
        reasonable care should know, that the certificate or opinion or representations
        with respect to the matters upon which his certificate or opinion is based
        are
        erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
        may be based, insofar as it relates to factual matters, upon a certificate
        or
        opinion of, or representations by, an officer or officers of a Servicer,
        the
        Issuer or the Administrator, stating that the information with respect to
        such
        factual matters is in the possession of such Servicer, the Issuer or the
        Administrator, unless such counsel knows, or in the exercise of reasonable
        care
        should know, that the certificate or opinion or representations with respect
        to
        such matters are erroneous.


     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s right to rely upon the truth and accuracy of any
      statement or opinion contained in any such document as provided in Article
      VI.

     

    SECTION
      11.03  Acts
      of Noteholders.
      (a)
      Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by holders of the Notes
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such holders of the Notes, in person or by agents duly
      appointed in writing; and except as herein otherwise expressly provided such
      action shall become effective when such instrument or instruments are delivered
      to the Indenture Trustee, and, where it is hereby expressly required, to the
      Issuer. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act” of the holders
      of the Notes, signing such instrument or instruments. Proof of execution of
      any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01) conclusive
      in
      favor of the Indenture Trustee and the Issuer, if made in the manner provided
      in
      this Section.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Notes, shall be proved by the Note Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the holder of any Notes shall bind the holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuer in reliance thereon, whether or not notation of such
      action is made upon such Note.

     

    SECTION
      11.04  Notices,
      etc., to Indenture Trustee, Issuer and Rating Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      holders of Notes, or other documents provided or permitted by this Indenture
      shall be in writing and if such request, demand, authorization, direction,
      notice, consent, waiver or act of holders of Notes, is to be made upon, given
      or
      furnished to or filed with:

     

    (a)  the
      Indenture Trustee by any holder of Notes, or by the Issuer shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at its Corporate Trust Office.

     


      (b)  the
        Issuer by the Indenture Trustee or by any holder of Notes shall be sufficient
        for every purpose hereunder if in writing and mailed, first-class, postage
        prepaid, to the Issuer addressed to: The National Collegiate Student Loan
        Trust
        200_-_, c/o _______________, as Owner Trustee,
        __________________________________, Attention: __________________; with a
        copy
        to: The First Marblehead Corporation, The Prudential Tower, 800 Boylston
        Street,
        34th Floor, Boston, Massachusetts 02199-8157, Attention: Controller, with
        a copy
        to: Corporate Law Department, or at any other address previously furnished
        in
        writing to the Indenture Trustee by the Issuer or the Administrator. The
        Issuer
        shall promptly transmit any notice received by it from the holders of the
        Notes
        to the Indenture Trustee.


     


      Notices
        required to be given to the Rating Agencies by the Issuer, the Indenture
        Trustee
        or the Owner Trustee shall be in writing, personally delivered, electronically
        delivered, or mailed by certified mail, return receipt requested, and shall
        be
        deemed to have been duly given upon receipt (i) in the case of Moody’s, via
        electronic delivery to “servicerreports@moodys.com”, and for any information not
        available in electronic format, send hard copies to: Moody’s Investors Service,
        Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007;
        (ii) in the case of Standard & Poor’s, via electronic delivery to
“Servicer_reports@sandp.com” and for any information not available in electronic
        format, send hard copies to: Standard & Poor’s Ratings Services, 55 Water
        Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance
        Group; (iii) in the case of Fitch, via electronic delivery to
“surveillance-abs-consumer@fitchratings.com” and for any information not
        available in electronic format, send hard copies to: Fitch Ratings, One State
        Street Plaza, New York, NY 10004, Attention: ABS Surveillance Group; or as
        to
        each of the foregoing, at such other address as shall be designated by written
        notice to the other parties.


     

    SECTION
      11.05  Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to holders of Notes of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each holder of Notes
      affected by such event, at his address as it appears on the Note Register,
      not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to holders of the Notes
      is given by mail, neither the failure to mail such notice nor any defect in
      any
      notice so mailed to any particular holder of Notes shall affect the sufficiency
      of such notice with respect to other holders of Notes, and any notice that
      is
      mailed in the manner herein provided shall conclusively be presumed to have
      been
      duly given.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by holders of the Notes shall be filed with the Indenture Trustee but
      such filing shall not be a condition precedent to the validity of any action
      taken in reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to holders of the Notes when such notice is required to be given pursuant
      to any provision of this Indenture, then any manner of giving such notice as
      shall be satisfactory to the Indenture Trustee shall be deemed to be a
      sufficient giving of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute a Default.

     

    SECTION
      11.06  Alternate
      Payment and Notice Provisions.
      Notwithstanding any provision of this Indenture or any of the Notes to the
      contrary, the Issuer may enter into any agreement with any holder of the Notes
      providing for a method of payment, or notice by the Indenture Trustee or any
      Paying Agent to such holder of the Notes that is different from the methods
      provided for in this Indenture for such payments or notices. The Issuer will
      furnish to the Indenture Trustee a copy of each such agreement and the Indenture
      Trustee will cause payments to be made and notices to be given in accordance
      with such agreements.

     


      SECTION
        11.07  Effect
        of Headings and Table of Contents.
        The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction
        hereof.


     


      SECTION
        11.08  Successors
        and Assigns.
        All
        covenants and agreements in this Indenture and the Notes by the Issuer shall
        bind its successors and assigns, whether so expressed or not. All agreements
        of
        the Indenture Trustee in this Indenture shall bind the successors, co-trustees
        and agents (excluding any legal representatives or accountants) of the Indenture
        Trustee.


     


      SECTION
        11.09  Separability.
        In case
        any provision in this Indenture or in the Notes shall be invalid, illegal
        or
        unenforceable, the validity, legality, and enforceability of the remaining
        provisions shall not in any way be affected or impaired
        thereby.


     


      SECTION
        11.10  Benefits
        of Indenture.
        Nothing
        in this Indenture or in the Notes, express or implied, shall give to any
        Person,
        other than the parties hereto and their successors hereunder, and the holders
        of
        the Notes, and any other party secured hereunder, and any other Person with
        an
        ownership interest in any part of the Indenture Trust Estate, any benefit
        or any
        legal or equitable right, remedy or claim under this
        Indenture.


     


      SECTION
        11.11  Legal
        Holidays.
        In any
        case where the date on which any payment is due shall not be a Business Day,
        then (notwithstanding any other provision of the Notes or this Indenture)
        payment need not be made on such date, but may be made on the next succeeding
        Business Day with the same force and effect as if made on the date on which
        nominally due, and no interest shall accrue for the period from and after
        any
        such nominal date.


     


      SECTION
        11.12  Governing
        Law.
        THIS
        INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
        RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
        WITH SUCH LAWS. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TIA THAT
        ARE
        REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE,
        BE
        GOVERNED BY SUCH PROVISIONS. 


     


      SECTION
        11.13  Counterparts.
        This
        Indenture may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.


     


      SECTION
        11.14  Recording
        of Indenture.
        If this
        Indenture is subject to recording in any appropriate public recording offices,
        such recording is to be effected by the Issuer and at its expense accompanied
        by
        an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
        other counsel reasonably acceptable to the Indenture Trustee) to the effect
        that
        such recording is necessary either for the protection of the holders of the
        Notes or any other Person secured hereunder or for the enforcement of any
        right
        or remedy granted to the Indenture Trustee under this
        Indenture.


     


      SECTION
        11.15  Trust
        Obligations.
        No
        recourse may be taken, directly or indirectly, with respect to the obligations
        of the Issuer, the Administrator, the Back-up Administrator, any Servicer,
        the
        Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
        or
        any certificate or other writing delivered in connection herewith or therewith,
        against (i) the Administrator, the Back-up Administrator, such Servicer,
        the
        Indenture Trustee or the Owner Trustee in its individual capacity or (ii)
        any
        partner, owner, beneficiary, agent, officer, director, employee or agent
        of the
        Administrator, the Back-up Administrator, such Servicer, the Indenture Trustee
        or the Owner Trustee in its individual capacity, any holder or owner of a
        beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
        or
        of any successor or assign of the Administrator, the Back-up Administrator,
        a
        Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
        except as any such Person may have expressly agreed (it being understood
        that
        the Indenture Trustee and the Owner Trustee have no such obligations in their
        individual capacity) and except that any such partner, owner or beneficiary
        shall be fully liable, to the extent provided by applicable law, for any
        unpaid
        consideration for stock, unpaid capital contribution or failure to pay any
        installment or call owing to such entity.


     

    This
      Indenture is executed and delivered by ________________________ (“___________”),
      not individually or personally but solely as Owner Trustee of the Issuer in
      the
      exercise of the powers and authority conferred and vested in it and each of
      the
      representations, undertakings and agreements herein made on the part of the
      Issuer is made and intended not as personal representations, undertakings and
      agreements by __________ but is made and intended for the purpose of binding
      only the Issuer and under no circumstances shall ___________ be personally
      liable for the payment of any indebtedness or expenses of the Issuer or be
      liable for the breach or failure of any obligation, representation, warranty
      or
      covenant made or undertaken by the Issuer under this Indenture or
      otherwise.

     


      SECTION
        11.16  No
        Petition.
        The
        Indenture Trustee, by entering into this Indenture, and each holder of each
        Class of the Notes, by accepting a Note, hereby covenant and agree that they
        will not at any time institute against the Issuer, or join in any institution
        against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency,
        receivership or liquidation proceedings, or other proceedings under any United
        States Federal or state bankruptcy or similar law in connection with any
        obligations relating to the Notes, this Indenture or any of the other Basic
        Documents.


     


      SECTION
        11.17  Inspection.
        The
        Issuer agrees that, on reasonable prior notice, it will permit any
        representative of the Indenture Trustee, during the Issuer’s normal business
        hours, to examine all the books of account, records, reports, and other papers
        of the Issuer, to make copies and extracts therefrom, to cause such books
        to be
        audited by Independent certified public accountants, and to discuss the Issuer’s
        affairs, finances and accounts with the Issuer’s officers, employees, and
        Independent certified public accountants, all at such reasonable times and
        as
        often as may be reasonably requested. The Indenture Trustee shall and shall
        cause its representatives to hold in confidence all such information obtained
        from such examination or inspection except to the extent disclosure may be
        required by law (and all reasonable applications for confidential treatment
        are
        unavailing) and except to the extent that the Indenture Trustee may reasonably
        determine that such disclosure is consistent with its obligations
        hereunder.


     


      SECTION
        11.18  Third-Party
        Beneficiaries.
        This
        Indenture will inure to the benefit of and be binding upon the parties hereto,
        the Owner Trustee, the Noteholders, the Note Owners, TERI and their respective
        successors and permitted assigns. Except as otherwise provided in this
        Indenture, no other person will have any right or obligation
        hereunder.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture
      to be duly executed by their respective officers, thereunto duly authorized
      and
      duly attested, all as of the day and year first above written.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_,

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

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION, 

              not
                in its individual capacity 

              but
                solely as Indenture Trustee,

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF DELAWARE

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW CASTLE

            	
              )

            	 


    

    


    


    


     

    On
      the
      ____ day of __________ in the year 200_, before me, the undersigned, personally
      appeared ___________________, an Authorized Officer, of
      ___________________________, as Owner Trustee of THE NATIONAL COLLEGIATE STUDENT
      LOAN TRUST 200_-_, personally known to me or proved to me on the basis of
      satisfactory evidence to be the individual whose name is subscribed to the
      within instrument and acknowledged to me that he executed the same in his
      capacity, and that by his signature on the instrument, the individual, or the
      person upon behalf of which the individual acted, executed the
      instrument.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this ____ day of _________, 200_.

     

    
      	 
	
              Notary
                Public in and for

            
	
              the
                State of Delaware.

            


    

    


     

    My
      commission expires:

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of _________ in the year 200_, before me, the undersigned, personally
      appeared ___________________, a ___________ of U.S. BANK NATIONAL ASSOCIATION,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that by his
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________ 200_.

     

    
      	 
	
              Notary
                Public in and for

            
	
              the
                State of __________.

            


    

    


     

    


     

    My
      commission expires:

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    APPENDIX
      A

     

    DEFINITIONS
      AND USAGE

     

    Usage

     

    The
      following rules of construction and usage shall be applicable to any instrument
      that is governed by this Appendix:

     

    (a) All
      terms
      defined in this Appendix shall have the defined meanings when used in any
      instrument governed hereby and in any certificate or other document made or
      delivered pursuant thereto unless otherwise defined therein.

     

    (b) As
      used
      herein, in any instrument governed hereby and in any certificate or other
      document made or delivered pursuant thereto, accounting terms not defined in
      this Appendix or in any such instrument, certificate or other document, and
      accounting terms partly defined in this Appendix or in any such instrument,
      certificate or other document to the extent not defined, shall have the
      respective meanings given to them under generally accepted accounting principles
      as in effect on the date of such instrument. To the extent that the definitions
      of accounting terms in this Appendix or in any such instrument, certificate
      or
      other document are inconsistent with the meanings of such terms under generally
      accepted accounting principles, the definitions contained in this Appendix
      or in
      any such instrument, certificate or other document shall control.

     

    (c) The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in an
      instrument refer to such instrument as a whole and not to any particular
      provision or subdivision thereof; references in an instrument to “Article,”
“Section” or another subdivision or to an attachment are, unless the context
      otherwise requires, to an article, section or subdivision of or an attachment
      to
      such instrument; and the term “including” means “including without
      limitation.”

     

    (d) The
      definitions contained in this Appendix are equally applicable to both the
      singular and plural forms of such terms and to the masculine as well as to
      the
      feminine and neuter genders of such terms.

     

    (e) Any
      agreement, instrument or statute defined or referred to below or in any
      agreement or instrument that is governed by this Appendix means such agreement
      or instrument or statute as from time to time amended, modified or supplemented,
      including (in the case of agreements or instruments) by waiver or consent and
      (in the case of statutes) by succession of comparable successor statutes and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein. References to a Person
      are also to its permitted successors and assigns.

     


      (f) The
        provisions of the Appendix A shall apply to all of the Notes issued hereunder
        provided that with respect to the Auction Rate Notes, the provisions of Appendix
        B shall apply and to the extent that such provisions conflict with or are
        inconsistent with the provisions of Appendix A, the provisions of Appendix
        B
        shall control with respect to the Auction Rate Notes.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Definitions

     

    “Accountant”
means
      __________________ and any other independent certified public accountant as
      may
      be selected by the Issuer and satisfying the Rating Agency
      Condition.

     

    “Act”
has
      the
      meaning specified in Section 11.03(a) of the Indenture.

     

    “Additional
      Fundings”
means
      the moneys transferred from the Pre-Funding Account on Subsequent Transfer
      Dates
      during the Funding Period, and shall consist of amounts paid to the applicable
      Seller to acquire Subsequent Student Loans as of the applicable Subsequent
      Cut-off Dates, to pay capitalized interest on the Student Loans, as applicable,
      and to remit to the Collection Account if the amount on deposit in the TERI
      Pledge Fund is less than the amount specified in Section 8.10 of the
      Indenture.

     

    “Administration
      Agreement”
means
      the Administration Agreement dated as of ______ __, 200_, among the Issuer,
      the
      Indenture Trustee, the Owner Trustee and the Administrator.

     

    “Administration
      Fee”
has
      the
      meaning specified in Section 3 of the Administration
      Agreement.

     

    “Administrator”
means
      First Marblehead Data Services, Inc., a Massachusetts corporation, in its
      capacity as administrator of the Issuer and the Financed Student Loans, and
      its
      successors and permitted assigns.

     

    “Administrator
      Default”
means
      the occurrence of any event specified in Section 8(d) of the Administration
      Agreement.

     

    “Advance”
has
      the
      meaning specified in Section 8.11(b) of the Indenture.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     


      “Applicable
        Index”
means
        with respect to each Class of Notes (other than the Class A-IO Notes), One-Month
        LIBOR; provided,
        however,
        with
        respect to the initial Interest Period, the Applicable Index shall be determined
        by the following formula:


     


      
        	
                X
                  +
                  19/28 * (Y-X)

              
	 
	
                Where:
                  X = Two-Month LIBOR, and

              
	 
	
                Y
                  =
                  Three-Month LIBOR, in each case, as of the second Business Day
                  before the
                  start of the initial Interest
                  Period.

              


      


     


      “Applicable
        Note Margin”
means
        ___% for the Class A-1 Notes, ___% for the Class A-2 Notes, ___% for the
        Class
        ___% Notes, ___% for the Class A-4 Notes, ___% for the Class A-5 Notes, ___%
        for
        the Class B Notes, ___% for the Class C Notes, and___% for the Class D Notes.
        


     


       

       



      “Authorized
        Officer”
means,
        with respect to any Person, any Person who is authorized to act for such
        Person
        in matters relating to the Basic Documents and whose action is binding upon
        such
        Person. With the respect to the Issuer, “Authorized Officer” means any officer
        of the Owner Trustee and/or the Administrator who is authorized to act for
        the
        Owner Trustee and/or the Administrator in matters relating to the Issuer.
        With
        respect to the Indenture Trustee, “Authorized Officer” means any officer of the
        Indenture Trustee customarily performing functions similar to those performed
        by
        any of the above designated officers and also, with respect to a particular
        matter, any other officer to whom such matter is referred because of such
        officer’s knowledge of and familiarity with the particular
        subject.


     


      “Available
        Funds”
means,
        with respect to any Distribution Date, the sum of the following amounts received
        with respect to the preceding Collection Period to the extent not previously
        distributed:


     


      (i) a
        all
        collections received by the Servicers on the Financed Student Loans (including
        any Guarantee Payments received) but net of any applicable administrative
        fees,
        a portion of any late fees or similar fees received from a borrower;



     


      (ii) all
        Liquidation Proceeds and all Recoveries in respect of Liquidated Student
        Loans
        which were written off in prior Collection Periods;


     


      (iii) the
        aggregate Purchase Amounts received for Financed Student Loans repurchased
        by a
        Seller or a Servicer during the Collection Period;


     

    (iv) Investment
      Earnings for such Distribution Date;

     


      (v) amounts
        withdrawn from the Reserve Account in excess of the Required Reserve Amount
        and
        deposited into the Collection Account;


     

    (vi) amounts
      transferred from the Pre-Funding Account to the Collection Account;

     

    (vii) amounts
      on deposit in the Future Distribution Account;

     

    (viii) Advances
      and Optional Deposits, if any; and

     

    (ix) any
      proceeds received in connection with the sale of the Student Loans, or sums
      collected by the Indenture Trustee pursuant to Sections 5.03 or 5.04(a) of
      the
      Indenture;

     


      provided,
        however,
        that
        Available Funds will exclude all payments and proceeds (including Liquidation
        Proceeds) of any Financed Student Loans, the related Purchase Amount of which
        has been included in Available Funds, for a prior Distribution Date;
provided,
        further,
        that if
        on any Distribution Date there would not be sufficient funds, after application
        of Available Funds and amounts available from the Reserve Account, the Future
        Distribution Account and the Pre-Funding Account, to pay any of the items
        specified in clauses (1) through (7) of Section 8.02(d) of the Indenture
        for
        such Distribution Date, then Available Funds for such Distribution Date shall
        include, in addition to the Available Funds described above in clauses (i)
        through (vii) inclusive, amounts being held pursuant to Section 8.01 of the
        Indenture or on deposit in the Collection Account which would have constituted
        Available Funds for the Distribution Date succeeding such Distribution Date,
        up
        to the amount necessary to pay the items specified in clause (1) through
        (7) of
        Section 8.02(d) of the Indenture, and the Available Funds for such succeeding
        Distribution Date shall be adjusted accordingly.


     


      “Back-up
        Administration Agreement”:
        means
        the Back-up Administration Agreement dated as of December 7, 2006 among the
        Issuer, Back-up Administrator, the Owner Trustee, the Administrator and the
        Depositor.


     


      “Back-up
        Administration Fee”
means
        the fee payable to the Back-up Administrator pursuant to the Back-up
        Administration Agreement.


     


      “Back-up
        Administrator”
means
        U.S. Bank National Association, a national banking association, in its capacity
        as back-up administrator of the Issuer and the Financed Student Loans, and
        its
        successors and permitted assigns.


     


      “Back-up
        Administrator Default”
means
        the occurrence of any event specified in Section 8(d) of the Administration
        Agreement after the Back-up Administrator has assumed the duties required
        to be
        performed by the Administrator pursuant to the Back-up Administration
        Agreement.


     


      “Basic
        Documents”
means
        the Trust Agreement, the Indenture, all Student Loan Purchase Agreements,
        the
        Deposit and Sale Agreement, the Servicing Agreements, the Administration
        Agreement, the Back-up Administration Agreement, the Custodial Agreements,
        the
        Note Depository Agreement, the Guarantee Agreements, the TERI Deposit and
        Security Agreement, the Auction Agent Agreement, the Broker Dealer Agreements,
        any Program Manual and other documents and certificates delivered in connection
        with any thereof.


     

    “Beneficial
      Owner”
means,
      with respect to a Note, the Person who is the beneficial owner of such Note,
      as
      reflected on the books of the Depository or on the books of a Person maintaining
      an account with such Depository (directly or as an indirect participant, in
      accordance with the rules of such Depository), as the case may be.

     

    “Book-Entry
      Note”
means
      a
      beneficial interest in the Notes, ownership and transfers of which shall be
      made
      through book entries by a Clearing Agency as described in Section 2.10 of
      the Indenture.

     


      “Business
        Day”
means
        any day other than a Saturday, a Sunday or a day on which banking institutions
        or trust companies in New York City, Minneapolis, Minnesota or the city in
        which
        the designated corporate trust office of the Indenture Trustee is located,
        are
        authorized or obligated by law, regulation or executive order to remain
        closed.


     


      “Certificates”
means
        the Trust Certificates issued pursuant to the Trust Agreement, substantially
        in
        the form of Exhibit 1 thereto.


     


      “Certificateholders”
means
        the Persons in whose names Certificates are registered.


     


      “Class”
means
        reference to any of the Class A-1, Class A-2, Class A-3, Class A-4, Class
        A-5,
        Class B, Class C or Class D Notes, as applicable.


     


      “Class
        A Notes”
means
        the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class
        A-5 Notes and Class A-IO Notes.


