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                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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                               INDENTURE OF TRUST

                                  by and among

                       EDUCATION FUNDING CAPITAL TRUST-II

                                       and

                                FIFTH THIRD BANK

                              as Indenture Trustee

                                       and

                                FIFTH THIRD BANK

                        as Trust Eligible Lender Trustee

                            Dated as of April 1, 2003

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                       EDUCATION FUNDING CAPITAL TRUST-II

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture of
Trust dated as of April 1, 2003.

   TRUST INDENTURE                                                INDENTURE
     ACT SECTION                                                   SECTION
---------------------                                           ----------------
Section 310 (a)(1)&(2)...........................................  6.22
            (a)(3)   ............................................  N/A
            (a)(4)   ............................................  6.08
            (a)(5)   ............................................  6.22
            (b)      ............................................  6.20
            (c)      ............................................  N/A
Section 311 (a)      ............................................  6.25
            (b)      ............................................  6.25
            (c)      ............................................  N/A
Section 312 (a)      ............................................  8.14
            (b)      ............................................  8.14
            (c)      ............................................  8.14
Section 313 (a)      ............................................  11.04
            (b)      ............................................  11.04
            (c)      ............................................  3.17
            (d)      ............................................  3.17
Section 314 (a)(1)-(3)...........................................  3.17
            (a)(4)   ............................................  3.18
            (b)      ............................................  3.09
            (c)      ............................................  11.06(a)
            (d)      ............................................  11.06(c)(e)
            (e)      ............................................  11.06 (a)
            (f)      ............................................  11.06 (k)
Section 315 (a)      ............................................  6.01(a), 6.06
            (b)      ............................................  7.04
            (c)      ............................................  6.01(b)
            (d)(1)(2)............................................  6.06
            (d)(3)   ............................................  5.11
            (e)      ............................................  8.18
Section 316 (a)(1)(A)............................................  5.11
            (a)(1)(B)............................................  5.14
            (a)(2)   ............................................  N/A
            (b)      ............................................  5.12
            (c)      ............................................  N/A
Section 317 (a)(1)   ............................................  3.19
            (a)(2)   ............................................  6.24
            (b)      ............................................  4.11
Section 318 (a)      ............................................  8.07

----------

NOTE: This reconciliation and tie 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 1939 Act, which provides that the provisions of Sections 310 to and
including 317 of the 1939 Act are a part of and govern every qualified
indenture, whether or not physically contained therein.

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                                TABLE OF CONTENTS

        (This Table of Contents is for convenience of reference only and is not
intended to define, limit or describe the purpose or intent of any provisions of
this Indenture of Trust.)

ARTICLE I..................................................................  3
NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS
OF NOTES...................................................................  3
     Section 1.01 Note Details.............................................  3
     Section 1.02 Payment of Principal; Redemption.........................  7
     Section 1.03 Execution of Notes.......................................  9
     Section 1.04 Registration, Transfer and Exchange of Notes; Persons
     Treated as Noteholders................................................  9
     Section 1.05 Lost, Stolen, Destroyed and Mutilated Notes.............. 10
     Section 1.06 Indenture Trustee's Authentication Certificate........... 10
     Section 1.07 Cancellation and Destruction of Notes by the
     Indenture Trustee..................................................... 11
     Section 1.08 Temporary Notes.......................................... 11
     Section 1.09 Deposit of Note Proceeds................................. 11
ARTICLE II................................................................. 11
PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS.... 11
     Section 2.01 Parity and Priority of Lien.............................. 11
     Section 2.02 Other Obligations........................................ 12
     Section 2.03 Derivative Products; Counterparty Derivative Payments;
     Issuer Derivative Payments............................................ 12
ARTICLE III................................................................ 13
PROVISIONS APPLICABLE TO THE NOTES;........................................ 13
DUTIES OF THE ISSUER....................................................... 13
     Section 3.01 Payment of Principal, Interest and Premium............... 13
     Section 3.02 Representations and Warranties of the Issuer............. 13
     Section 3.03 Covenants as to Additional Conveyances................... 14
     Section 3.04 Further Covenants of the Issuer.......................... 14
     Section 3.05 Enforcement of the Master Servicing Agreement............ 15
     Section 3.06 Procedures for Transfer of Funds......................... 16
     Section 3.07 Additional Covenants with Respect to the Act............. 16
     Section 3.08 Financed Student Loans; Collections Thereof; Assignment
     Thereof............................................................... 17
     Section 3.09 Opinions as to the Trust Estate.......................... 18
     Section 3.10 Appointment of Agents, Etc............................... 18
     Section 3.11 Capacity to Sue.......................................... 18
     Section 3.12 Continued Existence; Successor to Issuer................. 18
     Section 3.13 Amendment of Transfer and Sale Agreements................ 19
     Section 3.14 Representations; Negative Covenants...................... 19
     Section 3.15 Additional Covenants. So long as any of the Notes are
     Outstanding........................................................... 23
     Section 3.16 Providing of Notice...................................... 25
     Section 3.17 Reports by Issuer........................................ 25
     Section 3.18 Statement as to Compliance............................... 25
     Section 3.19 Collection of Indebtedness and Suits for Enforcement by
     Indenture Trustee..................................................... 25

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     Section 3.20 Representations of the Issuer Regarding the Indenture
     Trustee's Security Interest........................................... 26
     Section 3.21 Covenants of the Issuer Regarding the Indenture
     Trustee's Security Interest........................................... 27
     Section 3.22 Certain Tax Forms and Treatment.......................... 27
ARTICLE IV................................................................. 28
ACCOUNTS................................................................... 28
     Section 4.01 Creation and Continuation of Trust Accounts and Accounts. 28
     Section 4.02 Acquisition Account...................................... 28
     Section 4.03 Collection Account....................................... 30
     Section 4.04 Distribution Account..................................... 36
     Section 4.05 Reserve Account.......................................... 36
     Section 4.06 Transfers to Co-Owner Trustee............................ 37
     Section 4.07 Capitalized Interest Account............................. 37
     Section 4.08 Investment of Funds Held by Indenture Trustee............ 38
     Section 4.09 Indenture Trustee's Control over the Trust Accounts...... 38
     Section 4.10 Release; Sale or Exchange of Financed Student Loans...... 39
     Section 4.11 Purchase of Notes........................................ 39
ARTICLE V.................................................................. 40
DEFAULTS AND REMEDIES...................................................... 40
     Section 5.01 Events of Default Defined................................ 40
     Section 5.02 Remedy on Default; Possession of Trust Estate............ 40
     Section 5.03 Remedies on Default; Advice of Counsel................... 43
     Section 5.04 Remedies on Default; Sale of Trust Estate................ 43
     Section 5.05 Appointment of Receiver.................................. 43
     Section 5.06 Restoration of Position.................................. 44
     Section 5.07 Purchase of Properties by Indenture Trustee or
     Noteholders........................................................... 44
     Section 5.08 Application of Sale Proceeds............................. 44
     Section 5.09 Accelerated Maturity..................................... 44
     Section 5.10 Remedies Not Exclusive................................... 44
     Section 5.11 Direction of Indenture Trustee........................... 45
     Section 5.12 Right to Enforce in Indenture Trustee.................... 45
     Section 5.13 Physical Possession of Obligations Not Required.......... 46
     Section 5.14 Waivers of Events of Default............................. 46
ARTICLE VI................................................................. 46
THE INDENTURE TRUSTEE...................................................... 46
     Section 6.01 Acceptance of Trust...................................... 46
     Section 6.02 Recitals of Others....................................... 47
     Section 6.03 As to Filing of Indenture................................ 47
     Section 6.04 Indenture Trustee May Act Through Agents................. 47
     Section 6.05 Indemnification of Indenture Trustee..................... 48
     Section 6.06 Indenture Trustee's Right to Reliance.................... 49
     Section 6.07 Compensation of Indenture Trustee........................ 50
     Section 6.08 Indenture Trustee May Own Notes.......................... 50
     Section 6.09 Resignation of Indenture Trustee......................... 50
     Section 6.10 Removal of Indenture Trustee............................. 51
     Section 6.11 Successor Indenture Trustee.............................. 51

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     Section 6.12 Manner of Vesting Title in Indenture Trustee............. 51
     Section 6.13 Additional Covenants by the Indenture Trustee to Conform
     to the Act.............................................................52
     Section 6.14 Limitation with Respect to Examination of Reports........ 52
     Section 6.15 Master Servicing Agreement............................... 52
     Section 6.16 Additional Covenants of Indenture Trustee................ 52
     Section 6.17 Duty of Indenture Trustee with Respect to Rating Agencies 53
     Section 6.18 Merger of the Indenture Trustee.......................... 54
     Section 6.19 Receipt of Funds from Master Servicer.................... 54
     Section 6.20 Special Circumstances Leading to Resignation of
     Indenture Trustee..................................................... 54
     Section 6.21 Survival of Indenture Trustee's Rights to Receive
     Compensation, Reimbursement and Indemnification....................... 55
     Section 6.22 Corporate Trustee Required; Eligibility; Conflicting
     Interests............................................................. 55
     Section 6.23 Payment of Taxes and Other Governmental Charges.......... 55
     Section 6.24 Indenture Trustee May File Proofs of Claim............... 56
     Section 6.25 Preferential Collection of Claims Against Issuer......... 56
ARTICLE VII................................................................ 57
SUPPLEMENTAL INDENTURES.................................................... 57
     Section 7.01 Supplemental Indentures Not Requiring Consent of
     Noteholders........................................................... 57
     Section 7.02 Supplemental Indentures Requiring Consent of Noteholders. 58
     Section 7.03 Additional Limitation on Modification of Indenture....... 59
     Section 7.04 Notice of Defaults....................................... 60
     Section 7.05 Conformity With the Trust Indenture Act.................. 60
ARTICLE VIII............................................................... 60
GENERAL PROVISIONS......................................................... 60
     Section 8.01 Notices.................................................. 60
     Section 8.02 Covenants Bind Issuer.................................... 61
     Section 8.03 Lien Created............................................. 62
     Section 8.04 Severability of Lien..................................... 62
     Section 8.05 Consent of Noteholders Binds Successors.................. 62
     Section 8.06 Nonpresentment of Notes or Interest Checks............... 62
     Section 8.07 Laws Governing........................................... 62
     Section 8.08 Severability............................................. 62
     Section 8.09 Exhibits................................................. 63
     Section 8.10 Non-Business Days........................................ 63
     Section 8.11 Parties Interested Herein................................ 63
     Section 8.12 Obligations Are Limited Obligations...................... 63
     Section 8.13 Counterparty Rights...................................... 63
     Section 8.14 Disclosure of Names and Addresses of Noteholders......... 63
     Section 8.15 Aggregate Principal Amount of Obligations................ 63
     Section 8.16 Financed Student Loans................................... 63
     Section 8.17 Limitation of Liability of the Co-Owner Trustee.......... 64
     Section 8.18 Undertaking for Costs.................................... 64
ARTICLE IX................................................................. 65
PAYMENT AND CANCELLATION OF NOTES.......................................... 65
AND SATISFACTION OF INDENTURE.............................................. 65
     Section 9.01 Trust Irrevocable........................................ 65

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     Section 9.02 Satisfaction of Indenture................................ 65
     Section 9.03 Cancellation of Paid Notes............................... 65
ARTICLE X.................................................................. 65
TERMINATION................................................................ 65
     Section 10.01 Termination of the Trust................................ 65
     Section 10.02 Notice.................................................. 66
     Section 10.03 Auction of Financed Student Loans....................... 66
ARTICLE XI................................................................. 67
REPORTING REQUIREMENTS..................................................... 67
     Section 11.01 Annual Statement as to Compliance....................... 67
     Section 11.02 Annual Independent Public Accountant's Servicing Report. 67
     Section 11.03 Servicer's Certificate.................................. 67
     Section 11.04 Statements to Noteholders............................... 67
     Section 11.05 Compliance Certificates and Opinions.................... 70
     Section 11.06 Incorporation by Reference of the Trust Indenture Act... 72

APPENDIX A     DEFINITIONS AND USAGE
APPENDIX B     CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES

EXHIBIT A-1    FORM OF CLASS A NOTES
EXHIBIT A-2    FORM OF CLASS B NOTES
EXHIBIT B      STUDENT LOAN ACQUISITION CERTIFICATE

SCHEDULE A     STUDENT LOANS TO BE ACQUIRED

EXHIBIT C      CLOSING CASH FLOW PROJECTIONS
EXHIBIT D      NOTICE OF PAYMENT DEFAULT
EXHIBIT E      NOTICE OF CURE OF PAYMENT DEFAULT
EXHIBIT F      NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE AUCTION
               PERIODS
EXHIBIT G      NOTICE ESTABLISHING CHANGE IN LENGTH OF ONE OR MORE AUCTION
               PERIODS
EXHIBIT H      NOTICE OF CHANGE IN AUCTION DATE

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                               INDENTURE OF TRUST

                This Indenture of Trust, dated as of April 1, 2003 (this
"Indenture"), is by and among Education Funding Capital Trust-II, a Delaware
statutory trust (the "Issuer"), Fifth Third Bank, a banking corporation
organized under the laws of the State of Ohio, as indenture trustee (the
"Indenture Trustee"), and Fifth Third Bank, a banking corporation organized
under the laws of the State of Ohio, as trust eligible lender trustee (the
"Trust Eligible Lender Trustee"). Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in Appendix A hereto,
which also contains rules of usage and construction that shall be applicable
herein.

                              W I T N E S S E T H:

                Whereas, the Issuer represents that it is duly created as a
Delaware statutory trust and that it has duly authorized the execution and
delivery of this Indenture, which Indenture provides for the issuance and
payment of student loan asset-backed notes and the payments to any Counterparty;
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; and

                Whereas, the Indenture Trustee has agreed to accept the trusts
herein created upon the terms herein set forth; and

                Whereas, it is hereby agreed between the parties hereto, the
Noteholders (the Noteholders evidencing their consent by their acceptance of the
Notes) and any Counterparty (the Counterparty evidencing its consent by its
execution and delivery of a Derivative Product) that in the performance of any
of the agreements of the Issuer herein contained, any obligation it may thereby
incur for the payment of money shall not be general debt on its part, but shall
be secured by and payable solely from the Trust Estate, payable in such order of
preference and priority as provided herein;

                Now, Therefore, the Issuer (and, with respect to the legal title
to the Financed Student Loans that were originated under the Act, the Trust
Eligible Lender Trustee), in consideration of the premises and acceptance by the
Indenture Trustee of the trusts herein created, of the purchase and acceptance
of the Notes by the Noteholders thereof, of the execution and delivery of any
Derivative Product by a Counterparty and the Issuer and the acknowledgement
thereof by the Indenture Trustee, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby GRANT,
CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Indenture Trustee, for the
benefit of the Noteholders, any Counterparty (to secure the payment of any and
all amounts that may from time to time become due and owing to a Counterparty
pursuant to any Derivative Product), all of their right, title and interest in
and to the moneys, rights, and properties described in the granting clauses A
through F below (the "Trust Estate"), as follows:

<PAGE>

                                GRANTING CLAUSE A

                The Revenues (other than Revenues released from the lien of the
Trust Estate as provided herein);

                                GRANTING CLAUSE B

                All moneys and investments held in the Accounts established
pursuant to Section 4.01;

                                GRANTING CLAUSE C

                The Financed Student Loans;

                                GRANTING CLAUSE D

                The Master Servicing Agreement, each Subservicing Agreement, the
Transfer and Sale Agreements and each Guarantee Agreement as the same relate to
the Financed Student Loans;

                                GRANTING CLAUSE E

                Any Derivative Product and any guarantee of any Counterparty;
provided, however, that this Granting Clause E shall not be for the benefit of a
Counterparty with respect to its Derivative Product; and

                                GRANTING CLAUSE F

                Any and all other property, rights and interests of every kind
or description that from time to time hereafter is granted, conveyed, pledged,
transferred, assigned or delivered to the Indenture Trustee as additional
security hereunder.

                To Have And To Hold the Trust Estate, whether now owned or held
or hereafter acquired, unto the Indenture Trustee and its successors or assigns,

                In Trust Nevertheless, upon the terms and trusts herein set
forth for the equal and proportionate benefit and security of all present and
future Noteholders, without preference of any Note over any other, except as
provided herein, and for enforcement of the payment of the Notes in accordance
with their terms, and all other sums payable hereunder (including payments due
and payable to any Counterparty) or on the Notes, and for the performance of and
compliance with the obligations, covenants, and conditions of this Indenture, as
if all the Notes and other Obligations at any time Outstanding had been executed
and delivered simultaneously with the execution and delivery of this Indenture;

                Provided, However, that if the Issuer, its successors or
assigns, shall well and truly pay, or cause to be paid, the principal of the
Notes and the interest due and to become due thereon, or provide fully for
payment thereof as herein provided, at the times and in the manner mentioned in
the Notes according to the true intent and meaning thereof, and shall make all

                                        2

<PAGE>

required payments into the Accounts as required under Article IV, or shall
provide, as permitted hereby, for the payment thereof by depositing with the
Indenture Trustee sums sufficient to pay or to provide for payment of the entire
amount due and to become due as herein provided (including payments due and
payable to any Counterparty), then this Indenture and the rights hereby granted
shall cease, terminate and be void; otherwise, this Indenture shall be and
remain in full force and effect;

                Now, Therefore, it is mutually covenanted and agreed as follows:

                                    ARTICLE I

  NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS OF NOTES

                Section 1.01 Note Details.

                (a)     The Notes shall be issued in nine (9) separate series
consisting of $80,000,000 of Series A-1 Notes, $144,000,000 of Series A-2 Notes,
$276,000,000 of Series A-3 Notes, $75,000,000 of Series A-4 Notes, $75,000,000
of Series A-5 Notes, $100,000,000 of Series A-6 Notes, $100,000,000 of Series
A-7 Notes, $100,000,000 of Series A-8 Notes, and $50,000,000 of Series B-1
Notes.

                The Series A-1 Notes will mature no later than March 15, 2007.
The Series A-2 Notes will mature no later than December 15, 2011. The Series A-3
Notes will mature no later than December 15, 2017. The Series A-4 Notes, the
Series A-5 Notes, the Series A-6 Notes, the Series A-7 Notes, the Series A-8
Notes, and the Series B-1 Notes will mature no later than March 17, 2042.

                The Notes shall be issuable only as fully registered notes in
Authorized Denominations. The Notes of each Series shall be numbered separately
from 1 upwards. The Notes shall be in substantially the form set forth in
Exhibits A-1 and A-2, each with such variations, omissions and insertions as may
be necessary.

                (b)     The Auction Rate Notes shall be dated the Closing Date
and shall bear interest from the Closing Date, payable on each Auction Rate
Distribution Date, except that Auction Rate Notes that are issued upon transfer,
exchange or other replacement shall bear interest from the most recent Auction
Rate Distribution Date to which interest has been paid, or if no interest has
been paid, from the date of the Auction Rate Notes. Interest on the Auction Rate
Notes shall be computed on the basis of a 360-day year and actual days elapsed.
The terms of and definitions related to the Auction Rate Notes are found in
Appendix B. No premium payments shall be paid on the Notes issued under this
Indenture.

                                        3

<PAGE>

                (c)     Interest shall accrue on the principal balances of the
LIBOR Notes during each Accrual Period and shall be payable on each Quarterly
Distribution Date. The LIBOR Notes shall bear interest at the annual rates
listed below:

                (i)     The Series A-1 interest rate will be three-month LIBOR,
                        except for the first Accrual Period, plus 0.05%;

                (ii)    The Series A-2 interest rate will be three-month LIBOR,
                        except for the first Accrual Period, plus 0.10%; and

                (iii)   The Series A-3 interest rate will be three-month LIBOR,
                        except for the first Accrual Period, plus 0.30%.

                For the LIBOR Notes, LIBOR for the first Accrual Period will be
determined by the Indenture Trustee by reference to straight line interpolation
between one-month LIBOR and two-month LIBOR based on the actual number of days
in the first Accrual Period.

                Interest on the LIBOR Notes will be calculated based on the
actual number of days elapsed in each Accrual Period divided by 360.

                One-month, three-month or four-month LIBOR, for any Accrual
Period, is the London interbank offered rate for deposits in U.S. Dollars having
a maturity of one month, three months or four months, as applicable, commencing
on the first day of the Accrual Period, which appears on Telerate Page 3750 as
of 11:00 a.m. London time, on the related LIBOR Determination Date. If an
applicable 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 applicable 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 that LIBOR
Determination Date, to prime banks in the London interbank market by the
Reference Banks. The Calculation Agent shall request the principal London office
of each Reference Bank to provide a quotation of its rate. If the Reference
Banks provide at least two quotations, the rate for that day will be the
arithmetic mean of the quotations. If the Reference Banks provide fewer than two
quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Calculation Agent, at
approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for
loans in U.S. Dollars to leading European banks having the applicable maturity
and in a principal amount of not less than U.S. $1,000,000. If the banks
selected as described above are not providing quotations, one-month, three-month
or four-month LIBOR in effect for the applicable Accrual Period shall be the
one-month, three-month or four-month LIBOR in effect for the previous Accrual
Period.

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                For this purpose:

                (i)     "LIBOR Determination Date" means, for each Accrual
                        Period, the second business day before the beginning of
                        that Accrual Period.

                (ii)    "Telerate Page 3750" means the display page so
                        designated on the Dow Jones Telerate Service or any
                        other page that may replace that page on that service
                        for the purpose of displaying comparable rates or
                        prices.

                (iii)   "Reference Banks" means four major banks in the London
                        interbank market selected by the Calculation Agent.

                For purposes of calculating one-month, three-month and
four-month LIBOR, a business day is any day on which banks in New York City and
the City of London are open for the transaction of international business.

                (d)     The principal of each Note due at its Stated Maturity or
upon redemption in whole shall be payable at the Corporate Trust Office of the
Indenture Trustee, or at such other location as directed by the Indenture
Trustee, or at the principal office of its successor in trust upon presentation
and surrender of the Note. Payment of interest on, and principal paid in respect
of the partial redemption of, any Note shall be made to the Noteholder thereof
by check or draft mailed on the applicable Distribution Date by the Indenture
Trustee to the Noteholder at his address as it last appears on the registration
books kept by the Indenture Trustee at the close of business on the Record Date
for such Distribution Date, but any such interest not so timely paid or duly
provided for shall cease to be payable to the Noteholder thereof at the close of
business on the Record Date and shall be payable to the Noteholder thereof at
the close of business on a special record date (a "Special Record Date") for the
payment of any such defaulted interest. Such Special Record Date shall be fixed
by the Indenture Trustee whenever moneys become available for payment of the
defaulted interest, and notice of such Special Record Date shall be given to the
Noteholders of the Notes not less than ten (10) days prior thereto by
first-class mail to each such Noteholder as shown on the Indenture Trustee's
registration books on the date selected by the Indenture Trustee, stating the
date of the Special Record Date and the date fixed for the payment of such
defaulted interest. Payment of interest to the Securities Depository or its
nominee shall, and at the written request addressed to the Indenture Trustee of
any other Noteholder owning at least $1,000,000 principal amount of the Notes,
payments of interest shall, be paid by wire transfer within the United States to
the bank account number filed no later than the Record Date or Special Record
Date with the Indenture Trustee for such purpose. All payments on the Notes
shall be made in lawful money of the United States of America.

                (e)     Except as otherwise provided in this Section, the Notes
in the form of one global note for each Series shall be registered in the name
of the Securities Depository or its nominee and ownership thereof shall be
maintained in book-entry form by the Securities Depository for the account of
the Agent Members. Initially, each Note shall be registered in the name of Cede
& Co., as the nominee of The Depository Trust Company. Except as provided in
subsection (g) of this Section, the Notes may be transferred, in whole but not
in part, only to the Securities Depository or a nominee of the Securities
Depository or to a successor Securities

                                        5

<PAGE>

Depository selected or approved by the Issuer or to a nominee of such successor
Securities Depository. Each global note shall bear a legend substantially to the
following effect: "Except as otherwise provided in the Indenture, this global
note may be transferred, in whole but not in part, only to another nominee of
the Securities Depository (as defined in the Indenture) or to a successor
Securities Depository or to a nominee of a successor Securities Depository."

                (f)     Except as otherwise provided herein, the Issuer and the
Indenture Trustee shall have no responsibility or obligation with respect to (i)
the accuracy of the records of the Securities Depository or any Agent Member
with respect to any beneficial ownership interest in the Notes, (ii) the
delivery to any Agent Member, beneficial owner of the Notes or other Person,
other than the Securities Depository, of any notice with respect to the Notes or
(iii) the payment to any Agent Member, beneficial owner of the Notes or other
Person, other than the Securities Depository, of any amount with respect to the
principal of or interest on the Notes. So long as the certificates for the Notes
issued under this Indenture are not issued pursuant to subsection (g) of this
Section, the Issuer and the Indenture Trustee may treat the Securities
Depository as, and deem the Securities Depository to be, the absolute owner of
the Notes for all purposes whatsoever, including, without limitation, (A) the
payment of principal of and interest on such Notes, (B) giving notices of
redemption and other matters with respect to such Notes and (C) registering
transfers with respect to such Notes. In connection with any notice or other
communication to be provided by the Issuer or the Indenture Trustee to the
Noteholders pursuant to this Indenture with respect to any consent or other
action to be taken by the Noteholders, the Issuer or the Indenture Trustee, as
the case may be, shall establish a record date for such consent or other action
and, if the Securities Depository shall hold all of the Notes, give the
Securities Depository notice of such record date not less than 15 calendar days
in advance of such record date to the extent possible. Such notice to the
Securities Depository shall be given only when the Securities Depository is the
sole Noteholder.

                (g)     If at any time the Securities Depository notifies the
Issuer and the Indenture Trustee that it is unwilling or unable to continue as
Securities Depository with respect to any or all of the Notes or if at any time
the Securities Depository shall no longer be registered or in good standing
under the Securities Exchange Act or other applicable statute or regulation and
a successor Securities 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, subsections (e) and (f) of this Section shall no longer be applicable
and the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver certificates representing the Notes as provided below. In addition, the
Issuer may determine at any time that the Notes shall no longer be represented
by global certificates and that the provisions of subsections (e) and (f) of
this Section shall no longer apply to the Notes. In such event, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver certificates
representing the Notes as provided below. Certificates for the Notes issued in
exchange for a global certificate pursuant to this subsection shall be
registered in such names and Authorized Denominations as the Securities
Depository, pursuant to instructions from the Agent Members or otherwise, shall
instruct in writing to the Issuer and the Indenture Trustee, and upon which
written instructions the Indenture Trustee may rely without investigation. The
Indenture Trustee shall promptly deliver such certificates representing the
Notes to the Persons in whose names such Notes are so registered.

                                        6

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                Section 1.02 Payment of Principal; Redemption.

                (a)     Principal shall be payable on the LIBOR Notes on each
Quarterly Distribution Date in an amount equal to the Class A Noteholders'
Principal Distribution Amount.

                Principal shall be payable on the Class A Auction Rate Notes on
each Auction Rate Distribution Date in an amount equal to the Class A
Noteholders' Principal Distribution Amount. Subject to subsection (c) of this
Section, principal shall be payable on the Class B Auction Rate Notes on each
Auction Rate Distribution Date in an amount equal to the Class B Noteholders'
Principal Distribution Amount.

                (b)     Subject to subsection (c) of this Section and in
accordance with Section 4.03, principal on the Notes shall be paid or allocated
on each Quarterly Distribution Date or Monthly Allocation Date, as applicable,
as follows:

                (i)     first, to the Series A-1 Notes until their principal
                        balances are reduced to zero;

                (ii)    second, to the Series A-2 Notes until their principal
                        balances are reduced to zero;

                (iii)   third, to the Series A-3 Notes until their principal
                        balances are reduced to zero;

                (iv)    fourth, subject to any payment of principal to the
                        Series B-1 Notes as described in subsection (c) of this
                        Section, to the Series A-4 Notes until their principal
                        balances are reduced to zero;

                (v)     fifth, subject to any payment of principal to the Series
                        B-1 Notes as described in subsection (c) of this
                        Section, to the Series A-5 Notes until their principal
                        balances are reduced to zero;

                (vi)    sixth, subject to any payment of principal to the Series
                        B-1 Notes as described in subsection (c) of this
                        Section, to the Series A-6 Notes until their principal
                        balances are reduced to zero;

                (vii)   seventh, subject to any payment of principal to the
                        Series B-1 Notes as described in subsection (c) of this
                        Section, to the Series A-7 Notes until their principal
                        balances are reduced to zero;

                (viii)  eighth, subject to any payment of principal to the
                        Series B-1 Notes as described in subsection (c) of this
                        Section, to the Series A-8 Notes until their principal
                        balances are reduced to zero; and

                (ix)    ninth, to the Series B-1 notes until their principal
                        balances are reduced to zero.

                However, following the occurrence of an Event of Default and the
exercise by the

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<PAGE>

Indenture Trustee of remedies under Article V, principal payments on the Class A
Notes shall be made or set aside for future distribution pro rata, without
preference or priority.

                Any payment of principal on an Auction Rate Note shall be made
by redeeming that Auction Rate Note.

                (c)     If on any Auction Rate Distribution Date occurring while
no LIBOR Notes remain Outstanding and while Class A Auction Rate Notes remain
Outstanding, the Senior Parity Percentage is greater than the Required Senior
Parity Percentage and the Parity Percentage is greater than the Required Parity
Percentage, before any amount will be paid or allocated as principal on the
Class A Auction Rate Notes, principal shall be paid on the Class B Notes in an
amount equal to the greatest amount that can be paid as principal on the Class B
Notes without reducing the Senior Parity Percentage below the Required Senior
Parity Percentage or reducing the Parity Percentage below the Required Parity
Percentage.

                Notwithstanding the foregoing, if

                (i)     on any Distribution Date following distributions under
Sections 4.03(d)(i) through (x) or under Sections 4.03(e)(i) and (ii) to be made
on that Distribution Date, without giving effect to any payments from the
Capitalized Interest Account or Acquisition Account to the Class B Notes, the
outstanding principal balance of the Class A Notes would be in excess of:

                (1)     the outstanding principal balance of the Financed
                        Student Loans plus

                (2)     any accrued but unpaid interest on the those Financed
                        Student Loans as of the last day of the related
                        collection period plus

                (3)     the balance on deposit in the Reserve Account on that
                        Distribution Date following those distributions minus

                (4)     the Reserve Account Requirement on that Distribution
                        Date, or

                (ii)    an insolvency event involving the Seller or the
Depositor or an Event Of Default affecting the Class A Notes has occurred and is
continuing,

then, until the conditions described in (i) or (ii) above no longer exist, the
amounts on deposit in the Collection Account and the Reserve Account shall be
applied on that Distribution Date to the payment of the Class A Noteholders'
Distribution Amount before any amounts shall be applied to the payment of the
Class B Noteholders' Distribution Amount.

                (d)     During any time while no LIBOR Notes are Outstanding,
the Auction Rate Notes are subject to redemption in whole or in part at the
option of the Issuer; provided, however, while any Class A Auction Rate Notes
are Outstanding, the Issuer may redeem Class B Auction Rate Notes only if, as of
the date of selection of Notes for redemption and after giving effect to the
redemption, the Senior Parity Percentage is at least the Required Senior Parity
Percentage and the Parity Percentage is at least the Required Parity Percentage.
If less than all outstanding Auction Rate Notes are to be redeemed, the
particular Series to be redeemed shall be determined

                                        8

<PAGE>

by the Issuer. In the absence of direction by the Issuer, the Series of Auction
Rate Notes to be redeemed shall be selected first from the Class A Auction Rate
Notes in ascending numerical order of the Series designation (beginning with the
Series A-1 Notes), and thereafter, from the Class B Auction Rate Notes. If less
than all Outstanding Auction Rate Notes of a given Series are to be redeemed,
the particular Notes to be redeemed shall be determined by lot.

                (e)     The Indenture Trustee shall cause notice of any
redemption to be given by mailing a copy of the notice by first-class mail to
the Noteholder of any Notes designated for redemption in whole or in part at
their address as the same shall last appear upon the registration books, and
with respect to Auction Rate Notes designated for redemption, to the Auction
Agent, in each case not less than 12 days prior to the redemption date;
provided, however, that failure to give such notice, or any defect therein,
shall not affect the validity of any proceedings for the redemption of such
Notes for which no such failure or defect occurs.

                Section 1.03 Execution of Notes. The Notes shall be executed in
the name and on behalf of the Issuer by the manual or facsimile signature of any
of its Authorized Officers. Any Note may be signed (manually or by facsimile) or
attested on behalf of the Issuer by any person who, at the date of such act,
shall hold the proper office, notwithstanding that at the date of
authentication, issuance or delivery, such person may have ceased to hold such
office.

                Upon the execution and delivery of this Indenture, the Issuer
shall execute and deliver to the Indenture Trustee and the Indenture Trustee
shall authenticate the Notes and deliver the Notes to The Depository Trust
Company; provided, however, prior to the delivery by the Indenture Trustee of
any of the Notes, there shall have been filed with or delivered to the Indenture
Trustee the following:

                (a)     An Issuer Order authorizing the execution and delivery
of this Indenture and the issuance of the Notes.

                (b)     A duly executed copy of this Indenture.

                (c)     Rating letters from each Rating Agency confirming (i)
that the Class A Notes have been rated "AAA" by Fitch, "Aaa" by Moody's and
"AAA" by S&P and (ii) that the Series B Notes have been rated at least "A" by
Fitch, "A2" by Moody's and "A" by S&P.

                Section 1.04 Registration, Transfer and Exchange of Notes;
Persons Treated as Noteholders. The Issuer shall cause books for the
registration and for the transfer of the Notes as provided in this Indenture to
be kept by the Indenture Trustee, which is hereby appointed the transfer agent
of the Issuer for the Notes. Notwithstanding such appointment and with the prior
written consent of the Issuer, the Indenture Trustee is hereby authorized to
make any arrangements with other institutions that it deems necessary or
desirable in order that such institutions may perform the duties of transfer
agent for the Notes. Upon surrender for transfer of any Note at the Corporate
Trust Office of the Indenture Trustee, duly endorsed for transfer or accompanied
by an assignment duly executed by the Noteholder or his attorney duly authorized
in writing, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver, making all appropriate notations on its records, and
causing the same to be made on the records of its nominees, in the name of the
transferee or transferees a new fully registered Note or Notes

                                        9

<PAGE>

of the same interest rate and for a like Series, subseries, if any, and
aggregate principal amount of the same maturity.

                Notes may be exchanged at the Corporate Trust Office of the
Indenture Trustee for a like aggregate principal amount of fully registered
Notes of the same Series, subseries, if any, interest rate and maturity in
Authorized Denominations. The Issuer shall execute and the Indenture Trustee
shall authenticate and deliver Notes that the Noteholder making the exchange is
entitled to receive, bearing numbers not contemporaneously outstanding. The
execution by the Issuer of any fully registered Note of any Authorized
Denomination shall constitute full and due authorization of such denomination
and the Indenture Trustee shall thereby be authorized to authenticate and
deliver such fully registered Note.

                The Indenture Trustee shall not be required to transfer or
exchange any Note during the period 15 Business Days next preceding the mailing
of notice of redemption as herein provided. After the giving of such notice of
redemption, the Indenture Trustee shall not be required to transfer or exchange
any Note that has been called for full or partial redemption.

                As to any Note, the Person in whose name the Note is registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Noteholder thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

                The Indenture Trustee shall require the payment by any
Noteholder requesting exchange or transfer of any tax or other governmental
charge required to be paid with respect to such exchange or transfer. The
Noteholder requesting such transfer or exchange may be required to pay all taxes
and governmental charges in connection with such transfer or exchange.

                Section 1.05 Lost, Stolen, Destroyed and Mutilated Notes. Upon
receipt by the Indenture Trustee of evidence satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note and, in the case
of a lost, stolen or destroyed Note, of indemnity satisfactory to it, and upon
surrender and cancellation of the Note, if mutilated, (a) the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver, a new Note of
the same Series, subseries, if any, interest rate, maturity and denomination in
lieu of such lost, stolen, destroyed or mutilated Note or (b) if such lost,
stolen, destroyed or mutilated Note shall have matured or have been called for
redemption, in lieu of executing and delivering a new Note as aforesaid, the
Issuer may pay such Note. Any such new Note shall bear a number not
contemporaneously outstanding. The Person requesting any such new Note may be
required to pay all taxes and governmental charges and all expenses and charges
of the Issuer and of the Indenture Trustee in connection with the issuance of
such Note. All Notes shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing conditions are exclusive with respect
to the replacement and payment of mutilated, destroyed, lost or stolen Notes,
negotiable instruments or other securities.

                Section 1.06 Indenture Trustee's Authentication Certificate. The
Indenture Trustee's authentication certificate upon the Notes shall be
substantially in the forms provided in Exhibits A-1 and A-2. No Note shall be
secured hereby or entitled to the benefit hereof, or shall

                                       10

<PAGE>

be valid or obligatory for any purpose, unless a certificate of authentication,
substantially in such form, has been duly executed by the Indenture Trustee at
the written direction of the Issuer; and such certificate of the Indenture
Trustee upon any Note shall be conclusive evidence and the only competent
evidence that such Note has been authenticated and delivered hereunder. The
Indenture Trustee's certificate of authentication shall be deemed to have been
duly executed by it if manually signed by an authorized officer of the Indenture
Trustee, but it shall not be necessary that the same person sign the certificate
of authentication on all of the Notes issued hereunder.

                Section 1.07 Cancellation and Destruction of Notes by the
Indenture Trustee. Whenever any Outstanding Notes are delivered to the Indenture
Trustee for the cancellation thereof pursuant to this Indenture, upon payment of
the principal amount and interest represented thereby, or for replacement
pursuant to Section 1.04, such Notes shall be promptly cancelled and, within a
reasonable time, cremated or otherwise destroyed by the Indenture Trustee and
counterparts of a certificate of destruction evidencing such cremation or other
destruction shall be furnished by the Indenture Trustee to the Issuer.

                Section 1.08 Temporary Notes. Pending the preparation of
definitive Notes, the Issuer may execute and the Indenture Trustee shall
authenticate and deliver temporary Notes. Temporary Notes shall be issuable as
fully registered Notes without coupons, of any denomination, and substantially
in the form of the definitive Notes but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Issuer. Every temporary Note shall be executed by the Issuer and be
authenticated by the Indenture Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Notes. As
promptly as practicable the Issuer shall execute and shall furnish definitive
Notes and thereupon temporary Notes may be surrendered in exchange therefor
without charge at the Corporate Trust Office of the Indenture Trustee, and the
Indenture Trustee shall authenticate and deliver in exchange for such temporary
Notes a like aggregate principal amount of definitive Notes. Until so exchanged
the temporary Notes shall be entitled to the same benefits under this Indenture
as definitive Notes.

                Section 1.09 Deposit of Note Proceeds. Upon the issuance and
delivery of the Notes, the Indenture Trustee shall deposit the net proceeds
thereof (i.e., net of Underwriters' discount of $2,970,000):

                (a)     an amount equal to $977,030,000 shall be deposited to
                        the Acquisition Account;

                (b)     an amount equal to $10,000,000 shall be deposited to the
                        Reserve Account; and

                (c)     an amount equal to $10,000,000 shall be deposited to the
                        Capitalized Interest Account.

                                   ARTICLE II

     PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS

                Section 2.01 Parity and Priority of Lien. The provisions,
covenants and agreements herein set forth to be performed by or on behalf of the
Issuer are for the equal benefit,

                                       11

<PAGE>

protection and security of the Noteholders or any holders of the Obligations,
all of which, regardless of the time or times of their issuance or maturity,
shall be of equal rank without preference, priority or distinction of any of the
Obligations over any other thereof, except as expressly provided in this
Indenture with respect to certain payment and other priorities.

                Section 2.02 Other Obligations.

                (a)     The Issuer shall not incur any obligations or engage in
any activities other than in connection with the purposes and powers of the
Issuer as set forth in Section 2.3 of the Trust Agreement.

                (b)     The revenues and other moneys, Financed Student Loans,
securities, evidences of indebtedness, interests, rights and properties pledged
under this Indenture are and will be owned by the Issuer (or the Trust Eligible
Lender Trustee) free and clear of any pledge, lien, charge or encumbrance
thereon or with respect thereto prior to or of equal rank with the respective
pledges created by this Indenture, except as otherwise expressly provided
herein, and all action on the part of the Issuer to that end has been duly and
validly taken. If any Financed Student Loan is found to have been subject to a
lien at the time such Financed Student Loan was acquired, the Issuer shall cause
such lien to be released, shall purchase such Financed Student Loan from the
Trust Estate for a purchase price equal to its principal amount plus unamortized
premium, if any, and interest accrued thereon, or shall replace such Financed
Student Loan with another Student Loan with substantially identical
characteristics that shall be free and clear of liens at the time of such
replacement. Except as otherwise provided herein, the Issuer shall not create or
voluntarily permit to be created any debt, lien, or charge on the Financed
Student Loans that would be on a parity with or prior to the lien of this
Indenture; shall not do or omit to do or suffer to be done or omitted to be done
anything whatsoever whereby the lien of this Indenture or the priority of such
lien for the Obligations hereby secured might or could be lost or impaired; and
will pay or cause to be paid or will make adequate provisions for the
satisfaction and discharge of all lawful claims and demands that if unpaid might
by law be given precedence to or any equality with this Indenture as a lien or
charge upon the Financed Student Loans; provided, however, that nothing in this
subsection (b) shall require the Issuer to pay, discharge, or make provision for
any such lien, charge, claim, or demand so long as the validity thereof shall be
by it in good faith contested, unless thereby, the same will endanger the
security for the Obligations; and provided further that any subordinate lien
hereon (i.e., subordinate to the lien securing the Senior Obligations and the
Subordinate Obligations) shall be entitled to no payment from the Trust Estate,
nor may any remedy be exercised with respect to such subordinate lien against
the Trust Estate until all Obligations have been paid or deemed paid hereunder.

