EXHIBIT 4.2.7



                               LOAN SALE AGREEMENT


                                      among


        ASSET BACKED SECURITIES CORPORATION STUDENT LOAN TRUST [______],
                                   as Issuer,

                               [_______________],
                                   as Seller,


               [________________________________], AS TRUSTEE FOR
                             [__________________________],



                                       and



                        [______________________________],
                    not in its individual capacity but solely
                           as Eligible Lender Trustee


                          Dated as of [_______________]


<PAGE>


          LOAN SALE AGREEMENT dated as of [_______________], among ASSET BACKED
SECURITIES CORPORATION STUDENT LOAN TRUST [______], a Delaware trust (the
"ISSUER"), [_______________], as seller (the "SELLER"), [_______________], AS
TRUSTEE FOR [_______________], and [______________________], a national banking
association, solely as eligible lender trustee and not in its individual
capacity (the "ELIGIBLE LENDER TRUSTEE").

          WHEREAS the Issuer desires to purchase from the Seller a portfolio of
federally reinsured student loans purchased in the ordinary course of business
by the Seller; and

          WHEREAS in order to comply with the requirements of the Higher
Education Act, legal title to the Seller's student loan portfolio is vested in
[_______________], as trustee on behalf of the Seller as the sole beneficiary;
and

          WHEREAS the Seller is willing to sell such student loans to the
Eligible Lender Trustee on behalf of the Issuer; and

          WHEREAS the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such student loans on
behalf of the Issuer.


          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND USAGE

          Capitalized terms used but not defined herein are defined in Appendix
A to the Administration Agreement, dated as of [_______________], among the
Issuer, the Seller, as Administrator, and [_______________], as Indenture
Trustee, which also contains rules as to usage and construction that shall be
applicable herein.

                                   ARTICLE II

                      CONVEYANCE OF FINANCED STUDENT LOANS

          SECTION 2.01. CONVEYANCE OF INITIAL FINANCED STUDENT LOANS. (a) In
consideration of the Issuer's delivery to or upon the order of the Seller on the
Closing Date of the net proceeds from the sale of the Notes and the other
amounts to be distributed from time to time to the Seller in accordance with the
terms of this Agreement, the Seller (and, with respect to legal title to the
Financed Student Loans, [_______________] as trustee on behalf of the Seller)
does hereby, as evidenced by a duly executed Bill of Sale in the form of Exhibit
A hereto, sell, assign, and otherwise convey to the Issuer and, with respect to
legal title to the Initial Financed Student Loans, to the Eligible Lender
Trustee on behalf of the Issuer) without recourse except as may be provided
herein, (i) all right, title and interest in and to the Initial Financed Student
Loans, and all obligations of the Obligors thereunder, together with all
documents, the related Student Loan Files and all rights and privileges relating
thereto, (ii) all payments on or collections received thereunder on and after
the Cutoff Date net of interest accrued thereunder prior to the Cutoff Date that
is not to be capitalized, including without limitation, Liquidation Proceeds and
Recoveries; (iii) all of its right, title and interest in all funds on deposit
from time to time in the Trust Accounts, including the Reserve Account Initial
Deposit and the Prefunding Account Closing Date Deposit, and in all investments
and proceeds thereof (including all income thereon); and (iv) all proceeds of
any and all of the foregoing.

               (b) In connection with the sale and assignment of Financed
Student Loans to the Eligible Lender Trustee on behalf of the Trust, on the
Closing Date, the Seller shall deposit the Reserve Account Initial Deposit into
the Reserve Account, the Prefunding Account Closing Date Deposit into the
Prefunding Account and the Collection Account Closing Date Deposit into the
Collection Account.

               (c) On the Closing Date, the Seller will deposit, or cause to be
deposited, into the Collection Account all amounts or collections received under
the Initial Financed Student Loans on and after the Cutoff Date net of interest
accrued thereunder prior to the Cutoff Date that is not to be capitalized.