     


      “Class
        A Percentage”
means
        at any time the percentage equivalent of a fraction, the numerator of which
        is
        the Outstanding Amount of the Class A Notes and the denominator of which
        is the
        sum of the Outstanding Amount of all the Notes.


     


      “Class
        A-1 Note”
means
        a
        Class A-1 Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-1 thereto.


     


      “Class
        A-2 Note”
means
        a
        Class A-2 Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-2 thereto.


     


      “Class
        A-3 Note”
means
        a
        Class A-3 Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-3 thereto.


     


      “Class
        A-4 Note”
means
        a
        Class A-4 Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-4 thereto.


     


      “Class
        A-5 Note”
means
        a
        Class A-5 Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-5 thereto.


     


      “Class
        A-IO Note”
means
        a
        ___% Class A-IO Note issued pursuant to the Indenture, substantially in the
        form
        of Exhibit A-6 thereto.



      
      


    “Class
      B Note”
means
      a
      Class B Note issued pursuant to the Indenture, substantially in the form of
      Exhibit A-7 thereto.

     


      “Class
        B Percentage”
means
        at any time the percentage equivalent of a fraction, the numerator of which
        is
        the Outstanding Amount of the Class B Notes and the denominator of which
        is the
        sum of the Outstanding Amount of all the Notes.


     


      “Class
        B Note Interest Trigger”
means
        on any Distribution Date, if the Cumulative Default Rate for such Distribution
        Date equals or exceeds the percentage listed below for the most recent date
        preceding such Distribution Date:


     

    



      
        	
                Date

              	 	
                Cumulative
                  Default Rate

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      


    



      provided,
        however,
        that a
        Class B Note Interest Trigger will not be deemed to be in effect if (a) on
        the
        last day of the related Collection Period, the aggregate Outstanding Amount
        of
        the Class A Notes is less than the sum of the Pool Balance plus the amount
        on
        deposit in the Reserve Account (excluding the sum of (i) the amount on deposit
        in the TERI Pledge Fund and (ii) the amount of any Noteholders’ Interest
        Carryover Shortfall for the Class B Notes) or (b) TERI is solvent and is
        continuing to purchase Defaulted Student Loans with respect to which TERI
        has
        become obligated to purchase under the terms of the relevant Guaranty
        Agreement.


     


      “Class
        C Note”
means
        a
        Class C Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-8 thereto.



      
      


     


      “Class
        C Note Interest Trigger”
means
        on any Distribution Date, if the Cumulative Default Rate for such Distribution
        Date equals or exceeds the percentage listed below for the most recent date
        preceding such Distribution Date:


     

    



      
        	
                Date

              	 	
                Cumulative
                  Default Rate

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      


    



      provided,
        however,
        that a
        Class C Note Interest Trigger will not be deemed to be in effect if (a) on
        the
        last day of the related Collection Period, the aggregate Outstanding Amount
        of
        the Class A Notes and the Class B Notes is less than the sum of the Pool
        Balance
        plus the amount on deposit in the Reserve Account (excluding the sum of (i)
        the
        amount on deposit in the TERI Pledge Fund and (ii) the amount of any
        Noteholders’ Interest Carryover Shortfall for the Class B Notes and the Class C
        Notes) or (b) TERI is solvent and is continuing to purchase Defaulted Student
        Loans with respect to which TERI has become obligated to purchase under the
        terms of the relevant Guaranty Agreement.


     


      “Class
        C Percentage”
means
        at any time the percentage equivalent of a fraction, the numerator of which
        is
        the Outstanding Amount of the Class C Notes and the denominator of which
        is the
        sum of the Outstanding Amount of all the Notes.


     


      “Class
        D Note”
means
        a
        Class D Note issued pursuant to the Indenture, substantially in the form
        of
        Exhibit A-9 thereto.


     


      “Class
        D Note Interest Trigger”
means
        on any Distribution Date if (a)
        the
        sum of the pool balance at the end of the preceding collection period plus
        amounts on deposit in the reserve account (excluding amounts on deposit in
        the
        TERI pledge fund) after payments on that distribution date is less than (b)
        __%
        of the
        outstanding principal balance of the offered notes after payments on that
        distribution date.


     


      provided,
        however,
        that a
        Class D Note Interest Trigger will not be deemed to be in effect if (a) on
        the
        last day of the related Collection Period, the aggregate Outstanding Amount
        of
        the Class A Notes, the Class B Notes and the Class C Notes is less than the
        sum
        of the Pool Balance plus the amount on deposit in the Reserve Account (excluding
        the sum of (i) the amount on deposit in the TERI Pledge Fund and (ii) the
        amount
        of any Noteholders’ Interest Carryover Shortfall for the Class B Notes, the
        Class C Notes and the Class D Notes) or (b) TERI is solvent and is continuing
        to
        purchase Defaulted Student Loans with respect to which TERI has become obligated
        to purchase under the terms of the relevant Guaranty
        Agreement.


     


      “Class
        D Percentage”
means
        at any time the percentage equivalent of a fraction, the numerator of which
        is
        the Outstanding Amount of the Class D Notes and the denominator of which
        is the
        sum of the Outstanding Amount of all the Notes.



      
      


     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A
      of the Exchange Act.

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    “Clearstream”
means
      Clearstream Banking, a société anonyme, a limited liability company organized
      under the laws of Luxembourg.

     

    “Closing
      Date”
means
      ______ __, 200_.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and Treasury
      Regulations promulgated thereunder.

     

    “Collateral”
has
      the
      meaning specified in the Granting Clause of the Indenture.

     

    “Collection
      Account”
means
      the account designated as such, established and maintained pursuant to Section
      8.02(a)(i) of the Indenture.

     


      “Collection
        Period”
means,
        with respect to the first Distribution Date, the period beginning on the
        Cutoff
        Date and ending on _________ __, 20__, and with respect to each subsequent
        Distribution Date, the Collection Period means the calendar month immediately
        following the end of the previous Collection Period. 


     


      “Corporate
        Trust Office”
means
        (i) with respect to the Indenture Trustee and the Note Registrar (so long
        as the Indenture Trustee is the Note Registrar), the designated office of
        the
        Indenture Trustee at which at any particular time its corporate trust business
        shall be administered, which office at the Closing Date is located at One
        Federal Street, 3rd Floor, Boston, Massachusetts 02110,
        Attention:  The National Collegiate Student Loan Trust 200_-_
        (facsimile: (617) 603-6638) or at such other address as the Indenture Trustee
        may designate from time to time by notice to the Noteholders, the Administrator,
        and the Depositor, or the principal corporate trust office of any successor
        Indenture Trustee (the address of which the successor Indenture Trustee will
        notify the Noteholders, the Administrator, and the Depositor) and (ii) with
        respect to the Owner Trustee, the principal corporate trust office of the
        Owner
        Trustee located at Rodney Square North, 1100 North Market Street, Wilmington,
        Delaware 19890, Attention: Corporate Trust Administration (facsimile:
        302-636-4140); or at such other address as the Owner Trustee may designate
        by
        notice to the Certificateholders, the Administrator and the Depositor, or
        corporate trust office of any successor Owner Trustee (the address of which
        the
        successor Owner Trustee will notify the Certificateholders, the Administrator,
        the Back-up Administrator and the Depositor).


     

    “Cost
      of Issuance Account”
means
      the account designated as such, established and maintained pursuant to Section
      8.06 of the Indenture.

     

    “Credit-Worthy
      Cosigned Loan”
means
      a
      loan made to a borrower to pay the costs of attendance at a school approved
      under the Student Loan Programs, which loan (i) was originated and underwritten
      to a credit-worthy standard as set forth in the related Program Manual with
      at
      least two signatures on the note evidencing such Student Loan, and (ii) is
      guaranteed by TERI.

     

    “Credit-Worthy
      Non-Cosigned Loan”
means
      a
      loan made to a borrower to pay the costs of attendance at a school approved
      under the Student Loan Programs, which loan (i) was originated and underwritten
      to a credit-worthy standard as set forth in the related Program Manual with
      one
      signature on the note evidencing such Student Loan, and (ii) is guaranteed
      by
      TERI.

     

    “Credit-Ready
      Loan”
means
      a
      loan made to a borrower to pay the costs of attendance at a school approved
      under the Student Loan Programs, which loan (i) was originated and underwritten
      to a credit-ready standard as set forth in the related Program Manual with
      one
      signature on the note evidencing such Student Loan, and (ii) is guaranteed
      by
      TERI.

     


      “Cumulative
        Default Rate”
means,
        as of any Distribution Date, the percentage equivalent of the fraction (a)
        the
        numerator of which is the aggregate principal balance of the Financed Student
        Loans which are Defaulted Student Loans as of the end of the related Collection
        Period, and (b) the denominator of which is the aggregate principal balance
        of
        the Financed Student Loans as of the Cutoff Date.


     


      “Custodial
        Agreements”
means,
        the Custodial Agreements, dated as of ______ __, 200_, between the applicable
        Servicer and the Indenture Trustee.


     

    “Cutoff
      Date”
means
      with respect to the Initial Financed Student Loans, ______ __,
      200_.

     

    “Default”
means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    “Defaulted
      Student Loan”
means
      a
      Financed Student Loan for which a TERI Guaranty Event has occurred.

     

    “Definitive
      Notes”
has
      the
      meaning specified in Section 2.10 of the Indenture.

     

    “Delivery”
or
      “Deliver”
when
      used with respect to Trust Account Property means the following and such
      additional or alternative procedures as may hereafter become appropriate to
      effect the complete transfer of ownership of any such Collateral to the
      Indenture Trustee, free and clear of any adverse claims, consistent with changes
      in applicable law or regulations or the interpretation thereof: 

     

    (a) with
      respect to bankers’ acceptances, commercial paper, negotiable certificates of
      deposit and other obligations that constitute instruments and are susceptible
      of
      physical delivery (“Physical Property”):

     

    (b) transfer
      of possession thereof to the Indenture Trustee endorsed to, or with respect
      to a
      certificated security:

     

    (i) delivery
      thereof in bearer form to the Indenture Trustee; or

     

    (ii) delivery
      thereof in registered form to the Indenture Trustee and

     

    (A) the
      certificate is endorsed to the Indenture Trustee or in blank by effective
      endorsement; or

     

    (B) the
      certificate is registered in the name of the Indenture Trustee, upon original
      issue or registration of transfer by the issuer;

     

    (c) with
      respect to an uncertificated security:

     

    (i) the
      delivery of the uncertificated security to the Indenture Trustee;
      or

     

    (ii) the
      issuer has agreed that it will comply with instructions originated by the
      Indenture Trustee, without further consent by the registered owner;

     

    (d) with
      respect to any security issued by the U.S. Treasury, the Federal Home Loan
      Mortgage Corporation or by the Federal National Mortgage Association that is
      a
      book-entry security held through the Federal Reserve System pursuant to Federal
      book-entry regulations:

     

    (i) a
      Federal
      Reserve Bank by book entry credits the book-entry security to the securities
      account (as defined in 31 CFR Part 357) of a participant (as defined in 31
      CFR
      Part 357) which is also a securities intermediary; and

     

    (ii) the
      participant indicates by book entry that the book-entry security has been
      credited to the Indenture Trustee’s securities account, as
      applicable;

     

    (e) with
      respect to a security entitlement:

     

    (i) the
      Indenture Trustee, becomes the entitlement holder; or

     

    (ii) the
      securities intermediary has agreed that it will comply with entitlement orders
      originated by the Indenture Trustee;

     

    (f) without
      further consent by the entitlement holder for the purpose of clauses (b) and
      (c)
      hereof “delivery” means:

     

    (i) with
      respect to a certificated security:

     

    (A) the
      Indenture Trustee, acquires possession thereof;

     

    (B) another
      person (other than a securities intermediary) either acquires possession thereof
      on behalf of the Indenture Trustee or, having previously acquired possession
      thereof, acknowledges that it holds for the Indenture Trustee; or

     

    (C) a
      securities intermediary acting on behalf of the Indenture Trustee acquires
      possession of thereof, only if the certificate is in registered form and has
      been specially endorsed to the Indenture Trustee by an effective
      endorsement;

     

    (ii) with
      respect to an uncertificated security:

     

    (A) the
      issuer registers the Indenture Trustee as the registered owner, upon original
      issue or registration of transfer; or

     

    (B) another
      person (other than a securities intermediary) either becomes the registered
      owner thereof on behalf of the Indenture Trustee, or, having previously become
      the registered owner, acknowledges that it holds for the Indenture
      Trustee;

     

    (g) for
      purposes of this definition, except as otherwise indicated, the following terms
      shall have the meaning assigned to each such term in the UCC:

     

    (i) “certificated
      security”

     

    (ii) “effective
      endorsement”

     

    (iii) “entitlement
      holder”

     

    (iv) “instrument”

     

    (v) “securities
      account”

     

    (vi) “securities
      entitlement”

     

    (vii) “securities
      intermediary”

     

    (viii) “uncertificated
      security”

     

    (h) in
      each
      case of Delivery contemplated herein, the Indenture Trustee shall make
      appropriate notations on its records, and shall cause same to be made of the
      records of its nominees, indicating that securities are held in trust pursuant
      to and as provided in this Agreement.

     

    “Deposit
      and Sale Agreement”
means
      the Deposit and Sale Agreement dated as of ________________, 20__, between
      the
      Depositor and the Issuer pursuant to which the Depositor transfers Student
      Loans
      to the Issuer.

     

    “Depositor”
means
      The National Collegiate Funding LLC, as depositor under the Trust Agreement
      and
      any successor thereto or assignee thereof.

     

    “Depository”
means
      The Depository Trust Company, a New York corporation, its successors and
      assigns.

     

    “Depository
      Participant”
means
      a
      Person for whom, from time to time, the Depository effects book-entry transfers
      and pledges of securities deposited with the Depository.

     


      “Determination
        Date”
means,
        with respect to any Distribution Date, the third Business Day preceding such
        Distribution Date.


     


      “Distribution
        Date”
means,
        the 25th calendar day of each month or if such day is not a Business Day,
        the
        next Business Day, commencing ________________, 20__.


     

    “DTC”
means
      the Depository Trust Company, a New York corporation.

     

    “DTC
      Custodian”
means
      the Indenture Trustee as a custodian for DTC.

     

    “Eligible
      Deposit Account”
means
      either (a) a segregated account with an Eligible Institution, (b) a
      segregated trust account with the corporate trust department of a depository
      institution organized under the laws of the United States of America or any
      one
      of the States (or any domestic branch of a foreign bank), having corporate
      trust
      powers and acting as trustee for funds deposited in such account, so long as
      any
      of the securities of such depository institution have a credit rating from
      at
      least two nationally recognized Rating Agencies in one of their respective
      generic rating categories which signifies investment grade, or (c) any other
      account that is acceptable to the Rating Agencies (as evidenced by written
      confirmation to the Indenture Trustee from each Rating Agency that the use
      of
      such account satisfies the Rating Agency Condition). 

     

    “Eligible
      Institution”
means
      a
      depository institution (which may be, without limitation, the Indenture Trustee
      or any Affiliate of the Indenture Trustee) organized under the banking laws
      of
      the United States of America or any one of the States (or any domestic branch
      of
      a foreign bank), (a) which has (i) a short-term senior unsecured debt rating
      of
“P-1” or better by Moody’s, (ii) either (A) a long term senior unsecured debt
      rating of “AAA” by S&P or (B) a short-term senior unsecured debt rating
“A-1+” by S&P, and (iii) a short-term senior unsecured debt rating of “F-1”
or better by Fitch or any other long-term, short-term or certificate of deposit
      rating acceptable to the Rating Agencies, and (b) whose deposits are insured
      by
      the FDIC.

     

    “Eligible
      Investments”
mean
      book-entry securities, negotiable instruments or securities represented by
      instruments in bearer or registered form which evidence:

     

    (a) direct
      obligations of, and obligations fully guaranteed as to timely payment by, the
      United States of America;

     

    (b) demand
      deposits, time deposits or certificates of deposit of any depository institution
      or trust company incorporated under the laws of the United States of America
      or
      any State (or any domestic branch of a foreign bank) and subject to supervision
      and examination by Federal or state banking or depository institution
      authorities (including depository receipts issued by any such institution or
      trust company as custodian with respect to any obligation referred to in
      clause (a) above or portion of such obligation for the benefit of the
      holders of such depository receipts); provided,
      however,
      that
      (i) each such investment has an original maturity of less than 365 days and
      (ii)
      at the time of the investment or contractual commitment to invest therein (which
      shall be deemed to be made again each time funds are reinvested following each
      Distribution Date, as the case may be), the commercial paper or other short-term
      senior unsecured debt obligations (other than such obligations the rating of
      which is based on the credit of a Person other than such depository institution
      or trust company) thereof shall have a credit rating from Moody’s, S&P and
      Fitch in the highest investment category granted thereby;

     

    (c) commercial
      paper having an original maturity of less than 365 days and having, at the
      time
      of the investment or contractual commitment to invest therein, a rating from
      Moody’s, S&P and Fitch in the highest investment category granted
      thereby;

     

    (d) investments
      in money market funds (including funds for which the Indenture Trustee or the
      Owner Trustee or any of their respective Affiliates is an investment manager
      or
      advisor) that (i) maintain a stable $1.00 net asset value per share, (ii) are
      freely transferable on a daily basis, (iii) invests only in other Eligible
      Investments, and (iv) have a rating from Moody’s, S&P and Fitch in the
      highest investment category granted thereby;

     

    (e) bankers’
      acceptances having an original maturity of less than 365 days and issued by
      any
      depository institution or trust company referred to in clause (b) above;
      and

     


      (f) any
        other
        investment permitted by each of the Rating Agencies and as set forth in writing
        delivered to the Indenture Trustee; provided that such investment shall satisfy
        the Rating Agency Condition and that such investment is relatively risk
        free.


     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    “Euroclear”
means
      the Euroclear System, or any successor thereto.

     

    “Event
      of Default”
has
      the
      meaning specified in Section 5.01 of the Indenture.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Executive
      Officer”
means,
      with respect to any corporation, the Chief Executive Officer, Chief Operating
      Officer, Chief Financial Officer, President, any Executive Vice President,
      any
      Senior Vice President, any Vice President, the Secretary, the Assistant
      Secretary or the Treasurer of such corporation; and with respect to any
      partnership, any general partner thereof.

     

    “FASB”
means
      the Financial Accounting Standards Board.

     

    “FDIC”
means
      the Federal Deposit Insurance Corporation.

     


      “Final
        Maturity Date”
means
        for the (i) Class A-1 Notes, _________ 20__, (ii) Class A-2 Notes, _________
        20__, (iii) Class A-3 Notes, _________ 20__, (iv) Class A-4 Notes, _________
        20__, (v) Class A-1 Notes, _________ 20__, (vi) Class A-IO Notes, _________
        20__, (vii) Class B Notes, _________ 20__, (viii) Class C Notes, _________
        20__,
        and (ix) Class D Notes, _________ 20__.


     

    “Financed
      Student Loans”
means
      the collective reference to the Initial Financed Student Loans and the
      Subsequent Student Loans.

     

    “Financed
      Student Loan Note”
means
      the original fully executed copy of the note (or a copy of a fully executed
      master promissory note) evidencing each Financed Student Loan.

     

    “FMC”
means
      The First Marblehead Corporation.

     

    “Fitch”
means
      Fitch, Inc., and its successors and assigns.

     


       

       

       


    “Funding
      Period”
means
      the period beginning on the Closing Date and ending on the first to occur of
      (a) the date on which an Event of Default, a Servicer Default or an
      Administrator Default occurs, (b) the date on which an Insolvency Event
      occurs with respect to the Depositor or the Administrator, (c) the (i) first
      date on which the amounts on deposit in the Pre-Funding Account is zero, after
      giving effect to purchases of Subsequent Student Loans and related transfers
      of
      funds pursuant to Section 8.10 thereof, or (ii) Business Day prior to the
      earliest effective date of any amendment to FASB 140 (Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities) or any
      other relevant or related accounting literature that is issued, the effect
      of
      which would result in the consolidation of the Trust with any other entity
      and
      (d) _____ __, 20__.

     


      “Future
        Distribution Account”
means
        the account designated as such, established and maintained pursuant to Section
        8.02(a)(iii) of the Indenture.


     

    “Global
      Note”
means
      any Note registered in the name of the Depository or its nominee, beneficial
      interests of which are reflected on the books of the Depository or on the books
      of a Person maintaining any account with such Depository (directly or as an
      indirect participant in accordance with the rules of such Depository).


     

    “Grant”
means
      mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
      assign, transfer, create, and grant a lien upon and a security interest in
      and
      right of set-off against, deposit, set over and confirm pursuant to the
      Indenture. A Grant of the Collateral or of any other agreement or instrument
      shall include all rights, powers and options (but none of the obligations)
      of
      the Granting party thereunder, including the immediate and continuing right
      to
      claim for, collect, receive and give receipt for principal and interest payments
      in respect of the Collateral and all other moneys payable thereunder, to give
      and receive notices and other communications, to make waivers or other
      agreements, to exercise all rights and options, to bring Proceedings in the
      name
      of the Granting party or otherwise and generally to do and receive anything
      that
      the Granting party is or may be entitled to do or receive thereunder or with
      respect thereto.

     

    “Guarantee”
means
      with respect to a Student Loan, the insurance or guarantee of the Guarantee
      Agency pursuant to such Guarantee Agency’s Guarantee Agreement.

     

    “Guarantee
      Agency”
means
      TERI.

     

    “Guarantee
      Agreements”
means
      the TERI Guarantee Agreements.

     

    “Guarantee
      Payment”
means
      any payment made by the Guarantee Agency pursuant to the Guarantee Agreement
      in
      respect of a Financed Student Loan.

     


      “Indenture”
means
        this Indenture, dated as of ______ __, 200_, between the Issuer and the
        Indenture Trustee.


     

    “Indenture
      Trustee”
means
      U.S. Bank National Association, not in its individual capacity but solely as
      Indenture Trustee under the Indenture.

     

    “Indenture
      Trust Estate”
means
      all money, instruments, rights and other property that are subject or intended
      to be subject to the lien and security interest of the Indenture for the benefit
      of the Noteholders (including all property and interests granted to the
      Indenture Trustee), including all proceeds thereof.