                Section 2.03 Derivative Products; Counterparty Derivative
Payments; Issuer Derivative Payments. The Issuer hereby authorizes and directs
the Indenture Trustee to acknowledge and agree to any Derivative Product
hereafter entered into by the Issuer and a Counterparty under which (a) the
Issuer may be required to make, from time to time, Issuer Derivative Payments
and (b) the Indenture Trustee may receive, from time to time, Counterparty
Derivative Payments for the account of the Issuer. No Derivative Product shall
be entered into unless the Indenture Trustee shall have received a Rating
Confirmation from each Rating Agency that such Derivative Product will not
adversely affect the Rating on any of the Notes. Anything in this Indenture to
the contrary notwithstanding, any Revenues representing

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<PAGE>

Counterparty Derivative Payments of a Counterparty shall not be available to
make an Issuer Derivative Payment to another Counterparty or to pay any other
amounts owed to such Counterparty pursuant to a Derivative Product.

                No later than the fourth Business Day immediately preceding each
Derivative Payment Date the Issuer shall give written notice to the Indenture
Trustee stating (a) the amount and payer of each Counterparty Derivative
Payment, if any, due to be received by the Indenture Trustee for the account of
the Issuer on or before such Derivative Payment Date and (b) the amount and
payee of each Issuer Derivative Payment, if any, to be paid on or before such
Derivative Payment Date. If the Indenture Trustee fails to receive such written
notification from the Issuer by the end of the third Business Day immediately
preceding such Derivative Payment Date, it shall immediately notify the Issuer
of such fact in writing.

                On or before each Derivative Payment Date and in accordance with
the written notification received from the Issuer, the Indenture Trustee shall
deposit all moneys received representing Counterparty Derivative Payments into
the Collection Account to be applied in accordance with the provisions of
Section 4.03. The Indenture Trustee shall notify the Issuer on such Business
Day, if (a) the amount received from any Counterparty is not equal to the amount
specified in the written notification of the Issuer, (b) no amount is received
from such Counterparty or (c) the amount received is not received in immediately
available funds.

                On or before any Derivative Payment Date with respect to which a
Issuer Derivative Payment is due in accordance with the written notification
received from the Issuer, the Indenture Trustee shall make payment to the
appropriate Counterparty from moneys in the Collection Account of the amount of
the Issuer Derivative Payment specified in such written notification of the
Issuer due on such date by the deposit or wire transfer of immediately available
funds to the credit of the account of such Counterparty specified in such
written notification of the Issuer, but only in accordance with Section 4.03.

                                   ARTICLE III

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

                Section 3.01 Payment of Principal, Interest and Premium. The
Issuer covenants that it will promptly pay, but solely from the Trust Estate,
the principal of and interest, if any, on each and every Obligation issued under
the provisions of this Indenture at the places, on the dates and in the manner
specified herein and in said Obligations and any premium required for the
retirement of said Obligations by purchase or redemption according to the true
intent and meaning thereof. The Obligations shall be and are hereby declared to
be payable from and equally secured by an irrevocable first lien on and pledge
of the properties constituting the Trust Estate, subject to the application
thereof as permitted by this Indenture, but in no event shall the Noteholders or
any holders of the Obligations have any right to possession of any Financed
Student Loans, which shall be held only by the Indenture Trustee or its agent or
bailee.

                Section 3.02 Representations and Warranties of the Issuer. The
Issuer represents and warrants that it is duly authorized under the laws of
Delaware to issue the Notes and to

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<PAGE>

execute and deliver this Indenture and any Derivative Product and to make the
pledge to the payment of Notes and any Issuer Derivative Payments hereunder,
that all necessary action on the part of the Issuer for the creation and
issuance of the Notes and the execution and delivery of this Indenture and any
Derivative Product has been duly and effectively taken, and that the Notes in
the hands of the Noteholders thereof and the Issuer Derivative Payments are and
will be valid and enforceable special limited obligations of the Issuer secured
by and payable solely from the Trust Estate.

                Section 3.03 Covenants as to Additional Conveyances. At any and
all times, the Issuer will duly execute, acknowledge, and deliver, or will cause
to be done, executed, and delivered, all and every such further acts,
conveyances, transfers, and assurances in law as the Indenture Trustee shall
reasonably require for the better conveying, transferring, and pledging and
confirming unto the Indenture Trustee, all and singular, the properties
constituting the Trust Estate hereby transferred and pledged, or intended so to
be transferred and pledged.

                Section 3.04 Further Covenants of the Issuer.

                (a)     The Issuer will cause financing statements and
continuation statements with respect thereto at all times to be filed in the
office of the Secretary of the State of Delaware and any other jurisdiction
necessary to perfect and maintain the security interest granted by the Issuer
hereunder.

                (b)     The Issuer will duly and punctually keep, observe and
perform each and every term, covenant, and condition on its part to be kept,
observed, and performed, contained in this Indenture and the other agreements to
which the Issuer is a party pursuant to the transactions contemplated herein,
and will punctually perform all duties required by the Trust Agreement and the
laws of Delaware.

                (c)     The Issuer shall be operated on the basis of its Fiscal
Year.

                (d)     The Issuer shall cause to be kept full and proper books
of records and accounts, in which full, true, and proper entries will be made of
all dealings, business, and affairs of the Issuer that relate to the Notes and
any Derivative Product.

                (e)     The Issuer, upon written request of the Indenture
Trustee, will permit at all reasonable times the Indenture Trustee or its
agents, accountants, and attorneys, to examine and inspect the property, books
of account, records, reports, and other data relating to the Financed Student
Loans, and will furnish the Indenture Trustee such other information as it may
reasonably request. The Indenture Trustee shall be under no duty to make any
such examination unless requested in writing to do so by the Noteholders of not
less than a majority of the principal amount of the Notes, and unless such
Noteholders shall have offered the Indenture Trustee security and indemnity
satisfactory to it against any costs, expenses and liabilities that might be
incurred thereby.

                (f)     The Issuer shall cause an annual audit to be made by an
independent auditing firm of national reputation and file one copy thereof with
the Indenture Trustee and each Rating Agency within 150 days of the close of
each Fiscal Year. The Indenture Trustee shall be under no obligation to review
or otherwise analyze such audit.

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<PAGE>

                (g)     The Issuer covenants that all Financed Student Loans
upon receipt thereof shall be delivered to the Indenture Trustee or its agent or
bailee to be held pursuant to this Indenture and pursuant to the Master
Servicing Agreement, a Subservicing Agreement or a custodian agreement.

                (h)     Notwithstanding anything to the contrary contained
herein, except upon the occurrence and during the continuance of an Event of
Default hereunder, the Issuer hereby expressly reserves and retains the
privilege to receive and, subject to the terms and provisions of this Indenture,
to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or
realize upon its rights and interest in and to the Financed Student Loans and
the proceeds and collections therefrom, and neither the Indenture Trustee nor
any Noteholder shall in any manner be or be deemed to be an indispensable party
to the exercise of any such privilege, claim or suit, and the Indenture Trustee
shall be under no obligation whatsoever to exercise any such privilege, claim or
suit; provided, however, that the Indenture Trustee shall have and retain
possession of the Financed Student Loans pursuant to Section 4.02 (which
Financed Student Loans may be held by the Indenture Trustee's agent or bailee)
so long as such loans are subject to the lien of this Indenture.

                (i)     The Issuer shall notify the Indenture Trustee and each
Rating Agency in writing prior to entering into any Derivative Product and shall
not enter into any Derivative Product unless the Indenture Trustee has received
a Rating Confirmation.

                Section 3.05 Enforcement of the Master Servicing Agreement.
Regardless of whether the Issuer is otherwise in default under this Indenture,
the Issuer shall comply with and shall require the Master Servicer to comply
with the following:

                (a)     The Issuer shall diligently enforce and take all
                        reasonable steps, actions and proceedings necessary for
                        the enforcement of all terms, covenants and conditions
                        of the Master Servicing Agreement, including the prompt
                        payment of all amounts due the Issuer thereunder,
                        including without limitation all principal and interest
                        payments and Guarantee Payments that relate to any
                        Financed Student Loans, and cause the Master Servicer to
                        specify whether payments received by it represent
                        principal or interest;

                (b)     The Issuer shall not permit the release of the
                        obligations of the Master Servicer under the Master
                        Servicing Agreement except in conjunction with
                        amendments or modifications permitted by (h) below;

                (c)     The Issuer 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 and of
                        the Noteholders under or with respect to the Master
                        Servicing Agreement;

                (d)     The Issuer shall at its own expense duly and punctually
                        perform and observe each of its obligations to the
                        Master Servicer under the Master Servicing Agreement in
                        accordance with the terms thereof;

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<PAGE>

                (e)     The Issuer shall give the Indenture Trustee and the
                        Rating Agencies prompt written notice of each default on
                        the part of the Master Servicer of its obligations under
                        the Master Servicing Agreement coming to the Issuer's
                        attention;

                (f)     The Issuer shall not waive any default by the Master
                        Servicer under the Master Servicing Agreement without
                        the written consent of the Indenture Trustee;

                (g)     The Issuer shall cause the Master Servicer to deliver to
                        the Indenture Trustee and the Issuer, on or before March
                        31 of each year, beginning with March 31, 2004, a
                        certificate stating that (i) a review of the activities
                        of the Master Servicer during the preceding calendar
                        year and of its performance under the Master Servicing
                        Agreement has been made under the supervision of the
                        officer signing such certificate and (ii) to the best of
                        such officer's knowledge, based on such review, the
                        Master Servicer has fulfilled all its obligations under
                        the Master Servicing Agreement throughout such year, or,
                        there has been a default in the fulfillment of any such
                        obligation, specifying each such default known to such
                        officer and the nature and status thereof. The Issuer
                        shall send copies of such annual certificate of the
                        Master Servicer to each Rating Agency; and

                (h)     The Issuer shall not consent or agree to or permit any
                        amendment or modification of the Master Servicing
                        Agreement that will in any manner materially adversely
                        affect the rights or security of the Noteholders. The
                        Issuer shall be entitled to receive and rely upon an
                        opinion of its counsel that any such amendment or
                        modification will not materially adversely affect the
                        rights or security of the Noteholders.

                Section 3.06 Procedures for Transfer of Funds. In any instance
where this Indenture requires a transfer of funds or money from one Account to
another, a transfer of ownership in investments or an undivided interest therein
may be made in any manner agreeable to the Issuer and the Indenture Trustee, and
in the calculation of the amount transferred, interest on the investment that
has or will accrue before the date the money is needed in the Account to which
the transfer is made shall not be taken into account or considered as money on
hand at the time of such transfer.

                Section 3.07 Additional Covenants with Respect to the Act. The
Issuer covenants that (i) so long as any of the Financed Student Loans were
originated under the Act, it will cause the Indenture Trustee to be, or replace
the Indenture Trustee with, an Eligible Lender under the Act, (ii) all Student
Loans originated under the Act that it acquires shall be acquired from, and it
shall cause such Student Loans to be held by, only an Eligible Lender, and (iii)
it will not dispose of or deliver any Student Loan originated under the Act or
any security interest in any such Student Loans to any party who is not an
Eligible Lender so long as the Act or Regulations adopted thereunder require an
Eligible Lender to be the owner or holder of Student Loans originated under the
Act; provided, however, that nothing above shall prevent the Issuer from
delivering Student Loans originated under the Act to the Master Servicer, any
Subservicer or

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<PAGE>

Guaranty Agency. The Noteholders shall not in any circumstances be deemed to be
the owner or holder of Student Loans originated under the Act.

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

                (a)     the Issuer, or its designated agent, shall be
responsible for dealing with the Secretary with respect to the rights, benefits
and obligations under the Certificates of Insurance and the Contract of
Insurance, and the Issuer shall be responsible for dealing with the Guarantee
Agencies with respect to the rights, benefits and obligations under the
Guarantee Agreements with respect to Guaranteed Student Loans;

                (b)     the Issuer, or its designated agent, shall cause to be
diligently enforced, and shall cause to be taken all reasonable steps, actions
and proceedings necessary or appropriate for the enforcement of all terms,
covenants and conditions of all Financed Student Loans and agreements in
connection therewith, including the prompt payment of all principal and interest
payments and all other amounts due thereunder;

                (c)     the Issuer, or its designated agent, shall cause the
Financed Student Loans to be serviced by entering into the Master Servicing
Agreement or other agreement with the Master Servicer for the collection of
payments made for, and the administration of the accounts of, the Financed
Student Loans;

                (d)     the Issuer, or its designated agent, shall comply, and
shall cause all of its officers, directors, employees and agents to comply, with
the provisions of the Act and any regulations or rulings thereunder, with
respect to Financed Student Loans that were originated under the Act; and

                (e)     the Issuer, or its designated agent, shall cause the
benefits of the Guarantee Agreements, the Interest Subsidy Payments and the
Special Allowance Payments to flow to the Indenture Trustee. The Indenture
Trustee shall have no liability for actions taken at the direction of the
Issuer, except for negligence or willful misconduct in the performance of its
express duties hereunder. The Indenture Trustee shall have no obligation to
administer, service or collect the Financed Student Loans or to maintain or
monitor the administration, servicing or collection of the Financed Student
Loans.

                The Indenture Trustee shall not be deemed to be the designated
agent of the Issuer for the purposes of this Section 3.07 unless it has agreed
in writing to be such agent.

                Section 3.08 Financed Student Loans; Collections Thereof;
Assignment Thereof. The Issuer, through the Master Servicer, shall diligently
collect all principal and interest payments on all Financed Student Loans, and
all Interest Benefit Payments, insurance, guarantee and default claims and
Special Allowance Payments that relate to such Financed Student Loans. The
Issuer shall cause the filing and assignment of such claims (prior to the timely
filing deadline for such claims under the Regulations, if applicable) by the
Master Servicer. The Issuer will comply with the Act and Regulations that apply
to the Program and to such Financed Student Loans.

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<PAGE>

                Section 3.09 Opinions as to the Trust Estate.

                (a)     On the Closing Date, the Issuer shall furnish to the
Indenture Trustee and any Counterparties 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 and any other requisite documents,
and with respect to the 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 March 31, in each calendar year, beginning
in 2004, the Issuer shall furnish to the Indenture Trustee and any
Counterparties 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 Supplemental Indentures and any
other requisite documents and with respect to the filing of any financing
statements and continuation statements as are 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 Supplemental Indentures and any other requisite documents and the
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 March 31 of the following calendar year.

                Section 3.10 Appointment of Agents, Etc. The Issuer shall employ
and appoint all employees, agents, consultants and attorneys that it may
consider necessary.

                Section 3.11 Capacity to Sue. The Issuer shall have the power
and capacity to sue and to be sued on matters arising out of or relating to the
financing of the Financed Student Loans.

                Section 3.12 Continued Existence; Successor to Issuer. The
Issuer agrees that it will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights and franchises
as a Delaware statutory trust, except as otherwise permitted by this Section
3.12. The Issuer further agrees that it will not (a) sell, transfer or otherwise
dispose of all or substantially all of its assets (except Financed Student Loans
if such sale, transfer or disposition will discharge this Indenture in
accordance with Article IX); (b) consolidate with or merge into another entity;
or (c) permit one or more other corporations or entities to consolidate with or
merge into it. The preceding restrictions in (a), (b) and (c) shall not apply to
a transaction if (x) the transferee or the surviving or resulting corporation or
entity, if other than the Issuer, by proper written instrument for the benefit
of the Indenture Trustee, irrevocably and unconditionally assumes the obligation
to perform and observe the agreements and obligations of the Issuer under this
Indenture, and (y) the Issuer has received a Rating Confirmation regarding such
transaction.

                                       18

<PAGE>

                If a transfer is made as provided in this Section 3.12, the
provisions of this Section 3.12 shall continue in full force and effect and no
further transfer shall be made except in compliance with the provisions of this
Section 3.12.

                Section 3.13 Amendment of Transfer and Sale Agreements. The
Issuer shall notify the Indenture Trustee in writing of any proposed amendments
to the Transfer and Sale Agreements. No such amendment shall become effective
unless and until the Indenture Trustee consents thereto in writing. The consent
of the Indenture Trustee shall not be unreasonably withheld and shall not be
withheld if the Indenture Trustee receives an Opinion of Counsel acceptable to
it that such an amendment is required by the Act and is not materially
prejudicial to the Noteholders. Notwithstanding the foregoing, however, the
Indenture Trustee shall consent to any amendment from time to time so long as it
is not materially prejudicial to the interests of the Noteholders, and the
Indenture Trustee may rely on an Opinion of Counsel to such effect. The
Indenture Trustee shall not be required to execute any amendment that affects
its rights, duties, immunities or indemnities.

                Section 3.14 Representations; Negative Covenants.

                (a)     The Issuer hereby makes the following representations
and warranties to the Indenture Trustee on which the Indenture Trustee relies in
authenticating the Notes and on which the Noteholders have relied in purchasing
the Notes. Such representations and warranties shall survive the grant of the
Trust Estate to the Indenture Trustee pursuant to this Indenture.

                (i)     Organization and Good Standing. The Issuer is duly
        formed and validly existing under the laws of Delaware, and has the
        power to own its assets and to transact the business in which it
        presently engages.

                (ii)    Due Qualification. The Issuer is duly qualified to do
        business and is in good standing, and has obtained all material
        necessary licenses and approvals, in all jurisdictions where the failure
        to be so qualified, have such good standing or have such licenses or
        approvals would have a material adverse effect on the Issuer's business
        and operations or in which the actions as required by this Indenture
        require or will require such qualification.

                (iii)   Authorization. The Issuer has the power, authority and
        legal right to execute, deliver and perform this Indenture and to grant
        the Trust Estate to the Indenture Trustee, and the execution, delivery
        and performance of this Indenture and grant of the Trust Estate to the
        Indenture Trustee have been duly authorized by the Issuer.

                (iv)    Binding Obligation. This Indenture, assuming due
        authorization, execution and delivery by the Indenture Trustee,
        constitutes a legal, valid and binding obligation of the Issuer
        enforceable against the Issuer in accordance with its terms, except that
        (A) such enforcement may be subject to bankruptcy, insolvency,
        reorganization, moratorium or other similar laws (whether statutory,
        regulatory or decisional) now or hereafter in effect relating to
        creditors' rights generally and (B) the remedy of specific performance
        and injunctive and other forms of equitable relief may be subject to
        certain

                                       19

<PAGE>

        equitable defenses and to the discretion of the court before which any
        proceeding therefor may be brought, whether a proceeding at law or in
        equity.

                (v)     No Violation. The consummation of the transactions
        contemplated by this Indenture and the fulfillment of the terms hereof
        does not conflict with, result in any breach of any of the terms and
        provisions of or constitute (with or without notice, lapse of time or
        both) a default under the organizational documents of the Issuer, or any
        material indenture, agreement, mortgage, deed of trust or other
        instrument to which the Issuer is a party or by which it is bound, or
        result in the creation or imposition of any lien upon any of its
        material properties pursuant to the terms of any such indenture,
        agreement, mortgage, deed of trust or other instrument, other than this
        Indenture, nor violate any law or any order, rule or regulation
        applicable to the Issuer of any court or of any federal or state
        regulatory body, administrative agency, or other governmental
        instrumentality having jurisdiction over the Issuer or any of its
        properties.

                (vi)    No Proceedings. There are no proceedings, injunctions,
        writs, restraining orders or investigations to which the Issuer or any
        of its affiliates is a party pending, or, to the best of the Issuer's
        knowledge, threatened, before any court, regulatory body, administrative
        agency, or other tribunal or governmental instrumentality (A) asserting
        the invalidity of this Indenture, (B) seeking to prevent the issuance of
        any Notes or the consummation of any of the transactions contemplated by
        this Indenture or (C) seeking any determination or ruling that might
        materially and adversely affect the performance by the Issuer of its
        obligations under, or the validity or enforceability of this Indenture.

                (vii)   Approvals. All approvals, authorizations, consents,
        orders or other actions of any Person, or of any court, governmental
        agency or body or official, required on the part of the Issuer in
        connection with the execution and delivery of this Indenture have been
        taken or obtained on or prior to the Closing Date.

                (viii)  Place of Business. The Issuer's place of business and
        office is located at the Corporate Trust Office of the Co-Owner Trustee.

                (ix)    Taxes. The Issuer has filed (or caused to be filed) all
        federal, state, county, local and foreign income, franchise and other
        tax returns required to be filed by it through the date hereof, and has
        paid all taxes reflected as due thereon. There is no pending dispute
        with any taxing authority that, if determined adversely to the Issuer,
        would result in the assertion by any taxing authority of any material
        tax deficiency, and the Issuer has no knowledge of a proposed liability
        for any tax year to be imposed upon its properties or assets for which
        there is not an adequate reserve reflected in its current financial
        statements.

                (x)     Legal Name. The legal name of the Issuer is "Education
        Funding Capital Trust-II" and has not changed since its formation. The
        Issuer has no tradenames, fictitious names, assumed names or "dba's"
        under which it conducts its business and has made no filing in respect
        of any such name.

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<PAGE>

                (xi)    Business Purpose. The Issuer has acquired the Financed
        Student Loans conveyed to it under the Depositor Transfer and Sale
        Agreement for a bona fide business purpose and has undertaken the
        transactions contemplated herein as principal rather than as an agent of
        any other Person. The Issuer has adopted and operated consistently with
        all formalities with respect to its operations and has engaged in no
        other activities other than those specified in this Indenture and the
        Depositor Transfer and Sale Agreement and in accordance with the
        transactions contemplated herein and therein.

                (xii)   Compliance With Laws. The Issuer is in compliance with
        all applicable laws and regulations with respect to the conduct of its
        business and has obtained and maintains all permits, licenses and other
        approvals as are necessary for the conduct of its operations.

                (xiii)  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 Trust Estate pursuant to this Indenture. At the time of
        each such grant: (A) the Issuer granted the Trust Estate to the
        Indenture Trustee without any intent to hinder, delay, or defraud any
        current or future creditor of the Issuer; (B) the Issuer was not
        insolvent and did not become insolvent as a result of any such grant;
        (C) the Issuer was not engaged and was not about to engage in any
        business or transaction for which any property remaining with it was an
        unreasonably small capital or for which the remaining assets of it are
        unreasonably small in relation to its business or the transaction; (D)
        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 (E) the consideration received by the
        Issuer for the grant of the Trust Estate was reasonably equivalent to
        the value of the related grant.

                (xiv)   No Management of Affairs of Depositor. The Issuer is not
        and will not be involved in the day-to-day management of the Depositor.

                (xv)    Ability to Perform. There has been no material
        impairment in the ability of the Issuer to perform its obligations under
        this Indenture.

                (xvi)   Financial Condition. No material adverse change has
        occurred in the Issuer's financial status since the date of its
        formation.

                (xvii)  Event of Default. No Event of Default has occurred and
        no event has occurred that, with the giving of notice, the passage of
        time, or both, would become an Event of Default.

                (xviii) Acquisition of Financed Student Loans Legal. The Issuer
        has complied with all applicable federal, state and local laws and
        regulations in connection with its acquisition of the Financed Student
        Loans from the Depositor.

                (xix)   No Material Misstatements or Omissions. No information,
        certificate of an officer, statement furnished in writing or report
        delivered to the Indenture Trustee, the Master Servicer or any
        Noteholder by the Issuer contains any untrue statement of a

                                       21

<PAGE>

        material fact or omits a material fact necessary to make such
        information, certificate, statement or report not misleading.

                (b)     The Issuer will not:

                (i)     sell, transfer, exchange or otherwise dispose of any
        portion of the Trust Estate except as expressly permitted by this
        Indenture;

                (ii)    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 Trust Estate;

                (iii)   except as otherwise provided herein, dissolve or
        liquidate in whole or in part, except with the prior written consent of
        the Indenture Trustee, and to the extent Notes remain Outstanding,
        approval of the Noteholders and a Rating Confirmation;

                (iv)    permit the validity or effectiveness of this Indenture,
        any Supplemental 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;

                (v)     except as otherwise provided herein, permit any lien,
        charge, 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 Trust Estate or any part thereof or any interest
        therein or the proceeds thereof;

                (vi)    permit the lien of this Indenture not to constitute a
        valid first priority, perfected security interest in the Trust Estate;

                (vii)   incur or assume any indebtedness or guarantee any
        indebtedness of any Person whether secured by any Financed Student Loans
        under this Indenture or otherwise, except for such obligations as may be
        incurred by the Issuer in connection with the issuance of the Notes
        pursuant to this Indenture and unsecured trade payables in the ordinary
        course of its business;

                (viii)  operate such that it would be consolidated with any
        affiliate and its separate existence disregarded in any federal or state
        proceeding;

                (ix)    act as agent of the Depositor or allow the Depositor to
        act as its agent;

                (x)     allow the Depositor or any other affiliate to pay its
        expenses, guarantee its obligations or advance funds to it for payment
        of expenses; or

                (xi)    consent to the appointment of a conservator or receiver
        or liquidator in any insolvency, readjustment of debt, marshalling of
        assets and liabilities, voluntary liquidation or similar proceedings of
        or relating to the Issuer or of or relating to all or substantially all
        of its property, or admit in writing its inability to pay its debts
        generally

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<PAGE>

        as they become due, file a petition to take advantage of any applicable
        insolvency, bankruptcy or reorganization statute, make an assignment for
        the benefit of its creditors or voluntarily suspend payment of its
        obligations.

                (c)     The Issuer makes the following representations and
warranties as to the Trust Estate granted to the Indenture Trustee hereunder on
which the Indenture Trustee relies in accepting the Trust Estate. Such
representations and warranties shall survive the grant of the Trust Estate to
the Indenture Trustee pursuant to this Indenture.

                (i)     Financed Student Loans. Notwithstanding the definition
        of "Student Loans" herein, the Issuer covenants not to acquire Student
        Loans delinquent by more than 90 days.

                (ii)    Schedule of Financed Student Loans. The information set
        forth in the Schedule of Financed Student Loans is true and correct in
        all material respects as of the opening of business on the Closing Date.

                (iii)   Grant. It is the intention of the Issuer that the
        transfer herein contemplated constitutes a grant of the Financed Student
        Loans to the Indenture Trustee.

                (iv)    All Filings Made. All filings (including, without
        limitation, UCC filings) necessary in any jurisdiction to give the
        Indenture Trustee a first priority perfected ownership and security
        interest in the Trust Estate, including the Financed Student Loans, have
        been made no later than the Closing Date and copies of the file-stamped
        financing statements shall be delivered to the Indenture Trustee within
        5 Business Days of receipt by the Issuer or its agent from the
        appropriate secretary of state. The Issuer has not caused, suffered or
        permitted any lien, pledges, offsets, defenses, claims, counterclaims,
        charges or security interest with respect to the promissory notes
        relating to the Financed Student Loans (other than the security interest
        created in favor of the Indenture Trustee) to be created.

                (v)     Transfer Not Subject to Bulk Transfer Act. Each grant of
        the Financed Student Loans by the Issuer pursuant to this Indenture is
        not subject to the bulk transfer act or any similar statutory provisions
        in effect in any applicable jurisdiction.

                (vi)    No Transfer Taxes Due. Each grant of the Financed
        Student Loans (including all payments due or to become due thereunder)
        by the Issuer pursuant to this Indenture is not subject to and will not
        result in any tax, fee or governmental charge payable by the Issuer or
        the Depositor to any federal, state or local government.

                Section 3.15 Additional 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
Transfer and Sale Agreements and in connection with the issuance of the Notes.

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<PAGE>

                (b)     The Issuer shall not consolidate or merge with or into
any other entity or convey or transfer its properties and assets substantially
as an entirety to any entity except as otherwise provided herein.

                (c)     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.

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

                (e)     The Issuer shall act solely in its own name and through
its duly Authorized Officers 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 of
Delaware at such place or places as may be designated from time to time by 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 3.15 without (i) the prior written consent
of the Indenture Trustee and (ii) a Rating Confirmation (a copy of which shall
be provided to the Indenture Trustee).

                (i)     The Issuer shall not amend the Trust Agreement without
first obtaining the prior written consent of each Rating Agency.

                (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 the Depositor or any affiliate thereof, and funds or other
assets of the Issuer will not be commingled with those of the Depositor or any
other affiliate thereof. The Issuer shall not maintain joint bank accounts or
other depository accounts to which the Depositor or any other affiliate has
independent access. None of the Issuer's funds will at any time be pooled with
any funds of the Depositor or any other affiliate.

                (l)     The Issuer will maintain an arm's length relationship
with the Depositor (and any affiliate). Any Person that renders or otherwise
furnishes services to the Issuer will be compensated by the Issuer at market
rates for such services except as otherwise provided in this Indenture. Except
as contemplated in this Indenture, the Transfer and Sale Agreements, the

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<PAGE>

Issuer will not hold itself out to be responsible for the debts of the Depositor
or the decisions or actions respecting the daily business and affairs of the
Depositor.

                Section 3.16 Providing of Notice. The Issuer, upon learning of
any failure on its part to observe or perform in any material respect any
covenant, representation or warranty of the Issuer set forth in this Indenture
or the Depositor Transfer and Sale Agreement, or of any failure on the part of
the Depositor to observe or perform in any material respect any covenant,
representation or warranty of the Depositor set forth in the Transfer and Sale
Agreements, shall promptly notify the Indenture Trustee, the Master Servicer and
each Rating Agency of such failure.

                Section 3.17 Reports by Issuer. The Issuer shall:

                (a)     file with the Indenture Trustee, within 15 days after
the Issuer is required to file the same with the Commission, 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 Commission may from time to time by
rules and regulations prescribe) that the Issuer may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act;

                (b)     file with the Indenture Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports 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 pursuant to clauses (a)
and (b) of this Section 3.17 as may be required by rules and regulations
prescribed from time to time by the Commission.

                Section 3.18 Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, within 120 days after the end of each Fiscal Year, a
brief certificate from an Authorized Officer as to his knowledge of the Issuer's
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 3.18, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                Section 3.19 Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee. The Issuer covenants that if:

                (a)     default is made in the payment of any installment of
interest, if any, on any Notes when such interest becomes due and payable; or

                (b)     default is made in the payment of the principal of and
premium, if any, on any Notes at their Maturity,

                                       25

<PAGE>

                then the Issuer will, upon demand of the Indenture Trustee, pay
to the Indenture Trustee, for the benefit of the Noteholders, the whole amount
then due and payable on such Notes for principal and premium, if any, and
interest, with interest upon any overdue principal and premium, if any, and, to
the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest, if any, at the rate or rates borne by or
provided for in such Notes, 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.

                If the Issuer fails to pay such amounts forthwith upon such
demand, the Indenture Trustee, in its own name and as Indenture Trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Issuer or any other obligor upon
such Notes of such Series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Issuer or any
other obligor upon such Notes, wherever situated.

                If an Event of Default with respect to Notes occurs and is
continuing of which a Responsible Officer has actual knowledge, the Indenture
Trustee may, after being indemnified to its satisfaction and in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders by
such appropriate judicial proceedings as the Indenture Trustee shall deem
appropriate 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.

                Section 3.20 Representations of the Issuer Regarding the
Indenture Trustee's Security Interest. The Issuer hereby represents and warrants
for the benefit of the Indenture Trustee and the Noteholders as follows:

                (a)     This Indenture creates a valid and continuing security
interest (as defined in the applicable UCC in effect in the State of Delaware)
in the Financed Student Loans 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 Issuer.

                (b)     The Financed Student Loans constitute either "general
intangibles" or "instruments" within the meaning of the applicable UCC.

                (c)     The Issuer owns and has good and marketable title to the
Financed Student Loans free and clear of any lien, charge, security interest,
mortgage or other encumbrance, claim or encumbrance of any Person.

                (d)     The Issuer has caused or will have caused, within 10
days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect
the security interest in the Financed Student Loans granted to the Indenture
Trustee hereunder.

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<PAGE>

                (e)     All executed copies of each promissory note that
constitute or evidence the Financed Student Loans have been delivered to either
the Indenture Trustee or the Custodian.

                (f)     The Issuer has received a written acknowledgment from
each Custodian that such Custodian is holding the promissory notes that
constitute or evidence the Financed Student Loans solely on behalf and for the
benefit of the Indenture Trustee.

                (g)     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; 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 other than any financing
statement relating to the security interest granted to the Indenture Trustee
hereunder or that has been terminated; and the Issuer is not aware of any
judgment or tax lien filings against Issuer.

                The representations and warranties set forth in this Section
3.20 shall survive the termination of this Indenture. The Indenture Trustee
shall not waive any of the representations and warranties set forth in this
Section 3.20.

                Section 3.21 Covenants of the Issuer Regarding the Indenture
Trustee's Security Interest. The Issuer hereby covenants for the benefit of the
Indenture Trustee and the Noteholders that the Issuer shall take all steps
necessary, and shall cause the Master Servicers to take all steps necessary and
appropriate, to maintain the perfection and priority of the Indenture Trustee's
security interest in the Financed Student Loans.

                Section 3.22 Certain Tax Forms and Treatment.

                (a)     Each Noteholder and any beneficial owner of a Note, if
required by law, shall timely furnish the Issuer or its agents any U.S. federal
income tax form or certification (such as IRS Form W-8BEN (Certification of
Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign
Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for
Taxpayer Identification Number and Certification), or IRS Form W-8ECI
(Certification of Foreign Person's Claim for Exemption from Withholding on
Income Effectively Connected with Conduct of a U.S. Trade or Business) or any
successors to such IRS forms) that the Issuer or its agents may reasonably
request and shall update or replace such form or certification in accordance
with its terms or its subsequent amendments. The Noteholder understands that the
Issuer may require certification acceptable to it (a) to permit the Issuer to
make payments to it without, or at a reduced rate of, withholding or (b) to
enable the Issuer to qualify for a reduced rate of withholding or back-up
withholding in any jurisdiction from or through which the Issuer receives
payments on its assets. The Noteholder agrees to provide any such certification
that is requested by the Issuer.

                (b)     The Issuer, the Co-Owner Trustee, the Depositor, the
Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness
for U.S. federal, state and local income and franchise tax purposes and further
agree not to take any action inconsistent with such treatment, unless required
by law.

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                (c)     None of the Issuer, the Depositor, or the Indenture
Trustee shall cause the Issuer to be treated as a separate entity that is an
association taxable as a corporation for U.S. federal income tax purposes.

                (d)     The Administrator shall on behalf of the Issuer prepare,
execute and timely file (or cause to be prepared, appropriately executed and
timely filed) all federal, state and local tax and information returns, reports,
information, statements and schedules required to be filed by or in respect of
the Issuer, in accordance with this Indenture and as may be required under
applicable tax laws.

                (e)     The Issuer intends to treat the transactions
contemplated by the Depositor Transfer and Sale Agreement as an absolute
transfer, and not a pledge, of the Financed Student Loans from the Depositor for
financial accounting purposes. The Issuer and the Depositor intend to treat the
Notes as indebtedness of the Depositor (or, if both the Issuer and the Depositor
are "disregarded entities," of the sole owner of the Depositor) and the Issuer
assets as assets owned by the Depositor (or, if both the Issuer and the
Depositor are "disregarded entities," of the sole owner of the Depositor) for
U.S. federal income tax purposes.

                                   ARTICLE IV

                                    ACCOUNTS

                Section 4.01 Creation and Continuation of Trust Accounts and
Accounts. There are hereby created and established the following Accounts
(collectively, the "Trust Accounts"), which shall be held and maintained as
trust accounts by the Indenture Trustee in its corporate trust department for
the benefit of the Noteholders:

                (i)     Acquisition Account;

                (ii)    Collection Account;

                (iii)   Distribution Account;

                (iv)    Reserve Account; and

                (v)     Capitalized Interest Account.

                The Indenture Trustee is hereby authorized for the purpose of
facilitating the administration of the Trust Estate and for the administration
of the Notes to create further Accounts or to create Subaccounts in any of the
various Accounts established hereunder that are deemed necessary or desirable.

                Section 4.02 Acquisition Account. There shall be deposited into
the Acquisition Account moneys from proceeds of the Notes. Financed Student
Loans shall be held by the Indenture Trustee or its agent or bailee and shall be
pledged to the Trust Estate and accounted for as a part of the Acquisition
Account.

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                Moneys on deposit in the Acquisition Account shall be used, upon
Issuer Order, solely to pay costs of issuance of the Notes and, upon receipt by
the Indenture Trustee of a Student Loan Acquisition Certificate, to acquire
Student Loans at a price that would permit the results of the Cash Flows
provided to each Rating Agency on the Closing Date to be sustained as certified
to the Indenture Trustee on each Student Loan Acquisition Certificate; provided
that such price may be increased if Rating Confirmation is obtained, based on
new Cash Flows containing such assumptions as the Issuer shall reasonably
determine.

                No amounts shall be transferred from the Acquisition Account to
acquire or originate Student Loans having characteristics that are materially
and adversely different from the characteristics of the Financed Student Loans
shown in the most recent Cash Flows provided to the Rating Agencies, which
characteristics include but are not limited to loan type, federal benefits,
applicable borrower benefit programs, and provisions and servicing of such
Financed Student Loans required by the Act as amended through the date hereof,
unless the Issuer first obtains a Rating Confirmation. Any such Issuer Order or
Student Loan Acquisition Certificate shall state that such proposed use of
moneys in the Acquisition Account is in compliance with the provisions of this
Indenture.

                Amounts remaining in the Acquisition Account on May 31, 2003,
after giving effect to all withdrawals from the Acquisition Account on or prior
to that date, will be transferred to the Collection Account; provided, however,
the transfer of those amounts may be delayed until a later date if the Issuer
has received a Rating Confirmation with respect to that delay.

                On each Quarterly Distribution Date occurring while any LIBOR
Notes are Outstanding, and thereafter on each Monthly Allocation Date, to the
extent amounts on deposit in the Distribution Account and allocated to the
payment of interest on the Notes, amounts on deposit in the Collection Account
representing interest receipts on the Financed Student Loans, and amounts on
deposit in the Capitalized Interest Account are insufficient to make the
transfers required by clauses (i) and (ii) of each of Sections 4.03(d) and
4.03(e), or if on the Stated Maturity of any Series of Notes, amounts on deposit
in the Distribution Account and allocated to the payment of principal on that
Series of Notes and amounts on deposit in the Collection Account are
insufficient to make the required principal distributions to the Noteholders of
that Series of Notes, to the extent of moneys in the Acquisition Account the
amount of such deficiency shall be paid from the Acquisition Account before
applying to that payment any amounts on deposit in the Reserve Account pursuant
to Section 4.05(a).

                Amounts on deposit in the Acquisition Account may be used to pay
principal on a Note only on its Stated Maturity.

                Although the Issuer will be the beneficial owner of Financed
Student Loans that were originated under the Act and the Noteholders will have a
security interest therein, it is understood and agreed that the Trust Eligible
Lender Trustee will be the legal owner thereof and the Indenture Trustee will
have a security interest in such Financed Student Loans for and on behalf of the
Noteholders. The notes representing Financed Student Loans that were originated
under the Act will be held in the name of the Trust Eligible Lender Trustee for
the account of the Issuer, for the benefit of the Noteholders.

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                Section 4.03 Collection Account.

                (a)     The Indenture Trustee shall deposit into the Collection
Account all Revenues derived from Financed Student Loans, all other Revenue
derived from moneys or assets on deposit in the Acquisition Account, the
Distribution Account, the Capitalized Interest Account and the Reserve Account,
all Counterparty Derivative Payments, moneys transferred from the Acquisition
Account or Capitalized Interest Account as provided herein, and any other
amounts to be deposited therein pursuant to and upon receipt of an Issuer Order.