          SECTION 2.02. CONVEYANCE OF PREFUNDED LOANS, NEW LOANS AND SERIAL
LOANS TO THE ELIGIBLE LENDER TRUSTEE ON BEHALF OF THE TRUST. (a) Subject to the
conditions set forth in paragraph (d) below, in consideration of the Issuer's
delivery on the related Transfer Date to or upon the order of the Seller of the
Loan Purchase Amount for each such Prefunded Loan, New Loan or Serial Loan to be
delivered to the Seller, the Seller does hereby sell, transfer, assign, set over
and otherwise convey to the Issuer and with respect to legal title the Prefunded
Loans, New Loans and Serial Loans, to the Eligible Lender Trustee on behalf of
the Issuer, without recourse except as may be provided herein, (i) all right,
title and interest of the Seller in and to each Prefunded Loan, New Loan and
Serial Loan and all obligations of the Obligors thereunder, together with all
documents, the related Student Loan Files and all rights and privileges relating
thereto, (ii) all payments on or collections received thereunder on and after
the related Subsequent Cutoff Date and (iii) all proceeds of any and all of the
foregoing.

               (b)  (i)  Reserved.

                    (ii) During the Revolving Period, upon the tender of
Prefunded Loans, New Loans or Serial Loans by the Seller on the related Transfer
Date and the satisfaction of the conditions set forth in subsection (d) of this
Section 2.02, the Eligible Lender Trustee will so inform the Administrator and
the Indenture Trustee, and the Loan Purchase Amounts for such Prefunded Loans,
New Loans or Serial Loans will be withdrawn from the Prefunding Account, or the
Collateral Reinvestment Account, subject to the provisions of Section 2(f) and
Section 2(k) of the Administration Agreement, and will be remitted to or upon
the order of the Seller. The Seller covenants to transfer during the Revolving
Period to the Eligible Lender Trustee on behalf of the Issuer pursuant to
paragraph (a) above Prefunded Loans, New Loans or Serial Loans with an aggregate
principal balance which when added to the principal balance of Consolidation
Loans the Seller expects the Issuer to originate to be substantially equal to
the sum of the Prefunding Account Closing Date Deposit and the amount the Seller
expects to be deposited in the Collateral Reinvestment Account; PROVIDED,
HOWEVER, that the Seller shall have no liability for a breach of the foregoing
covenant as a result of the Seller not having originated or acquired, or having
caused to be originated or acquired, during the Revolving Period New Loans or
Serial Loans equal to the amount specified above. Such transfers shall be made
at such times during the Revolving Period as the Seller may determine in its
discretion, subject to the requirement that the Seller shall make such transfers
at least as frequently as is necessary to avoid the occurrence of an Early
Amortization Event.

               (c) After the Revolving Period, upon the tender of Serial Loans
by the Seller on the related Transfer Date and the satisfaction of the
conditions set forth in subsection (d) of this Section 2.02, the Eligible Lender
Trustee will so inform the Administrator and the Indenture Trustee, and that
component of the Loan Purchase Amount for such Serial Loans represented by the
Purchase Collateral Balance thereof will be withdrawn from amounts on deposit in
the Collection Account, as provided in Section 2(d)of the Administration
Agreement, and will be remitted, as provided therein to or upon the order of the
Seller or, alternatively, at the sole discretion of the Seller, the Seller may
determine that the Purchase Collateral Balance due on the related Transfer Date
for any Serial Loans then to be transferred shall be paid by the Issuer's
exchanging with the Seller one or more Exchanged Student Loans held by the
Issuer for such Serial Loans; PROVIDED, HOWEVER, that the component of the Loan
Purchase Amount represented by the Purchase Premium Amounts shall not be payable
with respect to Exchanged Serial Loans and, with respect to purchased Serial
Loans, shall be payable on a deferred basis pursuant to the final sentence of
this paragraph; provided that the principal balance of Exchanged Serial loans
shall not exceed 10% of the Pool Balance on the Closing Date. In the event
Exchanged Student Loans are to be so used (i) the decision by the Issuer as to
which of those Financed Student Loans then held by the Issuer that meet the
criteria for Exchanged Student Loans are to be selected for such exchange shall
be subject to the sole discretion of the Eligible Lender Trustee; PROVIDED,
HOWEVER, that the Eligible Lender Trustee shall not select for such purpose any
Financed Student Loan that has the same Borrower as any other Financed Student
Loan unless all of the Financed Student Loans of such Borrower are to be
exchanged; (ii) with respect to any Serial Loan to be delivered on a Transfer
Date, only a Financed Student Loan that is an Exchanged Student Loan with
respect to such Serial Loan shall be counted toward the Purchase Collateral
Balance for such Serial Loan; and (iii) in the event that, with respect to any
Purchase Collateral Balance due on the related Transfer Date, the aggregate
principal balance (plus accrued borrower interest thereon if and to the extent
that such interest is not then payable and will, pursuant to the term of such
loan, be capitalized and added to the principal balance of such loan), as of the
related Subsequent Cutoff Date, of the Exchanged Student Loan or Loans being
remitted on such Transfer Date in satisfaction of such Purchase Collateral
Balance is less than such amount due, the Issuer shall remit funds to cover such
difference from amounts on deposit in the Collection Account as provided in
Section 2(d) of the Administration Agreement. Any Purchase Premium Amounts for
Serial Loans conveyed to the Trust after the Revolving Period will be payable on
Quarterly Payment Dates out of Reserve Account Excess pursuant to Section 2(e)
of the Administration Agreement and such Purchase Premium Amounts will accrue no
interest or yield but will be paid on each Quarterly Payment Date to the extent
such excess is available in the aggregate amount of such premiums incurred but
unpaid up to the end of the related Collection Period; PROVIDED, HOWEVER, that
no Purchase Premium Amounts shall be payable on Exchanged Serial Loans.