     


      “Independent”
means,
        when used with respect to any specified Person, that the Person (a) is in
        fact
        independent of the Issuer, any other obligor upon the Notes, the Depositor,
        the
        Administrator, the Back-up Administrator and any Affiliate of any of the
        foregoing Persons, (b) does not have any direct financial interest or any
        material indirect financial interest in the Issuer, any such other obligor,
        the
        Depositor, the Administrator, the Back-Up Administrator or any Affiliate
        of any
        of the foregoing Persons and (c) is not connected with the Issuer, any such
        other obligor, the Depositor, the Administrator, the Back-Up Administrator
        or
        any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
        underwriter, trustee, partner, director or person performing similar functions.
        Whenever it is herein provided that any Independent Person’s Opinion of Counsel
        or certificate shall be furnished to the Indenture Trustee, such Person shall
        be
        appointed by the Issuer or the Indenture Trustee, as the case may be, and
        such
        Opinion of Counsel or certificate shall state that the signer has read this
        definition and that the signer is Independent within the meaning
        hereof.


     


      “Index
        Maturity”
means,
        (i) for One-Month LIBOR, one month, (ii) for Two-Month LIBOR, two months,
        and
        (ii) for Three-Month LIBOR, three months.


     

    “Indirect
      Participant”
means
      any financial institution for whom any Participant holds an interest in any
      Note.


      
      


     


       

       


     

    “Initial
      Financed Student Loans”
means
      the Student Loans identified as such in each of the pool supplements dated
      as of
      the Closing Date between the Trust and a Seller, transferred to the Trust as
      of
      the Closing Date and listed on the Schedule of Initial Financed Student Loans
      on
      the Closing Date as set forth in Schedule A to the Indenture (which Schedule
      may
      be in the form of microfiche or computer disk or tape).

     

    “Insider”
means,
      with respect to an entity, any officer, director or person privy to material
      information, including, but not limited to, contracts or agreements concerning
      such entity that are not available to the general public.

     

    “Insolvency
      Event”
means,
      with respect to a specified Person, (a) the filing of a decree or order for
      relief by a court having jurisdiction in the premises in respect of such Person
      or any substantial part of its property in an involuntary case under any
      applicable Federal or state bankruptcy, insolvency or other similar law now
      or
      hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official for such Person or for any substantial
      part of its property, or ordering the winding-up or liquidation of such Person’s
      affairs, and such decree or order shall remain unstayed and in effect for a
      period of 60 consecutive days; or (b) the commencement by such Person of a
      voluntary case under any applicable Federal or state bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, or the consent by such Person
      to
      the entry of an order for relief in an involuntary case under any such law,
      or
      the consent by such Person to the appointment of or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official for such Person or for any substantial part of its property, or the
      making by such Person of any general assignment for the benefit of creditors,
      or
      the failure by such Person generally to pay its debts as such debts become
      due,
      or the taking of action by such Person in furtherance of any of the
      foregoing.

     

    “Interest
      Collections”
shall
      have the meaning specified in Section 8.07 of the Indenture.

     


      “Interest
        Period”
means,
        with respect to a Distribution Date for (i) each Class of Notes, other than
        the
        Class A-IO Notes or the Auction Rate Notes, the period from and including
        the
        Closing Date or the most recent Distribution Date for that Class of Notes
        on
        which interest on the Notes has been distributed to but excluding the current
        Distribution Date and (ii) the Class A-IO Notes, the period commencing on
        the
        25th day of the month immediately preceding the current Distribution Date
        (or in
        the case of the first Distribution Date, from the Closing Date) to, but
        excluding, the 25th day of the month of the current Distribution
        Date.

       

       

       


     


      “Interested
        Noteholders”
means
        the Class A Noteholders (until such time as all Class A Notes have been paid
        in
        full), then the Class B Noteholders (until such time as all Class B Notes
        have
        been paid in full) the Class C Noteholders (until such time as all Class
        C Notes
        have been paid in full), and finally the Class D Noteholders. Notwithstanding
        the foregoing, any Notes owned by the Administrator, the Depositor or any of
        their respective Affiliates or agents designated for such purpose, shall
        not be
        voted by such entity nor considered in determining any specified voting
        percentage of the Interested Noteholders, unless otherwise set forth in the
        Indenture.


     

    “Investment
      Earnings”
means,
      with respect to any Distribution Date, the investment earnings (net of losses
      and investment expenses) on amounts on deposit in the Trust Accounts to be
      deposited into the Collection Account on or prior to such Distribution Date
      pursuant to Section 8.02(b) of the Indenture.

     


      “Irish
        Paying Agent”
means
        Custom House Administration and Corporate Services Limited, and its successors
        and assigns, and any other entity serving in such capacity.


     


      “Irish
        Paying Agent Agreement”
means
        Irish Paying Agency Agreement dated as of ___________, 20__ between the Irish
        Paying Agent and the Administrator on behalf of the Issuer.


     

    “Issuer”
means
      The National Collegiate Student Loan Trust 200_-_ until a successor replaces
      it
      and, thereafter, means the successor.

     

    “Issuer
      Order”
and
      “Issuer
      Request”
means
      a
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee.

     

    “LIBOR”
means
      the London interbank offered rate for deposits in U.S. dollars for a specified
      maturity.

     


      “LIBOR
        Determination Date”
means,
        with respect to each Interest Period, the second Business Day prior to the
        commencement of such Interest Period. For purposes of this definition, a
        “Business Day” is any day on which banks in London and New York City are open
        for the transaction of business.


     

    “Lien”
means
      a
      security interest, lien, charge, pledge, equity or encumbrance of any kind,
      other than tax liens and any other liens, if any, which attach to the respective
      Financed Student Loan by operation of law as a result of any act or omission
      by
      the related Obligor.

     


      “Liquidated
        Student Loan”
means
        any defaulted Financed Student Loan, liquidated by a
        Servicer.


     


      “Liquidation
        Proceeds”
means,
        with respect to any Liquidated Student Loan, the moneys collected in respect
        thereof from whatever source, other than Recoveries or Guarantee Payments
        received, net of the sum of any amounts expended by a Servicer in connection
        with such liquidation and any amounts required by law to be remitted to the
        borrower on such Liquidated Student Loan


     


       

       


    “Moody’s”
means
      Moody’s Investors Service, Inc., and its successors and assigns.

     


      “Note
        Depository Agreement”
means
        the blanket issuer letter of representations relating to the Notes, executed
        by
        the Issuer and received and accepted by The Depository Trust Company, as
        the
        initial Clearing Agency.


     


      “Note
        Interest Rate”
means,
        with respect to any Interest Period and (1) in the case of each Class of
        Notes,
        other than the Class A-IO Notes, the interest rate per annum equal to the
        sum of
        (x) the Applicable Index plus (y) the Applicable Note Margin for such Class,
        (2)
        in the case of the Class A-IO Notes, ___% per annum and (3) in the case of
        each
        Class of Auction Rate Notes, the interest rate established for each such
        Class
        for each such Interest Period pursuant to the procedures described in Appendix
        B
        to the Indenture. The interest rate per annum for each Class of Notes, other
        than the Class A-IO Notes, will be computed on the basis of the actual number
        of
        days elapsed in the related Interest Period divided by 360. The interest
        rate
        per annum for the Class A-IO Notes will be computed on a 30/360 basis, meaning
        a
        year of 360 days that is comprised of 12 months consisting of 30 days each;
        provided, however, that the initial Interest Period for the Class A-IO Notes
        shall consist of __ days.


     

    “Note
      Owner”
means,
      with respect to a Book-Entry Note, the Person who is the owner of such
      Book-Entry Note, as reflected on the books of the Clearing Agency, or on the
      books of a Person maintaining an account with such Clearing Agency (directly
      as
      a Clearing Agency Participant or as an indirect participant, in each case in
      accordance with the rules of such Clearing Agency).

     


      “Note
        Parity Trigger”
means
        on any Distribution Date on and after the Stepdown Date if (a) the sum of
        the
        Pool Balance plus amounts on deposit in the Reserve Account (excluding amounts
        on deposit in the TERI Pledge Fund) at the end of the preceding Collection
        Period is less than (b) ___% of the Outstanding Amount of the Notes after
        payments on that Distribution Date.


     

    “Note
      Register”
and
      “Note
      Registrar”
have
      the respective meanings specified in Section 2.04 of the
      Indenture.

     

    “Noteholders”
means
      each Person in whose name a Note is registered in the Note.

     


      “Noteholders’
        Interest Carryover Shortfall”
means,
        with respect to any Distribution Date and any Class of Notes, the sum of
        (x) the
        excess of (i) the sum of the related Noteholders’ Interest Distribution Amount
        with respect to that Class of Notes other than a class of Auction Rate Notes,
        on
        the preceding Distribution Date for the Class of Notes over (ii) the amount
        of
        interest actually distributed to the holders of that Class of Notes on such
        preceding Distribution Date, and (y) all Noteholders’ Interest Carryover
        Shortfall for that Class of Notes remaining unpaid from prior Distribution
        Dates, plus interest on the amount of such excess interest due to the holders
        of
        that Class of Notes to the extent permitted by law, at the then current Note
        Interest Rate for that Class of Notes from such preceding Distribution Date
        for
        that Class of Notes to the current Distribution Date for that Class of Notes,
        and with respect to any class of Auction Rate Notes, the “Carry-over Amount,” as
        defined in Appendix B hereto.


     


      “Noteholders’
        Interest Distribution Amount”
means,
        with respect to any Distribution Date and any Class of Notes, the aggregate
        amount of interest accrued at the applicable Note Interest Rate for the related
        Interest Period on the outstanding principal balance (or Notional Amount,
        for
        the Class A-IO Note) of such Class of Notes on the immediately preceding
        Distribution Date after giving effect to all principal distributions (or
        related
        reduction in Notional Amount, as applicable), to such Noteholders of such
        Class
        on such date (or, in the case of the first Distribution Date, on the Closing
        Date).


     


      “Noteholders’
        Principal Distribution Amount”
means,
        with respect to any Distribution Date, the amount necessary, so that after
        distributing such amount to the Notes, (a) the sum of the Pool Balance at
        the
        end of the preceding Collection Period, plus amounts on deposit in the Reserve
        Account (excluding amounts on deposit in the TERI Pledge Fund) after payments
        on
        such Distribution Date, equals (b) 103% of the Outstanding Amount of the
        Notes
        after payments on such Distribution Date; provided, however, that the
        Noteholders’ Principal Distribution Amount will not exceed the Outstanding
        Amount of the Notes. In addition, (a) on the Final Maturity Date for each
        related Class of Notes, the principal required to be distributed to such
        Class
        of Notes will include the amount required to reduce the Outstanding Amount
        of
        such Class of Notes to zero. 


     


      “Notes”
means
        collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
        the
        Class A-4 Notes, the Class A-5 Notes, the Class A-IO Notes, the Class B Notes,
        the Class C Notes, and the Class D Notes.


     


      “Notional
        Amount”
means,
        for the Class A-IO Notes, the amount on which the interest accrued on such
        Class
        of Notes is computed and, as of any Distribution Date, shall equal the amount
        determined as follows:


     


      
        	
                Distribution
                  Dates

              	
                Notional
                  Amount

              
	
                ______
                  20__ - ______ 20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__2 and thereafter

              	
                $0

              


      


    



      However,
        if on any Distribution Date (after giving effect to the distributions of
        principal to be made on that Distribution Date) the Outstanding Amount of
        the
        Class A-5 Notes would be less than its Original Principal Balance, the Notional
        Amount of the Class A-IO Notes will equal the lesser of the Outstanding Amount
        of the Class A-5 Notes and the scheduled Notional Amount determined as described
        in the above table.


     

    “Obligor”
on
      a
      Financed Student Loan means the borrower or co-borrowers of such Financed
      Student Loan and any other Person who owes payments in respect of such Financed
      Student Loan, including the Guarantee Agency thereof.

     

    “Officers’
      Certificate”
means,
      with respect to the Issuer or the Administrator, a certificate signed by one
      of
      its Authorized Officers.

     


      “One-Month
        LIBOR,”
        “Two-Month
        LIBOR”
and
        “Three-Month
        LIBOR”
means,
        with respect to any Interest Period, the London interbank offered rate for
        deposits in U.S. dollars having the Index Maturity which appears on Telerate
        Page 3750 as of 11:00 a.m., London time, on such LIBOR Determination
        Date. If such rate does not appear on Telerate Page 3750, the rate for that
        day will be determined on the basis of the rates at which deposits in U.S.
        dollars, having the Index Maturity and in a principal amount of not less
        than
        U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on
        such LIBOR Determination Date to prime banks in the London interbank market
        by
        the Reference Banks. The Administrator will request the principal London
        office
        of each of such Reference Banks to provide a quotation of its rate. If at
        least
        two such quotations are provided, the rate for that day will be the arithmetic
        mean of the quotations. If fewer than two quotations are provided, the rate
        for
        that day will be the arithmetic mean of the rates quoted by major banks in
        New
        York City, selected by the Administrator, at approximately 11:00 a.m., New
        York City time, on such LIBOR Determination Date for loans in U.S. dollars
        to
        leading European banks having the Index Maturity and in a principal amount
        of
        not less than U.S. $1,000,000; provided that if the banks selected as aforesaid
        are not quoting as mentioned in this sentence, LIBOR in effect for the
        applicable Interest Period for the applicable Index Maturity will be LIBOR
        in
        effect for the previous Interest Period for that Index
        Maturity.


     


       

       


    “Opinion
      of Counsel”
means
      a
      written opinion of an attorney at law or firm of attorneys selected by the
      Person obliged to deliver an opinion on the subject in question, reasonably
      acceptable to the Person who is to receive the same hereunder, duly admitted
      to
      the practice of law before the highest court of any state of the United States
      of America or the District of Columbia.

     

    “Optional
      Deposit”
has
      the
      meaning specified in Section 8.11(a) of the Indenture.

     


      “Original
        Principal Balance”
means,
        for any Class of Notes, the original principal balance (or, in the case of
        the
        Class A-IO Notes, the original Notional Amount) for such Class on the Closing
        Date, as set forth in Section 2.02 of the Indenture.


     

    “Outstanding”
means,
      as of the date of determination, all Notes theretofore authenticated and
      delivered under the Indenture except:

     

    (i) Notes
      theretofore canceled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    (ii) Notes
      or
      portions thereof the payment for which money in the necessary amount has been
      theretofore deposited with the Indenture Trustee or any Paying Agent in trust
      for the Noteholders thereof;

     

    (iii) Notes
      in
      exchange for or in lieu of other Notes which have been authenticated and
      delivered pursuant to the Indenture unless proof satisfactory to the Indenture
      Trustee is presented that any such Notes are held by a bona fide
      purchaser;

     


      provided
        that in
        determining whether the Noteholders of the requisite Outstanding Amount of
        the
        Notes have given any request, demand, authorization, direction, notice, consent
        or waiver hereunder or under any other Basic Document, Notes owned by the
        Issuer, any other obligor upon the Notes, the Depositor, the Administrator,
        a
        Servicer, or any Affiliate of any of the foregoing Persons shall be disregarded
        and deemed not to be Outstanding, except that, in determining whether the
        Indenture Trustee shall be protected in relying upon any such request, demand,
        authorization, direction, notice, consent or waiver, only Notes that a
        Responsible Officer of the Indenture Trustee either actually knows to be
        so
        owned or has received written notice thereof shall be so disregarded. Notes
        so
        owned that have been pledged in good faith may be regarded as Outstanding
        if the
        pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s
        right so to act with respect to such Notes and that the pledgee is not the
        Issuer, any other obligor upon the Notes, the Depositor, the Administrator,
        a
        Servicer, or any Affiliate of any of the foregoing Persons.


     

    “Outstanding
      Amount”
means
      the aggregate principal amount or principal notional amount, as applicable,
      of
      all Notes (or, if the context so indicates, one or more Classes of Notes)
      Outstanding at the date of determination.

     

    “Owner
      Trustee”
means
      ______________________________, not in its individual capacity but solely as
      Owner Trustee under the Trust Agreement, and any successor thereto or assigned
      thereof.

     

    “Participant”
means
      a
      Person that has an account with DTC.

     


      “Paying
        Agent”
means
        (i) the Indenture Trustee or any other Person that meets the eligibility
        standards for the Indenture Trustee specified in Section 6.11 of the Indenture
        and is authorized by the Issuer to make the payments to and distributions
        from
        the Collection Account and payments of principal of and interest and any
        other
        amounts owing on the Notes on behalf of the Issuer and (ii) the Irish Paying
        Agent.


     

    “Person”
means
      any individual, corporation, estate, partnership, joint venture, association,
      joint stock company, trust (including any beneficiary thereof), unincorporated
      organization or government or any agency or political subdivision
      thereof.

     

    “Physical
      Property”
has
      the
      meaning assigned to such term in the definition of “Delivery”
above.

     


      “Pool
        Balance”
means,
        at any time, the aggregate principal balance of the Financed Student Loans
        at
        the end of the preceding Collection Period (including accrued interest thereon
        for such Collection Period to the extent such interest will be capitalized
        upon
        commencement of repayment or during deferment or
        forbearance).


     

    “Predecessor
      Note”
means,
      with respect to any particular Note, every previous Note evidencing all or
      a
      portion of the same debt as that evidenced by such particular Note; and, for
      the
      purpose of this definition, any Note authenticated and delivered under
      Section 2.05 of the Indenture and in lieu of a mutilated, lost, destroyed
      or stolen Note shall be deemed to evidence the same debt as the mutilated,
      lost,
      destroyed or stolen Note.

     

    “Pre-Funded
      Amount”
means,
      with respect to any Distribution Date, the amounts on deposit in the Pre-Funding
      Account.

     

    “Pre-Funding
      Account”
means
      the account designated as such, established and maintained pursuant to Section
      8.02(a)(iii) of the Indenture.

     


      “Prepayment
        Penalty”
means,
        on any Distribution Date on which the Class A-IO Notes are Outstanding, if
        the
        amount listed as the Notional Amount for that Distribution Date on the following
        schedule exceeds the Notional Amount of such Class A-IO Notes immediately
        prior
        to such Distribution Date, an amount equal to the interest accrued on such
        excess at the rate of ___% per annum for the applicable Interest
        Period:


     


      
        	
                Distribution
                  Dates

              	
                Notional
                  Amount

              
	
                ______
                  20__ - ______ 20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__

              	
                $____________

              
	
                ______
                  20__ and thereafter

              	
                $0

              


      


    



      Prepayment
        Penalties shall not be deemed payments of interest and/or principal of the
        Class
        A-IO Notes.


     

    “Proceeding”
means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    “Program
      Manuals”
means
      the program manual attached as an exhibit to each TERI Guarantee Agreement
      together with the student loan program guidelines of each of the Sellers which
      describe their credit and collection policies for the origination, acquisition,
      financing and servicing of Financed Student Loans, as amended, revised or
      supplemented from time to time; provided, however, that no such amendment,
      revision or supplement shall (a) reduce in any manner the amount of, or delay
      the timing of, collections of payments with respect to Financed Student Loans
      or
      (b) reduce the underwriting standards with respect to Financed Student Loans
      acquired or to be acquired by the Issuer, in each case without satisfying the
      Rating Agency Condition.

     

    “Purchase
      Amount”
means,
      as of the close of business on the last day of a Collection Period, 100% of
      the
      amount required to prepay in full the respective Financed Student Loan, in
      each
      case under the terms thereof including all accrued interest thereon expected
      to
      be capitalized upon commencement of repayment or during deferment or
      forbearance.

    
      

      

    


      “Purchased
        Student Loan”
means
        a
        Financed Student Loan purchased by a Service or repurchased by a Seller from
        the
        Issuer.


     

    “Rating
      Agency”
means
      each of Moody’s, S&P and Fitch. If any such organization or successor is no
      longer in existence, “Rating Agency” shall be a nationally recognized
      statistical rating organization or other comparable Person designated by the
      Issuer, notice of which designation shall be given to the Indenture Trustee
      and
      the Owner Trustee.

     


      “Rating
        Agency Condition”
means,
        with respect to any action, that each Rating Agency shall have been given
        10
        days’ prior notice thereof (or such shorter period as shall be acceptable to the
        Rating Agencies) and that each Rating Agency shall have confirmed to the
        Administrator and the Indenture Trustee, in writing that such action will
        not in
        and of itself result in a reduction or withdrawal of the then current rating
        of
        the Notes, based upon the review by each such Rating Agency of payment and
        default performance of the Financed Student Loans, financial information
        relating to the Trust, the Indenture Trust Estate, the Guarantee Agency,
        the
        Servicers or the Administrator, and such other information that such Rating
        Agency determines to review.


     

    “Realized
      Losses”
means
      the excess of the aggregate principal balance of any Liquidated Student Loan
      plus accrued but unpaid interest thereon over the related Liquidation Proceeds
      to the extent allocable to principal.

     


      “Record
        Date”
means
        with respect to a Class of the Notes, the close of business on the Business
        Day
        immediately preceding a Distribution Date for such Class of
        Notes.


     


      “Recoveries”
means,
        with respect to any Liquidated Student Loan, moneys collected in respect
        thereof, from whatever source, during any Collection Period following the
        Collection Period in which such Financed Student Loan, became a Liquidated
        Student Loan, net of the sum of any amounts expended by a Servicer for the
        account of any Obligor and any amounts required by law to be remitted to
        the
        Obligor.


     

    “Reference
      Bank”
means
      a
      leading bank (i) engaged in transactions in Eurodollar deposits in the
      international Eurocurrency market, (ii) not controlling, controlled by or under
      common control with the Administrator and (iii) having an established place
      of
      business in London.

     


      “Regulation
        AB”
means
        Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the SEC in
        the
        adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
        70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or
        as may
        be provided by the SEC or its staff from time to time.


     


      “Rehabilitated
        Student Loans”
means
        Financed Student Loan purchased by TERI due to a TERI Guaranty Event, that
        the
        Trust will repurchase, (to the extent there are Available Funds), if TERI
        succeeds, after purchase, in obtaining from the borrower three or more
        consecutive on-time monthly payments pursuant to the TERI Guarantee Agreements,
        and the borrower is within thirty days of being current on the Financed Student
        Loan.


     


      “Relevant
        Servicing Criteria”
means
        the Servicing Criteria applicable to the Indenture Trustee, as set forth
        on
        Exhibit C attached hereto. With respect to a Servicing Function Participant
        engaged by the Indenture Trustee, the term “Relevant Servicing Criteria” may
        refer to a portion of the Relevant Servicing Criteria applicable to such
        parties.