                (b)     On or prior to the 15th Business Day of each month, the
Indenture Trustee shall make the following allocations with funds on deposit in
the Collection Account:

                (i)     first, deposit into the Distribution Account for the
                        Secretary, an amount equal to the monthly rebate fee
                        expected to be payable to the Secretary from the 15th
                        day of the current calendar month to the 14th day of the
                        subsequent calendar month plus previously accrued and
                        unpaid or set aside amounts;

                (ii)    second, deposit into the Distribution Account for each
                        Subservicer, pro rata, an amount equal to their fees
                        expected to be payable from the 15th day of the current
                        calendar month to the 14th day of the subsequent
                        calendar month plus previously accrued and unpaid or set
                        aside amounts;

                (iii)   third, deposit into the Distribution Account for the
                        Indenture Trustee, the Trust Eligible Lender Trustee,
                        and the Owner Trustee, pro rata, an amount equal to
                        their fees expected to be payable from the 15th day of
                        the current calendar month to the 14th day of the
                        subsequent calendar month plus previously accrued and
                        unpaid or set aside amounts;

                (iv)    fourth, deposit into the Distribution Account, pro rata,
                        for the Auction Agent, the Broker-Dealers, the Market
                        Agent and the Calculation Agent, an amount equal to
                        their fees expected to be payable from the 15th day of
                        the current calendar month to the 14th day of the
                        subsequent calendar month plus previously accrued and
                        unpaid or set aside amounts;

                (v)     fifth, deposit into the Distribution Account for the
                        Master Servicer and Administrator, pro rata, the amounts
                        of the Master Servicing Fee and Administration Fee
                        expected to be payable from the 15th day of the current
                        calendar month to the 14th day of the subsequent
                        calendar month plus previously accrued and unpaid or set
                        aside amounts;

                (vi)    sixth, deposit into the Distribution Account, pro rata,
                        for each Series of Class A Notes an amount equal to the
                        sum of (i) the interest expected to accrue on the Class
                        A Notes from the 15th day of the current calendar month
                        to the 14th day of the subsequent calendar month plus
                        previously accrued and unpaid or set aside amounts, and
                        (ii) the amount expected to be payable as Scheduled
                        Issuer Derivative Payments and Specified Issuer

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                        Termination Payments under Derivative Products secured
                        on a parity with the Class A Notes; and

                (vii)   seventh, deposit into the Distribution Account for the
                        Class B Notes an amount equal to the sum of (i) the
                        interest expected to accrue on the Class B Notes from
                        the 15th day of the current calendar month to the 14th
                        day of the subsequent calendar month plus previously
                        accrued and unpaid or set aside amounts, and (ii) the
                        amount expected to be payable as Scheduled Issuer
                        Derivative Payments and Specified Issuer Termination
                        Payments under Derivative Products secured on a parity
                        with the Class B Notes.

                (c)     On each Monthly Expense Payment Date, the Indenture
Trustee shall pay the following fees from amounts on deposit in the Distribution
Account and allocated to the payment of those fees, and to the extent of any
insufficiency, from amounts on deposit in the Collection Account: (i) the
monthly rebate fee payable to the Secretary, (ii) pro rata, the fees of each
Subservicer, (iii) pro rata, the fees of the Indenture Trustee, the Trust
Eligible Lender Trustee, and the Owner Trustee, (iv) pro rata, the fees of the
Auction Agent, the Broker-Dealers, the Calculation Agent and the Market Agent,
and (v) pro rata, the Master Servicing Fee and the Administration Fee; provided,
however, for so long as Education Lending Services, Inc. is the Master Servicer
and the Administrator, the Master Servicing Fee and the Administration Fee shall
be paid only if (x) the Senior Parity Percentage is not less than 103% and the
Parity Percentage is not less than 98%, calculated as of the last day of the
month preceding the month in which the Master Servicing Fee and Administration
Fee is to be paid.

                (d)     On each Quarterly Distribution Date occurring on or
before the date on which no LIBOR Notes remain Outstanding, and thereafter on
each Monthly Allocation Date, the indenture trustee shall make the deposits and
distributions set forth in clauses (i) through (xix) below, and in the case of a
Quarterly Distribution Date or Monthly Allocation Date that is not an Auction
Rate Distribution Date for all Auction Rate Notes, allocations to the
Distribution Account with respect to those Auction Rate Notes (for principal and
Carry-over Amounts), in the amounts and in the order of priority shown in
clauses (i) through (xix) below, except as otherwise provided in Section
1.02(c). These deposits and distributions shall be made from amounts on deposit
in the Distribution Account and allocated to the applicable payment; from and to
the extent of the Available Funds on that Distribution Date after payment of the
fees set forth in 4.03(c); from amounts transferred from the Capitalized
Interest Account through February 28, 2005 with respect to clauses (i) and (ii)
below on that Distribution Date; and from amounts transferred from the Reserve
Account with respect to clauses (i) and (ii) below on that Distribution Date and
with respect to the payment of principal on the Class A Notes and Class B Notes
at their Stated Maturities.

                (i)     Pro rata, based on the aggregate principal balance of
                        the Class A Notes entitled to distributions on this date
                        and on the amount payable as Scheduled Issuer Derivative
                        Payments and Specified Issuer Termination Payments under
                        Derivative Products secured on a parity with those Class
                        A Notes:

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<PAGE>

                        (1)     to the Class A Noteholders, the Class A
                                Noteholders' Interest Distribution Amount, pro
                                rata, based on the amounts payable as Class A
                                Noteholders' Interest Distribution Amount, and

                        (2)     to the Counterparties under Derivative Products
                                secured on a parity with the Class A Notes, the
                                amount payable as Scheduled Issuer Derivative
                                Payments and Specified Issuer Termination
                                Payments under each Derivative Product, pro
                                rata, based on the amounts payable by the Issuer
                                under each Derivative Product;

                (ii)    pro rata, based on the aggregate principal balance of
                        the Class B Notes entitled to distributions on this date
                        and the amount payable as Scheduled Issuer Derivative
                        Payments and Specified Issuer Termination Payments under
                        Derivative Products secured on a parity with those Class
                        B Notes:

                        (1)     to the Class B Noteholders, the Class B
                                Noteholders' Interest Distribution Amount, pro
                                rata, based on the amounts payable as Class B
                                Noteholders' Interest Distribution Amount, and

                        (2)     to the Counterparties under Derivative Products
                                secured on a parity with the Class B Notes, the
                                amount payable as Scheduled Issuer Derivative
                                Payments and Specified Issuer Termination
                                Payments under each Derivative Product, pro
                                rata, based on the amounts payable by the Issuer
                                under each Derivative Product;

                (iii)   to the Series A-1 Noteholders until paid in full, the
                        Class A Noteholders' Principal Distribution Amount;

                (iv)    after the Series A-1 Notes have been paid in full, to
                        the Series A-2 Noteholders until paid in full, the Class
                        A Noteholders' Principal Distribution Amount;

                (v)     after the Series A-2 Notes have been paid in full, to
                        the Series A-3 Noteholders until paid in full, the Class
                        A Noteholders' Principal Distribution Amount;

                (vi)    after the Series A-3 Notes have been paid in full, to
                        the Class B Noteholders, subject to Section 1.02(c), the
                        Class B Noteholders' Principal Distribution Amount, and
                        to the Series A-4 Noteholders until paid in full, the
                        Class A Noteholders' Principal Distribution Amount;

                (vii)   after the Series A-4 Notes have been paid in full, to
                        the Class B Noteholders, subject to Section 1.02(c), the
                        Class B Noteholders' Principal Distribution Amount, and
                        to the Series A-5 Noteholders until paid in full, the
                        Class A Noteholders' Principal Distribution Amount;

                (viii)  after the Series A-5 Notes have been paid in full, to
                        the Class B Noteholders, subject to Section 1.02(c), the
                        Class B Noteholders' Principal

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<PAGE>

                        Distribution Amount, and to the Series A-6 Noteholders
                        until paid in full, the Class A Noteholders' Principal
                        Distribution Amount;

                (ix)    after the Series A-6 Notes have been paid in full, to
                        the Class B Noteholders, subject to Section 1.02(c), the
                        Class B Noteholders' Principal Distribution Amount, and
                        to the Series A-7 Noteholders until paid in full, the
                        Class A Noteholders' Principal Distribution Amount;

                (x)     after the Series A-7 Notes have been paid in full, to
                        the Class B Noteholders, subject to Section 1.02(c), the
                        Class B Noteholders' Principal Distribution Amount, and
                        to the Series A-8 Noteholders until paid in full, the
                        Class A Noteholders' Principal Distribution Amount;

                (xi)    after all of the Class A Notes have been paid in full,
                        to the Class B Noteholders until paid in full, the Class
                        B Noteholders' Principal Distribution Amount;

                (xii)   to the Reserve Account, the amount, if any, necessary to
                        reinstate the balance of the Reserve Account to the
                        Reserve Account Requirement;

                (xiii)  if the Parity Percentage is not equal to at least the
                        Required Parity Percentage or the Senior Parity
                        Percentage is not equal to at least the Required Senior
                        Parity Percentage, to the Distribution Account to pay
                        principal on the Class A Notes on their next respective
                        Distribution Dates, in the order and priority described
                        in Section 1.02(b), the least amount required to
                        increase the Parity Percentage to at least the Required
                        Parity Percentage and the Senior Parity Percentage to at
                        least the Required Senior Parity Percentage, with those
                        percentages computed assuming that immediately prior to
                        the computation, the required payments of principal were
                        actually made on the Class A Notes;

                (xiv)   if the Parity Percentage is not equal to at least the
                        Required Parity Percentage, to the Distribution Account
                        to pay principal on the Class B Notes on their next
                        Distribution Date, the least amount required to increase
                        the Parity Percentage to at least the Required Parity
                        Percentage, with that percentage computed assuming that
                        immediately prior to the computation, the required
                        payments of principal were actually made on the Class B
                        Notes;

                (xv)    to the Distribution Account to be paid on the next
                        respective Distribution Dates for the Class A Auction
                        Rate Notes, pro rata, any Class A Carry-over Amounts;

                (xvi)   to the Distribution Account to be paid on the next
                        respective Distribution Dates for the Class B Auction
                        Rate Notes, any Class B Carry-over Amounts;

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<PAGE>

                (xvii)  pro rata, based on the amount of any Other Issuer
                        Termination Payments due pursuant to this clause, to the
                        Counterparties under each Derivative Product secured on
                        a parity with the Class A Notes, the amount of any Other
                        Issuer Termination Payments due and payable;

                (xviii) pro rata, based on the amount of any Other Issuer
                        Termination Payments due pursuant to this clause, to the
                        Counterparties under each Derivative Product secured on
                        a parity with the Class B Notes, the amount of any Other
                        Issuer Termination Payments due and payable; and

                (xix)   to the Co-Owner Trustee for deposit into the Certificate
                        Distribution Account, any remaining amounts after
                        application of the preceding clauses if, and after
                        giving effect to the transfer of any amounts to the
                        Co-Owner Trustee, the Parity Percentage is equal to at
                        least the Required Parity Percentage and the Senior
                        Parity Percentage is equal to at least the Required
                        Senior Parity Percentage; provided, however, that after
                        January 1, 2020, amounts may be transferred to the
                        Co-Owner Trustee pursuant to this clause only if, after
                        giving effect to that transfer, the Value of the Trust
                        Estate is at least $50,000 greater than the Value
                        thereof required to cause both the Parity Percentage to
                        equal or exceed the Required Parity Percentage and the
                        Senior Parity Percentage to equal or exceed the Required
                        Senior Parity Percentage.

                On each Quarterly Distribution Date that is not an Auction Rate
Distribution Date, in lieu of making payments on that date of principal and
Carry-over Amounts to the Auction Rate Notes that do not have a Distribution
Date on such Quarterly Distribution Date, these amounts shall be deposited into
the Distribution Account.

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<PAGE>

                (e)     On each Auction Rate Distribution Date that is not a
Quarterly Distribution Date or Monthly Allocation Date, the Indenture Trustee
shall make the following distributions:

                (i)     first, from amounts deposited in the Distribution
                        Account that were allocated to the Class A Auction Rate
                        Notes with a Distribution Date on this Auction Rate
                        Distribution Date and to Counterparties under Derivative
                        Products secured on a parity with those Class A Auction
                        Rate Notes, and then from amounts on deposit in the
                        Collection Account, pro rata, based on the aggregate
                        principal balance of those Class A Auction Rate Notes
                        and the amount payable as Scheduled Issuer Derivative
                        Payments and Specified Issuer Termination Payments under
                        each Derivative Product secured on a parity with those
                        Class A Auction Rate Notes:

                        (1)     to the Noteholders of those Class A Auction Rate
                                Notes, the Class A Noteholders' Interest
                                Distribution Amount, pro rata, based on the
                                amounts payable as Class A Noteholders' Interest
                                Distribution Amount, and

                        (2)     to the Counterparties under Derivative Products
                                secured on a parity with those Class A Auction
                                Rate Notes, the amount payable as Scheduled
                                Issuer Derivative Payments and Specified Issuer
                                Termination Payments under each Derivative
                                Product, pro rata, based on the amounts payable
                                by the Issuer under each Derivative Product; and

                (ii)    second, from amounts deposited in the Distribution
                        Account that were allocated to the Class B Auction Rate
                        Notes with a Distribution Date on this Auction Rate
                        Distribution Date and to Counterparties under Derivative
                        Products secured on a parity with those Class B Auction
                        Rate Notes, and then from amounts on deposit in the
                        Collection Account, pro rata, based on the aggregate
                        principal balance of those Class B Auction Rate Notes
                        and the amount payable as Scheduled Issuer Derivative
                        Payments and Specified Issuer Termination Payments under
                        each Derivative Product secured on a parity with those
                        Class B Auction Rate Notes:

                        (1)     to the Noteholders of those Class B Auction Rate
                                Notes, the Class B Noteholders' Interest
                                Distribution Amount, pro rata, based on the
                                amounts payable as Class B Noteholders' Interest
                                Distribution Amount, and

                        (2)     to the Counterparties under Derivative Products
                                secured on a parity with those Class B Auction
                                Rate Notes, the amount payable as Scheduled
                                Issuer Derivative Payments and Specified Issuer
                                Termination Payments under each Derivative
                                Product, pro rata,

                                       35

<PAGE>

                                based on the amounts payable by the Issuer under
                                each Derivative Product.

                Amounts on deposit in the Distribution Account with respect to
principal and Carry-over Amounts allocated to the Auction Rate Notes will be
paid on the Auction Rate Notes on their Auction Rate Distribution Dates.

                Notwithstanding the foregoing, in the event the Financed Student
Loans are not sold as described in Section 10.03, on each subsequent
Distribution Date on which the Pool Balance is equal to 10% or less of the
initial Pool Balance, the Indenture Trustee shall distribute as accelerated
payments of principal on the Notes all amounts that would otherwise be paid to
the Co-Owner Trustee for deposit into the Certificate Distribution Account.

                (f)     As long as any Class A Notes remain Outstanding, the
order of payments in subsections (d) and (e) of this Section will be modified
if, after giving effect to the payments on any Distribution Date, a payment
Event of Default has occurred under this Indenture (in which event amounts will
be applied as provided herein with respect to Events of Default).

                In such event, the Class B Notes shall not receive any payments
of interest or principal and Issuer Derivative Payments under Derivative
Products that are secured on a parity with the Class B Notes shall not be made.
Any such deferral of payments on the Class B Notes or of Issuer Derivative
Payments that are secured on a parity with the Class B Notes shall not
constitute an Event of Default under this Indenture.

                Section 4.04 Distribution Account.

                The Indenture Trustee shall deposit into the Distribution
Account all amounts required to be deposited therein pursuant to Section
4.03(b). The Indenture Trustee shall use amounts on deposit in the Distribution
Account to make the distributions pursuant to Sections 4.03(c), (d) and (e).

                Section 4.05 Reserve Account.

                (a)     On each Quarterly Distribution Date occurring while any
LIBOR Notes are Outstanding, and thereafter on each Monthly Allocation Date, to
the extent there are insufficient moneys in the Distribution Account or
Collection Account to make the transfers required by clauses (i) and (ii) of
each of Sections 4.03(d) and 4.03(e), and after the transfer of amounts from the
Capitalized Interest Account as provided in Section 4.07, the amount of such
deficiency shall be paid directly from the Reserve Account.

                (b)     Money in the Reserve Account may be used to pay
principal on a Note only on its Stated Maturity.

                (c)     If the Reserve Account is used for the purposes
described in Section 4.05(a) and (b), the Indenture Trustee shall restore the
Reserve Account to the Reserve Account Requirement by transfers from the
Collection Account on the next Quarterly

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Distribution Date or Monthly Allocation Date, as applicable, pursuant to Section
4.03(d)(xii). If the full amount required to restore the Reserve Account to the
Reserve Account Requirement is not available in the Collection Account on such
next succeeding Quarterly Distribution Date or Monthly Allocation Date, as
applicable, the Indenture Trustee shall continue to transfer funds from the
Collection Account as they become available and in accordance with Section
4.03(d)(xii) until the deficiency in the Reserve Account has been eliminated.

                (d)     On any day that the amount in the Reserve Account
exceeds the Reserve Account Requirement, the Indenture Trustee shall transfer
the excess to the Collection Account.

                (e)     On the date of redemption of all of the Notes, at the
direction of the Issuer, the Indenture Trustee shall transfer all moneys in the
Reserve Account to the Collection Account.

                If at any time the balance in the Reserve Account, together with
other available funds of the Issuer on deposit with the Indenture Trustee, shall
be sufficient to retire all Notes Outstanding, the Issuer shall direct the
Indenture Trustee to apply that balance to retire all Notes Outstanding.

                Section 4.06 Transfers to Co-Owner Trustee. Transfers from the
Collection Account to the Co-Owner Trustee may be made in accordance with
Section 4.03(d)(xix); provided, however, that no transfer of assets to the
Co-Owner Trustee shall be made if there is not on deposit in the Reserve Account
an amount equal to at least the Reserve Account Requirement; and further
provided, that no transfer shall be made to the Co-Owner Trustee unless
immediately after taking into account any such transfer, the Parity Percentage
is at least equal to the Required Parity Percentage and the Senior Parity
Percentage is at least equal to the Required Senior Parity Percentage.

                The amounts so transferred to the Co-Owner Trustee shall be
distributed as provided in the Trust Agreement.

                Section 4.07 Capitalized Interest Account. On each Quarterly
Distribution Date occurring while any LIBOR Notes are Outstanding, and
thereafter on each Monthly Allocation Date, to the extent moneys on deposit in
the Distribution Account allocated to the payment of interest on the Notes and
moneys on deposit in the Collection Account representing interest payments on
the Financed Student Loans are insufficient to make the transfers required by
clauses (i) and (ii) of each of Sections 4.03(d) and 4.03(e), to the extent of
moneys in the Capitalized Interest Account the amount of such deficiency shall
be paid from the Capitalized Interest Account before any amounts on deposit in
the Collection Account representing principal payments on the Financed Student
Loans are used to pay such deficiency and before applying to that payment
amounts on deposit in the Acquisition Account pursuant to Section 4.02 or
amounts on deposit in the Reserve Account pursuant to Section 4.05(a). Amounts
remaining in the Capitalized Interest Account on February 28, 2005, after giving
effect to all withdrawals from the Capitalized Interest Account on or prior to
that date, will be transferred to the Collection Account and, subject to the
Rating Agency Condition, may be transferred to the Collection Account on an
earlier date.

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                Section 4.08 Investment of Funds Held by Indenture Trustee. The
Indenture Trustee shall invest money held for the credit of any Account or
Subaccount held by the Indenture Trustee hereunder as directed in writing by an
Authorized Officer of the Issuer, to the fullest extent practicable and
reasonable, in Eligible Investments that shall mature or be redeemed prior to
the respective dates when the money held for the credit of such Account or
Subaccount will be required for the purposes intended. In the absence of any
such direction and to the extent practicable, the Indenture Trustee shall invest
amounts held hereunder in those Eligible Investments described in clause (a) of
the definition of the Eligible Investments. The Indenture Trustee and the Issuer
hereby agree that unless an Event of Default shall have occurred hereunder, the
Issuer acting by and through an Authorized Officer shall be entitled to, and
shall, provide written direction or oral direction confirmed in writing to the
Indenture Trustee with respect to any discretionary acts required or permitted
of the Indenture Trustee under any Eligible Investments and the Indenture
Trustee shall not take such discretionary acts without such written direction.

                The Eligible Investments purchased with moneys held for the
credit of any Account or Subaccount shall be held by the Indenture Trustee and
shall be deemed at all times to be part of such Account or Subaccount, and the
Indenture Trustee shall inform the Issuer of the details of all such
investments. Upon direction in writing from an Authorized Officer of the Issuer,
the Indenture Trustee shall use its best efforts to sell at the best price
obtainable, or present for redemption, any Eligible Investments purchased by it
as an investment whenever it shall be necessary to provide money to meet any
payment from the applicable Account or Subaccount. The Indenture Trustee shall
advise the Issuer in writing, on or before the 15th day of each calendar month
(or such later date as reasonably consented to by the Issuer), of all
investments held for the credit of each Account and Subaccount in its custody
under the provisions of this Indenture as of the end of the preceding month and
the value thereof, and shall list any investments that were sold or liquidated
for less than their Value at the time thereof.

                Money in any Account or Subaccount constituting a part of the
Trust Estate may be pooled for the purpose of making investments and may be used
to pay accrued interest on Eligible Investments purchased. The Indenture Trustee
and its affiliates may act as principal or agent in the acquisition or
disposition of any Eligible Investments.

                Notwithstanding the foregoing, the Indenture Trustee shall not
be responsible or liable for any losses on investments made by it hereunder or
for keeping all Accounts and Subaccount held by it fully invested at all times,
its only responsibility being to comply with the investment instructions of the
Issuer or its designee in a non-negligent manner. The Indenture Trustee shall
have no liability in respect of losses incurred as a result of liquidation of
any Eligible Investment prior to its stated maturity or failure to provide
timely written directions.

                The Issuer acknowledges that to the extent the regulations of
the Comptroller of the Currency or other applicable regulatory agency grant the
Issuer the right to receive brokerage confirmations of security transactions,
the Issuer waives receipt of such confirmations.

                Section 4.09 Indenture Trustee's Control over the Trust
Accounts. The Indenture Trustee, on behalf of the Noteholders and any
Counterparties, shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds

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thereof (including all income thereon) and all such funds, investments, proceeds
and income shall be part of the Trust Estate. The Trust Accounts shall be under
the sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders and any Counterparties. If, at any time, any of the Trust Accounts
ceases to be an Eligible Deposit Account, the Indenture Trustee agrees, by its
acceptance of the trusts herein created, that it shall within ten (10) Business
Days (or such longer period, not to exceed thirty (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 and any
Counterparties in writing promptly upon any of such Trust Accounts ceasing to be
an Eligible Deposit Account.

                With respect to the Trust Account Property, the Indenture
Trustee agrees, by its acceptance of the trusts herein created, that:

                (a)     any Trust Account Property that is held in deposit
accounts shall be held solely in Eligible Deposit Accounts and 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;

                (b)     any Trust Account Property that constitutes Physical
Property shall be delivered to the Indenture Trustee in accordance with
paragraph (a) of the definition of "Delivery"; any Trust Account Property that
is a book-entry security held through the Federal Reserve System pursuant to
Federal book-entry regulations shall be delivered in accordance with paragraph
(b) of the definition of "Delivery"; and any Trust Account Property that is an
"uncertificated security" under Article VIII of the UCC and that is not governed
by clause (a) above shall be delivered to the Indenture Trustee in accordance
with paragraph (c) of the definition of "Delivery."

                Section 4.10 Release; Sale or Exchange of Financed Student
Loans. The Indenture Trustee shall, upon Issuer Order and subject to the
provisions of this Indenture and the Rating Agency Condition, take all actions
reasonably necessary to effect the release of any Financed Student Loans from
the lien of this Indenture; provided, however, if no LIBOR Notes remain
Outstanding and the release of Financed Student Loans will not cause the Parity
Percentage or the Senior Parity Percentage to fall below the Required Parity
Percentage or the Required Senior Parity Percentage, respectively, then Financed
Student Loans in an aggregate cumulative principal amount not exceeding 5% of
the original principal amount of each Series of Notes may be released from the
lien of this Indenture while such Series of Notes is Outstanding without
satisfying the Rating Agency Condition.

                On or before December 31, 2003, the Issuer may exchange up to
$5,000,000 in aggregate principal balance of Financed Student Loans for Student
Loans with substantially similar characteristics that shall be free and clear of
liens at the time of such exchange.

                Section 4.11 Purchase of Notes. Pursuant to this Indenture, any
amounts held under this Indenture that are available to redeem Notes may instead
be used to purchase Notes

                                       39

<PAGE>

outstanding under this Indenture at the same times and subject to the same
conditions (except as to price) as apply to the redemption of Notes.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

                Section 5.01 Events of Default Defined. For the purpose of this
Indenture, the following events are hereby defined as, and are declared to be,
"Events of Default":

                (a)     default in the due and punctual payment of the principal
of or interest on any of the Class A Notes when due;

                (b)     if no Class A Notes are Outstanding hereunder, default
in the due and punctual payment of the principal of or interest on any of the
Class B Notes when due;

                (c)     default in the performance or observance of any other of
the covenants, agreements, or conditions on the part of the Issuer to be kept,
observed, and performed contained in this Indenture or in the Notes, and
continuation of such default for a period of 90 days after written notice
thereof by the Indenture Trustee to the Issuer; and

                (d)     the occurrence of an Event of Bankruptcy with respect to
the Issuer.

                Failure to pay interest carryover amounts or interest on
interest carryover amounts shall not constitute an Event of Default.

                Any notice herein provided to be given to the Issuer with
respect to any default shall be deemed sufficiently given if sent by registered
mail with postage prepaid to the Person to be notified, addressed to such Person
at the post office address as shown in Section 8.01 or such other address as may
hereafter be given as the principal office of the Issuer in writing to the
Indenture Trustee by an Authorized Officer of the Issuer. The Indenture Trustee
shall give such notice if requested to do so in writing by the Noteholders of at
least a majority of the principal amount of the Highest Priority Obligations at
the time Outstanding ("Noteholder Approval").

                Section 5.02 Remedy on Default; Possession of Trust Estate.
Subject to Section 5.09, upon the happening and continuance of any Event of
Default, the Indenture Trustee personally or by its attorneys or agents may
enter into and upon and take possession of such portion of the Trust Estate as
shall be in the custody of others, and all property comprising the Trust Estate,
and each and every part thereof, and exclude the Issuer and its agents,
servants, and employees wholly therefrom, and have, hold, use, operate, manage,
and control the same and each and every part thereof, and in the name of the
Issuer or otherwise, as they shall deem best, conduct the business thereof and
exercise the privileges pertaining thereto and all the rights and powers of the
Issuer and use all of the then existing Trust Estate for that purpose, and
collect and receive all charges, income and Revenue of the same and of every
part thereof, and after deducting therefrom all expenses incurred hereunder and
all other proper outlays herein authorized, and all payments that may be made as
just and reasonable compensation for its own services, and for the services of
its attorneys, agents, and assistants (and any other amounts due

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<PAGE>

and owing including amounts due and owing to the Owner Trustee and Co-Owner
Trustee), the Indenture Trustee shall apply the rest of the money received by
the Indenture Trustee as follows:

                (a)     if the principal of none of the Obligations shall have
become due, first, to the payment of the interest in default on the Class A
Notes and to the payment of all Scheduled Issuer Derivative Payments and
Specified Issuer Termination Payments then due under Derivative Products secured
on a parity with the Class A Notes, in the order of the maturity of the
installments of such interest and any such Scheduled Issuer Derivative Payments
and Specified Issuer Termination Payments, with interest on the overdue
installments thereof at the same rates, respectively, as were borne by the Class
A Notes on which such interest shall be in default and any such Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments as provided in the
ISDA Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; second, to the payment of the interest in default on the
Class B Notes and to the payment of all Scheduled Issuer Derivative Payments and
Specified Issuer Termination Payments then due under Derivative Products secured
on a parity with the Class B Notes, in the order of the maturity of the
installments of such interest and any such Scheduled Issuer Derivative Payments
and Specified Issuer Termination Payments, with interest on the overdue
installments thereof at the same rates, respectively, as were borne by the Class
B Notes on which such interest shall be in default and any such Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments as provided in the
ISDA Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; third, to the payment of the interest in default on any
other borrowings of the Issuer and to the payment of all Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments then due under
Derivative Products secured on a parity those other borrowings, in the order of
the maturity of the installments of such interest and any such Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments, with interest on
the overdue installments thereof at the same rates, respectively, as were borne
by the other borrowings on which such interest shall be in default and any such
Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments
as provided in the ISDA Master Agreement, such payments to be made ratably to
the parties entitled thereto without discrimination or preference, except as may
be provided in a Supplemental Indenture; fourth, to the payment of all Other
Issuer Derivative Payments then due under Derivative Products secured on a
parity with the Class A Notes, such payments to be made ratably to the parties
entitled thereto without discrimination or preference, except as may be provided
in a Supplemental Indenture; fifth, to the payment of all Other Issuer
Derivative Payments then due under Derivative Products secured on a parity with
the Class B Notes, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; and sixth, to the payment of all Other Issuer Derivative
Payments then due under Derivative Products secured on a parity with any other
borrowings of the Issuer, such payments to be made ratably to the parties
entitled thereto without discrimination or preference, except as may be provided
in a Supplemental Indenture; and

                (b)     if the principal of any of the Obligations shall have
become due by declaration of acceleration or otherwise, first, to the payment of
the interest in default on the Class A Notes and to the payment of all Scheduled
Issuer Derivative Payments and Specified

                                       41

<PAGE>

Issuer Termination Payments then due under Derivative Products secured on a
parity with the Class A Notes, in the order of the maturity of the installments
of such interest and any such Scheduled Issuer Derivative Payments and Specified
Issuer Termination Payments, with interest on the overdue installments thereof
at the same rates, respectively, as were borne by the Class A Notes on which
such interest shall be in default and any such Scheduled Issuer Derivative
Payments and Specified Issuer Termination Payments as provided in the ISDA
Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; second, to the payment of the principal of all Class A
Notes then due and Specified Issuer Termination Payments then due under
Derivative Products secured on a parity with the Class A Notes, such payments to
be made ratably to the parties entitled thereto without discrimination or
preference; third, to the payment of the interest in default on the Class B
Notes and to the payment of all Scheduled Issuer Derivative Payments and
Specified Issuer Termination Payments then due under Derivative Products secured
on a parity with the Class B Notes, in the order of the maturity of the
installments of such interest and any such Scheduled Issuer Derivative Payments
and Specified Issuer Termination Payments, with interest on the overdue
installments thereof at the same rates, respectively, as were borne by the Class
B Notes on which such interest shall be in default and any such Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments as provided in the
ISDA Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; fourth, to the payment of the principal of all Class B
Notes then due and Specified Issuer Termination Payments then due under
Derivative Products secured on a parity with the Class B Notes, such payments to
be made ratably to the parties entitled thereto without discrimination or
preference; fifth, to the payment of the interest in default on any other
borrowings of the Issuer and to the payment of all Scheduled Issuer Derivative
Payments and Specified Issuer Termination Payments then due under Derivative
Products secured on a parity those other borrowings, in the order of the
maturity of the installments of such interest and any such Scheduled Issuer
Derivative Payments and Specified Issuer Termination Payments, with interest on
the overdue installments thereof at the same rates, respectively, as were borne
by the other borrowings on which such interest shall be in default and any such
Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments
as provided in the ISDA Master Agreement, such payments to be made ratably to
the parties entitled thereto without discrimination or preference, except as may
be provided in a Supplemental Indenture; sixth, to the payment of the principal
of all other borrowings of the Issuer, if any, then due and Specified Issuer
Termination Payments then due under Derivative Products secured on a parity
those other borrowings, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, except as may be provided in a
Supplemental Indenture; seventh, to the payment of all Other Issuer Derivative
Payments then due under Derivative Products secured on a parity with the Class A
Notes, such payments to be made ratably to the parties entitled thereto without
discrimination or preference, except as may be provided in a Supplemental
Indenture; eighth, to the payment of all Other Issuer Derivative Payments then
due under Derivative Products secured on a parity with the Class B Notes, such
payments to be made ratably to the parties entitled thereto without
discrimination or preference, except as may be provided in a Supplemental
Indenture; ninth, to the payment of all Other Issuer Derivative Payments then
due under Derivative Products secured on a parity with any other borrowings of
the Issuer, such payments to be made ratably to the parties entitled thereto
without discrimination

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<PAGE>

or preference, except as may be provided in a Supplemental Indenture; and tenth,
to the payment of interest accrued on the Carry-over Amounts of the Class A
Auction Rate Notes, to the payment of Carry-over Amounts of the Class A Auction
Rate Notes, to the payment of interest accrued on the Carry-over Amounts of the
Class B Auction Rate Notes, and to the payment of the Carry-over Amounts of the
Class B Auction Rate Notes, in that order of priority.

                Section 5.03 Remedies on Default; Advice of Counsel. Upon the
happening of any Event of Default, the Indenture Trustee may proceed to protect
and enforce the rights of the Indenture Trustee and the Noteholders in such
manner as counsel for the Indenture Trustee may advise, whether for the specific
performance of any covenant, condition, agreement or undertaking herein
contained, or in aid of the execution of any power herein granted, or for the
enforcement of such other appropriate legal or equitable remedies as, in the
opinion of such counsel, may be more effectual to protect and enforce the rights
aforesaid.

                Section 5.04 Remedies on Default; Sale of Trust Estate. Upon the
happening of any Event of Default and if the principal of all of the Outstanding
Obligations shall have been declared due and payable, then and in every such
case, and irrespective of whether other remedies authorized shall have been
pursued in whole or in part, the Indenture Trustee may sell, with or without
entry, to the highest bidder the Trust Estate, and all right, title, interest,
claim and demand thereto and the right of redemption thereof, at any such place
or places, and at such time or times and upon such notice and terms as may be
required by law. Upon such sale the Indenture Trustee may make and deliver to
the purchaser or purchasers a good and sufficient assignment or conveyance for
the same, which sale shall be a perpetual bar both at law and in equity against
the Issuer and all Persons claiming such properties. No purchaser at any sale
shall be bound to see to the application of the purchase money or to inquire as
to the authorization, necessity, expediency or regularity of any such sale. The
Indenture Trustee is hereby irrevocably appointed the true and lawful
attorney-in-fact of the Issuer, in its name and stead, to make and execute all
bills of sale, instruments of assignment and transfer and such other documents
of transfer as may be necessary or advisable in connection with a sale of all or
part of the Trust Estate, but the Issuer, if so requested by the Indenture
Trustee, shall ratify and confirm any sale or sales by executing and delivering
to the Indenture Trustee or to such purchaser or purchasers all such instruments
as may be necessary, or in the judgment of the Indenture Trustee, proper for the
purpose that may be designated in such request. In addition, the Indenture
Trustee may proceed to protect and enforce the rights of the Indenture Trustee
and the holders of the Obligations in such manner as counsel for the Indenture
Trustee may advise, whether for the specific performance of any covenant,
condition, agreement or undertaking herein contained, or in aid of the execution
of any power herein granted, or for the enforcement of such other appropriate
legal or equitable remedies as may in the opinion of such counsel, be more
effectual to protect and enforce the rights aforesaid. The Indenture Trustee
shall take any such action or actions if requested to do so in writing by the
Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations at the time Outstanding.

                Section 5.05 Appointment of Receiver. In case an Event of
Default occurs, and if all of the Outstanding Obligations shall have been
declared due and payable and in case any judicial proceedings are commenced to
enforce any right of the Indenture Trustee or of the Noteholders under this
Indenture or otherwise, then as a matter of right, the Indenture Trustee shall
be entitled to the appointment of a receiver of the Trust Estate and of the
earnings, income

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<PAGE>

or Revenue, rents, issues and profits thereof with such powers as the court
making such appointments may confer.

                Section 5.06 Restoration of Position. In case the Indenture
Trustee shall have proceeded to enforce any rights under this Indenture by sale
or otherwise, and such proceedings shall have been discontinued, or shall have
been determined adversely to the Indenture Trustee, then and in every such case
to the extent not inconsistent with such adverse decree, the Issuer, the
Indenture Trustee and the Noteholders shall be restored to their former
respective positions and the rights hereunder in respect to the Trust Estate,
and all rights, remedies, and powers of the Indenture Trustee and of the
Noteholders shall continue as though no such proceeding had been taken.

                Section 5.07 Purchase of Properties by Indenture Trustee or
Noteholders. In case of any such sale of the Trust Estate, any Noteholder or
Noteholders or committee of Noteholders or the Indenture Trustee, may bid for
and purchase such property and upon compliance with the terms of sale may hold,
retain possession, and dispose of such property as the absolute right of the
purchaser or purchasers without further accountability and shall be entitled,
for the purpose of making any settlement or payment for the property purchased,
to use and apply any Obligations hereby secured and any interest thereon due and
unpaid, by presenting such Obligations in order that there may be credited
thereon the sum apportionable and applicable thereto out of the net proceeds of
such sale, and thereupon such purchaser or purchasers shall be credited on
account of such purchase price payable to him or them with the sum apportionable
and applicable out of such net proceeds to the payment of or as a credit on the
Obligations so presented.

                Section 5.08 Application of Sale Proceeds. The proceeds of any
sale of the Trust Estate, together with any funds at the time held by the
Indenture Trustee and not otherwise appropriated, shall be applied by the
Indenture Trustee as set forth in Section 5.02, and then to the Issuer or
whomsoever shall be lawfully entitled thereto.

                Section 5.09 Accelerated Maturity. If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may declare, or upon the
written direction by the Noteholders of at least 66% of the principal amount of
the Highest Priority Obligations then Outstanding, shall declare, the principal
of all Obligations then Outstanding, and the interest thereon, if not previously
due, immediately due and payable, anything in the Obligations or this Indenture
to the contrary notwithstanding; provided, however, that for a declaration of
acceleration upon a default pursuant to Section 5.01(c) shall require the
consent of a majority of the Noteholders of the principal amount of the Highest
Priority Obligations then Outstanding.

                Section 5.10 Remedies Not Exclusive. The remedies herein
conferred upon or reserved to the Indenture Trustee or the holders of
Obligations are not intended to be exclusive of any other remedy, but each
remedy herein provided shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing, and every power and
remedy hereby given to the Indenture Trustee or to the holders of Obligations,
or given by any Supplemental Indenture, may be exercised from time to time as
often as may be deemed expedient. No delay or omission of the Indenture Trustee
or of any holder of Obligations to

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<PAGE>

exercise any power or right arising from any default hereunder shall impair any
such right or power or shall be construed to be a waiver of any such default or
to be acquiescence therein.

                Section 5.11 Direction of Indenture Trustee. Upon the happening
of any Event of Default, the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding, shall have the
right by an instrument or instruments in writing delivered to the Indenture
Trustee to direct and control the Indenture Trustee as to the method of taking
any and all proceedings for any sale of any or all of the Trust Estate, or for
the appointment of a receiver, if permitted by law, and may at any time cause
any proceedings authorized by the terms hereof to be so taken or to be
discontinued or delayed; provided, however, that such Noteholders shall not be
entitled to cause the Indenture Trustee to take any proceedings that in the
Indenture Trustee's opinion would be unjustly prejudicial to non-assenting
holders of Obligations, but the Indenture Trustee shall be entitled to assume
that the action requested by the Noteholders of at least a majority of the
principal amount of the Highest Priority Obligations then Outstanding will not
be prejudicial to any non-assenting Noteholders unless the Noteholders of at
least a majority of the principal amount of Obligations of the non-assenting
Noteholders, in writing, show the Indenture Trustee how they will be prejudiced.
Anything in this Indenture to the contrary notwithstanding, the Noteholders of
at least a majority of the principal amount of the Highest Priority Obligations
then Outstanding together with the Noteholders of at least a majority of the
principal amount of all other Obligations then Outstanding shall have the right,
at any time, by an instrument or instruments in writing executed and delivered
to the Indenture Trustee, to direct the method and place of conducting all
proceedings to be taken in connection with the enforcement of the terms and
conditions of this Indenture, or for the appointment of a receiver or any other
proceedings hereunder, provided that such direction shall not be otherwise than
in accordance with the provisions of law and of this Indenture. The provisions
of this Section 5.11 shall be expressly subject to the provisions of Sections
6.01(c) and 6.05.

                Section 5.12 Right to Enforce in Indenture Trustee. No
Noteholder of any Obligation shall have any right as such Noteholder to
institute any suit, action, or proceedings for the enforcement of the provisions
of this Indenture or for the execution of any trust hereunder or for the
appointment of a receiver or for any other remedy hereunder, all rights of
action hereunder being vested exclusively in the Indenture Trustee, unless and
until the Indenture Trustee fails to institute an action or suit after (i) the
Noteholders of at least 25% of the Notes shall have previously given to the
Indenture Trustee written notice of a default hereunder, and of the continuance
thereof, (ii) the Noteholders of at least 25% of the Notes shall have made
written request upon the Indenture Trustee and the Indenture Trustee shall have
been afforded reasonable opportunity to institute such action, suit or
proceeding in its own name, and (iii) the Indenture Trustee shall have been
offered indemnity and security satisfactory to it against the costs, expenses,
and liabilities to be incurred therein or thereby, which offer of indemnity
shall be an express condition precedent hereunder to any obligation of the
Indenture Trustee to take any such action hereunder, and the Indenture Trustee
for 30 days after receipt of such notification, request, and offer of indemnity,
shall have failed to institute any such action, suit or proceeding. It is
understood and intended that no one or more holders of the Obligations shall
have the right in any manner whatever by his or their action to affect, disturb,
or prejudice the lien of this Indenture or to enforce any right hereunder except
in the manner herein provided and

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<PAGE>

for the equal benefit of the Noteholders of not less than a majority of the
principal amount of the Obligations then Outstanding.

                The Indenture Trustee and the Noteholders covenant that they
will not at any time institute against the Trust any bankruptcy, reorganization
or other proceeding under any federal or state bankruptcy or similar law.

                Section 5.13 Physical Possession of Obligations Not Required. In
any suit or action by the Indenture Trustee arising under this Indenture or on
all or any of the Obligations issued hereunder, or under any Supplemental
Indenture, the Indenture Trustee shall not be required to produce such
Obligations, but shall be entitled in all things to maintain such suit or action
without their production.