               (d) The Seller (and with respect to legal title to the Prefunded
Loans, New Loans and Serial Loans, [_______________] as trustee on behalf of the
Seller) shall transfer to the Issuer the Prefunded Loans, New Loans and Serial
Loans for a given Transfer Date and the other property and rights related
thereto described in paragraph (a) above only upon the satisfaction of each of
the following conditions on or prior to such Transfer Date:

                    (i) the Seller (and with respect to legal title to the
          Prefunded Loans, New Loans and Serial Loans, [_______________] as
          trustee on behalf of the Seller) shall have delivered to the Eligible
          Lender Trustee and the Indenture Trustee a duly executed transfer
          agreement (including executed signature pages by the other parties
          thereto) in substantially the form of Exhibit B hereto (each, a
          "TRANSFER AGREEMENT"), which shall include supplements to Schedule A
          hereto, listing such Prefunded Loans, New Loans and Serial Loans;

                    (ii) the Seller shall have delivered, at least two days
          prior to such Transfer Date, notice of such transfer to the Eligible
          Lender Trustee, the Indenture Trustee and the Rating Agencies,
          including a listing of the designation and the aggregate principal
          balance of such Prefunded Loans, New Loans and Serial Loans;

                    (iii) the Seller shall have deposited in the Collection
          Account all amounts on or collections received in respect of the
          Prefunded Loans, New Loans and Serial Loans on and after each
          applicable Subsequent Cutoff Date;

                    (iv) as of the Transfer Date, the Seller was not insolvent
          nor will it have been made insolvent by such transfer nor is it aware
          of any pending insolvency;

                    (v) such addition will not result in a material adverse
          federal or state tax consequence to the Issuer or the Noteholders;

                    (vi) the Seller shall have delivered to the Indenture
          Trustee and the Eligible Lender Trustee an Officers' Certificate
          confirming the satisfaction of each condition precedent specified in
          this paragraph (d);

                    (vii) the Seller shall have delivered on each [ ] and [ ],
          commencing [____] (A) to the Rating Agencies an Opinion of Counsel
          with respect to the transfer of the Prefunded Loans, New Loans and
          Serial Loans transferred to the Issuer since the later of the Closing
          Date or the prior [ ] or [ ] substantially in the form of the Opinion
          of Counsel delivered to the Rating Agencies on the Closing Date, and
          (B) to the Eligible Lender Trustee and the Indenture Trustee the
          Opinion of Counsel as required by Section 6.02(f)(1) hereof; PROVIDED,
          HOWEVER, that, notwithstanding the foregoing, no opinion shall be
          required under subclause (B) and, if the Revolving Period has
          terminated, no opinion shall be required under subclause (A), unless
          the Seller, the Eligible Lender Trustee or the Indenture Trustee
          determines that, with regard to the most recent opinion on the matters
          described in either such subclause that was delivered with respect to
          the Financed Student Loans (whether on the Closing Date or thereafter
          under this subsection or under another provision of the Basic
          Documents), the conclusion of, or the reasoning underlying, such
          opinion is no longer correct in all material respects due to a change
          in law or regulations or the ruling of a court, an administrative
          tribunal or a regulatory or other governmental authority; upon making
          any such determination, whichever of the Seller, the Eligible Lender
          Trustee and the Indenture Trustee makes such determination shall
          notify the others and the Rating Agencies; and PROVIDED, FURTHER, that
          neither the Eligible Lender Trustee nor the Indenture Trustee shall
          have any obligation to monitor changes in laws or regulations or the
          rulings of courts or other governmental agencies for the purpose of
          making any determination described in the preceding proviso;