     


      “Required
        Reserve Amount”
means,
        on any Distribution Date beginning with the Distribution Date in _________
        200_
        (after giving effect to all deposits or withdrawals therefrom on that
        Distribution Date), the respective amount listed below for that Distribution
        Date:


     


      
        	
                Distribution
                  Date

              	 	
                Amount

              	 	
                Distribution
                  Date

              	 	
                Amount

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                _________
                  200_

              	 	
                $__________
                  

              
	
                _________
                  200_

              	 	
                $__________
                  

              	 	
                ________
                  200_ and thereafter

              	 	
                $__________
                  

              


      


    


     

    “Reserve
      Account”
means
      the account designated as such, established and maintained pursuant to Section
      8.02(a)(ii) of the Indenture.

     

    “Reserve
      Account Initial Deposit”
means
      $_______________.

     


      “Reserve
        Account Minimum Balance”
means
        $_______________.


     

    “Responsible
      Officer”
means,
      with respect to the Indenture Trustee or the Owner Trustee, any officer within
      the Corporate Trust Office of the Indenture Trustee or the Owner Trustee,
      including any Vice President, Assistant Vice President, Secretary, Assistant
      Secretary, or any other officer of the Indenture Trustee or the Owner Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers, with direct responsibility for the administration of the
      Indenture (or the Trust Agreement, as amended from time to time, as applicable
      to the Owner Trustee) and the other Basic Documents on behalf of the Indenture
      Trustee or the Owner Trustee and also, with respect to a particular matter,
      any
      other officer to whom such matter is referred because of such officer’s
      knowledge of and familiarity with the particular subject.

     

    “S&P”
means
      Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., and its successors and assigns.

     


      “Schedules
        of Financed Student Loans”
means
        the listing of the Financed Student Loans set forth in Schedule A to the
        Indenture (which Schedule may be in the form of microfiche or file or computer
        disk tape).


     

    “SEC”
means
      the United States Securities and Exchange Commission.

     

    “Securities”
means
      the Notes.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     


      “Seller”
means
        any person authorized to sell Student Loans to the Depositor pursuant to
        a
        Student Loan Purchase Agreement. 


     

    “Servicer”
means,
      the Pennsylvania Higher Education Assistance Agency, ______________,
      ______________ or any other loan servicer satisfying the Rating Agency
      Condition.

     


      “Servicer
        Default”
means
        any default event specified in the Servicing Agreement.


     


      “Servicer’s
        Report”
means
        any report of a Servicer delivered pursuant to such Servicer’s Servicing
        Agreement, substantially in the form acceptable to the
        Administrator.


     

    “Servicing
      Agreement”
means
      (a) the agreement by which _______ will act as a Servicer, dated as of
      ___________ __, 20__, between FMC and the __________, which agreement will
      be
      assigned to the Trust concurrent with the initial purchase of Financed Student
      Loans, (b) Non-FFELP Loan Servicing Agreement, dated as of ________ __, 20__,
      by
      and between ____________ and The First Marblehead Corporation, (c) Loan
      Servicing Agreement, dated as of ________ __, 20__, as amended, between
      ____________ and The First Marblehead Corporation, and (d) any other servicing
      agreement between the Issuer and a Servicer under which such Servicer agrees
      to
      service Financed Student Loans included in the Trust Estate, which servicing
      agreement shall satisfy the Rating Agency Condition.

     


      “Servicing
        Criteria”
means
        the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may
        be amended from time to time, and as described on Exhibit C attached
        hereto.


     


      “Servicing
        Fee”
means
        the fee payable to a Servicer (including services rendered but not yet invoiced)
        pursuant to such Servicer’s Servicing Agreement as in effect on the Closing
        Date; such fee may be increased upon satisfying the Rating Agency Condition.
        The
        Servicing Fee shall include expenses of the applicable Servicer related to
        sending privacy policy notices as required by the Gramm-Leach-Bliley Act
        of
        1999, as amended, or any successor thereto. As of each Distribution Date,
        the
        Servicing Fee shall include services rendered but not yet
        invoiced.


     


      “Servicing
        Function Participant”
means
        any Subservicer, Subcontractor or any other Person, other than each Servicer
        and
        the Indenture Trustee, that is participating in the servicing function within
        the meaning of Regulation AB, unless such Person’s activities relate only to 5%
        or less of the Financed Student Loans.


     

    “State”
means
      any one of the 50 States of the United States of America or the District of
      Columbia.

     


      “Stepdown
        Date”
means
        the ____________ 20__ Distribution Date.


     

    “Student
      Loan”
means
      (a) a Credit-Worthy Cosigned Loan, (b) a Credit-Worthy Non-Cosigned Loan,
      or (c) a Credit-Ready Loan. 

     

    “Student
      Loan Files”
means
      

     

    (a) the
      original fully executed copy of the note evidencing the Financed Student Loan
      (including the original loan application fully executed by the Obligor);
      and

     


      (b) any
        and
        all other documents and computerized records that a Servicer shall keep on
        file,
        in accordance with its customary procedures, relating to such Financed Student
        Loan or any borrower with respect thereto.


     

    “Student
      Loan Programs”
means
      the student loan programs sponsored by the Depositor and its Affiliates for
      the
      origination, acquisition, holding, servicing and financing of Student Loans,
      which programs are governed by the Program Manuals.

     


      “Student
        Loan Purchase Agreements” means,
        collectively, the student loan purchase agreements and any other similar
        agreement providing for the sale of Student Loans from the Sellers to the
        Depositor for deposit into the Indenture Trust Estate, including the pool
        supplement relating thereto by and among the applicable Seller, the Depositor
        and FMC. On the Closing Date, the Student Loan Purchase Agreements shall
        be as
        listed in Schedule C to the Indenture. 


     

    “Subordinate
      Noteholders”
means,
      collectively, each Person in whose name a Subordinate Note is registered in
      the
      Note Register.

     

    “Subordinate
      Notes”
means
      the Class B-1 Notes and the Class B-2 Notes.

     

    “Subsequent
      Cutoff Date”
means
      the day specified in the related Subsequent Transfer Agreement as of which
      principal and interest accruing with respect to a Subsequent Student Loan is
      to
      be transferred to the Issuer.

     

    “Subsequent
      Student Loans”
means
      the Student Loans purchased by the Trust from the Sellers with proceeds in
      the
      Pre-Funding Account, each Subsequent Student Loan to be identified on Schedule
      B
      to the Indenture (which may be in the form of microfiche or computer tape).
      

     

    “Subsequent
      Transfer Date”
means
      each day during the Funding Period on which Subsequent Student Loans will be
      conveyed to the Issuer.

     


      “Subcontractor”
means
        any third-party or Affiliate vendor, subcontractor or other Person utilized
        by a
        Servicer, a Subservicer or the Indenture Trustee that is not responsible
        for the
        overall servicing (as “servicing” is commonly understood by participants in the
        student loan backed securities market) of the Financed Student Loans but
        performs one or more discrete functions identified in Item 1122(d) of Regulation
        AB with respect to the Financed Student Loans under direction and authority
        of
        such Servicer, Subservicer or Indenture Trustee.


     


      “Subordinate
        Note Principal Trigger”
means
        if (a) a Note Parity Trigger occurs and is continuing or (b) the Cumulative
        Default Rate exceeds 10%, provided, however, that a Subordinated Note Principal
        Trigger will not be deemed to be in effect if TERI is solvent and is continuing
        to purchase Defaulted Student Loans with respect to which TERI has become
        obligated to purchase under the terms of the relevant Guaranty
        Agreement.


     


      “Subservicer”
means
        any Person that (i) is considered to be a Servicing Function Participant,
        (ii)
        services Financed Student Loans on behalf of any Servicer and (iii) is
        responsible for the performance (whether directly or through Subservicers
        or
        Subcontractors) of material servicing functions required to be performed
        by the
        Servicer or the Indenture Trustee under the Basic Documents with respect
        to some
        or all of the Financed Student Loans, that are identified in Item 1122(d)
        of
        Regulation AB.


     

    “Supplemental
      Indenture”
means
      any amendment of or supplement to this Indenture made in accordance with
      Article IX hereof.

     

    “Telerate
      Page 3750”
means
      the display page so designated on the Bridge Telerate Service (or such other
      page as may replace that page on that service for the purpose of displaying
      comparable rates or prices) or such comparable page on a comparable
      service.

     

    “TERI”
means
      The Education Resources Institute, Inc., a Massachusetts non-profit corporation,
      or its successors and assigns.

     

    “TERI
      Deposit and Security Agreement”
means
      the Deposit and Security Agreement dated as of ______ __, 200_, by and among
      the
      Issuer, TERI and the Administrator with respect to the issuance of the Notes
      hereunder.

     


      “TERI
        Guaranty Agreement”
means,
        with a respect to a Student Loan Program, a guaranty agreement between a
        Seller
        and TERI, together with the acknowledgment by TERI relating thereto. On the
        Issue Date, the TERI Guarantee Agreements shall be as listed on Schedule
        B to
        the Indenture.


     

    “TERI
      Guaranty Amount”
means,
      pursuant to the TERI Guaranty Agreements, Financed Student Loans are guaranteed
      100% as to payment of principal and interest.

     


      “TERI
        Guaranty Event”
means
        a
        claim for payment on a Financed Student Loan made under any of the TERI Guaranty
        Agreements if : (i)(a) the Obligor has failed to make monthly principal and/or
        interest payments on such loan when due, provided such failure continues
        for a
        period of 150 consecutive days, (b) the Obligor has filed a Chapter 13 petition
        in a bankruptcy or, in a Chapter 7 proceeding has filed an adversary proceeding
        pursuant to 11 U.S.C. § 523(a)(8), or (c) the Obligor has died and (ii) the
        conditions set forth in such TERI Guaranty Agreement giving rise to an
        obligation on the part of TERI to make payment on such claim have otherwise
        been
        satisfied.


     

    “TERI
      Pledge Fund”
means
      the fund by the name created in the TERI Deposit and Security Agreement whereby
      TERI will pledge a portion of its guaranty fees to the Trust, by deposit into
      a
      special trust account with the Indenture Trustee.

     

    

         


    

    “Three-Month
      LIBOR”
see
      “One-Month LIBOR” herein.

     

    “Treasury
      Regulations”
means
      regulations, including proposed or temporary regulations, promulgated under
      the
      Code. References in any document or instrument to specific provisions of
      proposed or temporary regulations shall include analogous provisions of final
      Treasury Regulations or other successor Treasury Regulations.

     

    “Trust”
means
      the Issuer, established pursuant to the Trust Agreement.

     

    “Trust
      Account Property”
means
      the Trust Accounts, all amounts and investments held from time to time in any
      Trust Account (whether in the form of deposit accounts, Physical Property,
      book-entry securities, uncertificated securities or otherwise), including the
      Reserve Account Initial Deposits and the Pre-Funded Amount and all proceeds
      of
      the foregoing.

     

    “Trust
      Accounts”
has
      the
      meaning specified in Section 8.02(b) of the Indenture.

     

    “Trust
      Agreement”
means
      the Trust Agreement, dated as of ______ __, 200_, among the Depositor, TERI
      and
      the Owner Trustee.

     


      “Trust
        Certificates”
means
        the Certificates.


     

    “Trust
      Indenture Act”
or
      “TIA”
means
      the Trust Indenture Act of 1939, as amended from time to time.

     


      “Turbo
        Trigger”
means
        any Distribution Date on which (a) the outstanding aggregate Pool Balance
        is
        equal to or less than 10% of the sum of the aggregate principal balance as
        of
        the Cutoff Date of the Financed Student Loans; or (b) the Cumulative Default
        Rate exceeds 10%; provided,
        however,
        that
        with respect to clause (b), a Turbo Trigger will not have occurred if TERI
        is
        solvent and is continuing to purchase Defaulted Student Loans with respect
        to
        which TERI has become obligated to purchase under the terms of the relevant
        Guaranty Agreement.


     

    “UCC”
means,
      unless the context otherwise requires, the Uniform Commercial Code, as in effect
      in the relevant jurisdiction, as amended from time to time.

     

    “Underwriters”
means
      __________, ___________ and ________________.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    APPENDIX
      B

     

     

    PROVISIONS
      RELATING TO NOTES

    BEARING
      INTEREST AS AN AUCTION RATE

     


      Unless
        otherwise provided herein, the provisions of this Appendix B shall apply
        separately to the Class B Notes, Class C Notes and Class D Notes, each
        constituting Auction Rate Notes (“Auction Rate Notes”).


     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01. Certain Definitions.
      In
      addition to the terms defined elsewhere in the Indenture, the following terms
      shall have the following meanings with respect to the Auction Rate Note, unless
      the context otherwise requires:

     

    “All
      Hold Rate”
on
      any
      date of determination, shall mean the Applicable LIBOR-Based Rate less ___%,
      provided that in no event shall the applicable All Hold Rate be greater than
      the
      Maximum Interest Rate.

     

    “Applicable
      Auction Rate”
shall
      have the meaning set forth in Section 1.04(b) of this Appendix B.

     

    “Applicable
      LIBOR-Based Rate”
shall
      mean (a) for an Auction Period of 35 days or less, One-Month LIBOR, (b) for
      an
      Auction Period of more than 35 days but less than 115 days, Three-Month LIBOR,
      (c) for an Auction Period of more than 114 days but less than 195 days,
      Six-Month LIBOR, and (d) for an Auction Period of more than 194 days, One-Year
      LIBOR.

     

    “Applicable
      Number of Business Days”
means
      the greater of two Business Days or one Business Day plus the number of Business
      Days by which the Auction Date precedes the first day of the next succeeding
      Auction Rate Note Interest Period.

     

    “Auction”
shall
      mean each periodic implementation of the Auction Procedures.

     

    “Auction
      Agency Agreement”
shall
      mean the Auction Agency Agreement, dated as of ______ __, 200_, among the
      Trustee, the Issuer and the Auction Agent, and any similar agreement or
      agreements with a successor Auction Agent, in each case as from time to time
      amended or supplemented.

     

    “Auction
      Agent”
shall
      mean any person appointed as such pursuant to Section 1.13 of this Appendix
      B.

     

    “Auction
      Agent Fee”
shall
      mean the fee to be paid to the Auction Agent for the services rendered by it
      under the Auction Agency Agreement and the Broker-Dealer
      Agreements.

     

    “Auction
      Date”
shall
      mean, for each Class of Auction Rate Notes, the Business Day immediately
      preceding the first day of each Auction Rate Note Interest Period for such
      Class, other than: (a) each Auction Rate Note Interest Period commencing after
      the ownership of the Auction Rate Note of such Class is no longer maintained
      in
      book-entry form by the Depository; (b) each Auction Rate Note Interest Period
      commencing after the occurrence and during the continuance of a Payment Default;
      or (c) any Auction Rate Note Interest Period commencing less than the Applicable
      Number of Business Days after the cure or waiver of a Payment Default.
      Notwithstanding the foregoing, the Auction Date for one or more Auction Periods
      may be changed pursuant to Section 1.15 of this Appendix B.

     

    “Auction
      Period”
means,
      with respect to any Auction Rate Note, the Auction Rate Note Interest Period
      applicable thereto as the same may be changed pursuant to Section 1.15 of this
      Appendix B.

     

    “Auction
      Procedures”
shall
      mean the procedures set forth in Section 1.06 of this Appendix B.

     

    “Auction
      Rate”
shall
      mean the rate of interest per annum on any Auction Date that results from the
      implementation of the Auction Procedures, and determined as described in Section
      1.06(c)(ii) of this Appendix B.

     

    “Auction
      Rate Note Initial Interest Period”
shall
      mean the period from and including the date of delivery of the Auction Rate
      Notes, and ending on and including ________ __, 20__ for the Class B Notes,
      ___________ __, 20__ for the Class C Notes and _________ __, 20__ for the Class
      D Notes.

     


      “Auction
        Rate Note Interest Payment Date”
shall
        mean the day after the end of each Auction Rate Note Interest Period, except
        as
        changed as provided herein; provided, however, that if the duration of the
        Auction Rate Note Interest Period is one year or longer, then the Auction
        Rate
        Note Interest Payment Dates thereof shall be each January 1 and July 1 during
        such Auction Rate Note Interest Period and the day following the end of such
        Auction Rate Note Interest Period; and shall also mean the Final Maturity
        Date
        of any Class of Auction Rate Notes, or if any such date is not a Business
        Day,
        the next succeeding Business Day (but only for interest accrued through the
        last
        day of the Auction Rate Note Interest Period next preceding such Auction
        Rate
        Note Interest Payment Date).


     

    “Auction
      Rate Note Interest Period”
shall
      mean (a) with respect to each class of Auction Rate Notes, the Auction Rate
      Note
      Initial Interest Period and unless otherwise changed as described in Section
      1.15 of this Appendix B, each successive period of generally 28 days, commencing
      on the first Business Day following the applicable Auction Date for a Class
      of
      Auction Rate Note, and ending on (and including) the next applicable Auction
      Date for such Class of Auction Rate Note (unless such date is not followed
      by a
      Business Day, in which case on the next succeeding day that is followed by
      a
      Business Day) and (b) if the Auction Periods are changed, each period commencing
      on an Auction Rate Note Interest Payment Date and ending on but excluding the
      next succeeding Auction Rate Note Interest Payment Date. By way of example,
      if
      an Auction Rate Note Interest Period ordinarily would end on a Tuesday, but
      the
      following Wednesday is not a Business Day, the Auction Rate Note Interest Period
      will end on that Wednesday and the new Auction Rate Note Interest Period will
      begin on Thursday.

     


      “Auction
        Rate Notes”
shall
        mean the Class B Notes, Class C Notes and Class D Notes.


     


      “Authorized
        Denomination”
shall
        mean $1,000 and any integral multiple thereof.


     

    “Available
      Auction Rate Note”
shall
      have the meaning set forth in Section 1.06(c)(i)(A) of this Appendix
      B.

     

    “Bid”
shall
      have the meaning set forth in Section 1.06(a)(i) of this Appendix
      B.

     

    “Bidder”
shall
      have the meaning set forth in Section 1.06(a)(i) of this Appendix
      B.

     

    “Broker-Dealer”
shall
      mean ________________, ________________ and _________________ or any other
      broker or dealer (each as defined in the Securities Exchange Act), commercial
      bank or other entity permitted by law to perform the functions required of
      a
      Broker-Dealer set forth in the Auction Procedures that (a) is a Participant
      (or
      an affiliate of a Participant), (b) has a capital surplus of at least
      $100,000,000, (c) has been selected by the Issuer with the approval of the
      Market Agents (which approval shall not be unreasonably withheld), and (d)
      has
      entered into a Broker-Dealer Agreement that remains effective. 

     

    “Broker-Dealer
      Agreement”
shall
      mean the broker-dealer agreement, dated as of ______ __, 200_, between the
      Auction Agent and ___________________, the broker-dealer agreement, dated as
      of
      ______ __, 200_, between the Auction Agent and ___________________, the
      broker-dealer agreement, dated as of ______ __, 200_, between the Auction Agent
      and ________________ and each other agreement between the Auction Agent and
      a
      Broker-Dealer pursuant to which the Broker-Dealer agrees to participate in
      Auctions as set forth in the Auction Procedures, as from time to time amended
      or
      supplemented. 

     

    “Broker-Dealer
      Fee”
shall
      mean the fee to be paid to a Broker-Dealer for the services rendered by a
      Broker-Dealer under a Broker-Dealer Agreement.

     

    “Broker-Dealer
      Fee Rate”
on
      any
      Auction Date, shall mean the rate per annum at which the service charge to
      be
      paid to a Broker-Dealer for the services rendered by it with respect to such
      Auction Date accrues, as provided in the Auction Agency Agreement and
      Broker-Dealer Agreement.

     

    “Carry-over
      Amount”
shall
      mean the excess, if any, of (a) the amount of interest on a Class of Auction
      Rate Note that would have accrued with respect to the related Auction Period
      at
      the Auction Rate (if an Auction is not held for any reason, the Auction Rate
      shall be deemed to be the Maximum Auction Rate for purposes of this definition)
      over (b) the amount of interest on such Class of Auction Rate Note with respect
      to such Class of Auction Rate Note, with respect to such Auction Period based
      on
      the Maximum Rate, together with the unpaid portion of any such excess from
      prior
      Auction Periods; provided that any reference to “principal” or “interest” in the
      Indenture, and in the Auction Rate Notes shall not include within the meanings
      of such words any Carry-over Amount or any interest accrued on any Carry-over
      Amount. 

     

    “Default
      Rate”
on
      any
      date of determination shall mean the interest rate per annum equal to the lesser
      of (a) the Maximum Auction Rate or (b) the Maximum Interest Rate, rounded to
      the
      nearest one-thousandth (0.001) of 1%.

     

    “Existing
      Owner”
shall
      mean, (a) with respect to and for the purpose of dealing with the Auction Agent
      in connection with an Auction, a Person who is a Broker-Dealer listed in the
      existing owner registry at the close of business on the Business Day immediately
      preceding the Auction Date for such Auction and (b) with respect to and for
      the
      purpose of dealing with a Broker-Dealer in connection with an Auction, a Person
      who is a beneficial owner of Auction Rate Note.

     

    “Hold
      Order”
shall
      have the meaning set forth in Section 1.06(a)(i) of this Appendix
      B.

     

    “Interest
      Amount”
shall
      mean the amount of interest distributable in respect of each Auction Rate Note
      for any Auction Rate Note Interest Period or part thereof, as calculated in
      accordance with Section 1.10 of this Appendix B. 

     

    “LIBOR
      Determination Date”
shall
      mean, with respect to an Auction Rate Note, the Auction Date, or if no Auction
      Date is applicable, the Business Day immediately preceding the first day of
      each
      Auction Rate Note Interest Period.

     

    “Market
      Agent”
shall
      mean the market agent or market agents appointed pursuant to Section 1.12 of
      this Appendix B, and its or their successors or assigns.

     

    “Market
      Agent Agreement”
shall
      mean each Market Agent Agreement, dated as of ______ __, 200_, between the
      Issuer and the initial Market Agents, and any similar agreement with a successor
      Market Agent, in each case as from time to time amended or
      supplemented.