                Section 5.14 Waivers of Events of Default. The Indenture Trustee
may in its discretion waive any Event of Default hereunder and its consequences
and rescind any declaration of acceleration of Obligations, and shall do so upon
the written request of the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding; provided, however,
that there shall not be waived (a) any Event of Default in the payment of the
principal of or premium on any Outstanding Obligations at the date of maturity
or redemption thereof, or any default in the payment when due of the interest on
any such Obligations, unless prior to such waiver or rescission, all arrears of
interest or all arrears of payments of principal and premium, if any, and all
expenses of the Indenture Trustee, in connection with such default shall have
been paid or provided for or (b) any default in the payment of amounts set forth
in Section 6.05. In case of any such waiver or rescission, or in case any
proceedings taken by the Indenture Trustee on account of any such default shall
have been discontinued or abandoned or determined adversely to the Indenture
Trustee, then and in every such case the Issuer, the Indenture Trustee and the
holders of Obligations shall be restored to their former positions and rights
hereunder respectively, but no such waiver or rescission shall extend to or
affect any subsequent or other default, or impair any rights or remedies
consequent thereon.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

                Section 6.01 Acceptance of Trust. The Indenture Trustee hereby
accepts the trusts imposed upon it by this Indenture, and agrees to perform said
trusts, but only upon and subject to the following terms and conditions:

                (a)     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 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 the Indenture Trustee and

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<PAGE>

        conforming to the requirements of this Indenture; but in the case of any
        such certificates or opinions that by any provisions hereof are
        specifically required to be furnished to the Indenture Trustee, the
        Indenture Trustee shall be under a duty to examine the same to determine
        whether or not they conform as to form with the requirements of this
        Indenture and whether or not they contain the statements required under
        this Indenture.

                (b)     In case an Event of Default has occurred and is
continuing, the Indenture Trustee, in exercising the rights and powers vested in
it by this Indenture, shall 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 his own affairs.

                (c)     Before taking any action hereunder requested by
Noteholders, the Indenture Trustee may require that it be furnished an indemnity
bond or other indemnity and security satisfactory to it by the Noteholders for
the reimbursement of all expenses it may incur and to protect it against
liability arising from any action taken by the Indenture Trustee (excluding,
however, any action taken by the Indenture Trustee acting as Master Servicer
pursuant to Section 6.15).

                Section 6.02 Recitals of Others. The recitals, statements, and
representations set forth herein and in the Notes shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for the correctness of the same. The Indenture Trustee makes no representations
as to the title of the Issuer in the Trust Estate or as to the security afforded
thereby and hereby, or as to the validity or sufficiency of this Indenture or of
the Notes issued hereunder, and the Indenture Trustee shall incur no
responsibility in respect of such matters.

                Section 6.03 As to Filing of Indenture. The Indenture Trustee
shall be under no duty (a) to file or record, or cause to be filed or recorded,
this Indenture or any Supplemental Indenture, (b) or to procure any further
order or additional instruments of further assurance, (c) to see to the delivery
to it of any personal property intended to be mortgaged or pledged hereunder or
thereunder, (d) or to do any act that may be suitable to be done for the better
maintenance of the lien or security hereof (other than the filing of any
continuation statements (but not initial financing statements)), or (e) for
giving notice of the existence of such lien, or for extending or supplementing
the same or to see that any rights to Revenue and Accounts intended now or
hereafter to be transferred in trust hereunder are subject to the lien hereof.
The Indenture Trustee shall not be liable for failure of the Issuer to pay any
tax or taxes in respect of such property, or any part thereof, or the income
therefrom or otherwise, nor shall the Indenture Trustee be under any duty in
respect of any tax that may be assessed against it or the Noteholders in respect
of such property or pledged Revenue and Accounts.

                Section 6.04 Indenture Trustee May Act Through Agents. The
Indenture Trustee may execute any of the trusts or powers hereof and perform any
duty hereunder, either itself or by or through its attorneys, agents, or
employees, and it shall not be answerable or accountable for any default,
neglect, or misconduct of any such attorneys, agents, or employees, if
reasonable care has been exercised in the appointment, supervision, and
monitoring of the work performed. All reasonable costs incurred by the Indenture
Trustee and all reasonable compensation to all such Persons as may reasonably be
employed in connection with the trusts hereof shall be paid by the Issuer.

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                Section 6.05 Indemnification of Indenture Trustee. Other than
with respect to its duties to make payment on the Obligations when due, and its
duty to pursue the remedy of acceleration as provided in Section 5.02, for each
of which no additional security or indemnity may be required, the Indenture
Trustee shall be under no obligation or duty to perform any act at the request
of Noteholders or to institute or defend any suit in respect thereof unless
properly indemnified and provided with security to its satisfaction as provided
in Section 6.01(c). The Indenture Trustee shall not be required to take notice,
or be deemed to have knowledge, of any default or Event of Default of the Issuer
hereunder and may conclusively assume that there has been no such default or
Event of Default (other than an Event of Default described in Sections 5.01(a)
or (b)) unless and until a Responsible Officer shall have been specifically
notified in writing at the address in Section 8.01 of such default or Event of
Default by (a) the Noteholders of the required percentages in principal amount
of the Obligations then Outstanding hereinabove specified or (b) an Authorized
Officer of the Issuer. However, the Indenture Trustee may begin suit, or appear
in and defend suit, execute any of the trusts hereby created, enforce any of its
rights or powers hereunder, or do anything else in its judgment proper to be
done by it as Indenture Trustee, without assurance of reimbursement or
indemnity, and in such case the Indenture Trustee shall be reimbursed or
indemnified by the Noteholders requesting such action, if any, or the Issuer in
all other cases, for all fees, costs and expenses, liabilities, outlays and
counsel fees and other reasonable disbursements properly incurred in connection
therewith, unless such costs and expenses, liabilities, outlays and attorneys'
fees and other reasonable disbursements properly incurred in connection
therewith are adjudicated to have resulted from the negligence or willful
misconduct of the Indenture Trustee. In furtherance and not in limitation of
this Section 6.05, the Indenture Trustee shall not be liable for, and shall be
held harmless by the Issuer from, following any orders, instructions or other
directions upon which the Indenture Trustee is authorized to rely pursuant to
this Indenture or any other agreement to which it is a party. If the Issuer or
the Noteholders, as appropriate, shall fail to make such reimbursement or
indemnification, the Indenture Trustee may reimburse itself from any money in
its possession under the provisions of this Indenture, subject only to the prior
lien of the Notes for the payment of the principal thereof, premium, if any, and
interest thereon from the Collection Account. None of the provisions contained
in this Indenture or any other agreement to which it is a party shall require
the Indenture Trustee to act or to expend or risk its own funds or otherwise
incur individual financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers (excluding, however, any duties,
rights or powers of the Indenture Trustee acting as Master Servicer pursuant to
Section 6.15) if the Noteholders shall not have offered security and indemnity
acceptable to it or if it shall have reasonable grounds for believing that
prompt repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

                The Issuer shall indemnify the Indenture Trustee and its
officers, agents, directors and employees, against any and all loss, liability
or expense (including reasonable attorneys' fees and expenses) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder (excluding, however, any duties of the Indenture Trustee acting
as Master Servicer pursuant to Section 6.15) or under the Basic Documents
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder or under the Basic Documents. Without limiting the foregoing,
the Issuer agrees to indemnify and hold harmless the Indenture Trustee from and
against any liability (including for taxes, penalties or interest asserted by
any

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taxing jurisdiction) arising from any failure to withhold taxes from amounts
payable in respect of payments from the Collection Account. The Indenture
Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not
relieve the Issuer of its obligations hereunder, except to the extent of any
loss, liability or expense resulting from such failure. The Issuer need not
reimburse any expense or indemnity against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own negligence
or willful misconduct.

                Section 6.06 Indenture Trustee's Right to Reliance. The
Indenture Trustee shall fully be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, appraisal, opinion,
report or document of the Issuer or the Master Servicer or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties. The Indenture Trustee may consult with experts and
with counsel (who may, but need not, be counsel for the Issuer, the Indenture
Trustee, or for a Noteholder), and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered, and in respect of any determination made by it hereunder in good faith
and in accordance with the opinion of such counsel.

                Whenever in the administration hereof the Indenture Trustee
shall reasonably deem it desirable that a matter be proved or established prior
to taking, suffering, or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon a certificate signed by an Authorized Officer
of the Issuer or an authorized officer of the Master Servicer.

                The Indenture Trustee shall not be liable for any action taken,
suffered, or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it hereby; provided,
however, that the Indenture Trustee shall be liable for its negligence or
willful misconduct in taking such action.

                The Indenture Trustee is authorized, under this Indenture,
subject to Section 4.12, to sell, assign, transfer or convey Financed Student
Loans in accordance with an Issuer Order. If such Financed Student Loan was
originated under the Act, such Issuer Order shall certify that the Person to
whom such Financed Student Loan is sold, assigned, transferred, or conveyed is
an Eligible Lender unless not required by the Act. The Indenture Trustee is
further authorized to enter into agreements with other Persons, in its capacity
as Indenture Trustee, in order to carry out or implement the terms and
provisions of this Indenture.

                The duties and obligations of the Indenture Trustee shall be
determined solely by the express provisions of this Indenture, and the Indenture
Trustee shall take such action with respect to this Indenture as it shall be
directed hereunder, and the Indenture Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture and as specifically directed by the Issuer or the Master Servicer, and
no implied covenants or obligations shall be read into this Indenture against
the Indenture Trustee.

                The Indenture Trustee shall not be liable for any error of
judgment made in good faith by an officer or officers of the Indenture Trustee,
unless it shall be conclusively determined

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by a court of competent jurisdiction that the Indenture Trustee was negligent in
ascertaining the pertinent facts.

                The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees appointed with due care, and shall not
be responsible for any negligence or willful misconduct on the part of any
agent, attorney, custodian or nominee so appointed.

                Section 6.07 Compensation of Indenture Trustee. Except as
otherwise expressly provided herein, all advances, counsel fees and other
expenses reasonably made or incurred by the Indenture Trustee in and about the
execution and administration of the trust hereby created and reasonable
compensation to the Indenture Trustee for its services in the premises shall be
paid by the Issuer. The compensation of the Indenture Trustee shall not be
limited to or by any provision of law in regard to the compensation of trustees
of an express trust. If not paid by the Issuer, the Indenture Trustee shall have
a lien against all money held pursuant to this Indenture, subject only to the
prior lien of the Obligations against the money and investments in the
Collection Account for the payment of the principal thereof, premium, if any,
and interest thereon, for such reasonable compensation, expenses, advances and
counsel fees incurred in and about the execution of the trusts hereby created
and the exercise and performance of the powers and duties of the Indenture
Trustee hereunder and the cost and expense incurred in defending against any
liability in the premises of any character whatsoever (unless such liability is
adjudicated to have resulted from the negligence or willful misconduct of the
Indenture Trustee).

                Section 6.08 Indenture Trustee May Own Notes. The Indenture
Trustee hereunder, or any successor Indenture Trustee, in its individual or
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Issuer, with the same rights it would have if it were not the Indenture
Trustee. The Indenture Trustee may act as depository for, and permit any of its
officers or directors to act as a member of, or act in any other capacity in
respect to, any committee formed to protect the rights of the Noteholders or to
effect or aid in any reorganization growing out of the enforcement of the Notes
or of this Indenture, whether or not any such committee shall represent the
Noteholders of more than 66% of the principal amount of the Outstanding
Obligations.

                Section 6.09 Resignation of Indenture Trustee. The Indenture
Trustee and any successor to the Indenture Trustee may resign and be discharged
from the trust created by this Indenture by giving to the Issuer notice in
writing, which notice shall specify the date on which such resignation is to
take effect; provided, however, that such resignation shall only take effect on
the day specified in such notice if a successor Indenture Trustee shall have
been appointed pursuant to Section 6.11 (and is qualified to be the Indenture
Trustee under the requirements of Section 6.11). If no successor Indenture
Trustee has been appointed by the date specified or within a period of 90 days
from the receipt of the notice by the Issuer, whichever period is the longer,
the Indenture Trustee may (a) appoint a temporary successor Indenture Trustee
having the qualifications provided in Section 6.11 or (b) request a court of
competent jurisdiction to (i) require the Issuer to appoint a successor, as
provided in Section 6.11, within 3 days of the receipt of citation or notice by
the court, or (ii) appoint an Indenture Trustee having the qualifications
provided in Section 6.11. In no event may the resignation of the Indenture
Trustee be effective until a qualified successor Indenture Trustee shall have
been selected and appointed.

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In the event a temporary successor Indenture Trustee is appointed pursuant to
(a) above, the Issuer may remove such temporary successor Indenture Trustee and
appoint a successor thereto pursuant to Section 6.11.

                Section 6.10 Removal of Indenture Trustee. The Indenture Trustee
or any successor Indenture Trustee may be removed (a) at any time by the
Noteholders of a majority of the principal amount of the Highest Priority
Obligations then Outstanding, (b) by the Issuer for cause or upon the sale or
other disposition of the Indenture Trustee or its corporate trust functions or
(c) by the Issuer without cause so long as no Event of Default as described in
Sections 5.01(a), (b) or (c) exists or has existed within the last 30 days, upon
payment to the Indenture Trustee so removed of all money then due to it
hereunder and appointment by the Issuer of a successor having the qualifications
set forth in Section 6.11 and acceptance thereof by said successor. One copy of
any such order of removal shall be filed with the Issuer and the other with the
Indenture Trustee so removed.

                In the event an Indenture Trustee (or successor Indenture
Trustee) is removed by any Person or for any reason permitted hereunder, such
removal shall not become effective until (a) in the case of removal by the
Noteholders, such Noteholders by instrument or concurrent instruments in writing
(signed and acknowledged by such Noteholders or their attorneys-in-fact) filed
with the Indenture Trustee removed have appointed a successor Indenture Trustee
or otherwise the Issuer shall have appointed a successor, and (b) the successor
Indenture Trustee has accepted appointment as such.

                Section 6.11 Successor Indenture Trustee. In case at any time
the Indenture Trustee or any successor Indenture Trustee shall resign, be
dissolved, or otherwise shall be disqualified to act or be incapable of acting,
or in case control of the Indenture Trustee or of any successor Indenture
Trustee or of its officers shall be taken over by any public officer or
officers, a successor Indenture Trustee may be appointed by the Issuer. In the
case of any such appointment by the Issuer of a successor Indenture Trustee, the
Issuer shall forthwith cause notice thereof to be mailed to the Noteholders at
the address of each Noteholder appearing on the note registration books
maintained by the Indenture Trustee. Every successor Indenture Trustee appointed
by the Noteholders, by a court of competent jurisdiction, or by the Issuer shall
be a bank or trust company in good standing, organized and doing business under
the laws of the United States or of a state therein, that has a reported capital
and surplus of not less than $50,000,000, be authorized under the law to
exercise corporate trust powers, be subject to supervision or examination by a
federal or state authority, and be an Eligible Lender so long as such
designation is necessary to maintain guarantees and federal benefits under the
Act with respect to Financed Student Loans that were originated under the Act.

                Section 6.12 Manner of Vesting Title in Indenture Trustee. Any
successor Indenture Trustee appointed hereunder shall execute, acknowledge, and
deliver to its predecessor Indenture Trustee, and also to the Issuer, an
instrument accepting such appointment hereunder, and thereupon such successor
Indenture Trustee, without any further act, deed, or conveyance shall become
fully vested with all the estate, properties, rights, powers, trusts, duties,
and obligations of its predecessors in trust hereunder (except that the
predecessor Indenture Trustee shall continue to have the benefits to
indemnification hereunder together with the successor Indenture Trustee), with
like effect as if originally named as Indenture Trustee herein; but the

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Indenture Trustee ceasing to act shall nevertheless, on the written request of
an Authorized Officer of the Issuer, or an authorized officer of the successor
Indenture Trustee, execute, acknowledge, and deliver such instruments of
conveyance and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Indenture Trustee all the right, title, and interest of the Indenture Trustee
that it succeeds, in and to pledged Revenue and Accounts and such rights,
powers, trusts, duties, and obligations, and the Indenture Trustee ceasing to
act also shall, upon like request, pay over, assign, and deliver to the
successor Indenture Trustee any money or other property or rights subject to the
lien of this Indenture, including any pledged securities that may then be in its
possession. Should any deed or instrument in writing from the Issuer be required
by the successor Indenture Trustee for more fully and certainly vesting in and
confirming to such new Indenture Trustee such estate, properties, rights,
powers, and duties, any and all such deeds and instruments in writing shall on
request be executed, acknowledged and delivered by the Issuer.

                In case any of the Notes to be issued hereunder shall have been
authenticated but not delivered, any successor Indenture Trustee may adopt the
certificate of authentication of the Indenture Trustee or of any successor to
the Indenture Trustee; and in case any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes in its own name; and in all such cases such certificate shall have the
full force that it has anywhere in the Notes or in this Indenture.

                Section 6.13 Additional Covenants by the Indenture Trustee to
Conform to the Act. The Indenture Trustee covenants that it will at all times be
an Eligible Lender under the Act so long as such designation is necessary, as
determined by the Issuer, to maintain the guarantees and federal benefits under
the Act with respect to Financed Student Loans that were originated under the
Act, that it will acquire Student Loans originated under the Act in its capacity
as an Eligible Lender, and that it will not dispose of or deliver any Student
Loans originated under the Act or any security interest in any such Student
Loans to any party who is not an Eligible Lender so long as the Act or
Regulations adopted thereunder require an Eligible Lender to be the owner or
holder of such Student Loans; provided, however, that nothing above shall
prevent the Indenture Trustee from delivering Student Loans originated under the
Act to the Master Servicer or the Guaranty Agency.

                Section 6.14 Limitation with Respect to Examination of Reports.
Except as provided in this Indenture, the Indenture Trustee shall be under no
duty to examine any report or statement or other document required or permitted
to be filed with it by the Issuer.

                Section 6.15 Master Servicing Agreement. The Indenture Trustee
acknowledges the receipt of a copy of the Master Servicing Agreement. The
Indenture Trustee, by the execution hereof, covenants, represents and agrees
that upon any termination of the Master Servicer pursuant to the Master
Servicing Agreement, the Indenture Trustee shall, pursuant to Section 11 of the
Servicing Agreement, act as Master Servicer until a successor servicer has been
appointed as provided in that Section 11.

                Section 6.16 Additional Covenants of Indenture Trustee. The
Indenture Trustee, by the execution hereof, covenants, represents and agrees
that:

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                (a)     it will not exercise any of the rights, duties, or
privileges under this Indenture in such manner as would cause the Student Loans
held or acquired under the terms hereof to be transferred, assigned, or pledged
as security to any Person other than as permitted by this Indenture;

                (b)     so long as any of the Financed Student Loans were
originated under the Act, it will comply with the Act and the Regulations and
will, upon written notice from an Authorized Officer of the Issuer, the
Secretary, or the Guaranty Agency, use its reasonable efforts to cause this
Indenture to be amended (in accordance with Section 7.01) if the Act or
Regulations are hereafter amended so as to be contrary to the terms of this
Indenture;

                (c)     based solely upon the information provided to it
pursuant to the Basic Documents, it will take such actions as are necessary in
its sole judgment to verify (i) that the payments made by it under the
applicable provisions of the Basic Documents are being made in accordance with
the provisions thereof and (ii) that the funds actually received by it under the
Basic Documents are consistent with the requirements thereof;

                (d)     it will verify that the LIBOR rates applicable to the
LIBOR Notes, as determined by the Calculation Agent, are correct; and

                (e)     it will not consent to the release by any Subservicer of
promissory notes representing Financed Student Loans unless either (i) such
Financed Student Loans have been paid in full, (ii) such Financed Student Loans
have been purchased at a purchase price equal to not less than the principal
balance thereof plus unamortized premium, if any, and interest accrued thereon,
or (iii) a successor Subservicer has replaced such Subservicer requiring a
transfer of those promissory notes to the successor Subservicer.

                Section 6.17 Duty of Indenture Trustee with Respect to Rating
Agencies. It shall be the duty of the Indenture Trustee to notify each Rating
Agency then rating any of the Notes (but the Indenture Trustee shall incur no
liability for any failure to do so) of (a) any change, expiration, extension, or
renewal of this Indenture, (b) redemption or defeasance of any or all the Notes,
(c) any change in the Indenture Trustee or (d) any other information
specifically required to be reported to each Rating Agency under any
Supplemental Indenture; provided, however, the provisions of this Section 6.17
do not apply when such documents have been previously supplied to such Rating
Agency and the Indenture Trustee has received written evidence to such effect,
all as may be required by this Indenture. All notices required to be forwarded
to the Rating Agencies under this Section 6.17 shall be sent in writing at the
following addresses:

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                Fitch Ratings
                One State Street Plaza
                32nd Floor
                New York, New York 10004
                Attention: ABS Surveillance

                Moody's Investors Service, Inc.
                99 Church Street
                New York, New York 10007
                Attention: ABS Monitoring Unit

                Standard & Poor's
                55 Water Street
                40th Floor
                New York, New York 10041
                Attention: ________________

                The Indenture Trustee also acknowledges that each Rating
Agency's periodic review for maintenance of a Rating on any Series of the Notes
may involve discussions and/or meetings with representatives of the Indenture
Trustee at mutually agreeable times and places.

                Section 6.18 Merger of the Indenture Trustee. Any corporation
into which the Indenture Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Indenture Trustee shall be a party, or any corporation succeeding to
all or substantially all of the corporate trust business of the Indenture
Trustee, shall be the successor of the Indenture Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Indenture,
without the execution or filing of any paper of any further act on the part of
any other parties hereto.

                Section 6.19 Receipt of Funds from Master Servicer. The
Indenture Trustee shall not be accountable or responsible in any manner
whatsoever for any action of the Issuer, the depository bank of any funds of the
Issuer, or the Master Servicer while the Master Servicer is acting as bailee or
agent of the Indenture Trustee with respect to the Student Loans except, to the
extent provided in the Master Servicing Agreement or custodian agreement, for
actions taken in compliance with any instruction or direction given to the
Indenture Trustee, or for the application of funds or moneys by the Master
Servicer until such time as funds are received by the Indenture Trustee.

                Section 6.20 Special Circumstances Leading to Resignation of
Indenture Trustee. Because the Indenture Trustee serves as trustee hereunder for
Obligations of different priorities, it is possible that circumstances may arise
that will cause the Indenture Trustee to resign from its position as trustee for
one or more of the Obligations. In the event that the Indenture Trustee makes a
determination that it should so resign, due to the occurrence of an Event of
Default or potential default hereunder, or otherwise, the Issuer may permit such
resignation as to one or more of the Obligations or request the Indenture
Trustee's resignation as to all Obligations, as the Issuer may elect. If the
Issuer should determine that a conflict of interest has arisen as to the
trusteeship of any of the Obligations, it may authorize and execute a
Supplemental Indenture

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with one or more successor Indenture Trustees, under which the administration of
certain of the Obligations would be separated from the administration of the
other Obligations.

                Section 6.21 Survival of Indenture Trustee's Rights to Receive
Compensation, Reimbursement and Indemnification. The Indenture Trustee's rights
to receive compensation, reimbursement and indemnification of money due and
owing hereunder at the time of the Indenture Trustee's resignation or removal
shall survive the Indenture Trustee's resignation or removal.

                Section 6.22 Corporate Trustee Required; Eligibility;
Conflicting Interests. There shall at all times be an Indenture Trustee
hereunder that 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.
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 6.22, 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 6.22, 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.

                Section 6.23 Payment of Taxes and Other Governmental Charges.

                (a)     The Indenture Trustee shall request, and Noteholders
shall provide, all appropriate tax certifications and forms necessary to enable
the Issuer or its agents, to determine their duties and liabilities with respect
to any taxes or other charges that they may be required to pay, deduct or
withhold in respect of the Notes under any present or future law or regulation
of the United States or any present or future law or regulation of any political
subdivision thereof or taxing authority therein or to comply with any reporting
or other requirements under any law or regulation, and to pay, deduct or
withhold any such taxes or charges and remit them to the relevant taxing
authorities as required under law. Such certification shall take the form of a
correct, complete and executed U.S. Internal Revenue Service Form W-8BEN,
W-8ECI, W-8IMY, or W-9 (or any successors thereto), including appropriate
attachments, as applicable, that identifies such Noteholder.

                (b)     If such forms are not provided or if any tax or other
governmental charge shall otherwise become payable by or on behalf of the
Indenture Trustee, including any tax or governmental charge required to be
withheld from any payment made by the Indenture Trustee under the provisions of
any applicable law or regulation with respect to any Trust Property or the
Notes, such tax or governmental charge shall be payable by the Noteholder and
may be withheld by the Indenture Trustee. The Issuer and the Indenture Trustee
shall have the right to refuse the surrender, registration of transfer or
exchange of any Note with respect to which such tax or other governmental charge
shall be payable until such payment shall have been made by the Noteholder.

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<PAGE>

                Section 6.24 Indenture Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Issuer or any other obligor upon the Notes or the
property of the Issuer or of such other obligor or their creditors, the
Indenture Trustee (irrespective of whether the principal of the Notes of any
Series 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 on the Issuer for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                (a)     to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Notes, of principal (and premium, if
any) and interest, if any, 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 the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel) and of the Noteholders allowed in such judicial
proceeding; and

                (b)     to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Noteholder of Notes to make such payments to the Indenture Trustee, and if the
Indenture Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Indenture Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and any predecessor Indenture Trustee, their agents and counsel, and any
other amounts due the Indenture Trustee or any predecessor Indenture Trustee.

                Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder of a Note any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder thereof, or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder of a Note in any such proceeding.

                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 Noteholders, and it shall not be necessary to make any
Noteholders parties to any such proceedings.

                Section 6.25 Preferential Collection of Claims Against Issuer.
The Indenture Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. An Indenture Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent indicated.

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                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

                Section 7.01 Supplemental Indentures Not Requiring Consent of
Noteholders. The Issuer and the Indenture Trustee may, without the consent of or
notice to any of the Noteholders or any holders of Obligations enter into any
indenture or indentures supplemental to this Indenture for any one or more of
the following purposes:

                (a)     to cure any ambiguity or defect or omission in this
Indenture;

                (b)     to grant to or confer upon the Indenture Trustee for the
benefit of the Noteholders any additional benefits, rights, remedies, powers or
authorities that may lawfully be granted to or conferred upon the Noteholders or
the Indenture Trustee;

                (c)     to subject to this Indenture additional revenues,
properties or collateral;

                (d)     to modify, amend or supplement this Indenture or any
Supplemental Indenture in such manner as to permit the qualification hereof and
thereof under the Trust Indenture Act or any similar federal statute hereafter
in effect or to permit the qualification of the Notes for sale under the
securities laws of the United States of America or of any of the states of the
United States of America, and, if they so determine, to add to this Indenture or
any Supplemental Indenture such other terms, conditions and provisions as may be
permitted by said Trust Indenture Act or similar federal statute;

                (e)     to evidence the appointment of a separate or
co-Indenture Trustee or a co-registrar or transfer agent or the succession of a
new Indenture Trustee hereunder, or any additional or substitute Guaranty Agency
or Master Servicer;

                (f)     to add such provisions to or to amend such provisions of
this Indenture as may, in Note Counsel's opinion, be necessary or desirable to
assure implementation of the Program in conformance with the Act if along with
such Supplemental Indenture there is filed a Note Counsel's opinion to the
effect that the addition or amendment of such provisions will in no way impair
the existing security of the Noteholders or any holders of Outstanding
Obligations;

                (g)     to make any change as shall be necessary in order to
obtain and maintain for any of the Notes an investment grade Rating from a
nationally recognized rating service, which changes, in the opinion of the
Indenture Trustee are not to the prejudice of the Noteholder of any of the
Obligations;

                (h)     to make any changes necessary to comply with the Act,
the Regulations or the Code and the regulations promulgated thereunder;

                (i)     to provide for the issuance of subordinate indebtedness
of the Issuer, including the creation of appropriate Accounts and Subaccounts
with respect to such indebtedness, secured by a lien on the Trust Estate
subordinate to the lien thereon securing the Senior Obligations and the
Subordinate Obligations, provided such subordinate indebtedness

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meets the requirements of Section 2.02 and provided that the Issuer has received
a Rating Confirmation with respect to the issuance of such subordinated
indebtedness;

                (j)     to make the terms and provisions of this Indenture,
including the lien and security interest granted herein, applicable to a
Derivative Product, and to modify Section 2.03 with respect to any particular
Derivative Product;

                (k)     to create any additional Accounts or Subaccounts under
this Indenture deemed by the Indenture Trustee to be necessary or desirable;

                (l)     to amend the Indenture to allow for any Notes to be
supported by a letter of credit or insurance policy or a liquidity agreement,
including amendments with respect to repayment to such a provider on a parity
with any Notes or Derivative Product and providing rights to such provider under
this Indenture, including with respect to defaults and remedies;

                (m)     to amend the Indenture to provide for use of a surety
bond or other financial guaranty instrument in lieu of cash and/or Eligible
Investments in all or any portion of the Reserve Account, so long as such action
shall not adversely affect the Ratings on any of the Notes;

                (n)     to make any other change with Rating Confirmation; or

                (o)     to make any other change that, in the judgment of the
Indenture Trustee, is not to the material prejudice of the Noteholders or any
holders of Obligations;

                provided, however, that nothing in this Section 7.01 shall
permit, or be construed as permitting, (a) without the consent of the
Noteholders of each affected Note and each Derivative Product then Outstanding,
(i) an extension of the maturity date of the principal of or the interest on any
Obligation, or (ii) a reduction in the principal amount of any Obligation or the
rate of interest thereon, or (iii) a privilege or priority of any Obligation or
Obligations over any other Obligation or Obligations except as otherwise
provided herein, or (iv) a reduction in the aggregate principal amount of the
Obligations required for consent to a Supplemental Indenture, or (v) the
creation of any lien other than a lien ratably securing all of the Obligations
at any time Outstanding hereunder except as otherwise provided herein or (b) any
modification of the trusts, powers, rights, duties, remedies, immunities and
privileges of the Indenture Trustee without the prior written approval of the
Indenture Trustee, which approval shall be evidenced by execution of a
Supplemental Indenture.

                The Indenture Trustee shall provide written notice to the Rating
Agencies prior to entering into any Supplemental Indenture for any one or more
of the purposes set forth in paragraphs (a) - (o) above.

                Section 7.02 Supplemental Indentures Requiring Consent of
Noteholders. Exclusive of Supplemental Indentures covered by Section 7.01 and
subject to the terms and provisions contained in this Section 7.02, and not
otherwise, the Noteholders of not less than a majority of the principal amount
of each class of affected Notes and each affected Derivative Product then
Outstanding shall have the right, from time to time, to consent to and approve
the execution by the Issuer and the Indenture Trustee of such Supplemental
Indentures as shall be

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deemed necessary and desirable by the Indenture Trustee for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Indenture or in any Supplemental
Indenture; provided, however, that nothing in this Section 7.02 shall permit, or
be construed as permitting (a) without the consent of the Noteholders of each
affected Note and each Derivative Product then Outstanding, (i) an extension of
the maturity date of the principal of or the interest on any Obligation, or (ii)
a reduction in the principal amount of any Obligation or the rate of interest
thereon, or (iii) a privilege or priority of any Obligation or Obligations over
any other Obligation or Obligations except as otherwise provided herein, or (iv)
a reduction in the aggregate principal amount of the Obligations required for
consent to a Supplemental Indenture, or (v) the creation of any lien other than
a lien ratably securing all of the Obligations at any time Outstanding hereunder
except as otherwise provided herein or (b) any modification of the trusts,
powers, rights, obligations, duties, remedies, immunities and privileges of the
Indenture Trustee without the prior written approval of the Indenture Trustee.

                If at any time the Issuer shall request that the Indenture
Trustee enter into any such Supplemental Indenture for any of the purposes in
this Section 7.02, the Indenture Trustee shall be entitled to receive an Opinion
of Counsel from the Issuer that all conditions precedent to the execution of any
Supplemental Indenture have been met. The Indenture Trustee shall, upon being
satisfactorily indemnified with respect to expenses, cause notice of the
proposed execution of such Supplemental Indenture to be mailed by registered or
certified mail to each Noteholder of an Obligation at the address shown on the
registration books or listed in any Derivative Product. Such notice (which shall
be prepared by the Issuer) shall briefly set forth the nature of the proposed
Supplemental Indenture and shall state that copies thereof are on file at the
principal corporate trust office of the Indenture Trustee for inspection by all
Noteholders. If, within 60 days, or such longer period as shall be prescribed by
the Issuer, following the mailing of such notice, the Noteholders of not less
than a majority of the principal amount of each class of affected Notes and each
affected Derivative Product then Outstanding at the time of the execution of any
such Supplemental Indenture shall have consented in writing to and approved the
execution thereof as herein provided, no Noteholder of any Obligation shall have
any right to object to any of the terms and provisions contained therein, or the
operation thereof, or in any manner to question the propriety of the execution
thereof, or to enjoin or restrain the Indenture Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions thereof.

                The Indenture Trustee shall provide written notice to the Rating
Agencies prior to entering into any Supplemental Indenture for any of the
purposes in this Section 7.02.

                Upon the execution of any such Supplemental Indenture as in this
Section 7.02 permitted and provided, this Indenture shall be and be deemed to be
modified and amended in accordance therewith.

                Section 7.03 Additional Limitation on Modification of Indenture.
None of the provisions of this Indenture (including Sections 7.01 and 7.02)
shall permit an amendment to the provisions of the Indenture that permits the
transfer of all or part of the Financed Student Loans that were originated under
the Act or granting of a security interest therein to any Person other

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than an Eligible Lender or the Master Servicer, unless the Act or Regulations
are hereafter modified so as to permit the same.

                Section 7.04 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 known to the Indenture Trustee, 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 premium, if any) or
interest with respect to any Note, or in the payment of any sinking fund
installment with respect to the Notes, the Indenture Trustee shall be protected
in withholding such notice if and so long as an authorized officer of the
Indenture Trustee in good faith determines that the withholding of such notice
is in the interest of the Noteholders. For the purpose of this Section 7.04, the
term "default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to the Notes.

                Section 7.05 Conformity with the Trust Indenture Act. Every
Supplemental Indenture executed pursuant to this Article VII shall conform to
the requirements of the Trust Indenture Act as then in effect.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                Section 8.01 Notices. Any notice, request or other instrument
required by this Indenture to be signed or executed by the holders of
Obligations may be executed by the execution of any number of concurrent
instruments of similar tenor, and may be signed or executed by such holders of
Obligations in person or by agent appointed in writing. As a condition for
acting thereunder the Indenture Trustee may demand proof of the execution of any
such instrument and of the fact that any Person claiming to be the owner of any
of said Obligations is such owner and may further require the actual deposit of
such Obligation or Obligations with the Indenture Trustee. The fact and date of
the execution of such instrument may be proved by the certificate of any officer
in any jurisdiction who by the laws thereof is authorized to take
acknowledgments of deeds within such jurisdiction, that the person signing such
instrument acknowledged before him the execution thereof, or may be proved by
any affidavit of a witness to such execution sworn to before such officer.

                The amount of Notes held by any Person executing such instrument
as a Noteholder and the fact, amount, and numbers of the Notes held by such
Person and the date of his holding the same may be proved by a certificate
executed by any responsible trust company, bank, banker, or other depository in
a form approved by the Indenture Trustee, showing that at the date therein
mentioned such Person had on deposit with such depository the Notes described in
such certificate; provided, however, that at all times the Indenture Trustee may
require the actual deposit of such Note or Notes with the Indenture Trustee.

                All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telex, telecopy or facsimile
or similar writing) at the following

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addresses, and each address shall constitute each party's respective "Corporate
Trust Office" for purposes of the Indenture:

                If intended for the Issuer:

                          Education Funding Capital Trust-II
                          c/o Fifth Third Bank
                          MD 10AT60
                          38 Fountain Square Plaza
                          Cincinnati, Ohio 45263
                          Attention:  Corporate Trust Administration
                          Telephone:  +1.513.534.3367
                          Facsimile:  +1.513.534.6785

                          with a copy to:

                          Wilmington Trust Company
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Attention:  Corporate Trust Administration
                          Telephone:  +1.203.975.6112
                          Facsimile:  +1.203.975.6299

                If intended for the Indenture Trustee:

                          Fifth Third Bank
                          MD 10AT60
                          38 Fountain Square Plaza
                          Cincinnati, Ohio 45263
                          Attention:  Corporate Trust Administration
                          Telephone:  +1.513.534.3367
                          Facsimile:  +1.513.534.6785

Any party may change the address to which subsequent notices to such party are
to be sent, or of its principal office, by notice to the others, delivered by
hand or received by telex or telecopier or registered first-class mail, postage
prepaid. Each such notice, request or other communication shall be effective
when delivered by hand or received by telex or telecopier or first-class mail,
postage prepaid.

                Section 8.02 Covenants Bind Issuer. The covenants, agreements,
conditions, promises, and undertakings in this Indenture shall extend to and be
binding upon the successors and assigns of the Issuer, and all of the covenants
hereof shall bind such successors and assigns, and each of them, jointly and
severally. All the covenants, conditions, and provisions hereof shall be held to
be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Noteholders from time to time of the Obligations.

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                No extension of time of payment of any of the Obligations shall
operate to release or discharge the Issuer, it being agreed that the liability
of the Issuer, to the extent permitted by law, shall continue until all of the
Obligations are paid in full, notwithstanding any transfer of Financed Student
Loans or extension of time for payment.

                Section 8.03 Lien Created. This Indenture shall operate
effectually as (a) a grant of lien on and security interest in, and (b) an
assignment of, the Trust Estate.

                Section 8.04 Severability of Lien. If the lien of this Indenture
shall be or shall ever become ineffectual, invalid, or unenforceable against any
part of the Trust Estate, which is not subject to the lien because of want of
power or title in the Issuer, the inclusion of any such part shall not in any
way affect or invalidate the pledge and lien hereof against such part of the
Trust Estate as to which the Issuer in fact had the right to pledge.

                Section 8.05 Consent of Noteholders Binds Successors. Any
request or consent of the Noteholder of any Obligations given for any of the
purposes of this Indenture shall bind all future Noteholders of the same
Obligation or any Obligations issued in exchange therefor or in substitution
thereof in respect of anything done or suffered by the Issuer or the Indenture
Trustee in pursuance of such request or consent.

                Section 8.06 Nonpresentment of Notes or Interest Checks. Should
any of the Notes or interest checks not be presented for payment when due, the
Indenture Trustee shall retain from any money transferred to it for the purpose
of paying the Notes or interest checks so due, for the benefit of the
Noteholders thereof, a sum of money sufficient to pay such Notes or interest
checks when the same are presented by the Noteholders thereof for payment. Such
money shall not be required to be invested. All liability of the Issuer to the
Noteholders of such Notes or interest checks and all rights of such Noteholders
against the Issuer under the Notes or interest checks or under this Indenture
shall thereupon cease and determine, and the sole right of such Noteholders
shall thereafter be against such deposit. If any Note or interest check shall
not be presented for payment within the period of two years following its
payment or redemption date, the Indenture Trustee shall return to the Issuer the
money theretofore held by it for payment of such Note or interest check, and
such Note or interest check shall (subject to the defense of any applicable
statute of limitation) thereafter be an unsecured obligation of the Issuer. The
Indenture Trustee's responsibility for any such money shall cease upon
remittance thereof to the Issuer.

                Section 8.07 Laws Governing. It is the intent of the parties
hereto that this Indenture shall be construed in accordance with the laws of
Ohio without reference to its conflict of law provisions. This Indenture is
subject to those 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 8.08 Severability. If any covenant, agreement, waiver,
or part thereof contained in this Indenture be forbidden by any pertinent law or
under any pertinent law be effective to render this Indenture invalid or
unenforceable or to impair the lien hereof, then each such covenant, agreement,
waiver, or part thereof shall itself be and is hereby declared to be wholly
ineffective, and this Indenture shall be construed as if the same were not
included herein.

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                Section 8.09 Exhibits. The terms of the Schedules and Exhibits,
if any, attached to this Indenture are incorporated herein in all particulars.

                Section 8.10 Non-Business Days. Except as may otherwise be
provided herein, if the date for making payment of any amount hereunder or on
any Note, or if the date for taking any action hereunder, is not a Business Day,
then such payment can be made without accruing further interest or action can be
taken on the next succeeding Business Day, with the same force and effect as if
such payment were made when due or action taken on such required date.

                Section 8.11 Parties Interested Herein. Nothing in this
Indenture expressed or implied is intended or shall be construed to confer upon,
or to give to, any Person or entity, other than the Indenture Trustee, the
paying agent, if any, and the holders of the Obligations, any right, remedy or
claim under or by reason of this Indenture or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and agreements in
this Indenture contained by and on behalf of the Issuer are for the sole and
exclusive benefit of the Indenture Trustee, the paying agent, if any, and the
holders of the Obligations.

                Section 8.12 Obligations are Limited Obligations. The Notes and
the obligations of the Issuer contained in this Indenture are special, limited
obligations of the Issuer, secured by and payable solely from the Trust Estate
herein provided. The Issuer and the Indenture Trustee, in its individual
capacity, shall not be obligated to pay the Notes, the interest thereon, or any
other obligation created by or arising from this Indenture from any other
source.