                    (viii) with respect to any New Loan which is guaranteed by
          an Additional Guarantor, such Additional Guarantor shall have entered
          into a Guarantee Agreement with the Eligible Lender Trustee which
          guarantees such New Loan in substantially the form of the Guarantee
          Agreements between the Initial Guarantors and the Eligible Lender
          Trustee;

                    (ix) the Seller shall have taken any action required to
          maintain the first perfected ownership interest of the Issuer in the
          Trust Estate and the first perfected security interest of the
          Indenture Trustee in the Collateral;

                    (x) no selection procedures believed by the Seller to be
          adverse to the interests of the Noteholders shall have been utilized
          in selecting the New Loans or the Serial Loans or in selecting
          Exchanged Student Loans or the Exchanged Serial Loans;

                    (xi) no Default or Event of Default shall have occurred
          under the Indenture, no Servicer Default shall have occurred under the
          Servicing Agreement and no Administrator Default shall have occurred
          under the Administration Agreement; and

                    (xii) for each Transfer Date occurring after the Revolving
          Period, after giving effect to the conveyance of Serial Loans on such
          Transfer Date, the amount of funds remitted for the purchase of Serial
          Loans on such Transfer Date, and on each Transfer Date since the
          preceding Quarterly Payment Date, shall not exceed the Net Principal
          Cash Flow Amount for such Transfer Date minus the sum of (i) all
          amounts paid to prepay any Add-on Consolidation Loan not held by the
          Issuer since the last Quarterly Payment Date pursuant to Section
          2(d)(iii)(A) of the Administration Agreement and (ii) all amounts
          which the Administrator reasonably estimates will be required to
          prepay Add-on Consolidation Loans pursuant to Section 2(d)(iii)(A) of
          the Administration Agreement during the remainder of the Collection
          Period;

PROVIDED, HOWEVER, that the Seller shall not incur any liability as a result of
transferring Serial Loans on any Transfer Date at a time when the condition set
forth in clause (v) was not satisfied, if at the time of such transfer the
Authorized Officers of the Seller, after reasonable inquiry of counsel to the
Seller, were not aware of any fact that would reasonably suggest that such
condition would not be satisfied as of such date.

          SECTION 2.03. TREATMENT AS A SECURITY AGREEMENT The parties intend
that the conveyance of the Seller's (and, with respect to legal title to the
loans, [_______________]) right, title and interest in and to the Initial
Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New
Loans and Serial Loans pursuant to a related Transfer Agreement shall constitute
a valid purchase and sale and not a loan. If such conveyance is deemed to be a
loan and not a sale, then the parties also intend and agree that the Seller
(and, with respect to legal title to loans, [_______________]) shall be deemed
to have granted, and in such event do hereby grant to the Issuer, a first
priority security interest in all of the Seller's and [_______________] right,
title and interest in, to and under the Initial Financed Student Loans and any
Prefunded Loans, New Loans or Serial Loans and the other items specified in
Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial
Financed Student Loans) and any applicable Transfer Agreement (with respect to
the Prefunded Loans, New Loans or Serial Loans conveyed thereby) shall each
constitute a security agreement under applicable law with respect to such loans.
If such conveyance is deemed to be a loan and not a sale, the Issuer may, to
secure the Issuer's own borrowings under the Indenture, repledge all or any
portion of such loans and the other items specified in Sections 2.01 and 2.02
hereof pledged to the Issuer and not released from the security interest of this
Agreement at the time of such pledge. Such a repledge may be made by the Issuer
with or without a repledge by the Issuer of its rights under this Agreement, and
without further notice to or acknowledgment from the Seller or
[_______________]. Each of the Seller and [_______________] waives, to the
extent permitted by applicable law, all claims, causes of action and remedies
whether legal or equitable (including any rights of set-off) against the Issuer
or any assignee of the Issuer relating to such action by the Issuer in
connection with the transactions contemplated by this Agreement, each Transfer
Agreement and the other Basic Documents.