     

    “Maximum
      Auction Rate”
shall
      mean either (a) the Applicable LIBOR-Based Rate plus ___% (if the ratings
      assigned by the Rating Agencies to the Auction Rate Note are “Aa3” and “AA-” or
      better, respectively), (b) the Applicable LIBOR-Based Rate plus ___% (if any
      one
      of the ratings assigned by the Rating Agencies to the Auction Rate Note is
      less
      than “Aa3” or “AA-”, respectively, but each such rating is at least any category
      of “A”), or (c) the Applicable LIBOR-Based Rate plus ___% (if any one of the
      ratings assigned by the Rating Agencies to the Auction Rate Note is less than
      the lowest category of “A”). For purposes of the Auction Agent and the Auction
      Procedures, the ratings referred to in this definition shall be the last ratings
      of which the Auction Agent has been given notice pursuant to the Auction Agent
      Agreement. The percentage amount to be added to the Applicable LIBOR-Based
      Rate
      in any one or more of clause (a), (b) and (c) above may be increased upon
      satisfying the Rating Agency Condition. 

     

    “Maximum
      Interest Rate”
shall
      mean the lesser of (a) __% per annum or such higher rate as may be permitted
      upon satisfying the Rating Agency Condition or (b) the maximum rate of interest
      permitted under the laws of the State of Delaware. 

     

    “Maximum
      Rate”
on
      any
      date of determination, shall mean the interest rate per annum equal to the
      lesser of:

     

    (a) the
      Maximum Auction Rate; or

     

    (b) the
      Maximum Interest Rate,

     

    in
      each
      case rounded to the nearest one-thousandth (0.001) of 1%.

     

    “One-Month
      LIBOR”,
      “Three-Month
      LIBOR”,
      “Six-Month
      LIBOR”
or
      “One-Year
      LIBOR”
shall
      mean, with respect to the Auction Rate Notes, the offered rate, as determined
      by
      the Auction Agent, of the Applicable LIBOR-Based Rate for United States dollar
      deposits which appears on Telerate Page 3750, as reported by Bloomberg Financial
      Markets Commodities News (or such other page as may replace Telerate Page 3750
      for the purpose of displaying comparable rates) as of approximately 11:00 a.m.
      London time, on the LIBOR Determination Date; provided, that if on any
      calculation date, no rate appears on Telerate Page 3750 as specified above,
      the
      Auction Agent shall determine the arithmetic mean of the offered quotations
      for
      four major banks in the London interbank market, for deposits in U.S. dollars
      for the respective period specified above for the banks in the London interbank
      market as of approximately 11:00 a.m., London time, on such calculation date
      and
      in a principal amount of not less than $1,000,000 that is representative of
      a
      single transaction in such market and at such time, unless fewer than two such
      quotations are provided, in which case, the Applicable LIBOR-Based Rate shall
      be
      the arithmetic mean of the offered quotations that leading banks in New York
      City selected by the Auction Agent are quoting on the relevant LIBOR
      Determination Date for loans in U.S. dollars to leading European banks in a
      principal amount of not less than $1,000,000 that is representative of a single
      transaction in such market at such time. All percentages resulting from such
      calculations shall be rounded upwards, if necessary, to the nearest one
      hundredth of one percent.

     

    “Order”
shall
      have the meaning set forth in Section 1.06(a) of this
      Appendix B.

     

    “Owner”
as
      used
      in this Appendix B shall mean the beneficial owner of any Auction Rate
      Notes.

     

    “Participant”
shall
      mean a member of or participant in, the Depository.

     

    “Payment
      Default”
shall
      mean failure to make payment of interest on, premium, if any, and principal
      of
      an Auction Rate Note when due, by the Issuer.

     

    “Person”
means
      and includes, unless otherwise specified, an individual, corporation, company,
      trust, estate, partnership or association.

     

    “Potential
      Owner”
shall
      mean any Person (including any Existing Owner that is (a) a Broker-Dealer when
      dealing with the Auction Agent and (b) a potential beneficial owner when dealing
      with a Broker-Dealer), who may be interested in acquiring Auction Rate Notes
      (or, in the case of an Existing Owner thereof, an additional principal amount
      of
      Auction Rate Notes).

     

    “Record
      Date”
shall
      mean (a) if, and for so long as, Auction Rate Note Interest Payment Dates are
      specified to occur at the end of each Auction Period, as provided in Section
      1.15 of this Appendix B, the Applicable Number of Business Days immediately
      preceding each Auction Rate Note Interest Payment Date and (b) if and for so
      long as interest is payable with respect thereto semiannually, one Business
      Day
      prior to each Auction Rate Note Interest Payment Date.

     

    “Registrar”
shall
      mean the Trustee or any separate registrar appointed under the Indenture with
      respect to the Auction Rate Note.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

     

    “Securities
      Exchange Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    “Sell
      Order”
shall
      have the meaning set forth in Section 1.06(a) of this
      Appendix B.

     

    “Servicing
      Fees”
means
      any fees payable by the Issuer to a Servicer in respect of Financed Student
      Loans pursuant to the provisions of a Servicing Agreement.

     

    “Submission
      Deadline”
shall
      mean 1:00 p.m., New York time, on any Auction Date or such other time on any
      Auction Date by which the Broker-Dealers are required to submit Orders to the
      Auction Agent , as specified by the Auction Agent from time to
      time.

     

    “Submitted
      Bid”
shall
      have the meaning set forth in Section 1.06(c)(i) of this Appendix
      B.

     

    “Submitted
      Hold Order”
shall
      have the meaning set forth in Section 1.06(c)(i) of this Appendix
      B.

     

    “Submitted
      Order”
shall
      have the meaning set forth in Section 1.06(c)(i) of this
      Appendix B.

     

    “Submitted
      Sell Order”
shall
      have the meaning set forth in Section 1.06(c)(i) of this Appendix
      B.

     

    “Sufficient
      Clearing Bids”
shall
      have the meaning set forth in Section 1.06(c)(i)(B) of this Appendix
      B.

     

    “Trustee”
means
      the Indenture Trustee as defined in Appendix A to the Indenture.

     

    “Winning
      Bid Rate”
shall
      have the meaning set forth in Section 1.06(c)(i)(C) of this Appendix B.


     

    Section
      1.02. Description of Series; Global Form; Depository.

     


      (a) As
        provided in the Indenture, the Class B Notes, Class C Notes and Class D Notes
        shall be issued as Auction Rate Notes.


     

    (b) Except
      as
      otherwise provided in this Section, the Auction Rate Notes, in the form of
      one
      or more securities, shall be registered in the name of the Depository, and
      ownership thereof shall be maintained in book-entry form by the Depository
      for
      the account of the Participants thereof. Initially, the Auction Rate Notes
      shall
      be registered in the name of Cede & Co., as the nominee of DTC. Except as
      provided in subsection (c) of this Section, the Auction Rate Notes may be
      transferred, in whole but not in part, only to the Depository, or to a successor
      to DTC selected or approved by the Issuer or to a nominee of such successor
      Depository.

     

    (i) Neither
      the Issuer, the Registrar nor any of their respective affiliates shall have
      any
      responsibility or obligation with respect to:

     

    (A) the
      accuracy of the records of the Depository or any Participant with respect to
      any
      beneficial ownership interest in an Auction Rate Note;

     

    (B) the
      delivery to any Participant, any Owner of an Auction Rate Note or any other
      person, other than the Depository, of any notice with respect to the Auction
      Rate Notes; or

     

    (C) the
      payment to any Participant, any Owner of an Auction Rate Note or any other
      person, other than the Depository, of any amount with respect to the principal
      of, premium, if any, or interest on the Auction Rate Notes.

     

    So
      long
      as the certificates for the Auction Rate Notes are not issued pursuant to
      subsection (c) of this Section 1.02, the Issuer and the Registrar may treat
      the
      Depository as, and deem the Depository to be, the absolute owner of the Auction
      Rate Notes for all purposes whatsoever, including without
      limitation:

     

    (i) the
      payment of principal of, premium, if any, and interest on the Auction Rate
      Notes;

     

    (ii) giving
      notices of redemption and other matters with respect to the Auction Rate Notes;
      

     

    (iii) registering
      transfer with respect to the Auction Rate Notes; and

     

    (iv) the
      selection of ARN for redemption.

     

    (d) If
      at any
      time the Market Agent has notified the Issuer that the Auction Rate Notes should
      not be maintained in book-entry form or the Depository notifies the Issuer
      that
      it is unwilling or unable to continue as Depository with respect to the Auction
      Rate Notes, or if at any time the Depository shall no longer be registered
      or in
      good standing under the Securities Exchange Act or other applicable statute
      or
      regulation and a successor Depository is not appointed by the Issuer within
      90
      days after the Issuer receives notice or becomes aware of such condition, as
      the
      case may be, then this Section shall no longer be applicable and the Issuer
      shall execute and the Registrar shall authenticate and deliver certificates
      representing the Auction Rate Notes as provided below. Certificates for the
      Auction Rate Notes issued in exchange for a global certificate pursuant to
      this
      subsection (c) shall be registered in such names and authorized denominations
      as
      the Depository, pursuant to instructions from the Participants or otherwise,
      shall instruct the Issuer and the Registrar. The Registrar shall deliver such
      certificates representing the Auction Rate Notes to the persons in whose names
      such Auction Rate Note are so registered on the Business Day immediately
      preceding the first day of an Auction Rate Note Interest Period.

     

    Section
      1.03. Limitations on Transfer.
      So long
      as the ownership of the Auction Rate Note is maintained in book-entry form
      by
      the Depository, an Existing Owner may sell, transfer or otherwise dispose of
      its
      beneficial interest in an Auction Rate Note only pursuant to a Bid or Sell
      Order
      placed in any Auction or to or through a Broker-Dealer; provided that in the
      case of all transfers other than pursuant to Auctions such Existing Owner,
      its
      Broker-Dealer or its Participant advises the Auction Agent of such
      transfer.

     

    Section
      1.04. Interest on Auction Rate Notes.

     

    (a) Interest
      on the Auction Rate Notes shall accrue for each Auction Rate Note Interest
      Period and shall be payable in arrears, on each Auction Rate Note Interest
      Payment Date and shall be calculated in accordance with the provisions of
      Section 1.10 of this Appendix B.

     

    (b) The
      rate
      of interest on each Class of Auction Rate Notes for its Initial Auction Rate
      Note Interest Period shall be as follows: 

    



      
        	
                Class

              	
                Initial
                  Rate

              
	 	 
	
                B

              	
                __%

              
	
                C

              	
                __%

              
	
                D

              	
                __%

              


      


    


    The
      rate
      of interest on an Auction Rate Note for each subsequent Auction Rate Note
      Interest Period shall be the Applicable Auction Rate unless such Auction Rate
      exceeds the Maximum Rate, in which case, the rate of interest on the Auction
      Rate Note for such Auction Rate Note Interest Period shall be the Maximum Rate,
      or unless the Maximum Rate shall actually be lower than the All Hold Rate,
      in
      which case the rate of interest on the Auction Rate Note for such Auction Rate
      Note Interest Period shall be the Maximum Rate; provided that if, on any Auction
      Date, an Auction is not held for any reason, then the rate of interest for
      the
      next succeeding Auction Rate Note Interest Period shall equal the Maximum Rate
      on such Auction Date. 

     

    Notwithstanding
      the foregoing, if: 

     

    (i) the
      ownership of an Auction Rate Note is no longer maintained in book-entry form
      by
      the Depository, the rate of interest on such Auction Rate Note for any Auction
      Rate Note Interest Period commencing after the delivery of certificates
      representing Auction Rate Note pursuant to Section 1.02(c) of this Appendix
      B
      shall equal the Maximum Rate on the Business Day immediately preceding the
      first
      day of such Auction Rate Note Interest Period; or

     

    (ii) a
      Payment
      Default occurs, Auctions will be suspended and the Applicable Auction Rate
      (as
      defined below) for the Auction Rate Note Interest Period commencing on or after
      such Payment Default and for each Auction Rate Note Interest Period thereafter,
      to and including the Auction Rate Note Interest Period, if any, during which,
      or
      commencing less than two Business Days after, such Payment Default is cured
      will
      equal the Default Rate.

     

    The
      rate
      per annum at which interest is payable on an Auction Rate Note for any Auction
      Rate Note Interest Period is herein referred to as the “Applicable Auction
      Rate.” Notwithstanding anything herein to the contrary, the Applicable Auction
      Rate cannot exceed the Maximum Interest Rate.

     

    (c) Notwithstanding
      anything herein to the contrary, if any ARN or portion thereof has been selected
      for redemption during the next succeeding Interest Period, said ARN or portion
      thereof, will not be included in the Auction preceding such redemption date,
      and
      said ARN or portion thereof, will continue to bear interest until the redemption
      date at the rate established for the Interest Period prior to said
      Auction.

     

    Section
      1.05. Payments.
      So long
      as the Auction Rate Notes are registered in the name of the Depository or the
      nominee thereof, payment of interest (other than at maturity) and premium,
      if
      any, on, and of principal at redemption of, the Auction Rate Notes shall be
      made
      to the Depository by wire transfer provided proper wire instructions are
      received. 

     

    Section
      1.06. Auction Procedures.
      Auctions shall be conducted on each Auction Date (other than the Auction Date
      immediately preceding (a) each Auction Rate Note Interest Period commencing
      after the ownership of an Auction Rate Note is no longer maintained in
      book-entry form by the Depository; (b) each Auction Rate Note Interest Period
      commencing after the occurrence and during the continuance of a Payment Default;
      or (c) any Auction Rate Note Interest Period commencing less than two Business
      Days after the cure of a Payment Default). If, there is an Auction Agent on
      such
      Auction Date, Auctions shall be conducted in the following manner (such
      procedures to apply separately to each Class of Auction Rate Note):

     

    (a) Submissions
      by Existing Owners and Potential Owners to a Broker-Dealer.

     

    (i) Prior
      to
      the Submission Deadline on each Auction Date:

     

    (A) each
      Existing Owner of Auction Rate Notes may submit to a Broker-Dealer any
      information as to:

     

    (1) the
      principal amount of Outstanding Auction Rate Notes, if any, held by such
      Existing Owner which such Existing Owner desires to continue to hold without
      regard to the Auction Rate for the next succeeding Auction Rate Note Interest
      Period;

     

    (2) the
      principal amount of Outstanding Auction Rate Notes, if any, which such Existing
      Owner offers to sell if the Auction Rate for the next succeeding Auction Rate
      Note Interest Period shall be less than the rate per annum specified by such
      Existing Owner; and/or

     

    (3) the
      principal amount of Outstanding Auction Rate Notes, if any, held by such
      Existing Owner which such Existing Owner offers to sell without regard to the
      Auction Rate for the next succeeding Auction Rate Note Interest Period;
      and

     

    (B) one
      or
      more Broker-Dealers may contact Potential Owners to determine the principal
      amount of Auction Rate Notes which each such Potential Owner offers to purchase
      if the Auction Rate for the next succeeding Auction Rate Note Interest Period
      shall not be less than the rate per annum specified by such Potential
      Owner.

     

    For
      the
      purposes hereof, the communication to a Broker-Dealer of information referred
      to
      in clause (A)(1), (A)(2), (A)(3) or (B) of this paragraph (i) is hereinafter
      referred to as an “Order” and collectively as “Orders” and each Existing Owner
      and each Potential Owner placing an Order is hereinafter referred to as a
“Bidder” and collectively as “Bidders;” an Order containing the information
      referred to in (x) clause (A)(1) of this paragraph (i) is hereinafter referred
      to as a “Hold Order” and collectively as “Hold Orders,” (y) clause (A)(2) or (B)
      of this paragraph (i) is hereinafter referred to as a “Bid” and collectively as
“Bids” and (z) clause (A)(3) of this paragraph (i) is hereinafter referred to as
      a “Sell Order” and collectively as “Sell Orders.”

     

    (ii) (A) Subject
      to the provisions of Section 1.06(b) of this Appendix B, a Bid by an Existing
      Owner shall constitute an irrevocable offer to sell:

     

    (1) the
      principal amount of Outstanding Auction Rate Notes specified in such Bid if
      the
      Auction Rate determined as provided in this Section 1.06 of this Appendix B
      shall be less than the rate specified in such Bid; or

     

    (2) such
      principal amount or a lesser principal amount of Outstanding Auction Rate Notes
      to be determined as set forth in Section 1.06(d)(i)(D) of this Appendix B,
      if
      the Auction Rate determined as provided in this Section 1.06 shall be equal
      to
      the rate specified in such Bid; or

     

    (3) such
      principal amount or a lesser principal amount of Outstanding Auction Rate Notes
      to be determined as set forth in Section 1.06(d)(ii)(C) of this Appendix B,
      if
      the rate specified shall be higher than the Maximum Auction Rate and Sufficient
      Clearing Bids have not been made.

     

    (B) Subject
      to the provisions of Section 1.06(b) of this Appendix B, a Sell Order by an
      Existing Owner shall constitute an irrevocable offer to sell:

     

    (1) the
      principal amount of Outstanding Auction Rate Notes specified in such Sell Order;
      or

     

    (2) such
      principal amount or a lesser principal amount of Outstanding Auction Rate Notes
      as set forth in Section 1.06(d)(ii)(C) of this Appendix B, if Sufficient
      Clearing Bids have not been made.

     

    (C) Subject
      to the provisions of Section 1.06(b) of this Appendix B, a Bid by a Potential
      Owner shall constitute an irrevocable offer to purchase:

     

    (1) the
      principal amount of Outstanding Auction Rate Notes specified in such Bid if
      the
      Auction Rate determined as provided in this Section shall be higher than the
      rate specified in such Bid; or

     

    (2) such
      principal amount or a lesser principal amount of Outstanding Auction Rate Notes
      as set forth in Section 1.06(d)(i)(E) of this Appendix B, if the Auction Rate
      determined as provided in this Section shall be equal to the rate specified
      in
      such Bid.

     

    (b) Submissions
      by a Broker-Dealer to an Auction Agent.

     

    (i) Each
      Broker-Dealer shall submit in writing to the Auction Agent prior to the
      Submission Deadline on each Auction Date all Orders obtained by such
      Broker-Dealer and shall specify with respect to each such Order:

     

    (A) the
      name
      of the Bidder placing such Order;

     

    (B) the
      aggregate principal amount of Auction Rate Notes that are the subject of such
      Order;

     

    (C) to
      the
      extent that such Bidder is an Existing Owner:

     

    (1) the
      principal amount of Auction Rate Note, if any, subject to any Hold Order placed
      by such Existing Owner;

     

    (2) the
      principal amount of Auction Rate Notes, if any, subject to any Bid placed by
      such Existing Owner and the rate specified in such Bid; and

     

    (3) the
      principal amount of Auction Rate Notes, if any, subject to any Sell Order placed
      by such Existing Owner; and

     

    (D) to
      the
      extent such Bidder is a Potential Owner, the rate and amount specified in such
      Potential Owner's Bid.

     

    (ii) If
      any
      rate specified in any Bid contains more than three figures to the right of
      the
      decimal point, the Auction Agent shall round such rate up to the next highest
      one thousandth (.001) of 1%.

     

    (iii) If
      an
      Order or Orders covering all Outstanding Auction Rate Notes held by any Existing
      Owner is not submitted to the Auction Agent prior to the Submission Deadline,
      the Auction Agent shall deem a Hold Order to have been submitted on behalf
      of
      such Existing Owner covering the principal amount of Outstanding Auction Rate
      Notes held by such Existing Owner and not subject to an Order submitted to
      the
      Auction Agent.

     

    (iv) None
      of
      the Issuer, the Trustee nor the Auction Agent shall be responsible for any
      failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf
      of
      any Existing Owner or Potential Owner.

     

    (v) If
      any
      Existing Owner submits through a Broker-Dealer to the Auction Agent one or
      more
      Orders covering in the aggregate more than the principal amount of Outstanding
      Auction Rate Notes held by such Existing Owner, such Orders shall be considered
      valid as follows and in the following order of priority:

     

    (A) all
      Hold
      Orders shall be considered valid, but only up to and including in the aggregate
      the principal amount of Auction Rate Notes held by such Existing Owner, and
      if
      the aggregate principal amount of Auction Rate Notes subject to such Hold Orders
      exceeds the aggregate principal amount of Auction Rate Notes held by such
      Existing Owner, the aggregate principal amount of Auction Rate Notes subject
      to
      each such Hold Order shall be reduced pro rata to cover the aggregate principal
      amount of Outstanding Auction Rate Notes held by such Existing
      Owner;

     

    (B) (1) any
      Bid
      shall be considered valid up to and including the excess of the principal amount
      of Outstanding Auction Rate Notes held by such Existing Owner over the aggregate
      principal amount of Auction Rate Notes subject to any Hold Orders referred
      to in
      clause (A) of this paragraph (v);

     

    (2) subject
      to subclause (1) of this clause (B), if more than one Bid with the same rate
      is
      submitted on behalf of such Existing Owner and the aggregate principal amount
      of
      Outstanding Auction Rate Notes subject to such Bids is greater than such excess
      such Bids shall be considered valid up to and including the amount of such
      excess, and the stated amount of Auction Rate Notes subject to each Bid with
      the
      same rate shall be reduced pro rata to cover the stated amount of Auction Rate
      Notes equal to such excess;

     

    (3) subject
      to subclause (1) and (2) of this clause (B), if more than one Bid with different
      rates is submitted on behalf of such Existing Owner, such Bids shall be
      considered valid first in the ascending order of their respective rates until
      the highest rate is reached at which such excess exists and then at such rate
      up
      to and including the amount of such excess; and

     

    (4) in
      any
      such event, the aggregate principal amount of Outstanding Auction Rate Notes,
      if
      any, subject to Bids not valid under this clause (B) shall be treated as the
      subject of a Bid by a Potential Owner at the rate therein specified;
      and

     

    (C) all
      Sell
      Orders shall be considered valid up to and including the excess of the principal
      amount of Outstanding Auction Rate Notes held by such Existing Owner over the
      aggregate principal amount of Auction Rate Note subject to valid Hold Orders
      referred to in clause (A) of this paragraph (v) and valid Bids referred to
      in
      clause (B) of this paragraph (v).

     

    (vi) If
      more
      than one Bid for Auction Rate Notes is submitted on behalf of any Potential
      Owner, each Bid submitted shall be a separate Bid with the rate and principal
      amount therein specified.