                Section 8.13 Counterparty Rights. Notwithstanding any provision
of this Indenture, no Counterparty that shall be in default under any Derivative
Product with the Issuer shall have any of the rights granted to a Counterparty
or as the Noteholder of an Obligation hereunder.

                Section 8.14 Disclosure of Names and Addresses of Noteholders.
Noteholders by receiving and holding the same, agree with the Issuer and the
Indenture Trustee that neither the Issuer nor the Indenture Trustee nor any
Securities Depository shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Noteholders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Indenture Trustee shall not be held accountable by reason
of mailing any material pursuant to a request made under TIA Section 312(b).

                Section 8.15 Aggregate Principal Amount of Obligations. Whenever
in this Indenture reference is made to the aggregate principal amount of any
Obligations, such phrase shall mean, at any time, the principal amount of any
Notes and the Derivative Value of any Derivative Product.

                Section 8.16 Financed Student Loans. The Issuer expects to
acquire Student Loans and to pledge Student Loans to the Indenture Trustee, in
accordance with this Indenture, which Student Loans, upon becoming subject to
the lien of this Indenture, constitute Financed Student Loans, as defined
herein. If for any reason a Financed Student Loan does not constitute a Student
Loan, or ceases to constitute a Student Loan, such loan shall continue to be
subject to the lien of this Indenture as a Financed Student Loan.

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                Section 8.17 Limitation of Liability of the Co-Owner Trustee. It
is expressly understood and agreed by the parties hereto that (a) this Indenture
is executed and delivered by the Co-Owner Trustee, not individually or
personally but solely as trustee of the Issuer, in the exercise of the powers
and authority conferred and vested in it under the Trust Agreement, (b) 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 the Co-Owner Trustee but is made and intended for the purpose of
binding only the Issuer, and (c) under no circumstances shall the Co-Owner
Trustee 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 the other Basic Documents.

                Section 8.18 Undertaking for Costs. The Issuer and the Indenture
Trustee agree, and each Noteholder by acceptance of an 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 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 8.18 shall not apply to (i) any suit instituted by the Indenture
Trustee, (ii) any suit instituted by any Noteholder, or group thereof, in each
case holding in the aggregate more than ten percent (10%) of the Outstanding
principal amount of the Notes or (iii) any suit instituted by any Noteholder for
the enforcement of the payment of the principal of, premium, if any, or interest
on any Note in accordance with Section 5.12.

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                                   ARTICLE IX

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

                Section 9.01 Trust Irrevocable. The trust created by the terms
and provisions of this Indenture is irrevocable until the indebtedness secured
hereby (the Notes and interest thereon) and all Issuer Derivative Payments are
fully paid or provision made for their payment as provided in this Article IX.

                Section 9.02 Satisfaction of Indenture.

                (a)     If the Issuer shall pay, or cause to be paid, or there
shall otherwise be paid (i) to the Noteholders, the principal of and interest on
the Notes, at the times and in the manner stipulated in this Indenture and (ii)
to each Counterparty, all Issuer Derivative Payments then due, then the pledge
of the Trust Estate hereunder, and all covenants, agreements, and other
obligations of the Issuer to the Noteholders shall thereupon cease, terminate,
and become void and be discharged and satisfied. In such event, the Indenture
Trustee shall execute and deliver to the Issuer all such instruments as may be
desirable to evidence such discharge and satisfaction, and the Indenture Trustee
shall pay over or deliver all money held by it under this Indenture to the party
entitled to receive the same under this Indenture.

                (b)     Any Issuer Derivative Payments are deemed to have been
paid and the applicable Derivative Product terminated when payment of all Issuer
Derivative Payments due and payable to each Counterparty under its respective
Derivative Product have been made or duly provided for to the satisfaction of
each Counterparty and the respective Derivative Product has been terminated.

                (c)     In no event shall the Indenture Trustee deliver over to
the Issuer any Financed Student Loans that were originated under the Act unless
the Issuer is an Eligible Lender, if the Act or Regulations then in effect
require the owner or holder of such Financed Student Loans to be an Eligible
Lender.

                Section 9.03 Cancellation of Paid Notes. Any Notes that have
been paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and
any temporary Notes for which definitive Notes have been delivered shall (unless
otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the
Indenture Trustee and, except for temporary Notes, returned to the Issuer.

                                    ARTICLE X

                                   TERMINATION

                Section 10.01 Termination of the Trust.

                (a)     The trust created by this Indenture shall terminate upon
the later of (A) payment to the Noteholders and to the Indenture Trustee of all
amounts required to be paid to them pursuant to this Indenture and any
Supplemental Indenture and the disposition of all

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property held as part of the Trust Estate or (B) the day following the date on
which all reimbursement obligations to the Counterparties, if any, and any other
Person as may be provided for in any Supplemental Indenture have been paid in
full. The Issuer shall promptly notify the Indenture Trustee of any prospective
termination pursuant to this Section 10.01.

                (b)     Notice of any prospective termination, specifying the
Distribution Date for payment of the final distribution and requesting the
surrender of the Notes for cancellation, shall be given promptly by the
Indenture Trustee by letter to Noteholders mailed not less than 10 nor more than
15 days preceding the specified Distribution Date stating (i) the Distribution
Date upon which final payment of the Notes shall be made, (ii) the amount of any
such final payment, and (iii) the location for presentation and surrender of the
Notes. Payment of the final distribution that shall be made only upon
presentation and surrender of the Notes at the corporate trust office of the
Indenture Trustee specified in the notice.

                Section 10.02 Notice. The Indenture Trustee shall give notice of
termination of the trust created by this Indenture to the Issuer and each Rating
Agency.

                Section 10.03 Auction of Financed Student Loans. The Indenture
Trustee shall offer for sale by auction all remaining Financed Student Loans at
the end of the Collection Period when the Pool Balance is 10% or less of the
initial Pool Balance. The auction date will be the 3rd Business Day before the
related Distribution Date. An auction will occur only if the Master Servicer has
first waived its optional purchase right. The Master Servicer will waive its
option to purchase the remaining Financed Student Loans if it fails to notify
the Trust Eligible Lender Trustee and the Indenture Trustee, in writing, that it
intends to exercise its purchase option before the Indenture Trustee accepts a
bid to purchase the Financed Student Loans. The Depositor and its affiliates,
including Education Lending Group, Inc. and the Master Servicer, and unrelated
third parties may offer bids to purchase the Financed Student Loans. The
Depositor or any affiliate may not submit a bid representing greater than fair
market value of the Financed Student Loans.

                If at least two bids are received, the Indenture Trustee shall
solicit and re-solicit new bids from all participating bidders until only one
bid remains or the remaining bidders decline to resubmit bids. The Indenture
Trustee shall accept the highest of the remaining bids if it equals or exceeds
(a) the Minimum Purchase Amount or (b) the fair market value of the Financed
Student Loans as of the end of the related Collection Period, whichever is
higher. If at least two bids are not received or the highest bid after the
re-solicitation process does not equal or exceed that amount, the Indenture
Trustee shall not complete the sale. The Indenture Trustee may, and at the
direction of the Depositor shall be required to, consult with a financial
advisor, including one of the Underwriters or the Administrator, to determine if
the fair market value of the Financed Student Loans has been offered.

                The net proceeds of any auction sale will be used to retire any
Outstanding Notes on the related Distribution Date.

                If the sale is not completed, the Indenture Trustee may, but
will not be under any obligation to, solicit bids for sale of the Financed
Student Loans after future Collection Periods upon terms similar to those
described above, including the Master Servicer's waiver of its option

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to purchase remaining Financed Student Loans.

                If the Financed Student Loans are not sold as described above,
on each subsequent Distribution Date, if the amount on deposit in the Reserve
Account after giving effect to all withdrawals, except withdrawals payable to
the Co-Owner Trustee for deposit into the Certificate Distribution Account,
exceeds the Reserve Account Requirement, the Indenture Trustee shall distribute
the amount of the excess as accelerated payments of principal of the Notes. The
Indenture Trustee may or may not succeed in soliciting acceptable bids for the
Financed Student Loans either on the auction date or subsequently.

                                   ARTICLE XI

                             REPORTING REQUIREMENTS

                Section 11.01 Annual Statement as to Compliance. The Master
Servicer will deliver to each Rating Agency, the Indenture Trustee and the
Issuer, on or before March 31 of each year, beginning with March 31, 2004, a
certificate stating that (a) a review of the activities of the Master Servicer
during the preceding calendar year and of its performance under the Master
Servicing Agreement has been made under the supervision of the officer signing
such certificate and (b) to the best of such officers' knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under the Master
Servicing Agreement throughout such year, or, there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof.

                Section 11.02 Annual Independent Public Accountant's Servicing
Report. On or before March 31 of each year, beginning March 31, 2004, the Master
Servicer at its expense shall cause an independent public accountant that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to each Rating Agency, the Issuer and the Indenture Trustee to the
effect that such accountant has examined certain documents and records relating
to the servicing of the Financed Student Loans (during the preceding fiscal
year) under servicing agreements substantially similar one to another and to the
Master Servicing Agreement and that, on the basis of such examination, such
servicing has been conducted in compliance with such servicing agreements except
for such significant exceptions or errors in records that, in the opinion of
such accountant, requires it to report and that are set forth in such report.

                Section 11.03 Servicer's Certificate. Each month, not later than
the twenty-fifth day of each month, the Master Servicer shall deliver to the
Indenture Trustee, a certificate certified by an officer of the Master Servicer
certifying to the accuracy of the monthly statement contemplated by Section
11.04.

                Section 11.04 Statements to Noteholders. On or before the
fifteenth day of each month, the Issuer shall provide or cause to be provided to
the Indenture Trustee (with a copy to the Rating Agencies) for the Indenture
Trustee to forward within 5 days of receipt to each Noteholder, a statement
setting forth information with respect to the Notes and Financed Student Loans
as of the end of the preceding month, including the following to the extent
applicable:

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                (a)     the amount of payments with respect to each Series of
Notes paid with respect to principal during the preceding month;

                (b)     the amount of payments with respect to each Series of
Notes paid with respect to interest during the preceding month;

                (c)     the amount of the payments allocable to any interest
that was carried over together with the amount of any remaining outstanding
interest that was carried over;

                (d)     the principal balance of Financed Student Loans as of
the close of business on the last day of the preceding month;

                (e)     the Pool Balance as of the close of business on the last
day of the preceding month;

                (f)     the aggregate outstanding principal amount of the Notes
of each Series as of the close of business on the last day of the preceding
month, after giving effect to payments allocated to principal reported under
clause (a) above;

                (g)     the Pool Factor for each Series of Notes as of the close
of business on the last day of the preceding month;

                (h)     the Senior Parity Percentage as of the close of business
on the last day of the preceding month;

                (i)     the Parity Percentage as of the close of business on the
last day of the preceding month;

                (j)     the interest rate for any Series of variable rate Notes,
indicating how such interest rate is calculated;

                (k)     the amount of the servicing fees allocated to the Master
Servicer as of the close of business on the last day of the preceding month;

                (l)     the amount of the administration fee, the auction agent
fee, market agent fee, calculation agent fee and the trustee fee, if any,
allocated as of the close of business on the last day of the preceding month;

                (m)     the amount of the Recoveries of Principal and interest
received during the preceding month relating to Financed Student Loans;

                (n)     the amount of the payment attributable to moneys in the
Capitalized Interest Account, the amount of any other withdrawals from the
Capitalized Interest Account and the balance of the Capitalized Interest Account
as of the close of business on the last day of the preceding month;

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                (o)     the amount of the payment attributable to moneys in the
Distribution Account, the amount of any other withdrawals from the Distribution
Account and the balance of the Distribution Account as of the close of business
on the last day of the preceding month;

                (p)     the amount of the payment attributable to moneys in the
Reserve Account, the amount of any other withdrawals from the Reserve Account
and the balance of the Reserve Account as of the close of business on the last
day of the preceding month;

                (q)     the portion, if any, of the payments attributable to
amounts on deposit in the Acquisition Account;

                (r)     the aggregate amount, if any, paid by the Indenture
Trustee to acquire Student Loans from amounts on deposit in the Acquisition
Account during the preceding month;

                (s)     the amount remaining in the Acquisition Account that has
not been used to acquire Student Loans and is being transferred to the
Collection Account;

                (t)     the aggregate amount, if any, paid for Financed Student
Loans purchased from the Trust during the preceding month;

                (u)     the number and principal amount of Financed Student
Loans, as of the close of business on the last day of the preceding month, (A)
that are (i) 11 to 30 days delinquent, 31 to 60 days delinquent, (ii) 61 to 90
days delinquent, (iii) 91 to 120 days delinquent, (iv) 121 to 150 days
delinquent, (v) 151 to 180 days delinquent, (vi) greater than 180 days
delinquent, and (B) for which claims have been filed with the appropriate
Guaranty Agency and that are awaiting payment;

                (v)     the Value of the Trust Estate and the Outstanding
principal amount of the Notes as of the close of business on the last day of the
preceding month;

                (w)     the number and percentage by dollar amount of (i)
initial federal reimbursement claims for Financed Student Loans and (ii)
rejected federal reimbursement claims for Financed Student Loans;

                (x)     principal balance of Financed Student Loans in each of
the following statuses: (i) forbearance, (ii) deferment, (iii) claims, (iv)
in-school, (v) grace, and (vi) repayment; and

                (y)     the principal balance of Financed Student Loans by loan
type as of the close of business on the last day of the preceding month.

                Each amount set forth pursuant to paragraph (a), (b), (k) and
(l) above shall be expressed as a dollar amount per Authorized Denomination of a
Note. A copy of the statements referred to above may be obtained by any
Noteholder by a written request to the Indenture Trustee, addressed to its
Corporate Trust Office.

                Within 60 days after each April 15 of each year commencing with
the April 15 following the first issuance of Notes under this Indenture, if
required by Section 313(a) of the

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Trust Indenture Act, the Indenture Trustee shall transmit, pursuant to Section
313(c) of the Trust Indenture Act, a brief report dated as of such April 15 with
respect to any of the events specified in such Section 313(a) which may have
occurred since the later of the immediately preceding April 15 or the date of
this Indenture. The Indenture Trustee shall transmit the reports required by
Section 313(a) of the Trust Indenture Act at the time specified therein. Reports
pursuant to this Section 7.10 shall be transmitted in the manner and to the
Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

                Section 11.05 Compliance Certificates and Opinions.

                (a)     Except as otherwise specifically provided in this
Indenture or in any Supplemental Indenture, upon any application or request by
the Issuer to the Indenture Trustee to take any action under any provision of
this Indenture, including, without limitation, any action relating to
authentication and delivery of any Notes, the release or the release and
substitution of property subject to the lien and security interest of this
Indenture or in any Supplemental Indenture or the satisfaction and discharge of
this Indenture or in any Supplemental Indenture, the Issuer shall furnish (i) a
certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) if required by
the Trust Indenture Act, a certificate from a firm of independent certified
public accountants meeting the applicable requirements of this Section 11.05,
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 or of any Supplemental 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.

                (b)     Prior to the deposit of any property or securities with
the Indenture Trustee that is to be made the basis for the release of any
property subject to the lien created by this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.05(a) or elsewhere in this
Indenture or in any Supplemental Indenture, furnish to the Indenture Trustee (i)
a certificate certifying or stating the opinion of each Person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the property or securities to be so deposited, (ii) 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 and any other
requisite documents, and with respect to the filing of any financing statements
and continuation statements, as are necessary to perfect and make effective the
lien and security interest in favor of the Indenture Trustee, for the benefit of
the Indenture Trustee, created by this Indenture or by any Supplemental
Indenture in the property or securities to be so deposited, and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary

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to make such lien and security interest effective, and (iii) evidence that each
of the Rating Agencies then rating any Outstanding Notes have confirmed that
such action will not result in a reduction, qualification or withdrawal of the
then-current rating of any of the Notes.

                (c)     Whenever the Issuer is required to furnish to the
Indenture Trustee a certificate certifying or stating the opinion of any signer
thereof as to the matters described in paragraph (b) above, the Issuer shall
also furnish to the Indenture Trustee a certificate from a firm of independent
certified public accountants as to the same matters, if the fair value to the
Issuer of the property to be so deposited and of all other such property made
the basis of any such withdrawal or release since the commencement of the
then-current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to paragraph (b) above and this paragraph (c), is ten percent
(10%) or more of the Outstanding principal amount of the Notes, but such a
certificate need not be furnished with respect to any property so deposited, if
the fair value thereof set forth in the related certificate is less than $25,000
or less than one percent (1%) of the Outstanding Amount of the Notes.

                (d)     Other than with respect to any release described in
clause (i) or (ii) of paragraph (f) below, whenever any property or securities
are to be released from the lien created by this Indenture, the Issuer shall
also furnish to the Indenture Trustee a certificate certifying or stating the
opinion of each Person signing such certificate as to the fair value (within 90
days of such release) of the property or securities proposed to be released and
stating that in the opinion of such Person the proposed release will not impair
the security created by this Indenture in contravention of the provisions
hereof.

                (e)     Whenever the Issuer is required to furnish to the
Indenture Trustee a certificate certifying or stating the opinion of any signer
thereof as to the matters described in paragraph (d) above, the Issuer shall
also furnish to the Indenture Trustee a certificate from a firm of independent
certified public accountants as to the same matters, if the fair value to the
Issuer of the property or securities or of all other property or securities
(other than property described in clauses (i) and (ii) of paragraph (f) below)
released from the lien created by this Indenture since the commencement of the
then-current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to paragraph (d) above and this paragraph (e), equals ten
percent (10%) or more of the Outstanding Amount of the Notes, but such a
certificate need not be furnished with respect to any release of property or
securities, if the fair value thereof set forth in the related certificate is
less than $25,000 or less than one percent (1%) of the Outstanding Amount of the
Notes.

                (f)     Notwithstanding any other provision of this Section
11.05, the Issuer may, without compliance with the other provisions of this
Section 11.05, (i) collect, liquidate, sell or otherwise dispose of Financed
Student Loans as and to the extent permitted or required by this Indenture or
the Master Servicing Agreement, and (ii) make cash payments out of the Accounts
as and to the extent permitted or required by this Indenture.

                (g)     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

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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.

                (h)     Any certificate or opinion of an Authorized Officer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such Authorized 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 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 officer of any Master Servicer
or the Issuer, stating that the information with respect to such factual matters
is in the possession of such Master Servicer or the Issuer, 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.

                (i)     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.

                (j)     Whenever in this Indenture or in any Supplemental
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 granting 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.

                (k)     Nothing in this Section 11.05 shall be construed either
as requiring the inclusion in this Indenture or in any Supplemental Indenture of
provisions that the Issuer shall furnish to the Indenture Trustee any other
evidence of compliance with the conditions and covenants provided for in this
Indenture or in any Supplemental Indenture than the evidence specified in this
Section 11.05, or as preventing the inclusion of such provisions in this
Indenture or in any Supplemental Indenture, if the parties hereto agree.

                Section 11.06 Incorporation by Reference of the Trust Indenture
Act. Whenever this Indenture or any Supplemental Indenture refers to a provision
of the Trust Indenture Act, the provision is incorporated by reference in and
made a part of this Indenture. The following terms used in the Trust Indenture
Act shall have the following meanings insofar as such terms are incorporated
into this Indenture pursuant to this Section 11.06.

                "Commission" shall mean the Commission.

                "indenture securities" shall mean the Notes issued and
Outstanding under this Indenture.

                "indenture security holder" shall mean a Noteholder.

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                "indenture to be qualified" shall mean this Indenture.

                "indenture trustee" or "institutional trustee" shall mean the
Indenture Trustee.

                "obligor" on the indenture securities shall mean the Issuer.

                All other terms from the Trust Indenture Act used in this
Indenture that are defined by the Trust Indenture Act, defined by reference in
the Trust Indenture Act to another statute or defined by Commission rule shall
have the meaning assigned to them by such definition in the Trust Indenture Act.

                  [Remainder of page intentionally left blank.]

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                in Witness Whereof, the Issuer, the Indenture Trustee, and the
Trust Eligible Lender 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.

                               EDUCATION FUNDING CAPITAL TRUST-II, by Fifth
                                   Third Bank, not in its individual
                                   capacity, but solely as Co-Owner
                                   Trustee on behalf of the Trust

                               By: /s/ Brian J. Gardner
                                   ----------------------------------------
                                      Name:      Brian J. Gardner
                                      Title:     Assistant Vice President

                               FIFTH THIRD BANK, not in its individual
                                   capacity but solely as Indenture Trustee

                               By: /s/ Brian J. Gardner
                                   ----------------------------------------
                                      Name:      Brian J. Gardner
                                      Title:     Assistant Vice President

                               Acknowledged and accepted as to the Granting
                               Clauses as of the day and year first
                               above written:

                               FIFTH THIRD BANK, not in its individual capacity
                                   but solely as Trust Eligible Lender Trustee

                               By: /s/ Brian J. Gardner
                                   ----------------------------------------
                                      Name:      Brian J. Gardner
                                      Title:     Assistant Vice President

                Education Lending Services, Inc. hereby acknowledges and accepts
the duties and obligations assigned to the Master Servicer in Article XI.

                               EDUCATION LENDING SERVICES, INC.,
                               as Master Servicer

                               By: /s/ Perry D. Moore
                                   ----------------------------------------
                                      Name: Perry D. Moore
                                      Title: Senior Vice President - Finance

<PAGE>

                                   EXHIBIT A-1

                              FORM OF CLASS A NOTES

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.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY
OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTE
                                  SERIES A-___

REGISTERED NO. A-__                                      REGISTERED $__________

MATURITY DATE         INTEREST RATE       ORIGINAL ISSUE DATE        CUSIP NO.
------------------   ------------------   ----------------------  -------------
__________, 20___    As Herein Provided   __________, 20___          __________

PRINCIPAL SUM:__________ DOLLARS
NOTEHOLDER: CEDE & CO.

                EDUCATION FUNDING CAPITAL TRUST-II, a statutory trust formed
under the laws of the State of Delaware (the "Issuer") for value received,
hereby promises to pay to CEDE & CO. (the "Noteholder") or registered assigns,
__________ Dollars (the "Principal Sum"), but solely from the revenues and
receipts hereinafter specified and not otherwise, on __________, 20___ (the
"Maturity Date") (subject to the right of prior redemption hereinafter
described), upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee, as paying agent for the Notes, or a duly
appointed successor paying agent, and to pay interest in arrears on said
Principal Sum, but solely from the revenues and receipts hereinafter specified
and not otherwise, to the Noteholder hereof from the most recent Distribution
Date to which interest has been paid hereon, until the payment in full of the
Principal Sum.

                                      A-1-1

<PAGE>

                Any capitalized words and terms used as defined words and terms
in this Note and not otherwise defined herein shall have the meanings given to
them in the Indenture of Trust dated as of April 1, 2003 (the "Indenture") among
the Issuer, Fifth Third Bank, as Indenture Trustee, and Fifth Third Bank, as
Trust Eligible Lender Trustee.

FOR AUCTION RATE NOTES:

                [This Note shall bear interest at an Auction Rate, all as
determined in Appendix B of the Indenture. The principal of and interest on this
Note are payable in lawful money of the United States of America. Interest
payable on this Note shall be computed on the assumption that each year contains
360 days and actual days elapsed.]

FOR LIBOR NOTES:

                [This Note shall bear interest at a rate equal to three-month
LIBOR, as determined in accordance with Section 1.01(c) of the Indenture, plus
___ percent; provided, however, LIBOR for the first Accrual Period shall be
determined by the Indenture Trustee by reference to straight line interpolation
between one-month LIBOR and two-month LIBOR based on the actual number of days
in the first Accrual Period.

                The principal of and interest on this Note are payable in lawful
money of the United States of America. Interest payable on this Note shall be
computed on the assumption that each year contains 360 days and actual days
elapsed.]

                This Note is one of a Series of Notes of the Issuer designated
Education Loan Backed Notes, Series A-___, dated April 16, 2003 (the "Original
Issue Date"), in the aggregate original principal amount of $__________ (the
"Series A-___ Notes"), which have been authorized and issued by the Issuer
pursuant to the Indenture. The Issuer is, simultaneously with the issuance of
the Series A-___ Notes, issuing $__________ of its Education Loan Backed Notes,
Series A-___ (the "Series A-___ Notes"), $__________ of its Education Loan
Backed Notes, Series A-___ (the "Series A-___ Notes"), $__________ of its
Education Loan Backed Notes, Series A-___ (the "Series A-___ Notes"),
$__________ of its Education Loan Backed Notes, Series A-___ (the "Series A-___
Notes"), $__________ of its Education Loan Backed Notes, Series A-___ (the
"Series A-___ Notes"), $__________ of its Education Loan Backed Notes, Series
A-___ (the "Series A-___ Notes"), $__________ of its Education Loan Backed
Notes, Series A-___ (the "Series A-___ Notes"), and $50,000,000 of its Education
Loan Backed Notes, Series B-1 Notes (the "Series B-1 Notes"). The proceeds of
such Notes shall be used by the Issuer, together with other moneys of the
Issuer, for the purpose of providing funds to finance the acquisition of
education loans, to fund a capitalized interest account, to fund a reserve
account and to pay certain costs and expenses in connection with the issuance of
such Notes.

                Under the Indenture, the Series A-1 Notes, the Series A-2 Notes,
the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes, the Series A-6
Notes, the Series A-7 Notes, and the Series A-8 Notes are defined as "Class A
Notes"; and the Series B-1 Notes are defined as "Class B Notes". The Class A
Notes and the Class B Notes are collectively referred to herein as the "Notes".

                                      A-1-2

<PAGE>

                Under the Indenture, the Series A-1 Notes, the Series A-2 Notes,
and the Series A-3 Notes are defined as "LIBOR Notes"; and the Series A-4 Notes,
the Series A-5 Notes, the Series A-6 Notes, the Series A-7 Notes, the Series A-8
Notes and the Series B-1 Notes are defined as "Auction Rate Notes".

                This Note is subject to mandatory redemption and optional
redemption, all as described in the Indenture.

                Notice of the call for redemption shall be given by the
Indenture Trustee by mailing a copy of the notice at least 12 days prior to the
redemption date to the Noteholders of the Notes to be redeemed in whole or in
part at the address of such Noteholder last showing on the registration books.
Failure to give such notice or any defect therein shall not affect the validity
of any proceedings for the redemption of such Notes for which no such failure or
defect occurs. All Notes called for redemption will cease to bear interest after
the specified redemption date, provided funds for their payment are on deposit
at the place of payment at the time. If less than all Notes are to be redeemed,
Notes shall be selected for redemption as provided in the Indenture.

                The Indenture provides that the Issuer may enter into a
Derivative Product between the Issuer and a Counterparty. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product may
be secured on a parity with any Series of Notes.

                The principal of and interest on the Class A Notes and any
Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments
under Derivative Products secured on a parity with the Class A Notes are payable
on a superior basis to payments of principal of and interest on the Class B
Notes and any Scheduled Issuer Derivative Payments and Specified Issuer
Termination Payments under Derivative Products secured on a parity with the
Class B Notes; provided, however, that current principal and interest may be
paid on the Class B Notes and Scheduled Issuer Derivative Payments and Specified
Issuer Termination Payments under Derivative Products secured on a parity with
the Class B Notes may be paid if all principal and interest payments due and
owing at such time on the Class A Notes and Scheduled Issuer Derivative Payments
and Specified Issuer Termination Payments under Derivative Products secured on a
parity with the Class A Notes previously have been made or provided for as
provided in the Indenture [Insert the following for Auction Rate Notes] [;
provided, further, however, that under certain circumstances described in
Section 1.02(c) of the Indenture, principal may be paid on the Class B Auction
Rate Notes before principal is paid on the Class A Auction Rate Notes].

                Reference is hereby made to the Indenture, a copy of which is on
file in the Corporate Trust Office of the Indenture Trustee, to all of the
provisions of which any Noteholder of this Note by his acceptance hereof hereby
assents, for definitions of terms; the description of and the nature and extent
of the security for the Notes; the Issuer's education loan origination and
acquisition program; the revenues and other money pledged to the payment of the
principal of and interest on the Notes; the nature and extent and manner of
enforcement of the pledge; the conditions upon which the Indenture may be
amended or supplemented with or without the consent of the Noteholders and any
Counterparty; the rights and remedies of the Noteholder

                                      A-1-3

<PAGE>

hereof with respect hereto and thereto, including the limitations upon the right
of a Noteholder hereof to institute any suit, action, or proceeding in equity or
at law with respect hereto and thereto; the rights, duties, and obligations of
the Issuer and the Indenture Trustee thereunder; the terms and provisions upon
which the liens, pledges, charges, trusts, and covenants made therein may be
discharged at or prior to the Stated Maturity or earlier redemption of this
Note, and this Note thereafter shall no longer be secured by the Indenture or be
deemed to be Outstanding thereunder; and for the other terms and provisions
thereof.

                THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY
FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

                No recourse, either directly or indirectly, shall be had for the
payment of the principal of and interest on this Note or any claim based hereon
or in respect hereof or of the Indenture, against the Indenture Trustee, or any
employee, or agent of the Issuer, nor against the State of Delaware, or any
official thereof, but the obligation to pay all amounts required by the
Indenture securing this Note and the obligation to do and perform the covenants
and acts required of the Issuer therein and herein shall be and remain the
responsibility and obligation of said Issuer, limited as herein set forth.

                Subject to the restrictions specified in the Indenture, this
Note is transferable on the registration books kept for that purpose by the
Indenture Trustee, as registrar, upon surrender of this Note for transfer at the
Corporate Trust Office of the Indenture Trustee, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of the same Series,
Stated Maturity, of Authorized Denominations, bearing interest at the same rate,
and for the same aggregate principal amount will be issued to the designated
transferee or transferees. At the option of the Noteholder, any Note may be
exchanged for other Notes in Authorized Denominations upon surrender of the Note
to be exchanged at the Corporate Trust Office of the Indenture Trustee. Upon any
such presentation for exchange, one or more new Notes of the same Series, Stated
Maturity, in Authorized Denominations, bearing interest at the same rate, and
for the same aggregate principal amount as the Note or Notes so surrendered will
be issued to the Noteholder of the Note or Notes so surrendered; and the Note or
Notes so surrendered shall thereupon be cancelled by the Indenture Trustee.

                Notwithstanding the foregoing, so long as the ownership of the
Notes is maintained in book-entry form by The Depository Trust Company (the
"Securities Depository") or a nominee thereof, this Note may be transferred in
whole but not in part only to the Securities Depository or a nominee thereof or
to a successor Securities Depository or its nominee.

                The Issuer, the Indenture Trustee, and any agent of either of
them shall treat the Person in whose name this Note is registered as the
Noteholder hereof (a) on the record date for purposes of receiving timely
payment of interest hereon, and (b) on the date of surrender of this Note for
purposes of receiving payment of principal hereof at its Stated Maturity and (c)
for all other

                                      A-1-4

<PAGE>

purposes, whether or not this Note is overdue, and neither the Issuer, the
Indenture Trustee, nor any such agent shall be affected by notice to the
contrary.

                To the extent permitted by the Indenture, modifications or
alterations of the Indenture may be made with the consent of less than all of
the holders of the Notes then Outstanding or without the consent of any of such
Noteholders (by reason of a change in the Act or the Regulations, to cure
ambiguities or conflicts, or for any other reason stated in Section 7.01 of the
Indenture), but such modification or alteration is not permitted to affect the
Maturity, Stated Maturity, amount, Distribution Date, or rate of interest on any
Outstanding Notes or affect the rights of the Noteholders of less than all of
the Notes Outstanding.

                It is hereby certified and recited that all acts and things
required by the laws of the State of Delaware to happen, exist, and be performed
precedent to and in the issuance of this Note, and the execution of said
Indenture, have happened, exist and have been performed as so required.

                                      A-1-5

<PAGE>

                IN WITNESS WHEREOF, the Issuer has caused this Note to be
executed in its name and on its behalf, all as of the Original Issue Date.

                               EDUCATION FUNDING CAPITAL TRUST-II

                               By:    Fifth Third Bank,
                                      as Co-Owner Trustee,

                               By
                                   ----------------------------------------
                                      Name:
                                      Title:

                                      A-1-6

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

                This Note is one of the Series A-__ Notes designated therein and
described in the within-mentioned Indenture.

                                      FIFTH THIRD BANK, as Indenture Trustee

                                      By:
                                         ---------------------------------------
                                         Authorized Signatory

Authentication Date:

----------------------------------------

                                   ASSIGNMENT

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto __________ (Social Security or other identifying number
__________) the within Note and all rights thereunder and hereby irrevocably
appoints __________ attorney to transfer the within Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                                Signed:

-----------------------------         ----------------------------------------

                                      NOTICE: The signature on this Assignment
                                      must correspond with the name of the
                                      Noteholder as it appears on the face of
                                      the within Note in every particular.

Signature Guaranteed by:

----------------------------------------
A Member of The New York Stock
Exchange or a State or National Bank

                                      A-1-7

<PAGE>
                                   EXHIBIT A-2

                              FORM OF CLASS B NOTES

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.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY
OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTE
                                   SERIES B-1

REGISTERED NO. A-__                                      REGISTERED $__________

MATURITY DATE          INTEREST RATE       ORIGINAL ISSUE DATE      CUSIP NO.
------------------   ------------------   ----------------------  -------------
March 17, 2042       As Herein Provided   __________, 20___       __________

PRINCIPAL SUM:  __________ DOLLARS
NOTEHOLDER: CEDE & CO.

                EDUCATION FUNDING CAPITAL TRUST-II, a statutory trust formed
under the laws of the State of Delaware (the "Issuer") for value received,
hereby promises to pay to CEDE & CO. (the "Noteholder") or registered assigns,
__________ Dollars (the "Principal Sum"), but solely from the revenues and
receipts hereinafter specified and not otherwise, on March 17, 2042 (the
"Maturity Date") (subject to the right of prior redemption hereinafter
described), upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee, as paying agent for the Notes, or a duly
appointed successor paying agent, and to pay interest in arrears on said
Principal Sum, but solely from the revenues and receipts hereinafter specified
and not otherwise, to the Noteholder hereof from the most recent Distribution
Date to which interest has been paid hereon, until the payment in full of the
Principal Sum.

                                      A-2-1

<PAGE>

                Any capitalized words and terms used as defined words and terms
in this Note and not otherwise defined herein shall have the meanings given to
them in the Indenture of Trust dated as of April 1, 2003 (the "Indenture") among
the Issuer, Fifth Third Bank, as Indenture Trustee, and Fifth Third Bank, as
Trust Eligible Lender Trustee.

                This Note shall bear interest at an Auction Rate, all as
determined in Appendix B of the Indenture. The principal of and interest on this
Note are payable in lawful money of the United States of America. Interest
payable on this Note shall be computed on the assumption that each year contains
360 days and actual days elapsed.

                This Note is one of a Series of Notes of the Issuer designated
Education Loan Backed Notes, Series B-1, dated April 16, 2003 (the "Original
Issue Date"), in the aggregate original principal amount of $50,000,000 (the
"Series B-1 Notes"), which have been authorized by the Issuer, and issued by the
Issuer pursuant to the Indenture. The Issuer is, simultaneously with the
issuance of the Series B-1 Notes, issuing $80,000,000 of its Education Loan
Backed Notes, Series A-1 (the "Series A-1 Notes"), $144,000,000 of its Education
Loan Backed Notes, Series A-2 (the "Series A-2 Notes"), $276,000,000 of its
Education Loan Backed Notes, Series A-3 (the "Series A-3 Notes"), $75,000,000 of
its Education Loan Backed Notes, Series A-4 (the "Series A-4 Notes"),
$75,000,000 of its Education Loan Backed Notes, Series A-5 (the "Series A-5
Notes"), $100,000,000 of its Education Loan Backed Notes, Series A-6 (the
"Series A-6 Notes"), $100,000,000 of its Education Loan Backed Notes, Series A-7
(the "Series A-7 Notes"), and $100,000,000 of its Education Loan Backed Notes,
Series A-8 Notes (the "Series A-8 Notes"). The proceeds of such Notes shall be
used by the Issuer, together with other moneys of the Issuer, for the purpose of
providing funds to finance the acquisition of education loans, to fund a
capitalized interest account, to fund a reserve account and to pay certain costs
and expenses in connection with the issuance of such Notes.

                Under the Indenture, the Series A-1 Notes, the Series A-2 Notes,
the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes, the Series A-6
Notes, the Series A-7 Notes, and the Series A-8 Notes are defined as "Class A
Notes"; and the Series B-1 Notes are defined as "Class B Notes". The Class A
Notes and the Class B Notes are collectively referred to herein as the "Notes".

                Under the Indenture, the Series A-1 Notes, the Series A-2 Notes,
and the Series A-3 Notes are defined as "LIBOR Notes"; and the Series A-4 Notes,
the Series A-5 Notes, the Series A-6 Notes, the Series A-7 Notes, the Series A-8
Notes and the Series B-1 Notes are defined as "Auction Rate Notes".

                This Note is subject to mandatory redemption and optional
redemption, all as described in the Indenture.

                Notice of the call for redemption shall be given by the
Indenture Trustee by mailing a copy of the notice at least 12 days prior to the
redemption date to the Noteholders of the Notes to be redeemed in whole or in
part at the address of such Noteholder last showing on the registration books.
Failure to give such notice or any defect therein shall not affect the validity
of any proceedings for the redemption of such Notes for which no such failure or
defect occurs. All

                                      A-2-2

<PAGE>

Notes called for redemption will cease to bear interest after the specified
redemption date, provided funds for their payment are on deposit at the place of
payment at the time. If less than all Notes are to be redeemed, Notes shall be
selected for redemption as provided in the Indenture.

                The Indenture provides that the Issuer may enter into a
Derivative Product between the Issuer and a Counterparty. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product may
be secured on a parity with any Series of Notes.

                The principal of and interest on the Class A Notes and any
Scheduled Issuer Derivative Payments and Specified Issuer Termination Payments
under Derivative Products secured on a parity with the Class A Notes are payable
on a superior basis to payments of principal of and interest on the Class B
Notes and any Scheduled Issuer Derivative Payments and Specified Issuer
Termination Payments under Derivative Products secured on a parity with the
Class B Notes; provided, however, that current principal and interest may be
paid on the Class B Notes and Scheduled Issuer Derivative Payments and Specified
Issuer Termination Payments under Derivative Products secured on a parity with
the Class B Notes may be paid if all principal and interest payments due and
owing at such time on the Class A Notes and Scheduled Issuer Derivative Payments
and Specified Issuer Termination Payments under Derivative Products secured on a
parity with the Class A Notes previously have been made or provided for as
provided in the Indenture; provided, further, however, that under certain
circumstances described in Section 1.02(c) of the Indenture, principal may be
paid on the Class B Auction Rate Notes before principal is paid on the Class A
Auction Rate Notes.

                Reference is hereby made to the Indenture, a copy of which is on
file in the Corporate Trust Office of the Indenture Trustee, to all of the
provisions of which any Noteholder of this Note by his acceptance hereof hereby
assents, for definitions of terms; the description of and the nature and extent
of the security for the Notes; the Issuer's education loan origination and
acquisition program; the revenues and other money pledged to the payment of the
principal of and interest on the Notes; the nature and extent and manner of
enforcement of the pledge; the conditions upon which the Indenture may be
amended or supplemented with or without the consent of the Noteholders and any
Counterparty; the rights and remedies of the Noteholder hereof with respect
hereto and thereto, including the limitations upon the right of a Noteholder
hereof to institute any suit, action, or proceeding in equity or at law with
respect hereto and thereto; the rights, duties, and obligations of the Issuer
and the Indenture Trustee thereunder; the terms and provisions upon which the
liens, pledges, charges, trusts, and covenants made therein may be discharged at
or prior to the Stated Maturity or earlier redemption of this Note, and this
Note thereafter shall no longer be secured by the Indenture or be deemed to be
Outstanding thereunder; and for the other terms and provisions thereof.

                THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY
FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

                No recourse, either directly or indirectly, shall be had for the
payment of the principal of and interest on this Note or any claim based hereon
or in respect hereof or of the Indenture, against the Indenture Trustee, or any
employee, or agent of the Issuer, nor against the State of

                                      A-2-3

<PAGE>

Delaware, or any official thereof, but the obligation to pay all amounts
required by the Indenture securing this Note and the obligation to do and
perform the covenants and acts required of the Issuer therein and herein shall
be and remain the responsibility and obligation of said Issuer, limited as
herein set forth.

                Subject to the restrictions specified in the Indenture, this
Note is transferable on the registration books kept for that purpose by the
Indenture Trustee, as registrar, upon surrender of this Note for transfer at the
Corporate Trust Office of the Indenture Trustee, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of the same Series,
Stated Maturity, of Authorized Denominations, bearing interest at the same rate,
and for the same aggregate principal amount will be issued to the designated
transferee or transferees. At the option of the Noteholder, any Note may be
exchanged for other Notes in Authorized Denominations upon surrender of the Note
to be exchanged at the Corporate Trust Office of the Indenture Trustee. Upon any
such presentation for exchange, one or more new Notes of the same Series, Stated
Maturity, in Authorized Denominations, bearing interest at the same rate, and
for the same aggregate principal amount as the Note or Notes so surrendered will
be issued to the Noteholder of the Note or Notes so surrendered; and the Note or
Notes so surrendered shall thereupon be cancelled by the Indenture Trustee.