          SECTION 2.04. ENDORSEMENT. The Seller (and, with respect to legal
title to the Financed Student Loans, [_______________] as trustee on behalf of
the Seller) hereby appoint each of the Eligible Lender Trustee and the Indenture
Trustee as the Seller's (and [_______________]) true and lawful attorney-in-fact
with full power of substitution to endorse the Seller's (and [_______________])
name on any promissory note evidencing the Initial Financed Student Loans and
any Prefunded Loans, New Loans or Serial Loans transferred to the Eligible
Lender Trustee on behalf of the Trust pursuant to Sections 2.01 and 2.02. The
Seller (and, with respect to legal title to the Financed Student Loans,
[_______________] as trustee on behalf of the Seller) acknowledge and agree that
this power of attorney shall be construed as a power coupled with an interest,
shall be irrevocable as long as the Trust Agreement remains in effect and shall
continue in effect until the Trust Agreement terminates.


                                   ARTICLE III

                           THE FINANCED STUDENT LOANS

          SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO
THE FINANCED STUDENT LOANS. The Seller represents and warrants with respect to
the Financed Student Loans as set forth in Exhibit C hereto. Such
representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date, in the case of the Initial Financed
Student Loans, as of the applicable Transfer Date, in the case of the Prefunded
Loans, New Loans and Serial Loans, as of the date of the relevant Assignment in
the case of any Qualified Substitute Student Loan, as of the date of origination
in the case of any Consolidation Loan added to the Trust during the Revolving
Period and as of the applicable Add-on Consolidation Loan Funding Date, in the
case of any Consolidation Loan the principal balance of which is increased by
the principal balance of any related Add-on Consolidation Loan, but shall
survive the sale, transfer and assignment of the Financed Student Loans to the
Eligible Lender Trustee on behalf of the Issuer (and both the origination of
such Consolidation Loans and the addition of the principal balance of any Add-on
Consolidation Loan) and the pledge thereof to the Indenture Trustee pursuant to
the Indenture.

          SECTION 3.02. PURCHASE; REPURCHASE; REIMBURSEMENT. (a) Upon discovery
by the Seller, [_______________], the Servicer, the Eligible Lender Trustee or
the Indenture Trustee of any breach of the Seller's representations and
warranties or other restrictions made by the Seller pursuant to Section 3.01 or
Section 4.01, the party discovering the breach shall give prompt written notice
to the others. Unless any such breach shall have been cured within sixty (60)
days after the Seller becomes aware or receives written notice (whichever is
earlier) of such breach, the Seller shall be obligated to either (i) repurchase
any Financed Student Loan in which the interests of the Noteholders are
materially and adversely affected by any such breach any day during the first
Monthly Collection Period succeeding the end of such 60-day period or (ii)
substitute a Qualified Substitute Student Loan in the manner specified in this
Section; PROVIDED, HOWEVER, that it is understood that any such breach that does
not affect the Guarantor's obligation to guarantee payment of such Financed
Student Loan to the Eligible Lender Trustee will not be considered to have a
material adverse effect for this purpose and it is further understood that any
dispute as to whether the Guarantor's obligation has been so affected will be
resolved by the decision of the Indenture Trustee for so long as Notes are
Outstanding and thereafter by the Eligible Lender Trustee. In addition, if any
such breach by the Seller does not trigger such a repurchase obligation but does
result in the refusal by the Guarantor to guarantee all or a portion of the
accrued interest, or the loss (including any obligation of the Issuer to repay
the Department) of certain Interest Subsidy Payments and Special Allowance
Payments, then, unless such breach, if curable, is cured within sixty (60) days,
the Seller shall reimburse the Issuer by remitting an amount equal to all such
non-guaranteed interest amounts and such forfeited Interest Payments and Special
Allowance Payments in the manner specified in Section 3.03. Subject to the
provisions of Section 4.03, the sole remedy of the Issuer, the Eligible Lender
Trustee, the Indenture Trustee or the Noteholders with respect to a breach of
representations and warranties pursuant to Section 3.01, and the agreement
contained in this Section, shall be to require the Seller to repurchase or
substitute for Financed Student Loans or to reimburse the Issuer as provided
above pursuant to this Section, subject to the conditions contained herein.

          (b) The Seller may, at its option, cause a Financed Student Loan to be
purchased or repurchased by a Person not affiliated with the Seller as of the
last day of a Monthly Collection Period if there is a dispute with the related
Borrower during such Monthly Collection Period which in the Servicer's
reasonable judgment would call into question whether such Financed Student Loan
will be repaid by the Borrower; PROVIDED, HOWEVER, that the aggregate principal
balance of the Financed Student Loans purchased pursuant to this subsection (b)
shall not exceed, in aggregate, 1% of the Initial Pool Balance.