     

    (vii) Any
      Bid
      or Sell Order submitted by an Existing Owner covering an aggregate principal
      amount of Auction Rate Note not equal to an Authorized Denomination therefor
      shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a
      Potential Owner covering an aggregate principal amount of Auction Rate Notes
      not
      equal to an Authorized Denomination therefor shall be rejected.

     

    (viii) Any
      Bid
      submitted by an Existing Owner or a Potential Owner specifying a rate lower
      than
      the All Hold Rate shall be treated as a Bid specifying the All Hold Rate and
      any
      such Bid shall be considered as valid and shall be selected in the ascending
      order of the respective rates in the Submitted Bids.

     

    (ix) An
      Existing Owner that offers to purchase an additional Auction Rate Note is,
      for
      purposes of such offer, treated as a Potential Owner.

     

    (x) Any
      Bid
      specifying a rate higher than the Maximum Interest Rate will (A) be treated
      as a
      Sell Order if submitted by an Existing Owner and (B) not be accepted if
      submitted by a Potential Owner.

     

    (c) Determination
      of Sufficient Clearing Bids, Auction Rate and Winning Bid
      Rate.

     

    (i) Not
      earlier than the Submission Deadline on each Auction Date, the Auction Agent
      shall assemble all valid Orders submitted or deemed submitted to it by the
      Broker-Dealers (each such Order as submitted or deemed submitted by a
      Broker-Dealer being hereinafter referred to individually as a “Submitted Hold
      Order,” a “Submitted Bid” or a “Submitted Sell Order,” as the case may be, or as
      a “Submitted Order,” and collectively as “Submitted Hold Orders,” “Submitted
      Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”)
      and shall determine:

     

    (A) the
      excess of the total principal amount of Outstanding Auction Rate Notes over
      the
      sum of the aggregate principal amount of Outstanding Auction Rate Notes subject
      to Submitted Hold Orders (such excess being hereinafter referred to as the
      “Available Auction Rate Note”); and

     

    (B) from
      such
      Submitted Orders whether:

     

    (1) the
      aggregate principal amount of Outstanding Auction Rate Notes subject to
      Submitted Bids by Potential Owners specifying one or more rates equal to or
      lower than the Maximum Interest Rate, exceeds or is equal to the sum
      of:

     

    (2) the
      aggregate principal amount of Outstanding Auction Rate Notes subject to
      Submitted Bids by Existing Owners specifying one or more rates higher than
      the
      Maximum Interest Rate; and

     

    (3) the
      aggregate principal amount of Outstanding Auction Rate Notes subject to
      Submitted Sell Orders;

     

    (in
      the
      event such excess or such equality exists, other than because the sum of the
      principal amounts of Auction Rate Notes in subclauses (1) and (3) above is
      zero
      because all of the Outstanding Auction Rate Notes are subject to Submitted
      Hold
      Orders, such Submitted Bids in subclause (1) above being hereinafter referred
      to
      collectively as “Sufficient Clearing Bids”); and

     

    (C) if
      Sufficient Clearing Bids have been made, the lowest rate specified in such
      Submitted Bids (which shall be the “Winning Bid Rate”) such that
      if:

     

    (1) each
      such
      Submitted Bid from Existing Owners specifying such lowest rate and all other
      Submitted Bids from Existing Owners specifying lower rates were rejected, thus
      entitling such Existing Owners to continue to hold the principal amount of
      Auction Rate Notes subject to such Submitted Bids; and

     

    (2) each
      such
      Submitted Bid from Potential Owners specifying such lowest rate and all other
      Submitted Bids from Potential Owners specifying lower rates were
      accepted;

     

    the
      result would be that such Existing Owners described in subclause (1) above
      would
      continue to hold own an aggregate principal amount of Outstanding Auction Rate
      Notes which, when added to the aggregate principal amount of Outstanding Auction
      Rate Note to be purchased by such Potential Owners described in subclause (2)
      above, would equal not less than the Available Auction Rate Notes.

     

    (ii) Promptly
      after the Auction Agent has made the determinations pursuant to paragraph (i)
      of
      this subsection (c), the Auction Agent shall advise the Trustee of the Maximum
      Auction Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR,
      the
      Applicable LIBOR-Based Rate, the Carry-over Amount and any applicable interest
      thereon, and the components thereof on the Auction Date and, based on such
      determinations, the Auction Rate for the next succeeding Auction Rate Note
      Interest Period (the “Auction Rate”) as follows:

     

    (A) if
      Sufficient Clearing Bids have been made, that the Auction Rate for the next
      succeeding Auction Rate Note Interest Period shall be equal to the Winning
      Bid
      Rate so determined;

     

    (B) if
      Sufficient Clearing Bids have not been made (other than because all of the
      Outstanding Auction Rate Notes are subject to Submitted Hold Orders), that
      the
      Auction Rate for the next succeeding Auction Rate Note Interest Period shall
      be
      equal to the Maximum Auction Rate; or

     

    (C) if
      all
      Outstanding Auction Rate Notes are subject to Submitted Hold Orders, that the
      Auction Rate for the next succeeding Auction Rate Note Interest Period shall
      be
      equal to the All Hold Rate.

     

    If
      the
      Auction Rate determined as set forth above exceeds the Maximum Rate, the
      Applicable Auction Rate for such Auction Rate Note Interest Period shall be
      equal to the Maximum Rate, and the excess of the amount of interest on the
      Auction Rate Note that would have accrued at the rate equal to the Auction
      Rate
      over the amount of interest on such Auction Rate Note actually accrued at the
      Maximum Rate will accrue as the Carry-over Amount. The Carry-over Amount will
      bear interest at a rate equal to One-Month LIBOR from the Auction Rate Note
      Interest Payment Date for the Auction Rate Note Interest Period for which the
      Carry-over Amount was calculated until paid, or until extinguished. The
      Carry-over Amount (and interest accrued thereon) on the Auction Rate Note will
      be calculated by the Auction Agent and paid by the Trustee, if ever, on the
      next
      occurring Auction Rate Note Interest Payment Date, and each succeeding Auction
      Rate Note Interest Payment Date until paid, for each Auction Period subsequent
      to the Auction Period in which such Carry-over Amount accrued, if and to the
      extent that (1) during such subsequent Auction Period, no additional Carry-over
      Amount is accruing on the Auction Rate Note, and if paid, such Carry-over Amount
      is paid solely to the extent that during such Auction Period, the amount of
      interest that would be payable on this note at the Maximum Rate exceeds the
      amount of interest that is payable for such Auction Period on the Auction Rate
      Note at the interest rate in effect for such Auction Period and (2) moneys
      are
      available pursuant to the terms of the Indenture in an amount sufficient to
      pay
      all or such portion of Carry-over Amount as described in clause (1) above.
      Any
      such payment obligation for Carry-over Amount is extinguished when the related
      Auction Rate Note is paid at maturity or by earlier redemption.

     

    (d) Acceptance
      and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of
      Auction Rate Notes.

     

    Existing
      Owners shall continue to hold the principal amount of Auction Rate Notes that
      are subject to Submitted Hold Orders, and, based on the determinations made
      pursuant to Section 1.06(c)(i) of this Appendix B, Submitted Bids and Submitted
      Sell Orders shall be accepted or rejected and the Auction Agent shall take
      such
      other action as set forth below:

     

    (i) If
      Sufficient Clearing Bids have been made, all Submitted Sell Orders shall be
      accepted and, subject to the provisions of paragraph (iv) of this subsection
      (d), Submitted Bids shall be accepted or rejected as follows in the following
      order of priority and all other Submitted Bids shall be rejected:

     

    (A) Existing
      Owners' Submitted Bids specifying any rate that is higher than the Winning
      Bid
      Rate shall be accepted, thus requiring each such Existing Owner to sell the
      aggregate principal amount of Auction Rate Notes subject to such Submitted
      Bids;

     

    (B) Existing
      Owners' Submitted Bids specifying any rate that is lower than the Winning Bid
      Rate shall be rejected, thus entitling each such Existing Owner to continue
      to
      hold the aggregate principal amount of Auction Rate Notes subject to such
      Submitted Bids;

     

    (C) Potential
      Owners' Submitted Bids specifying any rate that is lower than the Winning Bid
      Rate shall be accepted, thus requiring such Potential Owner to purchase the
      aggregate principal amount of Auction Rate Notes subject to such Submitted
      Bids;

     

    (D) Each
      Existing Owners' Submitted Bid specifying a rate that is equal to the Winning
      Bid Rate shall be rejected, thus entitling such Existing Owner to continue
      to
      hold the aggregate principal amount of Auction Rate Notes subject to such
      Submitted Bid, unless the aggregate principal amount of Outstanding Auction
      Rate
      Notes subject to all such Submitted Bids shall be greater than the principal
      amount of Auction Rate Note (the “remaining principal amount”) equal to the
      excess of the Available Auction Rate Notes over the aggregate principal amount
      of Auction Rate Notes subject to Submitted Bids described in clauses (B) and
      (C)
      of this paragraph (i), in which event such Submitted Bid of such Existing Owner
      shall be rejected in part, and such Existing Owner shall be entitled to continue
      to hold the principal amount of Auction Rate Notes subject to such Submitted
      Bid, but only in an amount equal to the aggregate principal amount of Auction
      Rate Notes obtained by multiplying the remaining principal amount by a fraction,
      the numerator of which shall be the principal amount of Outstanding Auction
      Rate
      Notes held by such Existing Owner subject to such Submitted Bid and the
      denominator of which shall be the sum of the principal amount of Outstanding
      Auction Rate Notes subject to such Submitted Bids made by all such Existing
      Owners that specified a rate equal to the Winning Bid Rate; and

     

    (E) Each
      Potential Owner's Submitted Bid specifying a rate that is equal to the Winning
      Bid Rate shall be accepted, but only in an amount equal to the principal amount
      of Auction Rate Notes obtained by multiplying the excess of the aggregate
      principal amount of Available Auction Rate Note over the aggregate principal
      amount of Auction Rate Note subject to Submitted Bids described in clauses
      (B),
      (C) and (D) of this paragraph (i) by a fraction the numerator of which shall
      be
      the aggregate principal amount of Outstanding Auction Rate Notes subject to
      such
      Submitted Bid and the denominator of which shall be the sum of the principal
      amounts of Outstanding Auction Rate Notes subject to Submitted Bids made by
      all
      such Potential Owners that specified a rate equal to the Winning Bid
      Rate.

     

    (ii) If
      Sufficient Clearing Bids have not been made (other than because all of the
      Outstanding Auction Rate Note are subject to Submitted Hold Orders), subject
      to
      the provisions of paragraph (iv) of this subsection (d), Submitted Orders shall
      be accepted or rejected as follows in the following order of priority and all
      other Submitted Bids shall be rejected:

     

    (A) Existing
      Owners' Submitted Bids specifying any rate that is equal to or lower than the
      Maximum Auction Rate shall be rejected, thus entitling such Existing Owners
      to
      continue to hold the aggregate principal amount of Auction Rate Notes subject
      to
      such Submitted Bids;

     

    (B) Potential
      Owners' Submitted Bids specifying any rate that is equal to or lower than the
      Maximum Auction Rate shall be accepted, thus requiring each Potential Owner
      to
      purchase the aggregate principal amount of Auction Rate Notes subject to such
      Submitted Bids; and 

     

    (C) Each
      Existing Owner's Submitted Bid specifying any rate that is higher than the
      Maximum Auction Rate and the Submitted Sell Order of each Existing Owner shall
      be accepted, thus entitling each Existing Owner that submitted any such
      Submitted Bid or Submitted Sell Order to sell the Auction Rate Note subject
      to
      such Submitted Bid or Submitted Sell Order, but in both cases only in an amount
      equal to the aggregate principal amount of Auction Rate Notes obtained by
      multiplying the aggregate principal amount of Auction Rate Note subject to
      Submitted Bids described in clause (B) of this paragraph (ii) by a fraction
      the
      numerator of which shall be the aggregate principal amount of Outstanding
      Auction Rate Notes held by such Existing Owner subject to such Submitted Bid
      or
      Submitted Sell Order and the denominator of which shall be the aggregate
      principal amount of Outstanding Auction Rate Notes subject to all such Submitted
      Bids and Submitted Sell Orders.

     

    (iii) If
      all
      Outstanding Auction Rate Notes are subject to Submitted Hold Orders, all
      Submitted Bids shall be rejected.

     

    (iv) If,
      as a
      result of the procedures described in paragraph (i) or (ii) of this subsection
      (d), any Existing Owner would be entitled or required to sell, or any Potential
      Owner would be entitled or required to purchase, a principal amount of Auction
      Rate Notes that is not equal to an Authorized Denomination therefor, the Auction
      Agent shall, in such manner as it shall, in its sole discretion, determine,
      round up or down the principal amount of Auction Rate Note to be purchased
      or
      sold by any Existing Owner or Potential Owner so that the principal amount
      of
      Auction Rate Notes purchased or sold by each Existing Owner or Potential Owner
      shall be equal to an Authorized Denomination, even if such allocation results
      in
      one or more of such Potential Owners not purchasing any Auction Rate
      Note.

     

    (e) Based
      on
      the results of each Auction, the Auction Agent shall determine the aggregate
      principal amount of Auction Rate Notes to be purchased and the aggregate
      principal amount of Auction Rate Notes to be sold by Potential Owners and
      Existing Owners on whose behalf each Broker-Dealer submitted Bids or Sell Orders
      and, with respect to each Broker-Dealer, to the extent that such aggregate
      principal amount of Auction Rate Notes to be sold differs from such aggregate
      principal amount of Auction Rate Note to be purchased, determine to which other
      Broker-Dealer or Broker-Dealers acting for one or more purchasers such
      Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers
      acting for one or more sellers such Broker-Dealer shall receive, as the case
      may
      be, Auction Rate Notes.

     

    Section
      1.07. Certain Orders Not Permitted.
      Neither
      the Issuer nor any Affiliate of the Issuer may submit an Order in any Auction.
      The Auction Agent shall have no duty or liability in monitoring or enforcing
      compliance with this Section.

     

    Section
      1.08. Payment Defaults; Auction Agent and Broker-Dealer Fees and
      Expenses.

     

    (a) By
      12:30
      p.m., New York time, on the Business Day immediately succeeding each Auction
      Rate Note Interest Payment Date, the Trustee will determine if a Payment Default
      has occurred. If a Payment Default has occurred, the Trustee will notify the
      Auction Agent and the Broker-Dealers by 1:00 p.m., New York time, of such
      Payment Default. If a Payment Default has been cured, the Trustee shall so
      notify the Auction Agent and the Broker-Dealers by 5:00 p.m., New York time,
      on
      the day such Payment Default is cured. So long as the ownership of the Auction
      Rate Notes is maintained in book-entry form by the Depository, upon the
      occurrence of a Payment Default the Trustee will immediately send a notice
      thereof to the Auction Agent and Market Agent by telecopy or similar means.
      So
      long as the ownership of the Auction Rate Notes is maintained in book-entry
      form
      by the Depository, the Trustee will immediately send notice to the Auction
      Agent
      by telecopy or similar means if a Payment Default is cured.

     

    (b) The
      Issuer will pay to the Auction Agent, on behalf of the Owners of the Auction
      Rate Note in same day funds out of amounts in the Collection Account, (i) an
      amount equal to the Auction Agent Fee as calculated in the Auction Agency
      Agreement and (ii) an amount equal to the Broker-Dealer Fee as calculated in
      the
      Broker-Dealer Agreements.

     

    Section
      1.09. Calculation of Rates.
      The
      Auction Agent will calculate the Carry-over Amount and any interest thereon,
      the
      Maximum Auction Rate, the Maximum Rate, the Maximum Interest Rate, the All
      Hold
      Rate, One-Month LIBOR and the Applicable LIBOR-Based Rate on each Auction Date.
      The determination by the Auction Agent of the Maximum Auction Rate, the Maximum
      Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR and the
      Applicable LIBOR-Based Rate will (in the absence of manifest error) be final
      and
      binding upon the Owners and all other parties. If the ownership of an Auction
      Rate Note is no longer maintained in book-entry form by the Depository, the
      Auction Agent will calculate the Maximum Rate on the Business Day immediately
      preceding the first day of each Auction Rate Note Interest Period commencing
      after the delivery of certificates representing the Auction Rate Note pursuant
      to Subsection 1.02(c) of this Appendix B. If a Payment Default shall have
      occurred, the Auction Agent will calculate the Default Rate on the first day
      of
      (a) each Auction Rate Note Interest Period commencing after the occurrence
      and
      during the continuance of such Payment Default and (b) any Auction Rate Note
      Interest Period commencing less than two Business Days after the cure of any
      Payment Default.

     

    Section
      1.10. Computation of Interest.
      The
      amount of interest distributable to Owners for any Auction Rate Note Interest
      Period or part thereof for each $50,000 principal amount of Auction Rate Notes
      shall be calculated by multiplying 50,000 by the Applicable Auction Rate for
      such Auction Rate Note Interest Period or part thereof, multiplying such product
      by the actual number of days in the Auction Rate Note Interest Period or part
      thereof concerned divided by 365 or 366, as applicable, and rounding the
      resultant figure to the nearest one cent. Interest on the Auction Rate Notes
      shall be computed by the Trustee on the basis of a 365-day year for the number
      of days actually elapsed; except that for any such calculation with respect
      to
      an Auction Rate Note Interest Payment Date occurring after January 1 of any
      year
      through December 31 of such year (being the leap year), such interest shall
      be
      computed on the basis of a 366-day year period. The Trustee shall make the
      calculation required in this Section not later than the close of business on
      each Auction Date.

     

    Section
      1.11. Notification of Rates, Amounts and Payment Dates.

     

    (a) The
      Trustee shall determine the aggregate amount of interest distributable on the
      next succeeding Auction Rate Note Interest Payment Date to the Owners of the
      Auction Rate Note. So long as the ownership of the Auction Rate Note is
      maintained in book-entry form by the Depository, the Trustee shall advise the
      Depository of each Record Date for the Auction Rate Note at least two Business
      Days prior thereto.

     

    (b) Promptly
      after the date of original issuance of the Auction Rate Notes and each Auction
      Rate Note Interest Payment Date, but in any event at least 10 days prior to
      each
      Auction Rate Note Interest Payment Date, the Trustee will:

     

    (i) so
      long
      as no Payment Default has occurred and is continuing and the ownership of the
      Auction Rate Note is maintained in book-entry form by the Depository,
      acknowledge the Auction Agent's written notification to the Trustee of (A)
      the
      date of such next Auction Rate Note Interest Payment Date and (B) the amount
      payable to the Auction Agent on each Auction Rate Note Interest Payment Date
      pursuant to Section 1.08 of this Appendix B and notify the Auction Agent of
      any
      discrepancy therein; and

     

    (ii) advise
      the Depository, based on information received from the Auction Agent, so long
      as
      the ownership of the Auction Rate Note is maintained in book-entry form by
      the
      Depository, of the Applicable Auction Rate and the Interest Amount in respect
      of
      the next succeeding Auction Rate Note Interest Period and the amount of
      Carry-over Amount and interest thereon, if any.

     

    In
      the
      event that any day that is scheduled to be an Auction Rate Note Interest Payment
      Date is changed after the Trustee shall have given the notice referred to in
      clause (i) above, not later than 9:15 a.m., New York time, on the Business
      Day
      next preceding the earlier of the new Auction Rate Note Interest Payment Date
      or
      the old Auction Rate Note Interest Payment Date, the Trustee will, by such
      means
      as the Trustee deems practicable, give notice of such change to the Auction
      Agent, so long as no Payment Default has occurred and is continuing and the
      ownership of the Auction Rate Note is maintained in book-entry form by the
      Depository.

     

    Section
      1.12. Market Agent.
      The
      Market Agents shall be designated in the Market Agent Agreements and shall
      serve
      as such under the terms and provisions hereof and of the Market Agent Agreement.
      Each Market Agent, including any successor appointed pursuant hereto, shall
      be a
      member of the National Association of Securities Dealers, Inc. having
      capitalization of at least $25,000,000, and be authorized by law to perform
      all
      the duties imposed upon it by this Indenture and the respective Market Agent
      Agreement. The Market Agents may be removed at any time by the Trustee, acting
      at the direction of (a) the Administrator, or (b) the holders of 66-2/3% of
      the
      aggregate principal amount of the Auction Rate Notes, provided that such removal
      shall not take effect until the appointment of a successor Market Agent. Either
      Market Agent may resign upon 30 days' written notice delivered to the Issuer
      and
      the Trustee. The Administrator shall use its best efforts to appoint a successor
      Market Agent that is a qualified institution, effective as of the effectiveness
      of any such resignation or removal. The Trustee shall not be liable in any
      way
      for any action taken, suffered, or omitted, or for any error of judgment made
      by
      the Market Agent, whether in the performance of its duties under the Market
      Agent Agreement or otherwise.

     

    Section
      1.13. Auction Agent.

     

    (a) ____________
      shall serve as the initial Auction Agent for the Auction Rate Notes. The Trustee
      is hereby directed to enter into an agreement with the Auction Agent which
      shall
      provide as follows: The Auction Agent shall be (i) a bank or trust company
      duly
      organized under the laws of the United States of America or any state or
      territory thereof having its principal place of business in the Borough of
      Manhattan, in The City of New York, and having a combined capital stock, surplus
      and undivided profits of at least $40,000,000, and (ii) a member of the National
      Association of Securities Dealers, Inc., having a capitalization of at least
      $40,000,000 and, in either case, authorized by law to perform all the duties
      imposed upon it hereunder and under the Auction Agency Agreement. The Auction
      Agent may resign and be discharged of the duties and obligations created by
      the
      Indenture by giving at least 90 days' written notice to the Issuer, the Trustee
      and the Market Agent (30 days' written notice if the Auction Agent has not
      been
      paid its fee for more than 30 days). The Auction Agent may be removed at any
      time by the Trustee if the Auction Agent is an entity other than the Trustee,
      acting at the direction of (i) the Administrator or (ii) the holders of 66-2/3%
      of the aggregate principal amount of the Auction Rate Notes, by an instrument
      signed by the Trustee and filed with the Auction Agent, the Issuer and the
      Market Agent upon at least 90 days' notice; provided that, if required by the
      Market Agent, an agreement in substantially the form of the Auction Agency
      Agreement shall be entered into with a successor Auction Agent. If the Auction
      Agent and the Trustee are the same entity, the Auction Agent may be removed
      as
      described above, with the Issuer acting in lieu of the Trustee.