                Notwithstanding the foregoing, so long as the ownership of the
Notes is maintained in book-entry form by The Depository Trust Company (the
"Securities Depository") or a nominee thereof, this Note may be transferred in
whole but not in part only to the Securities Depository or a nominee thereof or
to a successor Securities Depository or its nominee.

                The Issuer, the Indenture Trustee, and any agent of either of
them shall treat the Person in whose name this Note is registered as the
Noteholder hereof (a) on the record date for purposes of receiving timely
payment of interest hereon, and (b) on the date of surrender of this Note for
purposes of receiving payment of principal hereof at its Stated Maturity and (c)
for all other purposes, whether or not this Note is overdue, and neither the
Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to
the contrary.

                To the extent permitted by the Indenture, modifications or
alterations of the Indenture may be made with the consent of less than all of
the holders of the Notes then Outstanding or without the consent of any of such
Noteholders (by reason of a change in the Act or the Regulations, to cure
ambiguities or conflicts, or for any other reason stated in Section 7.01 of the
Indenture), but such modification or alteration is not permitted to affect the
Maturity, Stated Maturity, amount, Distribution Date, or rate of interest on any
Outstanding Notes or affect the rights of the Noteholders of less than all of
the Notes Outstanding.

                It is hereby certified and recited that all acts and things
required by the laws of the State of Delaware to happen, exist, and be performed
precedent to and in the issuance of this Note, and the execution of said
Indenture, have happened, exist and have been performed as so required.

                                      A-2-4

<PAGE>

                IN WITNESS WHEREOF, the Issuer has caused this Note to be
executed in its name and on its behalf, all as of the Original Issue Date.

                                      EDUCATION FUNDING CAPITAL TRUST-II

                                      By:   Fifth Third Bank,
                                            as Co-Owner Trustee,

                                      By
                                        -----------------------------------
                                            Name:
                                            Title:

                                      A-2-5

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

                This Note is one of the Series B-1 Notes designated therein and
described in the within-mentioned Indenture.

                                      FIFTH THIRD BANK, as Indenture Trustee

                                      By:
                                         ----------------------------------
                                         Authorized Signatory

Authentication Date:

----------------------------------

                                   ASSIGNMENT

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto __________ (Social Security or other identifying number
__________) the within Note and all rights thereunder and hereby irrevocably
appoints __________ attorney to transfer the within Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                             Signed:

-------------------------------    ---------------------------------------------

                                   NOTICE:The signature on this Assignment must
                                   correspond with the name of the Noteholder
                                   as it appears on the face of the within
                                   Note in every particular.

Signature Guaranteed by:

-------------------------------------
A Member of The New York Stock
Exchange or a State or National Bank

                                      A-2-6

<PAGE>

                                    EXHIBIT B

                      STUDENT LOAN ACQUISITION CERTIFICATE

                This Student Loan Acquisition Certificate (this "Certificate")
is submitted pursuant to the provisions of Section 4.02 of the Indenture of
Trust dated as of April 1, 2003 (the "Indenture") among Education Funding
Capital Trust-II (the "Issuer"), Fifth Third Bank, as Indenture Trustee, and
Fifth Third Bank, as Trust Eligible Lender 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 Indenture
Trustee, you are hereby authorized and requested to disburse to Education
Lending Services, Inc. the sum of $__________ (or, in the case of an exchange,
the Student Loans listed in Exhibit A hereto) for the acquisition 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 (the "Acquired Student Loans"). The remaining unpaid
principal amount of each Acquired Student Loan is as shown on such Schedule A.

                2.      The amount to be disbursed pursuant to this Certificate
does not exceed the amount permitted by Section 4.02 of the Indenture (or, if a
Financed Student Loan is being sold in exchange for an Acquired Student Loan
under the Indenture, the aggregate unpaid principal amount of, and accrued
interest on, such Financed Student Loan does not exceed the amount permitted by
Section 4.02 of the Indenture).

                3.      Each Acquired Student Loan is an Student Loan authorized
so to be acquired by the Indenture.

                4.      You have been previously, or are herewith, provided with
the following items (the items listed in (a), (b), (c), (d), (f) and (g) have
been received and are being retained, on your behalf, by the Issuer or the
Master Servicer):

                (a)     a copy of the Depositor Transfer and Sale Agreement
between the Issuer and the Eligible Lender with respect to the Acquired Student
Loans;

                (b)     with respect to each Insured Student Loan included among
the Acquired Student Loans, the Certificate of Insurance relating thereto;

                (c)     with respect to each Guaranteed Student Loan included
among the Acquired Student Loans, a certified copy of the Guarantee Agreement
relating thereto;

                (d)     an Opinion of Counsel to the Issuer specifying each
action necessary to perfect a security interest in all Student Loans to be
acquired by the Issuer pursuant to the Depositor Transfer and Sale Agreement in
favor of the Indenture Trustee in the manner provided for by the provisions of
20 U.S.C. Section 1087-2(d)(3) or 20 U.S.C. ss.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 the Issuer shall provide any amended opinion to
you);

                                        1

<PAGE>

                (e)     a certificate of an Authorized Officer of the Issuer to
the effect that (i) the Issuer is not in default in the performance of any of
its covenants and agreements made in the Depositor Transfer and Sale Agreement
relating to the Acquired Student Loans; (ii) with respect to all Acquired
Student Loans that are Insured, Insurance is in effect with respect thereto, and
with respect to all Acquired Student Loans that are Guaranteed, the Guarantee
Agreement is in effect with respect thereto; and (iii) the Issuer is not in
default in the performance of any of its covenants and agreements made in any
Contract of Insurance or the Guarantee Agreement applicable to the Acquired
Student Loans;

                (f)     evidence that the promissory notes evidencing the
Acquired Student Loans have had stamped thereon or affixed thereto (individually
or by blanket endorsement) a notice specifying that they have been assigned to
the Indenture Trustee with all necessary endorsements; and

                (g)     instruments duly assigning the Acquired Student Loans to
the Indenture Trustee.

                5.      The Issuer is not, on the date hereof, in default under
the Indenture or in the performance of any of its covenants and agreements made
in the Depositor Transfer and Sale Agreement relating to the Acquired Student
Loans, and, to the best knowledge of the Issuer, the Eligible Lender is not in
default under the Transfer and Sale Agreements applicable to the Acquired
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, nor
of any circumstances that would reasonably prevent reliance upon the Opinion of
Counsel referred to in paragraphs 4(d) hereof.

                6.      All of the conditions specified in the Depositor
Transfer and Sale Agreement applicable to the Acquired Student Loans and the
Indenture for the acquisition of the Acquired Student Loans and the disbursement
hereby authorized and requested have been satisfied; provided that the Issuer
may waive the requirement of receiving an Opinion of Counsel from the counsel to
the Lender.

                7.      If a Financed Student Loan is being sold in exchange for
an Acquired Student Loan, the final expected maturity date of such Acquired
Student Loan shall be substantially similar to that of the Financed Student Loan
being sold and such sale and exchange shall not adversely affect the ability of
the Trust Estate to make timely principal and interest payments on its
Obligations.

                8.      With respect to all Acquired Student Loans that are
Insured, Insurance is in effect with respect thereto, and with respect to all
Acquired Student Loans that are Guaranteed, the Guarantee Agreement is in effect
with respect thereto.

                9.      The Issuer is not in default in the performance of any
of its covenants and agreements made in any Contract of Insurance or the
Guarantee Agreement applicable to the Acquired Student Loans.

                10.     The undersigned is authorized to sign and submit this
Certificate on behalf of the Issuer.

                                        2

<PAGE>

                11.     Student Loans are being acquired at a price that permits
the results of the Cash Flows provided to the Rating Agencies on the Closing
Date to be sustained.

                  [Remainder of page intentionally left blank.]

                                        3

<PAGE>

                WITNESS my hand this ___ day of __________ 20___.

                                   EDUCATION FUNDING CAPITAL TRUST-II, by Fifth
                                             Third Bank, not in its individual
                                             capacity, but solely as Co-Owner
                                             Trustee on behalf of the Trust

                                   By:
                                      -------------------------------------
                                         Name:
                                         Title:

                                        4

<PAGE>

                                   SCHEDULE A

                          STUDENT LOANS TO BE ACQUIRED

<PAGE>

                                   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 agreement or instrument incorporating this
Appendix and in any certificate or other document made or delivered pursuant
thereto unless otherwise defined therein.

                (b)     As used herein, in any agreement or instrument
incorporating this Appendix and in any certificate or other document made or
delivered pursuant thereto, accounting terms not defined in this Appendix or in
any such agreement or instrument, certificate or other document, and accounting
terms partly defined in this Appendix or in any such agreement or 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 agreement or 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 agreement or instrument, certificate or other
document shall control.

                (c)     The words "hereof," "herein," "hereunder," and words of
similar import when used in an agreement or instrument refer to such agreement
or instrument as a whole and not to any particular provision or subdivision
thereof; references in an agreement or 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
agreement or 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.

                                       A-1

<PAGE>

                                   Definitions

                "Accounts" means any accounts established pursuant to Section
4.01 of the Indenture.

                "Accrual Period" with respect to a Series of Auction Rate Notes
means, initially, the period beginning on the Closing Date and ending on the
Initial Auction Date for that Series, and thereafter, the period beginning on an
Auction Rate Distribution Date for that Series and ending on the day before the
next Auction Rate Distribution Date for that Series; "Accrual Period" with
respect to a Series of LIBOR Notes means, initially, the period beginning on the
Closing Date and ending on June 15, 2003, the day before the first Quarterly
Distribution Date, and thereafter, the period beginning on a Quarterly
Distribution Date and ending on the day before the next Quarterly Distribution
Date.

                "Acquisition Account" means the Account bearing that name
established pursuant to Section 4.01 of the Indenture, including any Subaccounts
created therein.

                "Act" means the Higher Education Act of 1965, as amended,
together with any rules, regulations and interpretations thereunder.

                "Add-on Consolidation Loan" means a Student Loan included in the
Trust Estate, the principal balance of which is added to an existing
Consolidation Loan during the Add-on Period, as required by the Act.

                "Add-on Period" means, for each Series of Notes issued under the
Indenture, the period of 180 days after the last date of origination of any
Consolidation Loan acquired by the Issuer with the proceeds of such Note
offering.

                "Administration Agreement" means the Administration Agreement
dated as of April 1, 2003, between the Issuer and the Administrator.

                "Administration Fee" shall have the meaning set forth in the
Administration Agreement.

                "Administrator" means Education Lending Services, Inc., in its
capacity as administrator of the Issuer and the Financed Student Loans, and any
successor thereto.

                "Administrator Default" shall have the meaning set forth in
Section 12 of the Administration Agreement.

                "Administrator's Certificate" means the certificate of the
Administrator delivered pursuant to Section 2(b)(ii) of the Administration
Agreement.

                "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

                                       A-2

<PAGE>

ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                "Auction Agent Agreement" shall have the meaning given to that
term in Appendix B.

                "Auction Rate Distribution Dates" means each Payment Date (as
defined in Appendix B).

                "Auction Rate Notes" means the Series A-4 Notes, the Series A-5
Notes, the Series A-6 Notes, the Series A-7 Notes, the Series A-8 Notes and the
Series B-1 Notes.

                "Authorized Denominations" with respect to the LIBOR Notes means
$1,000 and any integral multiple thereof, and with respect to the Auction Rate
Notes means $50,000 and any integral multiple thereof.

                "Authorized Officer" means (i) with respect to the Issuer, any
officer of the Co-Owner Trustee or Administrator who is authorized to act for
the Co-Owner Trustee or Administrator in matters relating to the Issuer pursuant
to the Basic Documents and who is identified on the lists of Authorized Officers
delivered by the Co-Owner Trustee and Administrator to the Indenture Trustee on
a Closing Date (as such list may be modified or supplemented from time to time
thereafter) and (ii) with respect to the Depositor, the Seller, the Master
Servicer and the Administrator, any officer or other authorized representative
of the Seller, the Master Servicer or the Administrator, respectively, who is
authorized to act for the Depositor, the Seller, the Master Servicer or the
Administrator, respectively, in matters relating to itself or to the Issuer and
to be acted upon by the Depositor, the Seller, the Master Servicer or the
Administrator, respectively, pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by the Depositor, the
Seller, the Master Servicer and the Administrator, respectively, to the
Indenture Trustee on a Closing Date (as such list may be modified or
supplemented from time to time thereafter).

                "Available Funds" means, as to a Distribution Date or any
related Monthly Expense Payment Date, the sum of the following amounts for the
related Collection Period or, in the case of an Auction Rate Distribution Date
occurring while any LIBOR Notes remain Outstanding, the applicable portion of
these amounts:

                (i)     all collections received by the Master Servicer on the
                        Financed Student Loans, including any Guarantee Payments
                        received on the Financed Student Loans, but net of:

                        (1)     any collections in respect of principal on the
                                Financed Student Loans applied by the Issuer to
                                repurchase Guaranteed Student Loans from the
                                Guarantors under the Guarantee Agreements, and

                        (2)     amounts required by the Act to be paid to the
                                Department or to be repaid to borrowers, whether
                                or not in the form of a principal reduction of
                                the applicable Financed Student Loan, on the
                                Financed Student Loans for that Collection
                                Period including Consolidation Loan rebate fees;

                                       A-3

<PAGE>

                (ii)    any Interest Subsidy Payments and Special Allowance
                        Payments received by the Master Servicer or the Trust
                        Eligible Lender Trustee during that Collection Period
                        for the Financed Student Loans;

                (iii)   all proceeds of the liquidation of defaulted Financed
                        Student Loans that were liquidated during that
                        Collection Period in accordance with the Master
                        Servicer's customary servicing procedures, net of
                        expenses incurred by the Master Servicer related to
                        their liquidation and any amounts required by law to be
                        remitted to the borrower on the liquidated Financed
                        Student Loans, and all recoveries on liquidated Financed
                        Student Loans that were written off in prior Collection
                        Periods or during that Collection Period;

                (iv)    the aggregate purchase amounts received during that
                        Collection Period for those Financed Student Loans
                        repurchased by the Depositor or purchased by the Master
                        Servicer or for Financed Student Loans sold to another
                        Eligible Lender pursuant to the Master Servicing
                        Agreement;

                (v)     the aggregate purchase amounts received during that
                        Collection Period for those Student Loans purchased by
                        the Seller;

                (vi)    the aggregate amounts, if any, received from the Seller,
                        the Depositor or the Master Servicer, as the case may
                        be, as reimbursement of non-guaranteed interest amounts,
                        or lost Interest Subsidy Payments and Special Allowance
                        Payments, on the Financed Student Loans pursuant to the
                        Transfer and Sale Agreements or the Master Servicing
                        Agreement;

                (vii)   amounts received by the Issuer pursuant to the Master
                        Servicing Agreement during that Collection Period as to
                        yield or principal adjustments; and

                (viii)  investment earnings on that Distribution Date and any
                        interest remitted by the Indenture Trustee to the
                        Collection Account prior to such Distribution Date or
                        Monthly Expense Payment Date;

                provided that if on any Distribution Date there would not be
sufficient funds, after application of Available Funds, as defined above, and
application of amounts available from the Capitalized Interest Account and the
Reserve Account, to pay the Monthly Issuer Fees and the items specified in
clauses (i) and (ii) of each of Sections 4.03(d) and (e) (but excluding each
clause (ii), and including clauses (iii) through (xii) of Section 4.03(d), in
the event that a condition exists as described in either of clause (i) or (ii)
of Section 1.02(c)), then Available Funds on that Distribution Date will
include, in addition to the Available Funds as defined above, amounts on deposit
in the Collection Account, or amounts held by the Indenture Trustee, or which
the Indenture Trustee reasonably estimates to be held by the Indenture Trustee,
for deposit into the Collection Account which would have constituted Available
Funds for the Distribution Date succeeding that Distribution Date, up to the
amount necessary to pay such items, and the Available Funds for the succeeding
Distribution Date will be adjusted accordingly.

                                       A-4

<PAGE>

                "Bailments" means collectively the Bailment Notice and
Acknowledgement dated April 16, 2003 among the Trust, the Trust Eligible Lender
Trustee, the Indenture Trustee and Great Lakes Educational Loan Services, Inc.,
and the Bailment Notice and Acknowledgement dated April 16, 2003 among the
Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and ACS
Education Services, Inc.

                "Basic Documents" means the Trust Agreement, the Indenture, any
Supplemental Indenture, the Eligible Lender Trust Agreements, the Transfer and
Sale Agreements, the Master Servicing Agreement, the Subservicing Agreements,
the Bailments, the Administration Agreement, the Guarantee Agreements, the
Auction Agent Agreement, the Market Agent Agreement, the Broker-Dealer
Agreements, the Underwriting Agreement, any Derivative Product and other
documents and certificates delivered in connection with any thereof.

                "Borrower" means an individual who is the maker of a Borrower
Note and, with respect to Guaranteed Student Loans, who obtains a Student Loan
from an "eligible lender" in accordance with the Act and the policies and
procedures of a Federal Guarantor.

                "Borrower Note" means a promissory note of a Borrower for a
Student Loan, which promissory note, in the case of Guaranteed Student Loans,
shall be set forth on the appropriate form furnished by the Federal Guarantor
and shall meet the criteria set forth by the Act and the policies and procedures
of the Federal Guarantor.

                "Broker-Dealer Agreement" shall have the meaning given to that
term in Appendix B.

                "Business Day" means any day other than (i) a Saturday or a
Sunday, or (ii) a day on which banking institutions or trust companies in the
State of Ohio, or in the city in which the Corporate Trust Office of the
Indenture Trustee is located, are authorized or obligated by law, regulation or
executive order to remain closed.

                "Calculation Agent" means Citigroup Global Markets Inc.

                "Capitalized Interest Account" means the Account bearing that
name established pursuant to Section 4.01 of the Indenture, including any
Subaccounts created therein.

                "Cash Flows" means cash flow schedules prepared by the Issuer or
its designee, including a listing of all assumptions used in the preparation of
such cash flow schedules, and provided to each Rating Agency. All assumptions
used in the preparation of the Cash Flows shall be reasonable in the judgment of
the Issuer and disclosed in writing to each Rating Agency.

                "Certificate Distribution Account" shall have the meaning given
to that term in the Trust Agreement.

                "Certificate of Insurance" means any Certificate evidencing a
Financed Student Loan is Insured pursuant to a Contract of Insurance.

                "Class A Note Interest Shortfall" means, for any Distribution
Date, the sum, for all of the Class A Notes with a Distribution Date on this
Distribution Date, of the excess of:

                                       A-5

<PAGE>

                (i)     the amount of interest (excluding Carry-over Amounts)
                        that was payable on each Series of Class A Notes with a
                        Distribution Date on this Distribution Date on the
                        preceding Distribution Date for the Series, over

                (ii)    the amount of interest actually distributed with respect
                        to these Class A Notes on that preceding Distribution
                        Date, plus interest on the amount of that excess, to the
                        extent permitted by law, at the interest rates on these
                        Class A Notes from that preceding Distribution Date to
                        the current Distribution Date.

                "Class A Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of:

                (i)     the Class A Noteholders' Principal Distribution Amount
                        on that Distribution Date, over

                (ii)    the amount of principal actually distributed or
                        allocated to the Class A Noteholders on that
                        Distribution Date.

                "Class A Noteholders' Distribution Amount" means, for any
Distribution Date, the sum of the Class A Noteholders' Interest Distribution
Amount and the Class A Noteholders' Principal Distribution Amount on that
Distribution Date.

                "Class A Noteholders' Interest Distribution Amount" means, for
any Distribution Date, the sum of:

                (i)     the amount of interest accrued at the Class A Note
                        interest rates for the related Accrual Period with
                        respect to all Series of Class A Notes with a
                        Distribution Date on this Distribution Date on the
                        aggregate Outstanding principal balances of these Series
                        of Class A Notes on the applicable immediately preceding
                        Distribution Date(s) after giving effect to all
                        principal distributions to Class A Noteholders on
                        preceding Distribution Dates or, in the case of the
                        first Distribution Date for these Series of Class A
                        Notes, on the Closing Date, and

                (ii)    the Class A Note Interest Shortfall on that Distribution
                        Date.

                "Class A Noteholders' Principal Distribution Amount" means:

                (i)     for any Distribution Date occurring while any LIBOR
                        Notes are Outstanding, the Principal Distribution Amount
                        on that Distribution Date plus the Class A Note
                        Principal Shortfall as of the close of the preceding
                        Distribution Date; and

                (ii)    for any Distribution Date occurring while there are no
                        LIBOR Notes Outstanding but before the date on which the
                        Class A Auction Rate Noteholders have been paid in full,
                        the Principal Distribution Amount on that Distribution
                        Date plus the Class A Note Principal Shortfall as of the
                        close of the preceding Distribution Date less the
                        greatest amount that can be paid as principal on the
                        Class B Notes without reducing the Senior Parity

                                       A-6

<PAGE>

                        Percentage below the Required Senior Parity Percentage
                        or reducing the Parity Percentage below the Required
                        Parity Percentage, with those percentages computed
                        assuming that immediately prior to the computation, that
                        amount of principal was actually made on the Class B
                        Notes;

provided that the Class A Noteholders' Principal Distribution Amount will not
exceed the Outstanding principal balance of the Class A Notes. In addition:

                (1)     on the Stated Maturity of the Series A-1 Notes, the
                        principal required to be distributed to Series A-1
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-1
                        Notes to zero;

                (2)     on the Stated Maturity of the Series A-2 Notes, the
                        principal required to be distributed to Series A-2
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-2
                        Notes to zero;

                (3)     on the Stated Maturity of the Series A-3 Notes, the
                        principal required to be distributed to Series A-3
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-3
                        Notes to zero;

                (4)     on the Stated Maturity of the Series A-4 Notes, the
                        principal required to be distributed to Series A-4
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-4
                        Notes to zero;

                (5)     on the Stated Maturity of the Series A-5 Notes, the
                        principal required to be distributed to Series A-5
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-5
                        Notes to zero;

                (6)     on the Stated Maturity of the Series A-6 Notes, the
                        principal required to be distributed to Series A-6
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-6
                        Notes to zero;

                (7)     on the Stated Maturity of the Series A-7 Notes, the
                        principal required to be distributed to Series A-7
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-7
                        Notes to zero; and

                (8)     on the Stated Maturity of the Series A-8 Notes, the
                        principal required to be distributed to Series A-8
                        Noteholders will include the amount required to reduce
                        the Outstanding principal balance of the Series A-8
                        Notes to zero.

                "Class A Notes" means the Series A-1 Notes, the Series A-2
Notes, the Series A-3 Notes, the Series A-4 Notes, the Series A-5 Notes, the
Series A-6 Notes, the Series A-7 Notes, and the Series A-8 Notes.

                "Class B Note Interest Shortfall" means, for any Distribution
Date, the excess of:

                                       A-7

<PAGE>

                (i)     the Class B Noteholders' Interest Distribution Amount on
                        the preceding Distribution Date, over

                (ii)    the amount of interest actually distributed to the Class
                        B Noteholders on that preceding Distribution Date, plus
                        interest on the amount of that excess, to the extent
                        permitted by law, at the Class B Note interest rate from
                        that preceding Distribution Date to the current
                        Distribution Date.

                "Class B Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of:

                (i)     the Class B Noteholders' Principal Distribution Amount
                        on that Distribution Date, over

                (ii)    the amount of principal actually distributed or
                        allocated to the Class B Noteholders on that
                        Distribution Date.

                "Class B Noteholders' Distribution Amount" means, for any
Distribution Date, the sum of the Class B Noteholders' Interest Distribution
Amount and the Class B Noteholders' Principal Distribution Amount on that
Distribution Date.

                "Class B Noteholders' Interest Distribution Amount" means, for
any Distribution Date, the sum of:

                (i)     the amount of interest accrued at the Class B Note rate
                        for the related Accrual Period on the Outstanding
                        principal balance of the Class B Notes on the
                        immediately preceding Distribution Date, after giving
                        effect to all principal distributions to Class B
                        Noteholders on that preceding Distribution Date, and

                (ii)    the Class B Note Interest Shortfall on that Distribution
                        Date.

                "Class B Noteholders' Principal Distribution Amount" means:

                (i)     for any Distribution Date occurring while there are no
                        LIBOR Notes Outstanding but before the date on which the
                        Class A Auction Rate Noteholders have been paid in full,
                        the greatest amount that can be paid as principal on the
                        Class B Notes without reducing the Senior Parity
                        Percentage below the Required Senior Parity Percentage
                        or reducing the Parity Percentage below the Required
                        Parity Percentage; and

                (ii)    for any Distribution Date occurring after the date on
                        which the Class A Noteholders have been paid in full,
                        the Principal Distribution Amount on that Distribution
                        Date and the Class B Note Principal Shortfall as of the
                        close of the preceding Distribution Date;

provided that the Class B Noteholders' Principal Distribution Amount will not
exceed the principal balance of the Class B Notes.

                                       A-8

<PAGE>

                In addition, on the Stated Maturity of the Class B Notes, the
principal required to be distributed to the Class B Noteholders will include the
amount required to reduce the Outstanding principal balance of the Class B Notes
to zero.

                "Class B Notes" means the Series B-1 Notes.

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

                "Closing Date" means April 16, 2003.

                "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Each reference to a section of the Code herein shall be deemed to
include the United States Treasury Regulations, including applicable temporary
and proposed regulations, relating to such section that are applicable to the
Notes or the use of the proceeds thereof. A reference to any specific section of
the Code shall be deemed also to be a reference to the comparable provisions of
any enactment that supersedes or replaces the Code thereunder from time to time.

                "Collection Account" means the Account bearing that name
established pursuant to Section 4.01 of the Indenture, including any Accounts
and subaccounts created therein.

                "Collection Period" means initially the period from the Closing
Date through May 31, 2003. Thereafter, a "Collection Period" means (a) while any
LIBOR Notes are Outstanding, the three-month period ending on the last day of
May, August, November or February, in each case for the Quarterly Distribution
Date in the following month, and (b) after the date on which no LIBOR Notes
remain Outstanding, the period beginning on the first day of each month and
ending on the last day of the same month.

                "Commission" means the Securities and Exchange Commission.

                "Consolidation Loan" means a Student Loan made pursuant to
Section 428C of the Act to consolidate the Borrower's obligations under various
federally authorized student loan programs into a single loan, as supplemented
by the addition of any related Add-on Consolidation Loan.

                "Contract of Insurance" means the contract of insurance between
the Eligible Lender and the Secretary.

                "Co-Owner Trustee" means the Fifth Third Bank, a banking
corporation organized under the laws of the State of Ohio, not in its individual
capacity, but solely as Co-Owner trustee of the Trust under the Trust Agreement.

                "Corporate Trust Office" means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at a Closing Date is located at MD 10AT60, 38 Fountain Square Plaza, Cincinnati,
Ohio 45263, Attention: Corporate Trust Administration (telephone:
+1.513.534.3367; facsimile: +1.513.534.6785) or at such other address as the
Indenture Trustee may designate from time to time by notice to the Noteholders
and the Depositor, or the principal

                                       A-9

<PAGE>

corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Depositor)
and (ii) with respect to the Co-Owner Trustee and the Trust Eligible Lender
Trustee, the principal corporate trust offices of the Co-Owner Trustee and the
Trust Eligible Lender Trustee located at MD 10AT60, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263, Attention: Corporate Trust Administration (telephone:
+1.513.534.3367; facsimile: +1.513.534.6785) or at such other address as the
Co-Owner Trustee or the Trust Eligible Lender Trustee may designate by notice to
the Depositor or the principal corporate trust office of any successor Co-Owner
Trustee or Trust Eligible Lender Trustee (the address of which the successor
Co-Owner Trustee or Trust Eligible Lender Trustee will notify the Depositor).

                "Counterparty" means any counterparty under a Derivative
Product.

                "Counterparty Derivative Payment" means any payment to be made
to, or for the benefit of, the Issuer under a Derivative Product.

                "Custodian" means the Master Servicer or a Subservicer in its
capacity as custodian of the Borrower Notes or any permitted successor
Custodian.

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

                "Delivery" when used with respect to Trust Account Property
means:

                (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"), transfer of
                        possession thereof to the Indenture Trustee, endorsed
                        to, or registered in the name of, the Indenture Trustee
                        or its nominee or endorsed in blank;

                (b)     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

                                      A-10

<PAGE>

                        (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;

                (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 Note Owner, upon original
                                        issue or registration of transfer; or

                                (B)     another Person (other than a securities
                                        intermediary) either becomes the Note
                                        Owner thereof on behalf of the Indenture

                                      A-11

<PAGE>

                                        Trustee or, having previously become the
                                        Note 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"

                "Department" means the United States Department of Education, an
agency of the federal government.

                "Depositor" means Education Funding Capital I, LLC.

                "Depositor Eligible Lender Trust Agreement" means the Eligible
Lender Trust Agreement dated as of May 1, 2002 between the Depositor and the
Depositor Eligible Lender Trustee.

                "Depositor Eligible Lender Trustee" means Fifth Third Bank, a
banking corporation organized under the laws of the State of Ohio, not in its
individual capacity but solely Depositor Eligible Lender Trustee under the
Depositor Eligible Lender Trust Agreement.

                "Depositor Transfer and Sale Agreement" means the Transfer and
Sale Agreement dated as of April 1, 2003 among the Depositor, the Depositor
Eligible Lender Trustee, the Issuer and the Trust Eligible Lender Trustee.

                "Derivative Payment Date" means, with respect to a Derivative
Product, any date specified in such Derivative Product on which both or either
of the Issuer Derivative Payment and/or a Counterparty Derivative Payment is due
and payable under such Derivative Product.

                "Derivative Product" means a written contract or agreement
between the Issuer and a Counterparty:

                (a)     under which the Issuer is obligated to pay (whether on a
                        net payment basis or otherwise) on one or more scheduled
                        and specified Derivative Payment Dates, the

                                      A-12

<PAGE>

                        Issuer Derivative Payments in exchange for the
                        Counterparty's obligation to pay (whether on a net
                        payment basis or otherwise), or to cause to be paid, to
                        the Issuer, Counterparty Derivative Payments on one or
                        more scheduled and specified Derivative Payment Dates in
                        the amounts set forth in the Derivative Product;

                (b)     for which the Issuer's obligation to make Issuer
                        Derivative Payments may be secured by a pledge of and
                        lien on the Trust Estate on an equal and ratable basis
                        with any class of the Issuer's Outstanding Notes and
                        which Issuer Derivative Payments may be equal in
                        priority with any priority classification of the
                        Issuer's Outstanding Notes; and

                (c)     under which Counterparty Derivative Payments are to be
                        made directly to the Indenture Trustee for deposit into
                        the Collection Account.

                "Derivative Value" means the value of the Derivative Product, if
any, to the Counterparty, provided that such value is defined and calculated in
substantially the same manner as amounts are defined and calculated pursuant to
the applicable provisions of an ISDA Master Agreement.

                "Determination Date" means with respect to (i) a principal
payment date, 16 calendar days preceding such date and, (ii) an interest payment
date, the third Business Day preceding such date.

                "Directing Notes" means, so long as any Series of Class A Notes
are Outstanding, the Class A Notes, and thereafter, the Class B Notes.

                "Distribution Account" means the Account bearing that name
established pursuant to Section 4.01 of the Indenture, including any Subaccounts
created therein.

                "Distribution Dates" with respect to the LIBOR Notes means each
Quarterly Distribution Date, and with respect to the Auction Rate Notes means
each Auction Rate Distribution Date, and means, for any Note, its Stated
Maturity or the date of any other regularly scheduled principal payment with
respect thereto.

                "Eligible Deposit Account" means either (a) a segregated account
with a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank) that has a rating of A-1+ from S&P and either
a long-term unsecured debt rating of A2 by Moody's and AA by Fitch or a
short-term unsecured debt rating of Prime-1 by Moody's and F2 by Fitch, and
whose deposits are insured by the Federal Deposit Insurance Corporation; or (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 thereof or the District of Columbia (or any domestic branch of a
foreign bank) having corporate trust powers and acting as trustee for funds
deposited in the account, so long as any unsecured notes of the depository
institution have an investment grade credit rating from each Rating Agency.

                                      A-13

<PAGE>

                "Eligible Investments" means book-entry securities, negotiable
instruments or securities denominated in United States dollars and represented
by instruments in bearer or registered form that 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 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), 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 rating of A-1+ from S&P and
                a credit rating from each of the other Rating Agencies in the
                highest short-term and long-term investment category granted
                thereby;

                        (c)     commercial paper having, at the time of the
                investment or contractual commitment to invest therein, a rating
                of A-1+ from S&P and a rating from each of the other Rating
                Agencies in the highest short-term investment category granted
                thereby, and, if the commercial paper matures in more than 30
                days, the issuer of which commercial paper having a long-term
                unsecured debt rating from Moody's of A1 (for commercial paper
                maturing in 31 to 90 days), Aa3 (for commercial paper maturing
                in 91 to 180 days), or Aaa (for commercial paper maturing in
                more than 180 days);

                        (d)     investments in money market funds having a
                rating of A-1+ from S&P and a rating from Moody's and each of
                the other Rating Agencies rating such fund, in the highest
                investment category granted by such Rating Agency applicable to
                money market funds (including funds for which the Indenture
                Trustee, the Master Servicer or the Trust Eligible Lender
                Trustee or any of their respective Affiliates is investment
                manager or advisor);

                        (e)     bankers' acceptances issued by any depository
                institution or trust company referred to in clause (b) above;

                        (f)     repurchase obligations with respect to any
                security that is a direct obligation of, or fully guaranteed by,
                the United States of America or any agency or instrumentality
                thereof the obligations of which are backed by the full faith
                and credit of the United States of America, in either case
                entered into with a depository institution or trust company
                (acting as principal) described in clause (b) above;

                                      A-14

<PAGE>

                        (g)     any other investment upon receipt of a Rating
                Confirmation or any other investment made in connection with the
                original issuance of Notes in respect of which issuance a Rating
                Confirmation has been obtained.

No obligation having an "r" highlighter affixed to its rating shall be
considered an Eligible Investment. Eligible Investments shall not include
interest-only securities or securities purchased at a premium over par.

                "Eligible Lender" means any "Eligible Lender" as defined in the
Act that has received an eligible lender designation from the Secretary with
respect to Student Loans made under the Act.

                "Eligible Lender Trust Agreements" means collectively the Seller
Eligible Lender Trust Agreement, the Depositor Eligible Lender Trust Agreement
and the Trust Eligible Lender Trust Agreement.

                "Event of Bankruptcy" means (a) the Issuer shall have commenced
a voluntary case or other proceeding seeking liquidation, reorganization, or
other relief with respect to itself or its debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other similar
official of it or any substantial part of its property, or shall have made a
general assignment for the benefit of creditors, or shall have declared a
moratorium with respect to its debts or shall have failed generally to pay its
debts as they become due, or shall have taken any action to authorize any of the
foregoing; or (b) an involuntary case or other proceeding shall have been
commenced against the Issuer seeking liquidation, reorganization, or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian, or other similar official of it or any
substantial part of its property, provided such action or proceeding is not
dismissed within 60 days.

                "Events of Default" shall have the meaning set forth in Article
V of the Indenture.

                "Federal Guarantor" means a state or private non-profit
guarantor that guarantees the payment of principal of and interest on any of the
Financed Student Loans, which agency is reinsured by the Department under the
Act for between (x) 80% and 100% of the amount of default claims paid by such
Federal Guarantor for a given federal fiscal year for loans disbursed prior to
October 1, 1993, for 78% to 98% of default claims paid for loans disbursed on or
after October 1, 1993 but prior to October 1, 1998 any (y) 75% to 95% of the
amount of default claims paid to by such Federal Guarantor for a given federal
fiscal year for loans disbursed on or after October 1, 1998 and for 100% of
death, disability, bankruptcy, closed school and false certification claims
paid.

                "FFEL Program" means the Federal Family Education Loan Program
established by the Act pursuant to which loans are made to borrowers pursuant to
certain guidelines, and the repayment of such loans is guaranteed by a Guaranty
Agency, and any predecessor or successor program.

                "FFELP Loan" means a Student Loan made under the FFEL Program.

                                      A-15

<PAGE>

                "Financed" or "Financing," when used with respect to Student
Loans, means or refer to Student Loans (a) acquired by the Issuer with balances
in the Acquisition Account or otherwise deposited in or accounted for in the
Acquisition Account or otherwise constituting a part of the Trust Estate and (b)
Student Loans substituted or exchanged for Financed Student Loans, but does not
include Student Loans released from the lien of the Indenture and sold or
transferred, to the extent permitted by the Indenture.

                "Financed Student Loans" means (1) Student Loans that, as of any
date of determination, have been conveyed to the Issuer; and (2) any Student
Loans the principal balance of which is increased by the principal balance of
any related Add-on Consolidation Loan; provided, however, that all Financed
Student Loans shall be Consolidation Loans unless the Issuer has obtained a
Rating Confirmation regarding the acquisition of non-Consolidation Loans.

                "Fiscal Year" means the fiscal year of the Issuer as established
from time to time.

                "Fitch" means Fitch Ratings or any successor thereto.

                "Guarantee" or "Guaranteed" means, with respect to an Student
Loan, the insurance or guarantee by the Guaranty Agency pursuant to such
Guaranty Agency's Guarantee Agreement of the maximum percentage of the principal
of and accrued interest on such Student Loan allowed by the terms of the Act
with respect to such Student Loan at the time it was originated and the coverage
of such Student Loan by the federal reimbursement contracts, providing, among
other things, for reimbursement to the Guaranty Agency for payments made by it
on defaulted Student Loans insured or guaranteed by the Guaranty Agency of at
least the minimum reimbursement allowed by the Act with respect to a particular
Student Loan.

                "Guaranty Agency" means any entity authorized to guarantee
student loans under the Act and with which the Indenture Trustee maintains a
Guarantee Agreement.

                "Guarantee Agreements" means a guaranty or lender agreement
between the Indenture Trustee and any Guaranty Agency, and any amendments
thereto.

                "Guarantee Payment" means any payment made by a Federal
Guarantor pursuant to a Guarantee Agreement in respect of a Student Loan.

                "Highest Priority Obligations" means, (a) at any time when
Senior Obligations are Outstanding, the Senior Obligations, and (b) at any time
when no Senior Obligations are Outstanding, the Subordinate Obligations.

                "Indenture" means the Indenture of Trust dated as of April 1,
2003 among the Issuer, the Trust Eligible Lender Trustee and the Indenture
Trustee, as amended and supplemented from time to time.

                "Indenture Trustee" means Fifth Third Bank, a banking
corporation organized under the laws of the State of Ohio, not in its individual
capacity but solely as Indenture Trustee under the Indenture.

                                      A-16

<PAGE>

                "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 Seller 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 Seller or
any Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

                "Insurance" or "Insured" or "Insuring" means, with respect to a
Student Loan, the insuring by the Secretary under the Act (as evidenced by a
Certificate of Insurance or other document or certification issued under the
provisions of the Act) of 100% of the principal of and accrued interest on such
Student Loan.

                "Interest Benefit Payment" means an interest payment on Student
Loans received pursuant to the Act and an agreement with the federal government,
or any similar payments.

                "Interest Subsidy Payments" means payments, designated as such,
consisting of interest subsidies by the Department in respect of Financed
Student Loans that were originated under the Act to the Trust Eligible Lender
Trustee on behalf of the Trust in accordance with the Act.

                "ISDA Master Agreement" means the ISDA Interest Rate and
Currency Exchange Agreement, copyright 1992, as amended from time to time,
including any schedule or confirmation relating thereto, and as in effect with
respect to any Derivative Product.

                "Issuer" means Education Funding Capital Trust-II, until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained in the Indenture and required by the TIA, each other
obligor on the Notes.

                "Issuer Derivative Payments" means collectively Scheduled Issuer
Derivative Payments, Specified Issuer Termination Payments and Other Issuer
Termination Payments.

                "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 Notes" means the Series A-1 Notes, the Series A-2 Notes,
and the Series A-3 Notes.

                "Market Agent Agreement" shall have the meaning given to that
term in Appendix B.

                "Master Servicer" means Education Lending Services, Inc., in its
capacity as servicer of the Financed Student Loans, or any permitted successor
Master Servicer, under the Master Servicing Agreement.

                "Master Servicer Default" means an event specified as such in
the Master Servicing Agreement.

                                      A-17

<PAGE>

                "Master Servicing Agreement" means, collectively, (i) the Master
Servicing Agreement dated as of April 1, 2003, as supplemented and amended from
time to time, between the Issuer and the Master Servicer, and (ii) the
Subservicing Agreement.

                "Master Servicing Fee" has the meaning specified in the Master
Servicing Agreement.

                "Maturity" when used with respect to any Note, means the date on
which the principal thereof becomes due and payable as therein or herein
provided, whether at its Stated Maturity, by earlier redemption, by declaration
of acceleration, or otherwise.

                "Minimum Purchase Amount" means an amount sufficient to:

                (i)     reduce the outstanding principal amount of each Series
                        of Notes then outstanding on the related Distribution
                        Date to zero;

                (ii)    pay to Noteholders the interest payable on the related
                        Distribution Date;

                (iii)   pay all remaining Issuer Derivative Payments then due or
                        to become due under Derivative Products secured on a
                        parity with any Series of the Class A Notes or the Class
                        B Notes; and

                (iv)    in the case of Auction Rate Notes, pay any Carry-over
                        Amounts and interest on Carry-over Amounts.

                "Monthly Allocation Date" means the 15th day of each calendar
month.