          (c) In consideration of and simultaneously with the purchase or
repurchase of a Financed Student Loan, the Seller shall remit the Purchase
Amount therefor, in the manner specified in Section 3.03, and the Issuer shall
execute such assignments and other documents reasonably requested by the Seller
in order to effect such transfer. Upon any such transfer of a Financed Student
Loan, legal title to, and beneficial ownership and control of, the related
Student Loan File will thereafter belong to the Seller or in the case of legal
title thereto an eligible lender under the Higher Education Act designated by
the Seller.

          With respect to any Qualified Substitute Student Loan or Loans, the
Seller shall deliver to the Eligible Lender Trustee for the benefit of the
Indenture Trustee such documents and agreements together with a duly executed
Assignment in the form of Exhibit F hereto. Payments due with respect to
Qualified Substitute Student Loans shall be part of the Trust Estate on and
after the date of such Assignment. Upon such substitution, the Qualified
Substitute Student Loan or Loans shall be subject to the terms of this Agreement
in all respects, and the Seller shall be deemed to have made with respect to
such Qualified Substitute Student Loan or Loans, as of the date of substitution,
the representations and warranties made pursuant to Section 3.01 with respect to
any such Student Loan. In addition, any such substitution shall occur only upon
satisfaction of each of the following conditions on or prior to the date of the
related Assignment:

                    (i) the Seller shall have deposited in the Collection
          Account all collections in respect of the Qualified Substitute Student
          Loans on and after each applicable date of Assignment;

                    (ii) as of the date of the related Assignment, the Seller
          shall not have been insolvent nor will it have been made insolvent by
          such transfer nor is it aware of any pending insolvency;

                    (iii) such addition will not result in a material adverse
          Federal or State tax consequence to the Issuer or the Noteholders;

                    (iv) the Seller shall have delivered (A) to the Rating
          Agencies, an Opinion of Counsel with respect to each transfer of
          Qualified Substitute Student Loans, substantially in the form of the
          Opinion of Counsel delivered to the Rating Agencies on the Closing
          Date, and (B) to the Eligible Lender Trustee and the Indenture
          Trustee, the Opinion of Counsel required by Section 6.02(f)(1) hereof;
          PROVIDED, HOWEVER, that no opinion shall be required under either
          subclause (A) or (B) unless the Seller, the Eligible Lender Trustee or
          the Indenture Trustee determines that, with regard to the most recent
          opinion on the matters described in either such subclause that was
          delivered with respect to the Financed Student Loans (whether on the
          Closing Date or thereafter under this subsection or under another
          provision of the Basic Documents), the conclusion of, or the reasoning
          underlying, such opinion is no longer correct in all material respects
          due to a change in law or regulations or the ruling of a court, an
          administrative tribunal or a regulatory or other governmental
          authority; upon making any such determination, whichever of the
          Seller, the Eligible Lender Trustee and the Indenture Trustee makes
          such determination shall notify the others and the Rating Agencies;
          and PROVIDED, FURTHER, that neither the Eligible Lender Trustee nor
          the Indenture Trustee shall have any obligation to monitor changes in
          laws or regulations or the rulings of courts or other governmental
          agencies for the purpose of making any determination described in this
          clause (iv);

                    (v) the Seller shall have taken any action required to
          maintain the first perfected ownership interest of the Issuer in the
          Trust Estate and the first perfected security interest of the
          Indenture Trustee in the Collateral;

                    (vi) no selection procedures believed by the Seller to be
          adverse to the interests of the Noteholders shall have been utilized
          in selecting the Qualified Substitute Student Loans; and

                    (vii) no Default or Event of Default shall have occurred
          under the Indenture, no Servicer Default shall have occurred under the
          Servicing Agreement and no Administrator Default shall have occurred
          under the Administration Agreement.

          Upon any such substitution and the deposit to the Collection Account
of the amount required to be deposited therein in connection with such
substitution as described in the following paragraph, the Eligible Lender
Trustee shall release any documentation held with respect to the Financed
Student Loan being substituted for (the "DELETED STUDENT LOAN") to the Seller
and shall execute and deliver at the Seller's direction such instruments of
transfer or assignment prepared by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller, or (in the case of legal title thereto
an eligible lender under the Higher Education Act designated by the Seller), the
Eligible Lender Trustee's interest in any Deleted Student Loan substituted for
pursuant to this Section 3.02.