     

    (b) In
      the
      event that the Auction Agent resigns or is removed or dissolved, or if the
      property or affairs of the Auction Agent is taken under the control of any
      state
      or federal court or administrative body because of bankruptcy or insolvency,
      or
      for any other reason, the Administrator shall use its best efforts to appoint
      a
      successor as Auction Agent, and the Trustee will thereupon enter into an Auction
      Agency Agreement with such successor.

     

    (c) The
      Auction Agent will act as agent for the Trustee and the Issuer in connection
      with Auctions. In the absence of bad faith or negligence on its part, the
      Auction Agent shall not be liable for any action taken, suffered or omitted
      or
      for any error of judgment made by it in the performance of its duties under
      the
      Auction Agency Agreement and will not be liable for any error of judgment made
      in good faith unless the Auction Agent shall have been negligent in ascertaining
      (or failing to ascertain) the pertinent facts necessary to make such
      judgment.

     

    (d) Notwithstanding
      that the Auction Agent is the agent of the Trustee hereunder and under the
      Auction Agency Agreement, the Trustee will not be liable in any way for any
      action taken, suffered or omitted, or for any error of judgment made by the
      Auction Agent, whether in the performance of its duties under the Auction Agency
      Agreement or otherwise.

     

    Section
      1.14. Broker-Dealers.

     


      (a) The
        Auction Agent shall enter into a Broker-Dealer Agreement with each of (i)
        ___________________ with respect to the Class B Notes, (ii) ___________________
        with respect to the Class C Notes and (iii) _______________ with respect
        to the
        Class D Notes. The Market Agent may from time to time approve one or more
        additional persons to serve as a Broker-Dealer under Broker-Dealer Agreements.
        Any Broker-Dealer may be removed at any time at the request of an Authorized
        Representative of the Issuer, but there shall, at all times, be at least
        one
        Broker-Dealer appointed and acting as such. 


     

    Section
      1.15. Changes in Auction Periods or Auction Date or Auction Rate Note Interest
      Payment Dates.

     

    (a) Changes
      in Auction Period or Periods.

     

    (i) The
      Market Agent:

     

    (A) in
      order
      to conform with then-current market practice with respect to similar securities,
      shall; or

     

    (B) in
      order
      to accommodate economic and financial factors that may affect or be relevant
      to
      the length of the Auction Period and the interest rate borne by the Auction
      Rate
      Notes and with the written consent of an Authorized Representative of the
      Issuer, may change, from time to time, the length of one or more Auction
      Periods. In connection with any such change, or otherwise, but for the same
      stated purpose, the Market Agent:

     

    (1) in
      order
      to conform with then-current market practice with respect to similar securities,
      shall; and

     

    (2) with
      the
      written consent of an Authorized Representative, may change Auction Rate Note
      Interest Payment Dates; any such change will be considered a “change in the
      length of one or more Auction Periods” for the purposes of the Indenture. The
      Authorized Representative of the Issuer shall not consent to such change in
      the
      length of the Auction Period, if such consent is required above, unless he
      or
      she has received from the Market Agent not less than three days nor more than
      25
      days prior to the effective date of such change a written request for consent
      together with a certificate demonstrating the need for change in reliance on
      such factors. The Market Agent will initiate the change in the length of one
      or
      more Auction Periods by giving written notice to the Trustee, the Auction Agent,
      the Issuer and the Depository in substantially the form of, or containing
      substantially the information contained in, Appendix G to the Indenture at
      least
      10 days prior to the Auction Date for such Auction Period.

     

    (ii) Any
      such
      changed Auction Period will not be less than 7 days; furthermore, any such
      change in the Auction Period shall not be more than 28 days without satisfying
      the Rating Agency Condition.

     

    (iii) The
      change in the length of one or more Auction Periods shall not be allowed unless
      Sufficient Clearing Bids existed at both the Auction before the date on which
      the notice of the proposed change was given as provided in this subsection
      (a)
      and the Auction immediately preceding the proposed change.

     

    (iv) The
      change in length of one or more Auction Periods shall take effect only if (A)
      the Trustee and the Auction Agent receive, by 11:00 A.M. New York time on the
      Business Day before the Auction Date for the first such Auction Period, a
      certificate from the Market Agent in substantially the form attached as, or
      containing substantially the same information contained in, Appendix H to the
      Indenture, authorizing the change in the length of one or more Auction Periods
      specified in such certificate and (B) Sufficient Clearing Bids exist at the
      Auction on the Auction Date for such first Auction Period. If the condition
      referred to in clause (A) above is not met, the Applicable Auction Rate for
      the
      next Auction Period shall be determined pursuant to the Auction Procedures
      and
      the Auction Period shall be the Auction Period determined without reference
      to
      the proposed change. If the condition referred to in clause (A) is met but
      the
      condition referred to in clause (B) above is not met, the Applicable Auction
      Rate for the next Auction Period shall be the Maximum Rate and the Auction
      Period shall be the Auction Period determined without reference to the proposed
      change.

     

    (b) Changes
      in the Auction Date. The Market Agent:

     

    (i) in
      order
      to conform with then-current market practice with respect to similar securities,
      shall; or

     

    (ii) in
      order
      to accommodate economic and financial factors that may affect or be relevant
      to
      the day of the week constituting an Auction Date and the interest rate borne
      on
      an Auction Rate Note and with the written consent of an Authorized
      Representative of the Issuer, may specify an earlier Auction Date (but in no
      event more than five Business Days earlier) than the Auction Date that would
      otherwise be determined in accordance with the definition of “Auction Date” in
      Section 1.01 of this Appendix B with respect to one or more specified Auction
      Periods. The Authorized Representative of the Issuer shall not consent to such
      change in the Auction Date, if such consent is required in subparagraph (b)(ii)
      above, unless he or she shall have received from the Market Agent not less
      than
      three days nor more than 25 days prior to the effective date of such change
      a
      written request for consent together with a certificate demonstrating the need
      for change in reliance on such factors. The Market Agent shall provide notice
      of
      any determination to specify an earlier Auction Date for one or more Auction
      Periods by means of a written notice delivered at least 10 days prior to the
      proposed changed Auction Date to the Trustee, the Auction Agent, the Issuer
      and
      the Depository. Such notice shall be substantially in the form of, or contain
      substantially the information contained in, Appendix I to the
      Indenture.

     

    (c) Any
      change described in this Section shall be made with respect to one or more
      Classes of Auction Rate Notes (but in each case separate notices shall be
      prepared and delivered as provided above and, with respect to changes in the
      length of Auction Periods, the conditions specified in subparagraph (a)(iv)
      above shall be applied to each Class separately).

     

    (d) In
      connection with any change described in this Section, the Auction Agent shall
      provide notice to the parties as is specified in Section 2.5 of the Auction
      Agency Agreement.

     

    (e) No
      change
      shall be made to the Auction Period or Auction Date unless the Issuer has
      satisfied the Rating Agency Condition. 

     

    Section
      1.16. Credit Ratings.
      The
      Issuer shall take all reasonable action necessary to enable at least one
      nationally recognized statistical rating organization (as that term is used
      in
      the rules and regulations of the SEC under the Securities Exchange Act) to
      provide credit ratings for the Auction Rate Notes.

     

    Section
      1.17. Notices.
      The
      Market Agent shall provide the Trustee and, so long as no default under the
      Indenture has occurred and is continuing and the ownership of the Auction Rate
      Notes is maintained in book-entry form by the Depository, the Auction Agent
      with
      notice of any change in the Maximum Interest Rate.

     

    Section
      1.18. Purchases of Auction Rate Notes.
      The
      Issuer shall not purchase or otherwise acquire any Auction Rate Notes unless
      the
      Issuer redeems or otherwise cancels such Auction Rate Note on the day of any
      purchase.

     

    Section
      1.19. Notice of Payment Default.

     

    (a) If
      the
      Issuer determines that a Payment Default has occurred the Issuer shall promptly
      notify the Trustee thereof.

     

    (b) So
      long
      as the ownership of the Auction Rate Notes is maintained in book-entry form
      by
      the Depository, upon the occurrence of a Payment Default the Trustee shall
      immediately send a notice thereof to the Auction Agent and Market Agent by
      telecopy or similar means.

     

    (c) So
      long
      as the ownership of the Auction Rate Notes is maintained in book-entry form
      by
      the Depository, the Trustee shall immediately send notice to the Auction Agent
      by telecopy or similar means if a Payment Default is cured.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    


    APPENDIX
      C

     

    NOTICE
      OF
      PAYMENT DEFAULT

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Serves
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that a Payment Default currently exists with respect to the
      above-captioned issue. The next Auction for the Series 200_-_, Class ___ Notes
      will be held as scheduled on _______________. The rate of interest on the Series
      200_-_, Class ___ Notes for the next succeeding Auction Period shall be
      determined through application of the Auction Procedures.

     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    



    


    APPENDIX
      D

     

    NOTICE
      OF
      CURE OF PAYMENT DEFAULT

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that the Payment Default with respect to the above-captioned issue
      has been cured. The next Interest Payment Date is _______________ and the next
      Auction Date is scheduled to be _____________.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    APPENDIX
      E

     

    NOTICE
      OF
      EVENT OF DEFAULT

     

     

    The
      National Collegiate Student Loan Trust I

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that an Event of Default with respect to the above-captioned issue
      has occurred.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     


    


    APPENDIX
      F

     

    NOTICE
      OF
      WAIVER/CURE OF EVENT OF DEFAULT

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that an Event of Default with respect to the above-captioned issue
      has been [waived] [cured]. Determination of the interest rate on the Series
      200_-_, Class ___ Notes pursuant to the Auction Procedures will resume. The
      next
      Interest Payment Date is _______________ and the next Auction Date is scheduled
      to be __________________.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    


    APPENDIX
      G

     

    NOTICE
      OF
      PROPOSED CHANGE IN AUCTION PERIOD

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that The National Collegiate Student Loan Trust 200_-_ (the
“Issuer”) proposes to change the Auction Period in accordance with the Indenture
      dated as of ______ __, 200_, as supplemented (the “Indenture”) as follows:
      [insert description of change]. Assuming the conditions set forth in the
      Indenture are met, such change will be effective on _____________. If any such
      condition is not met, the Auction Rate for the next succeeding Auction Period
      shall be established in accordance with the procedures set forth in the
      Indenture.

     

    All
      terms
      not otherwise defined in this notice shall have the meanings set forth in the
      Indenture.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    


    APPENDIX
      H

     

    NOTICE
      REGARDING ESTABLISHMENT OF AUCTION PERIOD

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that The National Collegiate Student Loan Trust 200_-_ (the
“Issuer”) hereby authorizes the establishment of a new Auction Period consisting
      of a period of _ days. If the condition(s) for the establishment of the new
      Auction Period are met, such Auction Period will commence on ___________________
      and end on _________________. The Interest Payment Date for such Auction Period
      shall be ___________________.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings given to
      such terms in the Indenture of the Issuer dated as of ______ __, 200_, as
      supplemented.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    APPENDIX
      I

     

    NOTICE
      OF
      CHANGE IN AUCTION DATE

     

     

    The
      National Collegiate Student Loan Trust 200_-_

    Student
      Loan Asset Backed Notes

    Series
      200_-_, Class ___

     

    NOTICE
      IS
      HEREBY GIVEN that the Auction Date for auctions conducted with respect to the
      above-captioned issue has been changed to _______________. The next succeeding
      Auction Date will be ________________. In order to accommodate such change,
      the
      next succeeding Auction Period will consist of _____days and shall begin on
      ______________ and end on ________________. Interest will be paid on
      _______________.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings given to
      such terms in the Indenture of the Issuer dated as of ______ __, 200_, as
      supplemented.

     

    


     

    
      	
              Dated:
                __________________

            	 


    

    


     

    
      	
              [BROKER-DEALER]

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    


     

    SCHEDULE
      A

     

    SCHEDULE
      OF INITIAL FINANCED STUDENT LOANS

     

    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      B

     

    SCHEDULE
      OF SUBSEQUENT STUDENT LOANS

     

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      C

     

     

    LIST
      OF TERI GUARANTEE AGREEMENTS

     

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      D

     

     

    LIST
      OF STUDENT LOAN PURCHASE AGREEMENTS

     

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      A-1

     

    FORM
      OF CLASS A-1 NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER
        OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE
        BACK-UP ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE,
        THE OWNER TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES
        NOT
        BEING A “PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH
        RESPECT TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-1


     

    
      	
              No.
                A-1-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

    



      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-1 Notes (defined herein) shall be
        in
        default, Class A-1 Notes issued in lieu of such Class A-1 Notes surrendered
        for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-1 Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on this Class A-1 Note at the rate per annum equal
        to
        the Note Interest Rate (as defined in the Indenture) for this Note, on each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment, on the principal amount of this Note Outstanding on the preceding
        Distribution Date (after giving effect to all payments of principal made
        on the
        preceding Distribution Date). Interest on this Note will accrue for each
        Distribution Date from the most recent Distribution Date on which interest
        has
        been paid to but excluding such Distribution Date or, if no interest has
        yet
        been paid, from the Closing Date). Such principal of and interest on this
        Note
        shall be paid in the manner specified herein.


     


      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Issuer with
        respect to this Note shall be applied first to interest due and payable on
        this
        Note as provided above and then to the unpaid principal of this
        Note.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-1 Notes. The Class A-1 Notes, together
        with any additional notes issued pursuant to the Indenture are collectively
        referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-1 Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-1 Notes.


     


      The
        Class
        A-1 Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-1 Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-1 Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is
        Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    


    


    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ____________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Attest

            
	 
	
              ____________________________________

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-1 Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



    EXHIBIT
      A-2

     

    FORM
      OF CLASS A-2 NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-2


     

    
      	
              No.
                A-2-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-2 Notes (defined herein) shall be
        in
        default, Class A-2 Notes issued in lieu of such Class A-2 Notes surrendered
        for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-2 Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on this Class A-2 Note at the rate per annum equal
        to
        the Note Interest Rate (as defined in the Indenture) for this Note, on each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment, on the principal amount of this Note Outstanding on the preceding
        Distribution Date (after giving effect to all payments of principal made
        on the
        preceding Distribution Date). Interest on this Note will accrue for each
        Distribution Date from the most recent Distribution Date on which interest
        has
        been paid to but excluding such Distribution Date or, if no interest has
        yet
        been paid, from the Closing Date). Such principal of and interest on this
        Note
        shall be paid in the manner specified herein.


     


      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Issuer with
        respect to this Note shall be applied first to interest due and payable on
        this
        Note as provided above and then to the unpaid principal of this
        Note.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-2 Notes. The Class A-2 Notes, together
        with any additional notes issued pursuant to the Indenture are collectively
        referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-2 Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-2 Notes.


     


      The
        Class
        A-2 Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-2 Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-2 Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared that
        all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    


     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ___________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    


    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-2 Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



    EXHIBIT
      A-3

     

    FORM
      OF CLASS A-3 NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-3


     

    
      	
              No.
                A-3-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-3 Notes (defined herein) shall be
        in
        default, Class A-3 Notes issued in lieu of such Class A-3 Notes surrendered
        for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-3 Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on this Class A-3 Note at the rate per annum equal
        to
        the Note Interest Rate (as defined in the Indenture) for this Note, on each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment, on the principal amount of this Note Outstanding on the preceding
        Distribution Date (after giving effect to all payments of principal made
        on the
        preceding Distribution Date). Interest on this Note will accrue for each
        Distribution Date from the most recent Distribution Date on which interest
        has
        been paid to but excluding such Distribution Date or, if no interest has
        yet
        been paid, from the Closing Date). Such principal of and interest on this
        Note
        shall be paid in the manner specified herein.


     


      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Issuer with
        respect to this Note shall be applied first to interest due and payable on
        this
        Note as provided above and then to the unpaid principal of this
        Note.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-3 Notes. The Class A-3 Notes, together
        with any additional notes issued pursuant to the Indenture are collectively
        referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-3 Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-3 Notes.


     


      The
        Class
        A-3 Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-3 Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-3 Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    


    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ____________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


     

    


    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-3 Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



    EXHIBIT
      A-4

     

    FORM
      OF CLASS A-4 NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-4


     

    
      	
              No.
                A-4-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-4 Notes (defined herein) shall be
        in
        default, Class A-4 Notes issued in lieu of such Class A-4 Notes surrendered
        for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-4 Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on this Class A-4 Note at the rate per annum equal
        to
        the Note Interest Rate (as defined in the Indenture) for this Note, on each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment, on the principal amount of this Note Outstanding on the preceding
        Distribution Date (after giving effect to all payments of principal made
        on the
        preceding Distribution Date). Interest on this Note will accrue for each
        Distribution Date from the most recent Distribution Date on which interest
        has
        been paid to but excluding such Distribution Date or, if no interest has
        yet
        been paid, from the Closing Date). Such principal of and interest on this
        Note
        shall be paid in the manner specified herein.


     


      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Issuer with
        respect to this Note shall be applied first to interest due and payable on
        this
        Note as provided above and then to the unpaid principal of this
        Note.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-4 Notes. The Class A-4 Notes, together
        with any additional notes issued pursuant to the Indenture are collectively
        referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-4 Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-4 Notes.


     


      The
        Class
        A-4 Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-4 Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-4 Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-4 Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



     

    EXHIBIT
      A-5

     


      FORM
        OF CLASS A-5 NOTE


     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-5


     

    
      	
              No.
                A-5-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-5 Notes (defined herein) shall be
        in
        default, Class A-5 Notes issued in lieu of such Class A-5 Notes surrendered
        for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-5 Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on this Class A-5 Note at the rate per annum equal
        to
        the Note Interest Rate (as defined in the Indenture) for this Note, on each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment, on the principal amount of this Note Outstanding on the preceding
        Distribution Date (after giving effect to all payments of principal made
        on the
        preceding Distribution Date). Interest on this Note will accrue for each
        Distribution Date from the most recent Distribution Date on which interest
        has
        been paid to but excluding such Distribution Date or, if no interest has
        yet
        been paid, from the Closing Date). Such principal of and interest on this
        Note
        shall be paid in the manner specified herein.


     


      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Issuer with
        respect to this Note shall be applied first to interest due and payable on
        this
        Note as provided above and then to the unpaid principal of this
        Note.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-5 (the “Class A-5 Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-5 Notes. The Class A-5 Notes, together
        with any additional notes issued pursuant to the Indenture are collectively
        referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-5 Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-5 Notes.


     


      The
        Class
        A-5 Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-5 Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-5 Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-5 Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



    EXHIBIT
      A-6

     


      FORM
        OF
        CLASS A-IO NOTE


     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     

    


     

    


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED NOTES



      CLASS
        A-IO


     

    
      	
              No.
                A-IO-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              ___%

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Distribution Date next preceding the date
        of
        authentication hereof, unless such date of authentication is prior to the
        first
        Distribution Date, in which case this note shall bear interest from the Dated
        Date specified above or unless such date of authentication is a Distribution
        Date, in which case this note shall bear interest from such Distribution
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class A-IO Notes (defined herein) shall
        be in
        default, Class A-IO Notes issued in lieu of such Class A-IO Notes surrendered
        for transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class A-IO Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      The
        Issuer will pay interest on the Notional Amount of this Class A-IO Note at
        the
        rate per annum equal to the Note Interest Rate (as defined in the Indenture)
        for
        this Note, on each Distribution Date until the Notional Amount of this Class
        A-IO Note is reduced to zero. Interest on this Class A-IO Note will accrue
        for
        each Distribution Date on the Notional Amount of the Class A-IO Note until
        such
        Notional Amount is reduced to zero, from the most recent Distribution Date
        on
        which interest has been paid to but excluding such Distribution Date or,
        if no
        interest has yet been paid, from the Closing Date). Such principal of and
        interest on this Note shall be paid in the manner specified
        herein.


     


      Interest
        on this Note is payable in such coin or currency of the United States of
        America
        as at the time of payment is legal tender for payment of public and private
        debts.


     


      This
        Note
        also is entitled to receive Prepayment Penalties as described in the
        Indenture.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Notes, Class A-IO (the “Class A-IO Notes”), issued pursuant to the
        Indenture, dated as of ______ __, 200_, between the Issuer and the Indenture
        Trustee, as indenture trustee (such indenture, as supplemented or amended
        from
        time to time in accordance with its terms, the “Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class A-IO Notes. The Class A-IO Notes,
        together with any additional notes issued pursuant to the Indenture are
        collectively referred to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class A-IO Notes have been issued and provisions made for their security
        and for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class A-IO Notes.


     


      The
        Class
        A-IO Notes are issuable as registered notes in the minimum denomination of
        $100,000 and $1,000 integral multiples in excess thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or
        governmental charge, Class A-IO Notes may be exchanged for a like Class and
        aggregate principal amount of Class A-IO Notes of other authorized
        denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-IO Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


     

    
      	
              Date
                of Authentication: __________________

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    



     

    EXHIBIT
      A-7

     


      FORM
        OF CLASS B NOTE


     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED AUCTION RATE NOTES



      CLASS
        B


     

    
      	
              No.
                B-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

    


     


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Auction Rate Note Interest Payment Date next
        preceding the date of authentication hereof, unless such date of authentication
        is prior to the first Auction Rate Note Interest Payment Date, in which case
        this note shall bear interest from the Date specified above or unless such
        date
        of authentication is an Auction Rate Note Interest Payment Date, in which
        case
        this note shall bear interest from such Auction Rate Note Interest Payment
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class B Notes (defined herein) shall be
        in
        default, Class B Notes issued in lieu of such Class B Notes surrendered for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class B Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      This
        note
        shall initially bear interest at the rate of interest per annum established
        by
        the Broker-Dealers for the initial Auction Period pursuant to the Broker-Dealer
        Agreements, written notice of which shall be given to the Indenture Trustee.
        For
        each Auction Period thereafter, the unpaid principal amount hereof from time
        to
        time outstanding shall bear interest at the Auction Rate, except as hereinafter
        provided, determined in accordance with the provisions of Appendix B to the
        Indenture, payable on each Auction Rate Note Interest Payment Date and on
        the
        date of payment or redemption of principal hereof to the extent of interest
        accrued on the principal then being paid or redeemed, such interest to accrue
        from the later of the date hereof or the date to which interest has been
        paid or
        duly provided for. Interest at the Auction Rate established from time to
        time
        pursuant to Appendix B to the Indenture shall be computed for the actual
        number
        of days elapsed on the basis of a year consisting of 365 days, and as provided
        in Appendix B to the Indenture.