                "Monthly Expense Payment Date" means the 15th day of each
calendar month.

                "Monthly Issuer Fees" means the fees of each Subservicer, the
Indenture Trustee, the Trust Eligible Lender Trustee, the Owner Trustee, the
Auction Agent, each Broker-Dealer, the Master Servicer and the Administrator.

                "Moody's" means Moody's Investors Service, Inc. and its
successors and assigns.

                "Note Counsel" means counsel to the Issuer.

                "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).

                "Noteholder" means, with respect to a Note, the Person in whose
name a Note is registered in the Note registration books maintained by the
Indenture Trustee and, with respect to a Derivative Product, the Counterparty
thereunder.

                "Noteholder Approval" shall have the meaning given such term in
Section 5.01 of the Indenture.

                                      A-18

<PAGE>

                "Notes" means, collectively, the Class A Notes and the Class B
Notes.

                "Obligations" means Senior Obligations and Subordinate
Obligations.

                "Opinion of Counsel" means (i) with respect to the Issuer, one
or more written opinions of counsel who may, except as otherwise expressly
provided in the Indenture, be employees of or counsel to the Issuer and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions
shall be addressed to the Indenture Trustee as Indenture Trustee and shall be in
form and substance satisfactory to the Indenture Trustee and (ii) with respect
to the Seller, the Administrator, the Master Servicer or a Federal Guarantor,
one or more written opinions of counsel who may be an employee of or counsel to
the Seller, the Administrator, the Master Servicer or such Federal Guarantor,
which counsel shall be acceptable to the Indenture Trustee, the Trust Eligible
Lender Trustee or the Rating Agencies, as applicable.

                "Other Issuer Termination Payments" with respect to a Derivative
Product means one or more payments required to be made by the Issuer to the
Counterparty thereunder in respect of early termination of the Derivative
Product; excluding, however, Specified Issuer Termination Payments.

                "Outstanding Amount" or "Outstanding" means the aggregate
principal amount of all Notes outstanding at the date of determination.

                "Owner" means the Depositor and each of its successors in
interest as beneficiaries of the Trust pursuant to Article III of the Trust
Agreement.

                "Ownership Percentage" with respect to an Owner means the
proportion (expressed as a percentage) of the beneficial interest in the Trust
held by such Owner.

                "Owner Trustee" means the Wilmington Trust Company, not in its
individual capacity, but solely as trustee of the Trust under the Trust
Agreement.

                "Parity Percentage" means the ratio of the Value of the Trust
Estate, less accrued interest and fees with respect to all Notes, to the
principal amount of all Notes then Outstanding.

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

                "Physical Property" shall have the meaning given such term in
the definition of "Delivery".

                "Pool Balance" for any date means the aggregate principal
balance of the Financed Student Loans on that date, including accrued interest
that is expected to be capitalized, as reduced by:

                                      A-19

<PAGE>

                (i)     all payments received by the Issuer through that date
                        from borrowers, the Guarantee Agencies and the
                        Department;

                (ii)    all amounts received by the Issuer through that date
                        from purchases of the Financed Student Loans by the
                        Seller, the Depositor or the Master Servicer;

                (iii)   all liquidation proceeds and Realized Losses on the
                        Financed Student Loans liquidated through that date;

                (iv)    the amount of any adjustments to balances of the
                        Financed Student Loans that the Master Servicer makes
                        under the Master Servicing Agreement through that date;
                        and

                (v)     the amount by which Guarantor reimbursements of
                        principal on defaulted Financed Student Loans through
                        that date are reduced from 100% to 98%, or other
                        applicable percentage, as required by the risk sharing
                        provisions of the Act.

                "Pool Factor" with respect to a Series of Notes means, as of any
date, a seven-digit decimal figure equal to the Outstanding Amount of that
Series of Notes as of the close of business on such date divided by the initial
Outstanding Amount of that Series of Notes. The Pool Factor for each Series of
Notes will be 1.0000000 as of the Closing Date; thereafter, the Pool Factor will
decline to reflect reductions in the Outstanding Amount of that Series of Notes.

                "Principal Distribution Amount" means:

                (i)     as to the initial Distribution Date, the amount by which
                        the initial Pool Balance exceeds the Pool Balance on
                        that Distribution Date plus any amounts transferred from
                        the Acquisition Account to the Collection Account during
                        the initial Collection Period, and

                (ii)    as to each subsequent Distribution Date, the amount by
                        which the Pool Balance for the preceding Distribution
                        Date exceeds the Pool Balance on that Distribution Date.

                "Program" means the Issuer's program for the purchase of Student
Loans, as the same may be modified from time to time.

                "Program Expenses" means (a) the fees and expenses of the
Indenture Trustee, the Owner Trustee and the Co-Owner Trustee; (b) the fees and
expenses of any auction agent, any market agent, any calculation agent and any
Broker-Dealer with respect to Auction Rate Notes; (c) the fees and expenses of
any remarketing agent then acting under a Indenture with respect to variable
rate Notes; (d) the fees and expenses due to any credit provider of any Notes
for which a credit facility or liquidity facility is in place; (e) the fees of
the Administrator, the Master Servicer and/or Custodian under the Administration
Agreement and any servicing agreement or custodian agreement; (f) the fees and
expenses of the Issuer incurred in connection with the preparation of legal
opinions and other authorized reports or statements attributable to the Notes
and the Financed Student Loans; (g) transfer fees, purchase premiums, loan
origination fees and

                                      A-20

<PAGE>

Consolidation Loan rebate fees on Financed Student Loans; (h) fees and expenses
associated with the delivery of a substitute credit facility or liquidity
facility under a Supplemental Indenture; (i) fees and expenses associated with
(but not payments under) Derivative Products; (j) the costs of remarketing any
variable rate Notes and (k) expenses incurred for the Issuer's maintenance and
operation of its Program as a direct consequence of the Indenture, the Notes or
the Financed Student Loans; including, but not limited to, taxes, the reasonable
fees and expenses of attorneys, agents, financial advisors, consultants,
accountants and other professionals, attributable to such maintenance and
operation, marketing expenses for the Program and a prorated portion of the
rent, personnel compensation, office supplies and equipment, travel expenses and
other lawful payments made to the Owner Trustee and Co-Owner Trustee.

                "Quarterly Distribution Date" means the 15th day of each March,
June, September and December, beginning June 16, 2003; provided, however, if any
March 15th, June 15th, September 15th or December 15th is not a Business Day,
the Quarterly Distribution Date shall be the next Business Day.

                "Rating" means one of the rating categories of Fitch, Moody's
and S&P or any other Rating Agency, provided Fitch, Moody's and S&P or any other
Rating Agency, as the case may be, is currently rating the Notes.

                "Rating Agency" means Fitch, Moody's and S&P. If no such
organization or successor is any longer in existence, "Rating Agency" shall be a
nationally recognized statistical rating organization or other comparable Person
designated by the Seller, notice of which designation shall be given to the
Indenture Trustee, the Trust Eligible Lender Trustee and the Master Servicer.

                "Rating Agency Condition" means, with respect to any action,
that each Rating Agency shall have been given prior notice thereof and that each
of the Rating Agencies shall have issued a Rating Confirmation.

                "Rating Confirmation" means, as of any date, a letter from each
Rating Agency then providing a Rating for any of the Notes, confirming that the
action proposed to be taken by the Issuer will not, in and of itself, result in
a downgrade of any of the Ratings then applicable to the Notes, or cause any
Rating Agency to suspend or withdraw the Ratings then applicable to the Notes.

                "Realized Loss" means the excess of the principal balance,
including any interest that had been or had been expected to be capitalized, of
any liquidated Financed Student Loan over liquidation proceeds for a Financed
Student Loan to the extent allocated to principal, including any interest that
had been or had been expected to be capitalized.

                "Record Date" means:

                (a)     for the LIBOR Notes, the day before the related
                        Distribution Date; and

                (b)     for the Auction Rate Notes,

                        (i)     for payments of interest at the applicable
                                interest rate and for payments of

                                      A-21

<PAGE>

                                principal, two Business Days before the related
                                Distribution Date, and

                        (ii)    for payments of Carry-over Amounts and interest
                                accrued thereon, the record date relating to the
                                Distribution Date for which the Carry-over
                                Amount accrued.

                "Recoveries of Principal" means all amounts received by the
Indenture Trustee from or on account of any Financed Student Loan as a recovery
of the principal amount thereof, including scheduled, delinquent and advance
payments, payouts or prepayments, proceeds from insurance or from the sale,
assignment, transfer, reallocation or other disposition of a Financed Student
Loan and any payments representing such principal from the guarantee or
insurance of any Financed Student Loan.

                "Regulations" means the Regulations promulgated from time to
time by the Secretary or any Guaranty Agency guaranteeing Financed Student
Loans.

                "Required Parity Percentage" means 100.5%; provided, however,
that the Required Parity Percentage may be reduced upon receipt of a Rating
Confirmation.

                "Required Senior Parity Percentage" means 105.0%; provided,
however, that the Required Senior Parity Percentage may be reduced upon receipt
of a Rating Confirmation.

                "Reserve Account" means the Account bearing that name
established pursuant to Section 4.01 of the Indenture, including any Subaccounts
created therein.

                "Reserve Account Requirement" means 1.0% of the Notes
Outstanding; provided, however, that so long as any Notes remain Outstanding
there shall be at least $500,000 on deposit in the Reserve Account. Further,
such percentage and amount may be changed upon satisfaction of the Rating Agency
Condition.

                "Responsible Officer" with respect to the Indenture Trustee, any
officer assigned to the Corporate Trust Office of the Indenture Trustee,
including any managing director, principal, vice president, assistant vice
president, assistant treasurer, assistant secretary, trust officer or any other
officer of the Indenture Trustee customarily performing functions similar to
those performed by any of the above designated officers and having direct
responsibility for the administration of the Indenture, 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.

                "Revenue" or "Revenues" means all Recoveries of Principal,
payments, proceeds, charges and other income received by the Indenture Trustee
or the Issuer from or on account of any Financed Student Loan (including
scheduled, delinquent and advance payments of and any insurance proceeds with
respect to, interest, including Interest Benefit Payments, on any Financed
Student Loan and any Special Allowance Payment received by the Issuer with
respect to any Financed Student Loan) and all interest earned or gain realized
from the investment of moneys in any Trust Account or Account and all payments
received by the Issuer pursuant to a Derivative Product.

                                      A-22

<PAGE>

                "S&P" means Standard & Poor's, a division of the McGraw-Hill
Companies.

                "Schedule of Financed Student Loans" means the schedule of
Student Loans attached as Schedule A to each Student Loan Acquisition
Certificate.

                "Scheduled Issuer Derivative Payments" with respect to a
Derivative Product means one or more payments required to be made by or on
behalf of the Issuer to the Counterparty thereunder on scheduled and specified
Derivative Payment Dates.

                "Secretary" means the Secretary of the Department, or any
successor to the functions thereof under the Act.

                "Securities Act" means the federal Securities Act of 1933, as
amended.

                "Securities Depository" or "Depository" means The Depository
Trust Company and its successors and assigns or if, (a) the then Securities
Depository resigns from its functions as depository of the Notes or (b) the
Issuer discontinues use of the Securities Depository, any other securities
depository that agrees to follow the procedures required to be followed by a
securities depository in connection with the Notes and that is selected by the
Issuer with the consent of the Indenture Trustee.

                "Securities Exchange Act" means the federal Securities Exchange
Act of 1934, as amended.

                "Seller" means Education Lending Group, Inc., in its capacity as
seller of the Financed Student Loans under the Seller Transfer and Sale
Agreement.

                "Seller Eligible Lender Trust Agreement" means the Eligible
Lender Trust Agreement dated as of May 1, 2002 between the Seller and the Seller
Eligible Lender Trustee.

                "Seller Eligible Lender Trustee" means Fifth Third Bank, a
banking corporation organized under the laws of the State of Ohio, not in its
individual capacity but solely Seller Eligible Lender Trustee under the Seller
Eligible Lender Trust Agreement.

                "Seller Transfer and Sale Agreement" means Transfer and Sale
Agreement dated as of April 1, 2003 among the Seller, the Seller Eligible Lender
Trustee, the Depositor and the Depositor Eligible Lender Trustee.

                "Senior Obligations" means Class A Notes and any Derivative
Product, the priority of payment of which is equal with that of Class A Notes.

                "Senior Parity Percentage" means the ratio of the Value of the
Trust Estate, less accrued interest and fees with respect to all Class A Notes,
to the principal amount of all Class A Notes then Outstanding.

                                      A-23

<PAGE>

                "Series" means a series of Notes to which all the same terms and
conditions apply and which can be identified by its own alpha-numeric
designation (e.g. "A-1") and which is so designated in the Indenture.

                "Series A-1 Notes" means the $80,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-1.

                "Series A-2 Notes" means the $144,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-2.

                "Series A-3 Notes" means the $276,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-3.

                "Series A-4 Notes" means the $75,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-4.

                "Series A-5 Notes" means the $75,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-5.

                "Series A-6 Notes" means the $100,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-6.

                "Series A-7 Notes" means the $100,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-7.

                "Series A-8 Notes" means the $100,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series A-8.

                "Series B-1 Notes" means the $50,000,000 Education Funding
Capital Trust-II, Education Loan Backed Notes, Series B-1.

                "Special Allowance Payments" means payments, designated as such,
consisting of effective interest subsidies by the Department to the Trust
Eligible Lender Trustee on behalf of the Trust in accordance with the Act in
respect of the Financed Student Loans that were originated under the Act.

                "Special Record Date" means the date established by the
Indenture Trustee pursuant to Section 1.01 of the Indenture.

                "Specified Issuer Termination Payments" with respect to a
Derivative Product means one or more payments required to be made by the Issuer
to the Counterparty thereunder in respect of early termination of the Derivative
Product upon the occurrence of certain events specified in the Schedule to the
Derivative Product.

                "Stated Maturity" means the date specified in the Notes as the
fixed date on which principal of such Notes is due and payable.

                                      A-24

<PAGE>

                "Student Loan" means an agreement to repay a disbursement of
money to or on behalf of an eligible student, evidenced by a Borrower Note and,
with respect to Guaranteed Student Loans, guaranteed in accordance with the
policies and procedures of a Federal Guarantor.

                "Student Loan Acquisition Certificate" means a certificate
signed by an Authorized Officer of the Issuer in substantially the form attached
as Exhibit B to the Indenture.

                "Subaccount" means any of the subaccounts that may be created
and established within any Account pursuant to Section 4.01 of the Indenture.

                "Subordinate Obligations" means Class B Notes and any Derivative
Product, the priority of payment of which is equal with that of Class B Notes.

                "Subservicer" means each of Great Lakes Educational Loan
Services, Inc. and ACS Education Services, Inc., in its capacity as a
subservicer of the Financed Student Loans, and/or any other permitted
subservicer, under the Master Servicing Agreement.

                "Subservicing Agreement" means collectively the Student Loan
Origination and Servicing Agreement dated as of April 16, 2003 among Great Lakes
Educational Loan Services, Inc., the Trust Eligible Lender Trustee and the
Master Servicer, and the Federal FFEL Servicing Agreement dated as of October 1,
2002 among ACS Education Services, Inc. ("ACS"), the Trust Eligible Lender
Trustee and the Master Servicer, as supplemented by the Amended and Restated
Affiliate Servicing Addendum dated as of April 1, 2003 among ACS, the Trust, the
Trust Eligible Lender Trustee and the Master Servicer.

                "Supplemental Indenture" means (i) the First Supplemental
Indenture of Trust dated as of April 1, 2003 among the Issuer, the Indenture
Trustee, and the Trust Eligible Lender Trustee, and (ii) each other agreement
supplemental to the Indenture, executed pursuant to Article VII of the
Indenture.

                "Transfer and Sale Agreements" means collectively the Seller
Transfer and Sale Agreement and the Depositor Transfer and Sale Agreement.

                "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 Education Funding Capital Trust-II, formed
pursuant to the Trust Agreement.

                "Trust Accounts" shall have the meaning given such term in
Section 4.01 of the Indenture.

                "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

                                      A-25

<PAGE>

Account, the Distribution Account, the Capitalized Interest Account, the
Acquisition Account and the Collection Account and all proceeds of the
foregoing.

                "Trust Agreement" means the Trust Agreement dated as of February
6, 2003 among the Depositor, the Owner Trustee and the Co-Owner Trustee, as
amended and restated in its entirety by the Amended and Restated Trust Agreement
dated as of April 1, 2003 among the Depositor, the Owner Trustee and the
Co-Owner Trustee, and acknowledged and agreed to by the Trust Eligible Lender
Trustee, as the same may be further amended from time to time.

                "Trust Certificate" means a certificate evidencing the Ownership
Percentage of an Owner in substantially the form as Exhibit A to the Trust
Agreement.

                "Trust Eligible Lender Trust Agreement" means the Eligible
Lender Trust Agreement dated as of April ___, 2003 between the Issuer and the
Trust Eligible Lender Trustee.

                "Trust Eligible Lender Trustee" means Fifth Third Bank, a
banking corporation organized under the laws of the State of Ohio, not in its
individual capacity but solely as Trust Eligible Lender Trustee under the Trust
Eligible Lender Trust Agreement.

                "Trust Estate" means all right, title and interest of the Trust
(or the Co-Owner Trustee or Trust Eligible Lender Trustee on behalf of the
Trust) in and to the property and rights assigned to the Trust pursuant to
Article I of the Depositor Transfer and Sale Agreement, all funds on deposit
from time to time in the Trust Accounts and all other property of the Trust from
time to time, including any rights of the Trust pursuant to the Depositor
Transfer and Sale Agreement, the Master Servicing Agreement and the
Administration Agreement.

                "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939 as in force on the date hereof, unless otherwise specifically provided.

                "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 Citigroup Global Markets Inc. and William
R. Hough & Co.

                "Underwriting Agreement" means the Underwriting Agreement dated
April 11, 2003 between the Issuer and Citigroup Global Markets Inc., as
representative of the Underwriters.

                "Value" on any calculation date when required under the
Indenture means the value of the Trust Estate calculated by the Issuer as to (a)
below and by the Indenture Trustee as to (b) through (e), inclusive, below, as
follows:

                (a)     with respect to any Student Loan, the unpaid principal
                        amount thereof, accrued but unpaid interest, Interest
                        Benefit Payments and Special Allowance Payments, if
                        applicable, less the unguaranteed portion of Student
                        Loans in claims status;

                                      A-26

<PAGE>

                (b)     with respect to any funds of the Issuer held under the
                        Indenture and on deposit in any commercial bank or as to
                        any banker's acceptance or repurchase agreement or
                        investment contract, the amount thereof plus accrued but
                        unpaid interest;

                (c)     with respect to any Eligible Investments of an
                        investment company, the bid price of the shares as
                        reported by the investment company plus accrued but
                        unpaid interest;

                (d)     as to investments the bid and asked prices of which are
                        published on a regular basis in The Wall Street Journal
                        (or, if not there, then in The New York Times), the
                        average of the bid and asked prices for such investments
                        so published on or most recently prior to such time of
                        determination; and

                (e)     as to investments the bid and asked prices of which are
                        not published on a regular basis in The Wall Street
                        Journal or The New York Times: (i) the lower of the bid
                        prices at such time of determination for such
                        investments by any two nationally recognized government
                        securities dealers (selected by the Issuer in its
                        absolute discretion) at the time making a market in such
                        investments or (ii) the bid price published by a
                        nationally recognized pricing service.

                                      A-27

<PAGE>

                                   APPENDIX B

                         CERTAIN TERMS AND PROVISIONS OF
                             THE AUCTION RATE NOTES

                                    ARTICLE I

                                   DEFINITIONS

                Except as provided below in this Section, all terms that are
defined in Appendix A of the Indenture shall have the same meanings,
respectively, in this Appendix B as such terms are given in the Indenture. In
addition, the following terms shall have the following respective meanings:

                "All Hold Rate" means the Applicable LIBOR Rate less 0.20%;
provided, that in no event shall the applicable All Hold Rate be greater than
the applicable Maximum Rate.

                "Applicable LIBOR Rate" means, (a) for Auction Periods of 35
days or less, One-Month LIBOR, (b) for Auction Periods of more than 35 days but
less than 91 days, Three-Month LIBOR, (c) for Auction Periods of more than 90
days but less than 181 days, Six-Month LIBOR, and (d) for Auction Periods of
more than 180 days, One-Year LIBOR.

                "Auction" means the implementation of the Auction Procedures on
an Auction Date.

                "Auction Agent" means the Initial Auction Agent under the
Initial Auction Agent Agreement unless and until a Substitute Auction Agent
Agreement becomes effective, after which "Auction Agent" means the Substitute
Auction Agent.

                "Auction Agent Agreement" means the Initial Auction Agent
Agreement unless and until a Substitute Auction Agent Agreement is entered into,
after which "Auction Agent Agreement" means such Substitute Auction Agent
Agreement.

                "Auction Agent Fee" has the meaning set forth in the Auction
Agent Agreement.

                "Auction Date" means, initially, May 9, 2003 with respect to the
Series A-4 Notes, May 23, 2003 with respect to the Series A-5 Notes, May 7, 2003
with respect to the Series A-6 Notes, May 14, 2003 with respect to the Series
A-7 Notes, May 21, 2003 with respect to the Series A-7 Notes and the Series B-1
Notes, and thereafter, the Business Day immediately preceding the first day of
each Auction Period for each respective Series, other than:

                        (a)      each Auction Period commencing after the
                ownership of the applicable Auction Rate Notes is no longer
                maintained in Book-entry Form by the Securities Depository;

                        (b)      each Auction Period commencing after and during
                the continuance of a Payment Default; or

                                       B-1

<PAGE>

                        (c)      each Auction Period commencing less than two
                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 2.02(h) of this Appendix B.

                "Auction Note Interest Rate" means each variable rate of
interest per annum borne by Auction Rate Notes for each Auction Period and
determined in accordance with the provisions of Sections 2.01 and 2.02 of this
Appendix B; provided, however, that in the event of a Payment Default, the
Auction Note Interest Rate shall equal the applicable Non-Payment Rate; provided
further, however, that such Auction Note Interest Rate shall in no event exceed
the lesser of the Net Loan Rate and the Maximum Rate.

                "Auction Period" means the Interest Period applicable to each
Series of Auction Rate Notes during which time the Auction Note Interest Rate
for such Series is determined pursuant to Section 2.02(a) of this Appendix B,
which Auction Period (after the Initial Period for such Series) shall begin on
an Interest Rate Adjustment Date and initially shall consist generally of 28
days for the Auction Rate Notes, as the same may be adjusted pursuant to Section
2.02(g) of this Appendix B.

                "Auction Period Adjustment" means an adjustment to the Auction
Period as provided in Section 2.02(g) of this Appendix B.

                "Auction Procedures" means the procedures set forth in Section
2.02(a) of this Appendix B by which the Auction Rate is determined.

                "Auction Rate" means the rate of interest per annum that results
from implementation of the Auction Procedures and is determined as described in
Section 2.02(a)(iii)(B) of this Appendix B.

                "Available Auction Rate Notes" has the meaning set forth in
Section 2.02(a)(iii)(A)(1) of this Appendix B.

                "Bid" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix B.

                "Bid Auction Rate" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                "Bidder" has the meaning set forth in Section 2.02(a)(i)(A) of
this Appendix B.

                "Book-entry Form" or "Book-entry System" means a form or system
under which (a) the beneficial right to principal and interest may be
transferred only through a book entry, (b) physical securities in registered
form are issued only to a Securities Depository or its nominee as Noteholder,
with the securities "immobilized" to the custody of the Securities Depository,
and (c) the book entry is the record that identifies the owners of beneficial
interests in that principal and interest.

                                       B-2

<PAGE>

                "Broker-Dealers" means William R. Hough & Co. (with respect to
the Series A-4 Notes and the Series A-5 Notes), Citigroup Global Markets Inc.
(with respect to the Series A-6 Notes, the Series A-7 Notes, the Series A-8
Notes and the Series B-1 Notes), and any other broker or dealer (each as defined
in the Securities Exchange Act of 1934, as amended), 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 been appointed as such by the Issuer pursuant to Section
2.02(f) of this Appendix B, and (c) has entered into a Broker-Dealer Agreement
that is in effect on the date of reference.

                "Broker-Dealer Agreements" means the agreements between the
Auction Agent and the Broker-Dealers, and approved by the Issuer, pursuant to
which the Broker-Dealers agree to participate in Auctions as set forth in the
Auction Procedures, as from time to time amended or supplemented. The
Broker-Dealer Agreements shall be in substantially the form of each
Broker-Dealer Agreement dated as of April 1, 2003, among the Issuer, the Auction
Agent, and each respective Broker-Dealer.

                "Broker-Dealer Fee" has the meaning set forth in the Auction
Agent Agreement.

                "Business Day" means any day other than a Saturday, Sunday,
holiday or day on which banks located in the City of New York, New York, or the
New York Stock Exchange, the Indenture Trustee or the Auction Agent, are
authorized or permitted by law or executive order to close or such other date as
may be agreed to in writing by the Auction Agent, the Broker-Dealers and the
Issuer.

                "Cap Rate" means, with respect to any Interest Period applicable
to the Auction Rate Notes, the lesser of (i) the applicable Maximum Rate and
(ii) the Net Loan Rate in effect for such Interest Period.

                "Carry-over Amount" means, for any Interest Period during which
interest is calculated at the Net Loan Rate, the excess, if any, of (a) the
amount of interest on an Auction Rate Note that would have accrued with respect
to the related Interest Period at the lesser of (i) the applicable Auction Rate
and (ii) the Maximum Rate over (b) the amount of interest on such Auction Rate
Note actually accrued with respect to such Auction Rate Note with respect to
such Interest Period based on the Net Loan Rate, together with the unreduced
portion of any such excess from prior Interest Periods; provided that any
reference to "principal" or "interest" in the Indenture and 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.

                "Effective Interest Rate" means, with respect to any Financed
Student Loan, the interest rate per annum payable by the borrower as of the last
day of the calendar quarter borne by such Financed Student Loan after giving
effect to any reduction in such interest rate pursuant to borrower incentives,
(a) less all accrued rebate fees on such Financed Student Loan constituting
Consolidation Loans paid during such calendar quarter expressed as a percentage
per annum and (b) plus all accrued Interest Benefit Payments and Special
Allowance Payments applicable to such Financed Student Loan during such calendar
quarter expressed as a percentage per annum.

                                       B-3

<PAGE>

                "Eligible Carry-over Make-up Amount" means, with respect to each
Interest Period relating to the Auction Rate Notes as to which, as of the first
day of such Interest Period, there is any unpaid Carry-over Amount, an amount
equal to the lesser of (a) interest computed on the principal balance of the
Auction Rate Notes in respect to such Interest Period at a per annum rate equal
to the excess, if any, of the Net Loan Rate over the Auction Rate, together with
the unreduced portion of any such excess from prior Interest Periods and (b) the
aggregate Carry-over Amount remaining unpaid as of the first day of such
Interest Period together with interest accrued and unpaid thereon through the
end of such Interest Period.

                "Existing Owner" means (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 the Broker-Dealers in
connection with an Auction, a Person who is a beneficial owner of Auction Rate
Notes.

                "Existing Owner Registry" means the registry of Persons who are
owners of the Auction Rate Notes, maintained by the Auction Agent as provided in
the Auction Agent Agreement.

                "Hold Order" has the meaning set forth in Section 2.02(a)(i)(A)
of this Appendix B.

                "Initial Auction Agent" means Deutsche Bank Trust Company
Americas, a New York banking corporation, and its successors and assigns.

                "Initial Auction Agent Agreement" means the Auction Agent
Agreement dated as of April 1, 2003, by and among the Issuer, the Indenture
Trustee and the Initial Auction Agent, including any amendment thereof or
supplement thereto.

                "Initial Payment Dates" means, with respect to the Series A-5
Notes, May 12, 2003; with respect to the Series A-5 Notes, May 27, 2003; with
respect to the Series A-6 Notes, May 8, 2003; with respect to the Series A-7
Notes, May 15, 2003; with respect to the Series A-8 Notes, May 22, 2003; and
with respect to the Series B-1 Notes, May 22, 2003.

                "Initial Period" means, as to Auction Rate Notes, the period
commencing on the Closing Date and continuing through the day immediately
preceding the Initial Rate Adjustment Date for such Auction Rate Notes.

                "Initial Rate" means 1.32% for the Series A-4 Notes, 1.32% for
the Series A-5 Notes, 1.32% for the Series A-6 Notes, 1.30% for the Series A-7
Notes, 1.32% for the Series A-8 Notes, and 1.40% for the Series B-1 Notes.

                "Initial Rate Adjustment Date" means, with respect to the Series
A-5 Notes, May 12, 2003; with respect to the Series A-5 Notes, May 27, 2003;
with respect to the Series A-6 Notes, May 8, 2003; with respect to the Series
A-7 Notes, May 15, 2003; with respect to the Series A-8 Notes, May 22, 2003; and
with respect to the Series B-1 Notes, May 22, 2003.

                                       B-4

<PAGE>

                "Interest Period" means, with respect to the Auction Rate Notes,
the Initial Period and each period commencing on an Interest Rate Adjustment
Date for such Series and ending on and including the day before (a) the next
Interest Rate Adjustment Date for such Series or (b) the Stated Maturity of such
Series, as applicable.

                "Interest Rate Adjustment Date" means the date on which an
Auction Note Interest Rate is effective, and means, with respect to the Auction
Rate Notes, the date of commencement of each Auction Period.

                "Interest Rate Determination Date" means, with respect to the
Auction Rate Notes, the Auction Date, or if no Auction Date is applicable to
such Series, the Business Day immediately preceding the date of commencement of
an Auction Period.

                "Market Agent" means Citigroup Global Markets Inc.

                "Market Agent Agreement" means the Market Agent Agreement dated
as of April 1, 2003 among the Market Agent, the Issuer and the Indenture
Trustee, as the same may be amended from time to time.

                "Maximum Rate" means the least of (a) either (i) the Applicable
LIBOR Rate plus 1.50% (if the ratings assigned by Fitch, Moody's and S&P to the
Auction Rate Notes are "AAA", "Aaa" and "AAA", respectively, or better) or (ii)
the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by
Fitch, Moody's and S&P to the Auction Rate Notes is less than "AAA", "Aaa" and
"AAA", respectively, and greater than or equal to "A-", "A3" and "A-",
respectively), or (iii) the Applicable LIBOR Rate plus 3.50% (if any one of the
ratings assigned by Fitch, Moody's and S&P to the Auction Rate Notes is less
than "A-", "A3" and "A-", respectively), and (b) the highest rate the Issuer may
legally pay, from time to time, as interest on the Auction Rate Notes. 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 written notice pursuant to the Auction Agent Agreement.

                "Net Loan Rate" means, with respect to any Interest Period
applicable to the Auction Rate Notes, the rate of interest per annum (rounded to
the next highest one-hundredth of one percent) equal to (a) the weighted average
Effective Interest Rate of the Financed Student Loans for the calendar quarter
immediately preceding such Interest Period, as determined by the Administrator
on the last day of such calendar quarter, less (b) the sum of (i) the Program
Expense Percentage, as determined by the Administrator on the last day of each
calendar quarter and (ii) net losses realized on the Financed Student Loans
during the calendar quarter immediately preceding such Interest Period, as
determined by the Administrator on the last day of such calendar quarter,
expressed as a percentage of the principal balance of the Financed Student Loans
outstanding on the last day of such calendar quarter. In making the
determinations in (a) and (b) of this definition of "Net Loan Rate," the
Administrator shall take into account as an increase to such Net Loan Rate the
receipt of any Counterparty Derivative Payment and as a decrease to such Net
Loan Rate any Issuer Derivative Payment. The determinations made by the
Administrator in (a) and (b) of this definition of "Net Loan Rate"

                                       B-5

<PAGE>

shall be given in writing to the Auction Agent, the Indenture Trustee and the
Broker-Dealers immediately upon their respective calculation dates.

                "Non-Payment Rate" means One-Month LIBOR plus 1.50%.

                "One-Month LIBOR", "Two-Month LIBOR", "Three-Month LIBOR",
"Six-Month LIBOR" or "One-Year LIBOR" means the rate per annum for London
Interbank Offered Rates on U.S. dollar deposits as it appears on Telerate Page
3750 as of 11:00 a.m., London Time for the Applicable LIBOR Rate, as determined
by the Auction Agent or Indenture Trustee, as applicable, on the related LIBOR
Determination Date. If such a day is not a business day in London, the most
recently fixed London Interbank Offered Rates on U.S. dollar deposits for the
Applicable LIBOR Rate shall be used. The LIBOR Determination Date will be the
second business day before the beginning of each Accrual Period. If this 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 relevant
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 that LIBOR Determination Date, to
prime banks in the London interbank market by four major banks selected by the
Auction Agent or the Indenture Trustee. The Auction Agent or the Indenture
Trustee will require the principal London office of each bank to provide a
quotation of its rate. If the banks provide at least two quotations, the rate
for that day will be the arithmetic mean of the quotations. If the banks provide
fewer than two quotations, the rate for that day will be the arithmetic mean of
the rates quoted by major banks in New York City, selected by the Auction Agent
or the Indenture Trustee, at approximately 11:00 a.m., New York time, on that
LIBOR Determination Date, for loans in U.S. Dollars to leading European banks
having the relevant maturity and in a principal amount of not less than U.S.
$1,000,000. If the banks selected as described above are not providing
quotations, the Applicable LIBOR Rate in effect for the applicable Accrual
Period will be the Applicable LIBOR Rate in effect for the previous Accrual
Period. All percentages resulting from such calculations shall be rounded
upwards, if necessary, to the nearest one-hundredth of one percent.

                "Order" has the meaning set forth in Section 2.02(a)(i)(A) of
this Appendix B.

                "Payment Date" means, initially with respect to each Series of
the Auction Rate Notes, the applicable Initial Payment Dates and, thereafter (a)
so long as a Series of the Auction Rate Notes bears interest at an Auction Note
Interest Rate for an Interest Period of not greater than 90 days, the Business
Day immediately following the expiration of the related Auction Period
thereafter and (b) if and for so long as a Series of Auction Rate Notes bears
interest at an Auction Note Interest Rate for an Interest Period of greater than
90 days, (i) the 15th day of each March, June, September and December unless any
March 15, June 15, September 15 or December 15 is not a Business Day, then the
Payment Date will be the next Business Day, and (ii) the Business Day
immediately following the expiration of the Auction Period for that Series of
Auction Rate Notes.

                "Payment Default" means, with respect to the Auction Rate Notes,
(a) a default in the due and punctual payment of any installment of interest on
such Auction Rate Notes, or (b) a default

                                       B-6

<PAGE>

in the due and punctual payment of any interest on and principal of such Auction
Rate Notes at their maturity.

                "Potential Owner" means any Person (including an 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).

                "Program Expense Percentage" means, the percentage that all
Program Expenses (other than Consolidation Loan rebate fees) estimated for the
next 12 months represent of the outstanding principal balance of the Financed
Student Loans, which as of the Closing Date is 0.50%, and which the
Administrator shall calculate on the last day of each calendar quarter. Any
adjustment in the Program Expense Percentage shall be effective beginning on the
first Interest Rate Determination Date following each such calculation.

                "Regular Record Date" means, with respect to each Payment Date,
the Business Day immediately preceding such Payment Date.

                "Sell Order" has the meaning set forth in Section 2.02(a)(i)(A)
of this Appendix B.

                "Submission Deadline" means 1:00 p.m., eastern 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" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                "Submitted Hold Order" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                "Submitted Order" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                "Submitted Sell Order" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                "Substitute Auction Agent" means the Person with whom the Issuer
and the Indenture Trustee enter into a Substitute Auction Agent Agreement.

                "Substitute Auction Agent Agreement" means an auction agent
agreement containing terms substantially similar to the terms of the Initial
Auction Agent Agreement, whereby a Person having the qualifications required by
Section 2.02(e) of this Appendix B agrees with the Indenture Trustee and the
Issuer to perform the duties of the Auction Agent under this Appendix B.

                "Sufficient Bids" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix B.

                                       B-7

<PAGE>

                                   ARTICLE II

                               TERMS AND ISSUANCE

                Section 2.01 Auction Rate and Carry-over Amounts. During the
Initial Period, each Series of Auction Rate Notes shall bear interest at the
Initial Rate for such Series. Thereafter, and except with respect to an Auction
Period Adjustment, the Auction Rate Notes shall bear interest at an Auction Note
Interest Rate based on a 28-day Auction Period for the Auction Rate Notes, as
determined pursuant to this Section 2.01 and Section 2.02 of this Appendix B.

                For the Auction Rate Notes during the Initial Period and each
Auction Period thereafter, interest at the applicable Auction Note Interest Rate
shall accrue daily and shall be computed for the actual number of days elapsed
on the basis of a year consisting of 360 days.

                The Auction Note Interest Rate to be borne by the Auction Rate
Notes after such Initial Period for each Auction Period until an Auction Period
Adjustment, if any, shall be determined as described below. Each such Auction
Period after the Initial Period shall commence on and include the day following
the expiration of the immediately preceding Auction Period and terminate on and
include (i) the day preceding the first Business Day of the following fourth
week in the case of the Series A-4 Notes and the Series A-5 Notes, and (ii) the
fourth Business Day of the following fourth week in the case of the Series A-6
Notes, the Series A-7 Notes, the Series A-8 Notes and the Series B-1 Notes;
provided, however, that in the case of the Auction Period that immediately
follows the Initial Period for the Auction Rate Notes, such Auction Period shall
commence on the Initial Rate Adjustment Date. The Auction Note Interest Rate of
the Auction Rate Notes for each Auction Period shall be the Auction Rate in
effect for such Auction Period as determined in accordance with Section 2.02(a)
of this Appendix B; provided that, if on any Interest Rate Determination Date,
an Auction is not held for any reason, the following Business Day shall be
considered the Interest Rate Determination Date and an Auction is to be held on
such date. If an Auction is not held for any reason on such date, then the
Auction Note Interest Rate on such Auction Rate Notes for the next succeeding
Auction Period shall be the applicable Cap Rate.

                Notwithstanding the foregoing:

                        (a)     if the ownership of an Auction Rate Note is no
                longer maintained in Book-entry Form, the Auction Note Interest
                Rate on the Auction Rate Notes for any Interest Period
                commencing after the delivery of certificates representing
                Auction Rate Notes pursuant to the Indenture shall equal the Cap
                Rate; or

                        (b)      if a Payment Default shall have occurred, the
                Auction Note Interest Rate on the Auction Rate Notes for the
                Interest Period commencing on or immediately after such Payment
                Default, and for each Interest Period thereafter, to and
                including the Interest Period, if any, during which, or
                commencing less than two Business Days after, such Payment
                Default is cured, shall equal the applicable Non-Payment Rate on
                the first day of each such Interest Period.

                                       B-8

<PAGE>

                In accordance with Section 2.02(a)(iii)(B) and (C) of this
Appendix B, the Auction Agent shall promptly give written notice to the
Indenture Trustee and the Issuer of each Auction Note Interest Rate (unless the
Auction Note Interest Rate is the applicable Non-Payment Rate) and the Maximum
Rate when such rate is not the Auction Note Interest Rate, applicable to the
Auction Rate Notes. The Indenture Trustee shall, upon request, notify the
Noteholders and the Issuer of Auction Rate Notes of the applicable Auction Note
Interest Rate applicable to such Auction Rate Notes for each Auction Period not
later than the third Business Day of such Auction Period. Notwithstanding any
other provision of the Auction Rate Notes or the Indenture and except for the
occurrence of a Payment Default, interest payable on the Auction Rate Notes for
an Auction Period shall never exceed for such Auction Period the amount of
interest payable at the applicable Maximum Rate in effect for such Auction
Period.

                If the Auction Rate for the Auction Rate Notes is greater than
the Net Loan Rate, then the Auction Note Interest Rate applicable to such
Auction Rate Notes for that Interest Period will be the Net Loan Rate and the
Issuer shall determine the Carry-over Amount, if any, with respect to such
Auction Rate Notes for such Interest Period.

                Such Carry-over Amount shall bear interest calculated at a rate
equal to One-Month LIBOR (as determined by the Indenture Trustee) from the
Payment Date for the Interest Period with respect to which such Carry-over
Amount was calculated, until paid. Any payment in respect of Carry-over Amount
shall be applied, first, to any accrued interest payable thereon and, second, in
reduction of such Carry-over Amount. For purposes of the Indenture and this
Appendix B, any reference to "principal" or "interest" herein shall not include
within the meaning of such words Carry-over Amount or any interest accrued on
any such Carry-over Amount. Such Carry-over Amount shall be separately
calculated for each Auction Rate Note by the Issuer during such Interest Period
in sufficient time for the Indenture Trustee to give notice to each Noteholder
of such Carry-over Amount as required in the next succeeding sentence. Not less
than four days before the Payment Date for an Interest Period with respect to
which such Carry-over Amount has been calculated by the Issuer, the Indenture
Trustee shall give written notice to each Noteholder, the Auction Agent and the
Issuer, in the form provided by the Issuer, of the Carry-over Amount applicable
to each Auction Rate Note, which written notice may accompany the payment of
interest made to the Noteholder on such Payment Date. Such notice shall state,
in addition to such Carry-over Amount, that, unless and until an Auction Rate
Note has been redeemed (other than by optional redemption), after which all
accrued Carry-over Amounts (and all accrued interest thereon) that remains
unpaid shall be canceled and no Carry-over Amount (and interest accrued thereon)
shall be paid with respect to such Auction Rate Note, (a) the Carry-over Amount
(and interest accrued thereon calculated at a rate equal to One-Month LIBOR)
shall be paid by the Indenture Trustee pursuant to an Issuer Order on an Auction
Rate Note on the earliest of (i) the date of defeasance of any of the Auction
Rate Notes or (ii) the first occurring Payment Date with respect to the Auction
Rate Note (or on the date of any such optional redemption) if and to the extent
that (A) the Eligible Carry-over Make-up Amount with respect to such subsequent
Interest Period is greater than zero, and (B) moneys are available pursuant to
the terms of the Indenture in an amount sufficient to pay all or a portion of
such Carry-over Amount (and interest accrued thereon), and (b) interest shall
accrue on the Carry-over Amount at a rate equal to One-Month LIBOR until such
Carry-over Amount is paid in full or is cancelled.