          For any month in which the Seller substitutes one or more Qualified
Substitute Student Loans for one or more Deleted Student Loans, the Servicer
will determine the amount (if any) by which as of the date of the relevant
Assignment the aggregate principal balance of all such Qualified Substitute
Student Loans is less than the aggregate principal balance of all such Deleted
Student Loans. The amount of such shortage (the "SUBSTITUTION ADJUSTMENT
AMOUNT") shall be deposited in the Collection Account by the Seller on or before
the date of the relevant Assignment.

                  SECTION 3.03. REPURCHASE DEPOSITS. The Seller shall deposit or
cause to be deposited in the Collection Account the aggregate Purchase Amount
with respect to Purchased Student Loans and all other amounts to be paid by the
Seller under Section 3.02 and Section 5.01 when such amounts are due.


                                   ARTICLE IV

                                   THE SELLER

          SECTION 4.01. REPRESENTATIONS OF SELLER AND [_______________]. The
Seller represents as set forth in Exhibit D hereto and [_______________]
represents as set forth in Exhibit E hereto. Such representations speak as of
the execution and delivery of this Agreement and as of the Closing Date in the
case of the Initial Financed Student Loans, as of the applicable Transfer Date
in the case of the Prefunded Loans, New Loans and the Serial Loans, as of the
date of the relevant Assignment in the case of any Qualified Substitute Student
Loan, and, in the case of the Seller, as of the date of origination in the case
of any Consolidation Loan added to the Trust during the Revolving Period and as
of the applicable Add-on Consolidation Loan Funding Date, in the case of a
Consolidation Loan the principal balance of which is increased by the principal
balance of any related Add-on Consolidation Loan, but shall survive the sale,
transfer and assignment of the Financed Student Loans to the Eligible Lender
Trustee on behalf of the Issuer (and both the origination of such Consolidation
Loans and the addition of the principal balance of any Add-on Consolidation
Loan) and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

          SECTION 4.02. EXISTENCE. During the term of this Agreement, the Seller
will keep in full force and effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the other Basic Documents and each other
instrument or agreement necessary or appropriate to the proper administration of
this Agreement and the transactions contemplated hereby. In addition, all
transactions between the Seller and its Affiliates will be conducted on an
arm's-length basis. For so long, during the term of this Agreement, as the
Seller shall not be an eligible lender under the Higher Education Act with
respect to federal Student Loans, the Seller agrees to keep in full force and
effect an agreement with [_______________] or another eligible lender under the
Higher Education Act providing for such eligible lender meeting the requirements
set forth in the following sentence to hold title to the Seller's Student Loans
in trust for and on behalf of the Seller. The Seller shall not convey any
Prefunded Loans, New Loan, Serial Loan or Qualified Substitute Student Loan if
the eligible lender holding legal title to such loan is other than
[_______________] unless, prior to such conveyance, such other eligible lender
shall agree in writing to be bound, in the conveyance of each such loan for
which it acts as eligible lender, by the provisions of this Agreement that are
applicable to [_______________], to the same extent as if it were named
separately from [_______________] in each of such provisions.

          SECTION 4.03. LIABILITY OF SELLER; INDEMNITIES. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.

                    (a) The Seller shall indemnify, defend and hold harmless the
          Issuer, the Eligible Lender Trustee and the Indenture Trustee and
          their officers, directors, employees and agents from and against any
          taxes that may at any time be asserted against any such Person with
          respect to the transactions contemplated herein and in the other Basic
          Documents (except any such income taxes arising out of fees paid to
          the Eligible Lender Trustee or the Indenture Trustee), including any
          sales, gross receipts, general corporation, tangible personal
          property, privilege or license taxes (but, in the case of the Issuer,
          not including taxes in connection with the issuance and original sale
          of the Notes or asserted with respect to ownership of the Financed
          Student Loans or federal or other income taxes arising out of payments
          on the Notes) and costs and expenses in defending against the same.

                    (b) The Seller shall indemnify, defend and hold harmless the
          Issuer, the Eligible Lender Trustee, the Indenture Trustee and the
          Noteholders and the officers, directors, employees and agents of the
          Issuer, the Eligible Lender Trustee and the Indenture Trustee from and
          against any and all costs, expenses, losses, claims, damages and
          liabilities arising out of, or imposed upon such Person through, (i)
          the Seller's willful misfeasance, bad faith or negligence in the
          performance of its duties under this Agreement, or by reason of
          reckless disregard of its obligations and duties under this Agreement
          and (ii) the Seller's or the Issuer's violation of Federal or state
          securities laws in connection with the offering and sale of the Notes.