     


      This
        Note
        shall bear interest at an Auction Rate based on an Auction Period that shall,
        until adjusted pursuant to Appendix B to the Indenture, generally consist
        of 28
        days, all as determined in Appendix B to the Indenture.


     


      If,
        for
        any Auction Period, the Auction Rate exceeds the Maximum Auction Rate, each
        as
        determined in accordance with the provisions of Appendix B to the Indenture,
        then the applicable interest rate for this note for that Auction Period will
        be
        the Maximum Auction Rate. The excess of the amount of interest that would
        have
        accrued on this note at the Auction Rate over the amount of interest actually
        accrued at the Maximum Auction Rate, together with any unpaid portion of
        any
        such excess from prior Auction Periods, will accrue as the Carry-over Amount.
        The Carry-over Amount will bear interest at a rate equal to One-Month LIBOR
        (as
        defined in Appendix B to the Indenture) from the Auction Rate Note Interest
        Payment Date for the Auction Period for which the Carry-over Amount was
        calculated until paid or extinguished as described in the Indenture. No
        reference to “principal” or “interest” in this note or in the Indenture shall
        include within the meaning of such words any Carry-over Amount or any interest
        accrued on any Carry-over Amount.


     


      The
        Carry-over Amount (and interest accrued thereon) for the Class B Notes shall
        be
        paid by the Indenture Trustee, if ever, on the first occurring Auction Rate
        Note
        Interest Payment Date for a subsequent Auction Period if and to the extent
        set
        forth in the Indenture.


     


      The
        Auction Period, the Auction Rate, the method of determining the Auction Rate
        and
        the Maximum Auction Rate on this note and the Auction Procedures related
        thereto, a change in the Auction Date and the Auction Rate Note Interest
        Payment
        Dates will be determined in accordance with the terms, conditions and provisions
        of, including, without limitation, required notices thereof to the Registered
        Owners of the Class B Notes, the Indenture and the Auction Agency Agreement,
        to
        which terms, conditions and provisions specific reference is hereby made,
        and
        all of which terms, conditions and provisions are hereby specifically
        incorporated herein by reference.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Auction Rate Notes, Class B (the “Class B Notes”), issued pursuant
        to the Indenture, dated as of ______ __, 200_, between the Issuer and the
        Indenture Trustee, as indenture trustee (such indenture, as supplemented
        or
        amended from time to time in accordance with its terms, the
“Indenture”).


     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class B Notes. The Class B Notes, together
        with
        any additional notes issued pursuant to the Indenture are collectively referred
        to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class B Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class B Notes.


     


      The
        Class
        B Notes are issuable as registered notes in the minimum denomination of $100,000
        and $1,000 integral multiples in excess thereof. Subject to the limitations
        provided in the Indenture and upon payment of any tax or governmental charge,
        Class B Notes may be exchanged for a like Class and aggregate principal amount
        of Class B Notes of other authorized denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     

    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class B Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    



     

    EXHIBIT
      A-8

     


      FORM
        OF CLASS C NOTE


     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED AUCTION RATE NOTES



      CLASS
        C


     

    


     

    
      	
              No.
                C-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

    


     


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Auction Rate Note Interest Payment Date next
        preceding the date of authentication hereof, unless such date of authentication
        is prior to the first Auction Rate Note Interest Payment Date, in which case
        this note shall bear interest from the Date specified above or unless such
        date
        of authentication is an Auction Rate Note Interest Payment Date, in which
        case
        this note shall bear interest from such Auction Rate Note Interest Payment
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class C Notes (defined herein) shall be
        in
        default, Class C Notes issued in lieu of such Class C Notes surrendered for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class C Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      This
        note
        shall initially bear interest at the rate of interest per annum established
        by
        the Broker-Dealers for the initial Auction Period pursuant to the Broker-Dealer
        Agreements, written notice of which shall be given to the Indenture Trustee.
        For
        each Auction Period thereafter, the unpaid principal amount hereof from time
        to
        time outstanding shall bear interest at the Auction Rate, except as hereinafter
        provided, determined in accordance with the provisions of Appendix C to the
        Indenture, payable on each Auction Rate Note Interest Payment Date and on
        the
        date of payment or redemption of principal hereof to the extent of interest
        accrued on the principal then being paid or redeemed, such interest to accrue
        from the later of the date hereof or the date to which interest has been
        paid or
        duly provided for. Interest at the Auction Rate established from time to
        time
        pursuant to Appendix B to the Indenture shall be computed for the actual
        number
        of days elapsed on the basis of a year consisting of 365 days, and as provided
        in Appendix B to the Indenture.


     


      This
        Note
        shall bear interest at an Auction Rate based on an Auction Period that shall,
        until adjusted pursuant to Appendix B to the Indenture, generally consist
        of 28
        days, all as determined in Appendix B to the Indenture.


     


      If,
        for
        any Auction Period, the Auction Rate exceeds the Maximum Auction Rate, each
        as
        determined in accordance with the provisions of Appendix B to the Indenture,
        then the applicable interest rate for this note for that Auction Period will
        be
        the Maximum Auction Rate. The excess of the amount of interest that would
        have
        accrued on this note at the Auction Rate over the amount of interest actually
        accrued at the Maximum Auction Rate, together with any unpaid portion of
        any
        such excess from prior Auction Periods, will accrue as the Carry-over Amount.
        The Carry-over Amount will bear interest at a rate equal to One-Month LIBOR
        (as
        defined in Appendix B to the Indenture) from the Auction Rate Note Interest
        Payment Date for the Auction Period for which the Carry-over Amount was
        calculated until paid or extinguished as described in the Indenture. No
        reference to “principal” or “interest” in this note or in the Indenture shall
        include within the meaning of such words any Carry-over Amount or any interest
        accrued on any Carry-over Amount.


     


      The
        Carry-over Amount (and interest accrued thereon) for the Class C Notes shall
        be
        paid by the Indenture Trustee, if ever, on the first occurring Auction Rate
        Note
        Interest Payment Date for a subsequent Auction Period if and to the extent
        set
        forth in the Indenture.


     


      The
        Auction Period, the Auction Rate, the method of determining the Auction Rate
        and
        the Maximum Auction Rate on this note and the Auction Procedures related
        thereto, a change in the Auction Date and the Auction Rate Note Interest
        Payment
        Dates will be determined in accordance with the terms, conditions and provisions
        of, including, without limitation, required notices thereof to the Registered
        Owners of the Class C Notes, the Indenture and the Auction Agency Agreement,
        to
        which terms, conditions and provisions specific reference is hereby made,
        and
        all of which terms, conditions and provisions are hereby specifically
        incorporated herein by reference.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Auction Rate Notes, Class C (the “Class C Notes”), issued pursuant
        to the Indenture, dated as of ______ __, 200_, between the Issuer and the
        Indenture Trustee, as indenture trustee (such indenture, as supplemented
        or
        amended from time to time in accordance with its terms, the
“Indenture”).


     


      The
        Indenture pledges for the payment of the Notes (as hereinafter defined) the
        student loans identified in the Indenture (the “Financed Student Loans”) and the
        payments of interest and the repayments of principal with respect thereto,
        including certain guarantees related thereto, as well as certain other rights,
        funds and accounts of the Issuer set forth in the Indenture, including a
        Reserve
        Account (collectively, the “Trust Estate”).


     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class C Notes. The Class C Notes, together
        with
        any additional notes issued pursuant to the Indenture are collectively referred
        to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class C Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class C Notes.


     


      The
        Class
        C Notes are issuable as registered notes in the minimum denomination of $100,000
        and $1,000 integral multiples in excess thereof. Subject to the limitations
        provided in the Indenture and upon payment of any tax or governmental charge,
        Class C Notes may be exchanged for a like Class and aggregate principal amount
        of Class C Notes of other authorized denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class C Notes and described in the provisions of the
      within-mentioned Indenture.

     

    


     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    


    


    


    


     

    



     

    EXHIBIT
      A-9

     


      FORM
        OF CLASS D NOTE


     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     


      THE
        PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
        HAVE
        REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
        BEHALF
        OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
        2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
        REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
        (THE
“CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
        REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
        ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
        INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
        HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
        WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
        AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
        NOTE
        DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
        OR
        SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
        INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1
        OR
        84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
        ADMINISTRATOR, THE UNDERWRITERS, THE SERVICERS, THE INDENTURE TRUSTEE, THE
        OWNER
        TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING
        A
“PARTY IN INTEREST” (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT
        TO SUCH PLAN.


     


      THE
        NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_



      STUDENT
        LOAN ASSET BACKED AUCTION RATE NOTES



      CLASS
        D


     

    
      	
              No.
                D-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

    


     


      The
        National Collegiate Student Loan Trust 200_-_, a statutory trust duly organized
        and validly existing under the laws of the State of Delaware (the “Issuer”), for
        value received, hereby promises to pay, but only from the sources and as
        hereinafter provided, to the Registered Owner specified above, or registered
        assigns, the Principal Amount shown above in lawful money of the United States
        of America on the Date of Maturity shown above, unless prepaid prior thereto
        with interest thereon from the Auction Rate Note Interest Payment Date next
        preceding the date of authentication hereof, unless such date of authentication
        is prior to the first Auction Rate Note Interest Payment Date, in which case
        this note shall bear interest from the Date specified above or unless such
        date
        of authentication is an Auction Rate Note Interest Payment Date, in which
        case
        this note shall bear interest from such Auction Rate Note Interest Payment
        Date;
        provided, however, that if as shown by the records of the Indenture Trustee
        (defined herein) interest on the Class D Notes (defined herein) shall be
        in
        default, Class D Notes issued in lieu of such Class D Notes surrendered for
        transfer or exchange shall bear interest from the date to which interest
        has
        been paid in full on the Class D Notes surrendered until payment of the
        principal hereof has been made or duly provided for. Principal of this note
        is
        payable upon the presentation and surrender hereof at the principal corporate
        trust office of U.S. Bank National Association, as indenture trustee (the
        “Indenture Trustee”). Interest on this note is payable to the Registered Owner
        of record as of the close of business on the applicable record date as shown
        on
        the registration books of the Issuer maintained by the Indenture Trustee
        in its
        capacity as bond registrar, or its successor in such capacity, by check or
        draft
        mailed to the Registered Owner at the registered address.


     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     


      This
        note
        shall initially bear interest at the rate of interest per annum established
        by
        the Broker-Dealers for the initial Auction Period pursuant to the Broker-Dealer
        Agreements, written notice of which shall be given to the Indenture Trustee.
        For
        each Auction Period thereafter, the unpaid principal amount hereof from time
        to
        time outstanding shall bear interest at the Auction Rate, except as hereinafter
        provided, determined in accordance with the provisions of Appendix D to the
        Indenture, payable on each Auction Rate Note Interest Payment Date and on
        the
        date of payment or redemption of principal hereof to the extent of interest
        accrued on the principal then being paid or redeemed, such interest to accrue
        from the later of the date hereof or the date to which interest has been
        paid or
        duly provided for. Interest at the Auction Rate established from time to
        time
        pursuant to Appendix B to the Indenture shall be computed for the actual
        number
        of days elapsed on the basis of a year consisting of 365 days, and as provided
        in Appendix B to the Indenture.


     


      This
        Note
        shall bear interest at an Auction Rate based on an Auction Period that shall,
        until adjusted pursuant to Appendix B to the Indenture, generally consist
        of 28
        days, all as determined in Appendix B to the Indenture.


     


      If,
        for
        any Auction Period, the Auction Rate exceeds the Maximum Auction Rate, each
        as
        determined in accordance with the provisions of Appendix B to the Indenture,
        then the applicable interest rate for this note for that Auction Period will
        be
        the Maximum Auction Rate. The excess of the amount of interest that would
        have
        accrued on this note at the Auction Rate over the amount of interest actually
        accrued at the Maximum Auction Rate, together with any unpaid portion of
        any
        such excess from prior Auction Periods, will accrue as the Carry-over Amount.
        The Carry-over Amount will bear interest at a rate equal to One-Month LIBOR
        (as
        defined in Appendix B to the Indenture) from the Auction Rate Note Interest
        Payment Date for the Auction Period for which the Carry-over Amount was
        calculated until paid or extinguished as described in the Indenture. No
        reference to “principal” or “interest” in this note or in the Indenture shall
        include within the meaning of such words any Carry-over Amount or any interest
        accrued on any Carry-over Amount.


     


      The
        Carry-over Amount (and interest accrued thereon) for the Class D Notes shall
        be
        paid by the Indenture Trustee, if ever, on the first occurring Auction Rate
        Note
        Interest Payment Date for a subsequent Auction Period if and to the extent
        set
        forth in the Indenture.


     


      The
        Auction Period, the Auction Rate, the method of determining the Auction Rate
        and
        the Maximum Auction Rate on this note and the Auction Procedures related
        thereto, a change in the Auction Date and the Auction Rate Note Interest
        Payment
        Dates will be determined in accordance with the terms, conditions and provisions
        of, including, without limitation, required notices thereof to the Registered
        Owners of the Class D Notes, the Indenture and the Auction Agency Agreement,
        to
        which terms, conditions and provisions specific reference is hereby made,
        and
        all of which terms, conditions and provisions are hereby specifically
        incorporated herein by reference.


     


      This
        Note
        is one of a duly authorized class of notes of the Issuer designated Student
        Loan
        Asset Backed Auction Rate Notes, Class D (the “Class D Notes”), issued pursuant
        to the Indenture, dated as of ______ __, 200_, between the Issuer and the
        Indenture Trustee, as indenture trustee (such indenture, as supplemented
        or
        amended from time to time in accordance with its terms, the
“Indenture”).


     


      The
        Indenture pledges for the payment of the Notes (as hereinafter defined) the
        student loans identified in the Indenture (the “Financed Student Loans”) and the
        payments of interest and the repayments of principal with respect thereto,
        including certain guarantees related thereto, as well as certain other rights,
        funds and accounts of the Issuer set forth in the Indenture, including a
        Reserve
        Account (collectively, the “Trust Estate”).


     


      This
        Note
        is a limited obligation of the Issuer, payable solely from the principal
        and
        interest on Financed Student Loans financed pursuant to the Indenture, any
        guaranty payments thereon received by the Issuer, and certain other revenues
        and
        earnings to be held pursuant to the Indenture, all in an amount and in the
        manner provided in the Indenture. Additional notes and other obligations
        may be
        issued or entered into under the Indenture the right to payment of which
        is
        equal with or subordinate to the Class D Notes. The Class D Notes, together
        with
        any additional notes issued pursuant to the Indenture are collectively referred
        to herein as “Notes.”


     


      The
        Notes
        are secured as provided in the Indenture, but solely by the pledge of the
        Trust
        Estate described in the Indenture; provided that the rights of the holders
        of
        the Class A Notes shall be superior to the rights of the Registered Owners
        of
        Class B Notes, Class C Notes and Class D Notes. Reference is made to the
        Indenture for a complete statement of the terms and conditions upon which
        the
        Class D Notes have been issued and provisions made for their security and
        for
        the rights, duties and obligations of the Issuer, the Indenture Trustee and
        the
        Registered Owners of the Class D Notes.


     


      The
        Class
        D Notes are issuable as registered notes in the minimum denomination of $100,000
        and $1,000 integral multiples in excess thereof. Subject to the limitations
        provided in the Indenture and upon payment of any tax or governmental charge,
        Class D Notes may be exchanged for a like Class and aggregate principal amount
        of Class D Notes of other authorized denominations.


     


      The
        Registered Owner of this Note shall have no right to enforce the provisions
        of
        the Indenture or to institute action to enforce the covenants therein, or
        to
        take any action with respect to any Event of Default under the Indenture,
        or to
        institute, appear in or defend any suit or other proceedings with respect
        thereto, except as provided in the Indenture. If an Event of Default under
        the
        Indenture occurs, the principal of all Notes then Outstanding issued under
        the
        Indenture may be declared due and payable upon the conditions and in the
        manner
        and with the effect provided in the Indenture.


     


      It
        Is Hereby Certified, Recited And Declared
        that all
        acts, conditions and things required to be done, to exist, to happen and
        to be
        performed in order to make this Note a valid and binding obligation of the
        Issuer according to its terms have been done, do exist, have happened and
        have
        been performed in regular and due form, time and manner as so
        required.


     


      The
        Issuer and the Indenture Trustee may deem and treat the person in whose name
        this Note is registered upon the registration books as the absolute owner
        hereof, whether this Note is overdue or not, for the purpose of receiving
        payment of or on account of the principal or interest and for all other
        purposes, and all such payments so made to the Registered Owner or upon such
        Registered Owner’s order shall be valid and effectual to satisfy and discharge
        the liability on this note to the extent of the sum or sums so paid, and
        neither
        the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
        notice to the contrary.


     


      This
        Note
        shall not be valid or become obligatory for any purpose or be entitled to
        any
        security or benefit under the Indenture until the Certificate of Authentication
        hereon shall have been executed by the Indenture Trustee.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      The
      National Collegiate Student Loan Trust 200_-_ has caused this note to be
      executed and attested.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

              By:
                ______________________________,

              not
                in its individual capacity but solely as

              Owner
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      	
              Attest

            	 
	 	 
	
              ____________________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class D Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication: __________________

            	 


    

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Authenticating Agent 

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            


    

    


    the
      within note, together with accrued interest thereon and all right, title and
      interest thereto, and hereby irrevocably authorize(s) and appoint(s)
      _______________________________________ attorney to transfer said note on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    


    


    

        


        


         

      



    


    EXHIBIT
      B

    


    FORM
      OF STUDENT LOAN ACQUISITION CERTIFICATE

     

    This
      Student Loan Acquisition Certificate is submitted pursuant to the provisions
      of
      the Indenture, dated as of ______ __, 200_ (as amended, the “Indenture”),
      between The National Collegiate Student Loan Trust 200_-_ (the “Issuer”) and
      U.S. Bank National Association, as Indenture Trustee. All capitalized terms
      used
      in this Certificate and not otherwise defined herein shall have the same
      meanings given to such terms in the Indenture. In your capacity as Trustee,
      you
      are hereby authorized and requested to disburse to _____________________ (the
      “Seller”) the sum of approximately $__________ in accordance with specific
      instructions that will follow (or, in the case of an exchange, the Financed
      Student Loans listed in Schedule A hereto) for the purchase of Student
      Loans. With respect to the Student Loans so to be acquired, the Issuer hereby
      certifies as follows:

     

    1.  The
      Student Loans to be acquired are those specified in Schedule A, attached
      hereto and furnished to you by the Servicer (the “Subsequent Student Loans”).
      The remaining unpaid principal amount of each Subsequent Student Loan is as
      shown on such Schedule.

     

    2.  The
      amount to be disbursed pursuant to this Certificate does not exceed the amount
      permitted by Section 8.10 of the Indenture.

     

    3.  The
      Issuer and Seller represent that each Subsequent Student Loan is a Student
      Loan
      that meets the requirements of Section 3.21 of the Indenture and each such
      Student Loan is authorized to be acquired by the Indenture.

     

    4.  You
      have
      been previously, or are herewith, provided with the following items (the items
      listed in subparagraphs (a), (b) and (c) have been received and are being
      retained, on your behalf, by the Issuer or the Servicer):

     

    (a)  a
      copy of
      the Student Loan Purchase Agreement between the Issuer and the Seller with
      respect to the Subsequent Student Loans;

     

    (b)  with
      respect to each Guaranteed Student Loan included among the Subsequent Student
      Loans, a certified copy of the Guarantee Agreement relating
      thereto;

     

    (c)  a
      blanket
      endorsement of the promissory notes evidencing the Subsequent Student Loans
      specifying that they have been assigned to the Trustee with all necessary
      endorsements which the Servicer has been instructed to attach to each promissory
      note;

     

    (d)  instruments
      duly assigning the Subsequent Student Loans to the Trustee; and

     

    (e)  an
      opinion of counsel to the Issuer specifying each action necessary to perfect
      a
      security interest in all Subsequent Student Loans to be acquired by the Issuer
      pursuant to the Student Loan Purchase Agreement in favor of the Trustee,
      including, if applicable, in the manner provided for by the provisions of 20
      U.S.C. § 1087-2(d)(3) or 20 U.S.C. § 1082(m)(1)(d)(iv), as applicable
      (you are authorized to rely on the advice of a single blanket opinion of counsel
      to the Issuer until such time as this Issuer shall provide any amended opinion
      to you).

     

    5.  The
      Issuer is not, on the date hereof, in default under the Indenture or the Student
      Loan Purchase Agreement applicable to the Subsequent Student Loans, and, to
      the
      best knowledge of the Issuer, the Seller is not in default under the Student
      Loan Purchase Agreement applicable to the Subsequent Student Loans. The Issuer
      is not aware of any default existing on the date hereof under any of the other
      documents referred to in paragraph 4 hereof.

     

    6.  All
      of
      the conditions specified in the Student Loan Purchase Agreement applicable
      to
      the Subsequent Student Loans and in the Indenture for the disbursement hereby
      authorized and requested have been satisfied; provided that the Issuer may
      waive
      any requirement of receiving an opinion of counsel from the counsel to the
      Seller.

     

    7.  The
      Issuer is not in default in the performance of any of its covenants and
      agreements made in the Guarantee Agreement applicable to the Subsequent Student
      Loans.

     

    8.  The
      proposed use of moneys in the Pre-Funding Account is in compliance with the
      provisions of the Indenture.

     

    9.  The
      undersigned is authorized to sign and submit this Certificate on behalf of
      the
      Depositor.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WITNESS
      my hand this __ day of __________, 20__.

     

    
      	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 200_-_

            
	
              By:

            	
              [______________________]

            
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    



     


      EXHIBIT
        C


     


      RELEVANT
        SERVICING CRITERIA


     

    



      
        	 	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements; (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of pool assets serviced by the
                  Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents.

              	 
	
                1122(d)(4)(ii)

              	
                Pool
                  asset and related documents are safeguarded as required by the
                  transaction
                  agreements.

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s pool assets (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.