                                       B-9

<PAGE>

                The Carry-over Amount (and interest accrued thereon) for Auction
Rate Notes shall be paid by the Indenture Trustee pursuant to an Issuer Order on
Outstanding Auction Rate Notes on the earliest of (a) the date of defeasance of
any of the Auction Rate Notes or (b) the first occurring Payment Date if and to
the extent that (i) the Eligible Carry-over Make-up Amount with respect to such
Interest Period is greater than zero, and (ii) on such Payment Date there are
sufficient moneys in the Collection Account to pay all interest due on the
Auction Rate Notes on such Payment Date, to redeem any Auction Rate Notes
required to be redeemed on such Payment Date in accordance with the Indenture
and to fund amounts required to be added to the Reserve Account on such Payment
Date. Any Carry-over Amount (and any interest accrued thereon) on any Auction
Rate Note that is due and payable on a Payment Date, which Auction Rate Note is
to be redeemed (other than by optional redemption) on said Payment Date, shall
be paid to the Noteholder thereof on said Payment Date to the extent that moneys
are available therefor in accordance with the provisions of this Appendix B;
provided, however, that any Carry-over Amount (and any interest accrued thereon)
that is not yet due and payable on said Payment Date shall be cancelled with
respect to said Auction Rate Note that is to be redeemed (other than by optional
redemption) on said Payment Date and shall not be paid on any succeeding Payment
Date. To the extent that any portion of the Carry-over Amount (and any interest
accrued thereon) remains unpaid after payment of a portion thereof, such unpaid
portion shall be paid in whole or in part as required hereunder until fully paid
by the Indenture Trustee on the earliest of (a) the date of defeasance of any of
the Auction Rate Notes or (b) the next occurring Payment Date or Dates, as
necessary, if and to the extent that the conditions in the second preceding
sentence are satisfied. On any Payment Date on which the Indenture Trustee pays
only a portion of the Carry-over Amount (and any interest accrued thereon) on
Auction Rate Notes, the Indenture Trustee shall give written notice in the
manner set forth in the immediately preceding paragraph to the Noteholder of
such Auction Rate Note receiving such partial payment of the Carry-over Amount
remaining unpaid on such Auction Rate Note.

                The Payment Date or other date on which such Carry-over Amount
(or any interest accrued thereon) for Auction Rate Notes shall be paid shall be
determined by the Indenture Trustee in accordance with the provisions of the
immediately preceding paragraph and the Indenture, and the Indenture Trustee
shall make payment of the Carry-over Amount (and any interest accrued thereon)
in the same manner as, and from the same Trust Account from which, it pays
interest on the Auction Rate Notes on a Payment Date. Any payment of Carry-over
Amounts (and interest accrued thereon) shall reduce the amount of Eligible
Carry-over Make-up Amount.

                In the event that the Auction Agent no longer determines, or
fails to determine, when required, the Auction Note Interest Rate with respect
to Auction Rate Notes, or, if for any reason such manner of determination shall
be held to be invalid or unenforceable, the Auction Note Interest Rate for the
next succeeding Interest Period, which Interest Period shall be an Auction
Period, for Auction Rate Notes shall be the applicable Cap Rate as determined by
the Auction Agent for such next succeeding Auction Period, and if the Auction
Agent shall fail or refuse to determine the Cap Rate, the Cap Rate shall be
determined by the securities dealer appointed by the Issuer capable of making
such a determination in accordance with the provisions of this

                                      B-10

<PAGE>

Appendix B and written notice of such determination shall be given by such
securities dealer to the Indenture Trustee.

                Section 2.02 Auction Rate.

                (a)     Determining the Auction Rate. By purchasing Auction Rate
Notes, whether in an Auction or otherwise, each purchaser of Auction Rate Notes,
or its Broker-Dealer, must agree and shall be deemed by such purchase to have
agreed (x) to participate in Auctions on the terms described herein, (y) to have
its beneficial ownership of the Auction Rate Notes maintained at all times in
Book-entry Form for the account of its Participant, which in turn will maintain
records of such beneficial ownership, and (z) to authorize such Participant to
disclose to the Auction Agent such information with respect to such beneficial
ownership as the Auction Agent may request.

                So long as the ownership of Auction Rate Notes is maintained in
Book-entry Form by the Securities Depository, an Existing Owner may sell,
transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or
Sell Order placed in an Auction or otherwise sell, transfer or dispose of
Auction Rate Notes 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.

                Auctions shall be conducted on each Auction Date, if there is an
Auction Agent on such Auction Date, in the following manner:

                (i)     (A)     Prior to the Submission Deadline on each Auction
                Date;

                                (1)     each Existing Owner of Auction Rate
                        Notes may submit to a Broker-Dealer by telephone or
                        otherwise any information as to:

                                        a.      the principal amount of
                                Outstanding Auction Rate Notes, if any, owned by
                                such Existing Owner that such Existing Owner
                                desires to continue to own without regard to the
                                Auction Note Interest Rate for the next
                                succeeding Auction Period;

                                        b.      the principal amount of
                                Outstanding Auction Rate Notes, if any, that
                                such Existing Owner offers to sell if the
                                Auction Note Interest Rate for the next
                                succeeding Auction Period shall be less than the
                                rate per annum specified by such Existing Owner;
                                and/or

                                        c.      the principal amount of
                                Outstanding Auction Rate Notes, if any, owned by
                                such Existing Owner that such Existing Owner
                                offers to sell without regard to the Auction
                                Note Interest Rate for the next succeeding
                                Auction Period;

                                 and

                                      B-11

<PAGE>

                                (2)     one or more Broker-Dealers may contact
                        Potential Owners to determine the principal amount of
                        Auction Rate Notes that each Potential Owner offers to
                        purchase, if the Auction Note Interest Rate for the next
                        succeeding Auction Period shall not be less than the
                        rate per annum specified by such Potential Owner.

                The statement of an Existing Owner or a Potential Owner referred
to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and
each Existing Owner and each Potential Owner placing an Order is herein referred
to as a "Bidder"; an Order described in clause (1)a. is herein referred to as a
"Hold Order"; an Order described in clauses (1)b. and (2) is herein referred to
as a "Bid"; and an Order described in clause (1)c. is herein referred to as a
"Sell Order."

                        (B)     (1)     Subject to the provisions of Section
                2.02(a)(ii) of this Appendix B, a Bid by an Existing Owner shall
                constitute an irrevocable offer to sell:

                                        a.      the principal amount of
                                Outstanding Auction Rate Notes specified in such
                                Bid if the Auction Note Interest Rate determined
                                as provided in this Section 2.02(a) shall be
                                less than the rate specified therein; or

                                        b.      such principal amount, or a
                                lesser principal amount of Outstanding Auction
                                Rate Notes to be determined as set forth in
                                Section 2.02(a)(iv)(A)(4) of this Appendix B, if
                                the Auction Note Interest Rate determined as
                                provided in this Section 2.02(a) shall be equal
                                to the rate specified therein; or

                                        c.      such principal amount, or a
                                lesser principal amount of Outstanding Auction
                                Rate Notes to be determined as set forth in
                                Section 2.02(a)(iv)(B)(3) of this Appendix B, if
                                the rate specified therein shall be higher than
                                the applicable Maximum Rate and Sufficient Bids
                                have not been made.

                                (2)     Subject to the provisions of Section
                        2.02(a)(ii) of this Appendix B, a Sell Order by an
                        Existing Owner shall constitute an irrevocable offer to
                        sell:

                                        a.      the principal amount of
                                Outstanding Auction Rate Notes specified in such
                                Sell Order; or

                                        b.      such principal amount, or a
                                lesser principal amount of Outstanding Auction
                                Rate Notes set forth in Section
                                2.02(a)(iv)(B)(3) of this Appendix B, if
                                Sufficient Bids have not been made.

                                (3)     Subject to the provisions of Section
                        2.02(a)(ii) of this Appendix B, a Bid by a Potential
                        Owner shall constitute an irrevocable offer to purchase:

                                      B-12

<PAGE>

                                        a.      the principal amount of
                                Outstanding Auction Rate Notes specified in such
                                Bid if the Auction Note Interest Rate determined
                                as provided in this Section 2.02(a) shall be
                                higher than the rate specified in such Bid; or

                                        b.      such principal amount, or a
                                lesser principal amount of Outstanding Auction
                                Rate Notes set forth in Section
                                2.02(a)(iv)(A)(5) of this Appendix B, if the
                                Auction Note Interest Rate determined as
                                provided in this Section 2.02(a) shall be equal
                                to the rate specified in such Bid.

                        (ii)    (A)     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:

                                (1)     the name of the Bidder placing such
                        Order;

                                (2)     the aggregate principal amount of
                        Auction Rate Notes that are the subject of such Order;

                                (3)     to the extent that such Bidder is an
                        Existing Owner:

                                                a.      the principal amount of
                                        Auction Rate Notes, if any, subject to
                                        any Hold Order placed by such Existing
                                        Owner;

                                                b.      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

                                                c.      the principal amount of
                                        Auction Rate Notes, if any, subject to
                                        any Sell Order placed by such Existing
                                        Owner;

                                        and

                                        (4)     to the extent such Bidder is a
                                Potential Owner, the rate specified in such
                                Potential Owner's Bid.

                                (B)     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 higher one thousandth of 1%.

                                (C)     If an Order or Orders covering all
                        Outstanding Auction Rate Notes owned by an 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 owned by such Existing Owner and not
                        subject to an Order submitted to the Auction Agent.

                                      B-13

<PAGE>

                                (D)     Neither the Issuer, the Indenture
                        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.

                                (E)     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 owned by such Existing
                        Owner, such Orders shall be considered valid as follows
                        and in the following order of priority:

                                        (1)     All Hold Orders shall be
                                considered valid, but only up to the aggregate
                                principal amount of Outstanding Auction Rate
                                Notes owned 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
                                owned by such Existing Owner, the aggregate
                                principal amount of Auction Rate Notes subject
                                to each such Hold Order shall be reduced pro
                                rata so that the aggregate principal amount of
                                Auction Rate Notes subject to such Hold Order
                                equals the aggregate principal amount of
                                Outstanding Auction Rate Notes owned by such
                                Existing Owner.

                                        (2)     a.      Any Bid shall be
                                considered valid up to an amount equal to the
                                excess of the principal amount of Outstanding
                                Auction Rate Notes owned by such Existing Owner
                                over the aggregate principal amount of Auction
                                Rate Notes subject to any Hold Order referred to
                                in clause (A) of this paragraph (ii);

                                                b.      subject to subclause
                                (2)a. of this clause (E), 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 an amount
                                equal to such excess;

                                                c.      subject to subclauses
                                (2)a. and (2)b. of this clause (E), if more than
                                one Bid with different rates are 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 the amount of such excess;
                                and

                                                d.      in any such event, the
                                amount of Outstanding Auction Rate Notes, if
                                any, subject to Bids not valid under this clause
                                (E) shall be treated as the subject of a Bid by
                                a Potential Owner at the rate therein specified;
                                and

                                      B-14

<PAGE>

                                        (3)     All Sell Orders shall be
                                considered valid up to an amount equal to the
                                excess of the principal amount of Outstanding
                                Auction Rate Notes owned by such Existing Owner
                                over the aggregate principal amount of Auction
                                Rate Notes subject to Hold Orders referred to in
                                clause (1) of this paragraph (E) and valid Bids
                                referred to in clause (2) of this paragraph (E).

                                (F)     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.

                                (G)     An Existing Owner that offers to
                        purchase additional Auction Rate Notes is, for purposes
                        of such offer, treated as a Potential Owner.

                                (H)     Any Bid or Sell Order submitted by an
                        Existing Owner covering an aggregate principal amount of
                        Auction Rate Notes not equal to an Authorized
                        Denomination 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 shall be
                        rejected.

                                (I)     Any Bid specifying a rate higher than
                        the applicable Maximum Rate will (1) be treated as a
                        Sell Order if submitted by an Existing Owner and (2) not
                        be accepted if submitted by a Potential Owner.

                                (J)     Any Order submitted in an Auction by a
                        Broker-Dealer to the Auction Agent prior to the
                        Submission Deadline on any Auction Date shall be
                        irrevocable.

                        (iii)   (A)     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 herein 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:

                                        (1)     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
                                herein referred to as the "Available Auction
                                Rate Notes"), and

                                        (2)     from the Submitted Orders
                                whether:

                                      B-15

<PAGE>

                                                a.      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 applicable
                                        Maximum Rate;

                                exceeds or is equal to the sum of:

                                                b.       the aggregate principal
                                        amount of Outstanding Auction Rate Notes
                                        subject to Submitted Bids by Existing
                                        Owners specifying one or more rates
                                        higher than the applicable Maximum Rate;
                                        and

                                                c.      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 all of the
                                Outstanding Auction Rate Notes are subject to
                                Submitted Hold Orders, such Submitted Bids
                                described in subclause a. above shall be
                                referred to collectively as "Sufficient Bids");
                                and

                                        (3)     if Sufficient Bids exist, the
                                "Bid Auction Rate", which shall be the lowest
                                rate specified in such Submitted Bids such that
                                if:

                                                a.      (x) each Submitted Bid
                                        from Existing Owners specifying such
                                        lowest rate and (y) all other Submitted
                                        Bids from Existing Owners specifying
                                        lower rates were rejected, thus
                                        entitling such Existing Owners to
                                        continue to own the principal amount of
                                        Auction Rate Notes subject to such
                                        Submitted Bids; and

                                                b.      (x) each such Submitted
                                        Bid from Potential Owners specifying
                                        such lowest rate and (y) all other
                                        Submitted Bids from Potential Owners
                                        specifying lower rates were accepted;

                                the result would be that such Existing Owners
                                described in subclause a. above would continue
                                to own an aggregate principal amount of
                                Outstanding Auction Rate Notes that, when added
                                to the aggregate principal amount of Outstanding
                                Auction Rate Notes to be purchased by such
                                Potential Owners described in subclause b.
                                above, would equal not less than the Available
                                Auction Rate Notes.

                                (B)     Promptly after the Auction Agent has
                        made the determinations pursuant to Section
                        2.02(a)(iii)(A) of this Appendix B, the Auction Agent
                        shall advise the Indenture Trustee, the Broker-Dealers
                        and the Issuer of the Net Loan Rate, Maximum Rate and
                        the All Hold Rate and the components thereof on the
                        Auction Date. Based on such determinations, the Auction
                        Rate for the next succeeding Interest Period will be
                        established as follows:

                                      B-16

<PAGE>

                                        (1)     if Sufficient Bids exist, that
                                the Auction Rate for the next succeeding
                                Interest Period shall be equal to the Bid
                                Auction Rate so determined;

                                        (2)     if Sufficient Bids do not exist
                                (other than because all of the Outstanding
                                Auction Rate Notes are subject to Submitted Hold
                                Orders), that the Auction Rate for the next
                                succeeding Interest Period shall be equal to the
                                applicable Maximum Rate; or

                                        (3)     if all Outstanding Auction Rate
                                Notes are subject to Submitted Hold Orders, that
                                the Auction Rate for the next succeeding
                                Interest Period shall be equal to the applicable
                                All Hold Rate.

                                (C)     Promptly after the Auction Agent has
                        determined the Auction Rate, the Auction Agent shall
                        determine and advise the Indenture Trustee of the
                        Auction Note Interest Rate, which rate shall be the
                        lesser of (x) the Auction Rate and (y) the applicable
                        Maximum Rate.

                        (iv)    Existing Owners shall continue to own the
                principal amount of Auction Rate Notes that are subject to
                Submitted Hold Orders. If the Net Loan Rate is equal to or
                greater than the Bid Auction Rate and if Sufficient Bids have
                been received by the Auction Agent, the Bid Auction Rate will be
                the Auction Note Interest Rate, and Submitted Bids and Submitted
                Sell Orders will be accepted or rejected and the Auction Agent
                will take such other action as described below in subparagraph
                (A).

        If the Maximum Rate is less than the Auction Rate, the Maximum Rate will
be the Auction Note Interest Rate. If the Auction Agent has not received
Sufficient Bids (other than because all of the Outstanding Auction Rate Notes
are subject to Submitted Hold Orders), the Auction Note Interest Rate will be
the applicable Maximum Rate. In any of the cases described above, Submitted
Orders will be accepted or rejected and the Auction Agent will take such other
action as described below in subparagraph (B).

                                (A)     If Sufficient Bids have been made and
                        the Maximum Rate is equal to or greater than the Bid
                        Auction Rate (in which case the Auction Note Interest
                        Rate shall be the Bid Auction Rate), all Submitted Sell
                        Orders shall be accepted and, subject to the provisions
                        of clauses (4) and (5) of this Section 2.02(a)(iv),
                        Submitted Bids shall be accepted or rejected as follows
                        in the following order of priority, and all other
                        Submitted Bids shall be rejected:

                                        (1)     Existing Owners' Submitted Bids
                                specifying any rate that is higher than the
                                Auction Note Interest 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-17

<PAGE>

                                        (2)     Existing Owners' Submitted Bids
                                specifying any rate that is lower than the
                                Auction Note Interest Rate shall be rejected,
                                thus entitling each such Existing Owner to
                                continue to own the aggregate principal amount
                                of Auction Rate Notes subject to such Submitted
                                Bids;

                                        (3)     Potential Owners' Submitted Bids
                                specifying any rate that is lower than the
                                Auction Note Interest Rate shall be accepted;

                                        (4)     Each Existing Owners' Submitted
                                Bid specifying a rate that is equal to the
                                Auction Note Interest Rate shall be rejected,
                                thus entitling such Existing Owner to continue
                                to own 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 Notes (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 (2) and (3)
                                of this Section 2.02(a)(iv)(A), 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 own 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 owned 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 Auction Note Interest Rate, subject to
                                the provisions of Section 2.02(a)(iv)(D) of this
                                Appendix B; and

                                        (5)     Each Potential Owner's Submitted
                                Bid specifying a rate that is equal to the
                                Auction Note Interest 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 Notes
                                over the aggregate principal amount of Auction
                                Rate Notes subject to Submitted Bids described
                                in clauses (2), (3) and (4) of this Section
                                2.02(a)(iv)(A) 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 amount of
                                Outstanding Auction Rate Notes subject to
                                Submitted Bids made by all such Potential Owners
                                that specified a rate equal to the Auction Note
                                Interest Rate, subject to the provisions of
                                Section 2.02(a)(iv)(D) of this Appendix B.

                                      B-18

<PAGE>

                                (B)     If Sufficient Bids have not been made
                        (other than because all of the Outstanding Auction Rate
                        Notes are subject to submitted Hold Orders), or if the
                        Maximum Rate is less than the Bid Auction Rate (in which
                        case the Auction Note Interest Rate shall be the Maximum
                        Rate), subject to the provisions of Section
                        2.02(a)(iv)(D) of this Appendix B, Submitted Orders
                        shall be accepted or rejected as follows in the
                        following order of priority and all other Submitted Bids
                        shall be rejected:

                                        (1)     Existing Owners' Submitted Bids
                                specifying any rate that is equal to or lower
                                than the Auction Note Interest Rate shall be
                                rejected, thus entitling such Existing Owners to
                                continue to own the aggregate principal amount
                                of Auction Rate Notes subject to such Submitted
                                Bids;

                                        (2)     Potential Owners' Submitted Bids
                                specifying (x) any rate that is equal to or
                                lower than the Auction Note Interest Rate shall
                                be accepted and (y) any rate that is higher than
                                the Auction Note Interest Rate shall be
                                rejected; and

                                        (3)     each Existing Owner's Submitted
                                Bid specifying any rate that is higher than the
                                Auction Note Interest 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
                                Notes 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 Notes
                                subject to Submitted Bids described in clause
                                (2)(x) of this Section 2.02(a)(iv)(B) by a
                                fraction the numerator of which shall be the
                                aggregate principal amount of Outstanding
                                Auction Rate Notes owned 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.

                                (C)     If all Auction Rate Notes are subject to
                        Submitted Hold Orders, all Submitted Bids shall be
                        rejected.

                                (D)     If, as a result of the procedures
                        described in paragraph (A) or (B) of this Section
                        2.02(a)(iv), 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, the Auction Agent shall, in such manner as
                        in its sole discretion it shall determine, round up or
                        down the principal amount of Auction Rate Notes 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.

                                      B-19

<PAGE>

                                (E)     If, as a result of the procedures
                        described in paragraph (B) of this Section 2.02(a)(iv),
                        any Potential Owner would be entitled or required to
                        purchase less than an Authorized Denomination of Auction
                        Rate Notes, the Auction Agent shall, in such manner as
                        in its sole discretion it shall determine, allocate
                        Auction Rate Notes for purchase among Potential Owners
                        so that only Auction Rate Notes in Authorized
                        Denominations are purchased by any Potential Owner, even
                        if such allocation results in one or more of such
                        Potential Owners not purchasing any Auction Rate Notes.

                        (v)     Based on the result 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 Notes 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.

                        (vi)    Any calculation by the Auction Agent or the
                Indenture Trustee, as applicable, of the Auction Note Interest
                Rate, the Maximum Rate, the All Hold Rate, the Net Loan Rate and
                the Non-Payment Rate shall, in the absence of manifest error, be
                binding on all other parties.

                        (vii)   Notwithstanding anything in this Appendix B to
                the contrary, (A) no Auction for the Auction Rate Notes for an
                Auction Period of less than 180 days will be held on any Auction
                Date hereunder on which there are insufficient moneys in the
                Collection Account to pay, or otherwise held by the Indenture
                Trustee under the Indenture and available to pay, the principal
                of and interest due on the Auction Rate Notes on the Payment
                Date immediately following such Auction Date, and (B) no Auction
                will be held on any Auction Date hereunder during the
                continuance of a Payment Default. The Indenture Trustee shall
                promptly notify the Auction Agent of any such occurrence.

                (b)     Application of Interest Payments for the Auction Rate
        Notes.

                        (i)     The Indenture Trustee shall determine not later
                than 2:00 p.m., eastern time, on the Business Day next
                succeeding a Payment Date, whether a Payment Default has
                occurred. If a Payment Default has occurred, the Indenture
                Trustee shall, not later than 2:15 p.m., eastern time, on such
                Business Day, send a notice thereof in substantially the form of
                Exhibit D attached hereto to the Auction Agent by telecopy or
                similar means and, if such Payment Default is cured, the
                Indenture Trustee shall immediately send a notice in
                substantially the form of Exhibit E attached hereto to the
                Auction Agent by telecopy or similar means.

                                      B-20

<PAGE>

                        (ii)    Not later than 2:00 p.m., eastern time, on each
                anniversary of the Closing Date, the Indenture Trustee shall pay
                to the Auction Agent, in immediately available funds out of
                amounts in the Collection Account, an amount equal to the
                Auction Agent Fee as set forth in the Auction Agent Agreement as
                set forth in the Servicer's Report. Not later than 2:00 p.m.,
                eastern time, on each Auction Date, the Indenture Trustee shall
                pay to the Auction Agent, in immediately available funds out of
                amounts in the Collection Account, an amount equal to the
                Broker-Dealer Fee as calculated in the Auction Agent Agreement.
                The Indenture Trustee shall, from time to time at the request of
                the Auction Agent and at the direction of an Authorized Officer,
                reimburse the Auction Agent for its reasonable expenses as
                provided in the Auction Agent Agreement, such expenses to be
                paid out of amounts in the Collection Account.

                (c)     Calculation of Maximum Rate, All Hold Rate, Net Loan
Rate, Applicable LIBOR Rate, and Non-Payment Rate. The Auction Agent shall
calculate the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and
All Hold Rate, as the case may be, on each Auction Date and shall notify the
Indenture Trustee and the Broker-Dealers of the applicable Maximum Rate, Net
Loan Rate, Applicable LIBOR Rate, and All Hold Rate, as the case may be, as
provided in the Auction Agent Agreement; provided, that if the ownership of the
Auction Rate Notes is no longer maintained in Book-entry Form, or if a Payment
Default has occurred, then the Indenture Trustee shall determine the applicable
Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, All Hold Rate and
Non-Payment Rate for each such Interest Period. If the ownership of the Auction
Rate Notes is no longer maintained in Book-entry Form by the Securities
Depository, the Indenture Trustee shall calculate the applicable Maximum Rate
and the Net Loan Rate on the Business Day immediately preceding the first day of
each Interest Period after the delivery of certificates representing the Auction
Rate Notes pursuant to the Indenture. If a Payment Default shall have occurred,
the Indenture Trustee shall calculate the Non-Payment Rate on the Interest Rate
Determination Date for (i) each Interest Period commencing after the occurrence
and during the continuance of such Payment Default and (ii) any Interest Period
commencing less than two Business Days after the cure of any Payment Default.
The determination by the Indenture Trustee or the Auction Agent, as the case may
be, of the applicable Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, All
Hold Rate and Non-Payment Rate shall (in the absence of manifest error) be final
and binding upon all parties. If calculated or determined by the Auction Agent,
the Auction Agent shall promptly advise the Indenture Trustee of the applicable
Maximum Rate, Net Loan Rate, Applicable LIBOR Rate, and All Hold Rate.

                (d)     Notification of Rates, Amounts and Payment Dates.

                        (i)     By 12:00 noon, eastern time, on the Business Day
                following each Regular Record Date, the Indenture Trustee shall
                determine the aggregate amounts of interest distributable on the
                next succeeding Payment Date to the beneficial owners of Auction
                Rate Notes.

                        (ii)    At least four days prior to any Payment Date,
                the Indenture Trustee shall:

                                      B-21

<PAGE>

                        (A)     confirm with the Auction Agent, so long as no
                Payment Default has occurred and is continuing and the ownership
                of the Auction Rate Notes is maintained in Book-entry Form by
                the Securities Depository, (1) the date of such next Payment
                Date and (2) the amount payable to the Auction Agent on the
                Auction Date pursuant to Section 2.02(b)(ii) of this Appendix B;
                and

                        (B)     advise the Securities Depository, so long as the
                ownership of the Auction Rate Notes is maintained in Book-entry
                Form by the Securities Depository, upon request, of the
                aggregate amount of interest distributable on such next Payment
                Date to the beneficial owners of each Series of the Auction Rate
                Notes.

        If any day scheduled to be a Payment Date shall be changed after the
Indenture Trustee shall have given the notice or confirmation referred to in
clause (i) of the preceding sentence, the Indenture Trustee shall, not later
than 11:15 a.m., eastern time, on the Business Day next preceding the earlier of
the new Payment Date or the old Payment Date, by such means as the Indenture
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 Notes is maintained in Book-entry Form by the Securities
Depository.

        (e)     Auction Agent.

                (i)     Deutsche Bank Trust Company Americas is hereby appointed
        as Initial Auction Agent to serve as agent for the Issuer in connection
        with Auctions. The Indenture Trustee and the Issuer will, and the
        Indenture Trustee is hereby directed to, enter into the Initial Auction
        Agent Agreement with Deutsche Bank Trust Company Americas, as the
        Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank,
        national banking association 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, New
        York, or such other location as approved by the Indenture Trustee in
        writing and having a combined capital stock or surplus of at least
        $50,000,000, or (B) a member of the National Association of Securities
        Dealers, Inc., having a capitalization of at least $50,000,000, and, in
        either case, authorized by law to perform all the duties imposed upon it
        hereunder and under the Auction Agent Agreement. The Auction Agent may
        at any time resign and be discharged of the duties and obligations
        created by this Appendix B by giving at least 90 days' notice to the
        Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent
        may be removed at any time by the Indenture Trustee upon the written
        direction of an Authorized Officer or by the holders of a majority of
        the aggregate principal amount of the Auction Rate Notes then
        Outstanding, and if by such Noteholders, by an instrument signed by such
        Noteholders or their attorneys and filed with the Auction Agent, the
        Issuer and the Indenture Trustee upon at least 90 days' written notice.
        Neither resignation nor removal of the Auction Agent pursuant to the
        preceding two sentences shall be effective until and unless a Substitute
        Auction Agent has been appointed and has accepted such appointment. If
        required by the Issuer, a Substitute Auction Agent Agreement shall be
        entered into with a Substitute Auction Agent. Notwithstanding the
        foregoing, the Auction Agent may

                                      B-22

<PAGE>

        terminate the Auction Agent Agreement if, within 25 days after notifying
        the Indenture Trustee, each Broker-Dealer and the Issuer in writing that
        it has not received payment of any Auction Agent Fee due it in
        accordance with the terms of the Auction Agent Agreement, the Auction
        Agent does not receive such payment.

                (ii)    If the Auction Agent shall resign or be removed or be
        dissolved, or if the property or affairs of the Auction Agent shall be
        taken under the control of any state or federal court or administrative
        body because of bankruptcy or insolvency, or for any other reason, the
        Indenture Trustee at the direction of an Authorized Officer, shall use
        its best efforts to appoint a Substitute Auction Agent.

                (iii)   The Auction Agent is acting as agent for the Issuer in
        connection with Auctions. In the absence of bad faith, negligent failure
        to act or negligence on its part, the Auction Agent shall not be liable
        for any action taken, suffered or omitted or any error of judgment made
        by it in the performance of its duties under the Auction Agent Agreement
        and shall 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.

        (f)     Broker-Dealers.

                (i)     The Auction Agent will enter into a Broker-Dealer
        Agreement with William R. Hough & Co., as the sole initial Broker-Dealer
        for the Series A-4 Notes and the Series A-5 Notes, and Citigroup Global
        Markets Inc., as the sole initial Broker-Dealer for the Series A-6
        Notes, the Series A-7 Notes, the Series A-8 Notes and the Series B-1
        Notes. An Authorized Officer may, from time to time, approve one or more
        additional Persons to serve as a Broker-Dealer under the Broker-Dealer
        Agreements and shall be responsible for providing such Broker-Dealer
        Agreements to the Indenture Trustee and the Auction Agent.

                (ii)    Any Broker-Dealer may be removed at any time, at the
        request of an Authorized Officer, but there shall, at all times, be at
        least one Broker-Dealer appointed and acting as such.

        (g)     Changes in Auction Period or Periods and Certain Percentages.

                (i)     While any of the Auction Rate Notes are Outstanding, the
        Issuer may, from time to time, change the length of one or more Auction
        Periods (an "Auction Period Adjustment"), to conform with then current
        market practice with respect to similar securities or 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. The Issuer shall not initiate an Auction Period Adjustment
        unless it shall have received the written consent of the Market Agent,
        which consent shall not be unreasonably withheld, not later than nine
        days prior to the Auction Date for such Auction Period. The Issuer shall
        not initiate an Auction Period Adjustment that would result in an
        Auction Period longer than 120 days unless it shall have received a
        Rating Confirmation regarding that Auction Period Adjustment. The Issuer
        shall initiate the

                                      B-23

<PAGE>

        Auction Period Adjustment by giving written notice by Issuer Order to
        the Indenture Trustee, the Auction Agent, the Market Agent, each
        Broker-Dealer, each Rating Agency and the Securities Depository in
        substantially the form of, or containing substantially the information
        contained in, Exhibit F attached hereto at least 10 days prior to the
        Auction Date for such Auction Period.

                (ii)    Any such adjusted Auction Period shall not be less than
        7 days nor more than 366 days.

                (iii)   An Auction Period Adjustment shall take effect only if
        (A) the Indenture Trustee and the Auction Agent receive, by 11:00 a.m.,
        eastern time, on the Business Day before the Auction Date for the first
        such Auction Period, an Issuer Certificate in substantially the form
        attached as, or containing substantially the same information contained
        in, Exhibit G attached hereto, authorizing the Auction Period Adjustment
        specified in such certificate along with a copy of the written consent
        of the Market Agent and, (B) Sufficient Bids exist as of the Auction on
        the Auction Date for such first Auction Period. If the condition
        referred to in (A) above is not met, the applicable Auction Note
        Interest Rate for the next Auction Period shall be determined pursuant
        to the above provisions of this Section 2.02 and the Auction Period
        shall be the Auction Period determined without reference to the proposed
        change. If the condition referred to in (A) is met but the condition
        referred in (B) above is not met, the applicable Auction Note Interest
        Rate for the next Auction Period shall be the applicable Maximum Rate
        and the Auction Period shall be the Auction Period determined without
        reference to the proposed change.

        In connection with any Auction Period Adjustment, the Auction Agent
shall provide such further notice to such parties as is specified in Section
2.03 of the Auction Agent Agreement.

        (h)     Changes in the Auction Date. The Market Agent, with the written
consent of the Administrator on behalf of the Issuer, may specify a different
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 to conform with then current market
practice with respect to similar securities or 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 the Auction Rate
Notes. The Market Agent shall deliver a written request for consent to such
change in the Auction Date to the Administrator at least 14 days prior to the
effective date of such change. If the Administrator shall have delivered such
written consent to the Market Agent, the Market Agent shall provide notice of
its 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 Indenture Trustee, the Auction Agent, the
Issuer, the Administrator, each Rating Agency and the Securities Depository.
Such notice shall be substantially in the form of, or contain substantially the
information contained in, Exhibit H attached hereto.

                                      B-24

<PAGE>

        In connection with any change described in this Section 2.02(h), the
Auction Agent shall provide such further notice to such parties as is specified
in Section 2.03 of the Auction Agent Agreement.

        Section 2.03 Additional Provisions Regarding the Interest Rates on the
Auction Rate Notes. The determination of an Auction Note Interest Rate by the
Auction Agent or any other Person pursuant to the provisions of the applicable
Section of this Article II shall be conclusive and binding on the Noteholders of
the Auction Rate Notes to which such Auction Note Interest Rate applies, and the
Issuer and the Indenture Trustee may rely thereon for all purposes.

        In no event shall the cumulative amount of interest paid or payable on
the Auction Rate Notes (including interest calculated as provided herein, plus
any other amounts that constitute interest on the Auction Rate Notes under
applicable law and are contracted for, charged, reserved, taken or received
pursuant to the Auction Rate Notes or related documents) calculated from the
Closing Date of the Auction Rate Notes through any subsequent day during the
term of the Auction Rate Notes or otherwise prior to payment in full of the
Auction Rate Notes exceed the amount permitted by applicable law. If the
applicable law is ever judicially interpreted so as to render usurious any
amount called for under the Auction Rate Notes or related documents or otherwise
contracted for, charged, reserved, taken or received in connection with the
Auction Rate Notes, or if the redemption or acceleration of the maturity of the
Auction Rate Notes results in payment to or receipt by the Noteholder or any
former Noteholder of the Auction Rate Notes of any interest in excess of that
permitted by applicable law, then, notwithstanding any provision of the Auction
Rate Notes or related documents to the contrary, all excess amounts theretofore
paid or received with respect to the Auction Rate Notes shall be credited on the
principal balance of the Auction Rate Notes (or, if the Auction Rate Notes have
been paid or would thereby be paid in full, refunded by the recipient thereof),
and the provisions of the Auction Rate Notes and related documents shall
automatically and immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for under the
Auction Rate Notes and under the related documents.

                                      B-25

<PAGE>

                                    EXHIBIT C

                          CLOSING CASH FLOW PROJECTIONS

                             (to be attached hereto)

<PAGE>

                                    EXHIBIT D

                            NOTICE OF PAYMENT DEFAULT

                       EDUCATION FUNDING CAPITAL TRUST-II
                          EDUCATION LOAN BACKED NOTES

                                    SERIES __

                NOTICE IS HEREBY GIVEN that a Payment Default has occurred and
is continuing with respect to the Auction Rate Notes identified above. The next
Auction for the Auction Rate Notes will not be held. The Auction Rate for the
Auction Rate Notes for the next succeeding Interest Period shall be the
Non-Payment Rate.

                                        FIFTH THIRD BANK, as Indenture Trustee

Dated:                                  By:
        ----------------------------       -------------------------------------

<PAGE>

                                    EXHIBIT E

                        NOTICE OF CURE OF PAYMENT DEFAULT

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                                    SERIES __

                NOTICE IS HEREBY GIVEN that a Payment Default with respect to
the Auction Rate Notes identified above has been waived or cured. The next
Payment Date is __________________________ and the Auction Date is
__________________________.

                                        FIFTH THIRD BANK, as Indenture Trustee

Dated:                                  By:
        ----------------------------       -------------------------------------

<PAGE>

                                    EXHIBIT F

                       NOTICE OF PROPOSED CHANGE IN LENGTH
                         OF ONE OR MORE AUCTION PERIODS

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES

                                    SERIES __

                Notice is hereby given that the Issuer proposes to change the
length of one or more Auction Periods pursuant to the Indenture as follows:

                1.      The change shall take effect on _______________, the
Interest Rate Adjustment Date for the next Auction Period (the "Effective
Date").

                2.      The Auction Period Adjustment in Paragraph 1 shall take
place only if (a) the Indenture Trustee and the Auction Agent receive, by 11:00
a.m., eastern time, on the Business Day before the Auction Date for the Auction
Period commencing on the Effective Date, a certificate from the Issuer, as
required by the Indenture authorizing the change in length of one or more
Auction Periods and (b) Sufficient Bids exist on the Auction Date for the
Auction Period commencing on the Effective Date.

                3.      If the condition referred to in (a) above is not met,
the Auction Rate for the Auction Period commencing on the Effective Date will 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 (a) is met but the condition referred to in (b) above
is not met, the Auction Rate for the Auction Period commencing on the Effective
Date shall be the Maximum Rate and the Auction Period shall be the Auction
Period determined without reference to the proposed change.

                4.      It is hereby represented, upon advice of the Auction
Agent for the Series __ Notes described herein, that there were Sufficient Bids
for such Series __ Notes at the Auction immediately preceding the date of this
Notice.

                5.      Terms not defined in this Notice shall have the meanings
set forth in the Indenture entered into in connection with the Series __ Notes.

                                             EDUCATION FUNDING CAPITAL TRUST-II

Dated:                                       By:
       --------------------                     --------------------------------

<PAGE>

                                    EXHIBIT G

                      NOTICE ESTABLISHING CHANGE IN LENGTH
                         OF ONE OR MORE AUCTION PERIODS

                       EDUCATION FUNDING CAPITAL TRUST-II]
                           EDUCATION LOAN BACKED NOTES
                                    SERIES __

                Notice is hereby given that the Issuer hereby establishes new
lengths for one or more Auction Periods pursuant to the Indenture:

                1.      The change shall take effect on _______________, the
Interest Rate Adjustment Date for the next Auction Period (the "Effective
Date").

                2.      For the Auction Period commencing on the Effective Date,
the Interest Rate Adjustment Date shall be _______________, or the next
succeeding Business Day if such date is not a Business Day.

                3.      For Auction Periods occurring after the Auction Period
commencing on the Effective Date, the Interest Rate Adjustment Date shall be
[_______________(date) and every ______________(number) ______________(day of
week) thereafter] [every ______________(number) ______________(day of week)
after the date set forth in paragraph 2 above], or the next Business Day if any
such day is not a Business Day; provided, however, that the length of subsequent
Auction Periods shall be subject to further change hereafter as provided in the
Indenture.

                4.      The changes described in paragraphs 2 and 3 above shall
take place only upon delivery of this Notice and the satisfaction of other
conditions set forth in the Indenture and our prior notice dated _______________
regarding the proposed change.

                5.      Terms not defined in this Notice shall have the meanings
set forth in the Indenture relating to the Series __ Notes.

                                              EDUCATION FUNDING CAPITAL TRUST-II

Dated:                                        By:
       -------------------------                 -------------------------------

<PAGE>

                                    EXHIBIT H

                        NOTICE OF CHANGE IN AUCTION DATE

                       EDUCATION FUNDING CAPITAL TRUST-II
                           EDUCATION LOAN BACKED NOTES
                                    SERIES __

                Notice is hereby given by __________, as Broker-Dealer for the
Auction Rate Notes identified above, that with respect to the Auction Rate
Notes, the Auction Date is hereby changed as follows:

                1.      With respect to Series __ Notes, the definition of
"Auction Date" shall be deemed amended by substituting "_______________(number)
Business Day" in the second line thereof and by substituting
"_______________(number) Business Days" for "two Business Days" in subsection
(d) thereof.

                2.      This change shall take effect on _______________ which
shall be the Auction Date for the Auction Period commencing on _______________.

                3.      The Auction Date for the Series __ Notes shall be
subject to further change hereafter as provided in the Indenture.

                4.      Terms not defined in this Notice shall have the meaning
set forth in the Indenture relating to the Series __ Notes.

                                                 __________, as Broker-Dealer

Dated:                                           By:
      --------------------------                    ----------------------------