                    (c) The Seller shall be liable as primary obligor for, and
          shall indemnify, defend and hold harmless the Eligible Lender Trustee
          and its officers, directors, employees and agents from and against,
          all costs, expenses, losses, claims, damages, obligations and
          liabilities arising out of, incurred in connection with or relating to
          the Trust Agreement, the other Basic Documents, the Trust Estate, the
          acceptance or performance of the trusts and duties set forth herein
          and in the Trust Agreement or the action or the inaction of the
          Eligible Lender Trustee hereunder and under the Trust Agreement,
          except to the extent that such cost, expense, loss, claim damage,
          obligation or liability: (i) shall be due to the willful misfeasance,
          bad faith or negligence (except for errors in judgment) of the
          Eligible Lender Trustee , (ii) shall arise from any breach by the
          Eligible Lender Trustee of its covenants under any of the Basic
          Documents; or (iii) shall arise from the breach by the Eligible Lender
          Trustee of any of its representations or warranties set forth in
          Section 7.03 of the Trust Agreement. In the event of any claim, action
          or proceeding for which indemnity will be sought pursuant to this
          paragraph, the Eligible Lender Trustee's choice of legal counsel shall
          be subject to the approval of the Seller, which approval shall not be
          unreasonably withheld.

                    (d) The Seller shall pay any and all taxes levied or
          assessed upon all or any part of the Trust Estate (other than those
          taxes expressly excluded from the Seller's responsibilities pursuant
          to the parentheticals in paragraph (a) above).

          Indemnification under this Section shall survive the resignation or
removal of the Eligible Lender Trustee or the Indenture Trustee and the
termination of this Agreement or the Indenture or the Trust Agreement, as
applicable, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.

          SECTION 4.04. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SELLER OR [_______________]. Any person (a) into which the
Seller or [_______________] may be merged or consolidated, (b) which may result
from any merger or consolidation to which the Seller or [_______________] shall
be a party or (c) which may succeed to the properties and assets of the Seller
or [_______________] substantially as a whole, shall be the successor to the
Seller or [_______________], respectively, without the execution or filing of
any document or any further act by any of the parties to this Agreement;
PROVIDED, HOWEVER, that the Seller hereby covenants that it will not consummate
any of the foregoing transactions except upon satisfaction of the following: (i)
the surviving Seller, if other than [_____________], executes an agreement of
assumption to perform every obligation of the Seller under this Agreement, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.01 or 4.01 shall have been breached and no
Servicer Default, Event of Default or Administrator Default and no event that,
after notice or lapse of time, or both, would become a Servicer Default, Event
of Default or Administrative Default shall have occurred and be continuing,
(iii) the Seller shall have delivered to the Eligible Lender Trustee and the
Indenture Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, and that the Rating Agency Condition shall have been satisfied with
respect to such transaction, (iv) the surviving Seller shall have a consolidated
net worth at least equal to that of the predecessor Seller, (v) such transaction
will not result in a material adverse federal or state tax consequence to the
Issuer or the Noteholders and (vi) unless [______________________] is the
surviving entity, the Seller shall have delivered to the Eligible Lender Trustee
and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Eligible Lender Trustee and Indenture
Trustee, respectively, in the Financed Student Loans and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests; and PROVIDED,
FURTHER, that [_______________] hereby covenants that, unless [_______________]
is the surviving entity, it will not consummate any of the foregoing
transactions unless [_______________] shall have delivered to the Eligible
Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Eligible Lender
Trustee and Indenture Trustee, respectively, in the Financed Student Loans and
reciting the details of such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interests.

          SECTION 4.05. LIMITATION ON LIABILITIES OF SELLER, [_______________]
AND OTHERS. The Seller, [_______________] and any director or officer or
employee or agent of the Seller or [_______________] may rely in good faith on
the advice of counsel or on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder
(PROVIDED, HOWEVER, that such reliance shall not limit in any way the Seller's
obligations under Section 3.02). Neither the Seller nor [_______________] shall
be under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its respective obligations under this Agreement, and
that in its opinion may involve it in any expense or liability.

          SECTION 4.06. SELLER AND [_______________] MAY OWN NOTES. The Seller,
[_______________] and any Affiliate of either may in its individual or any other
capacity become the owner or pledgee of Notes with the same rights as it would
have if it were not the Seller or [_______________], as the case may be or an
Affiliate of either, except as expressly provided herein or in any other Basic
Document.


                                    ARTICLE V

                                   TERMINATION

          SECTION 5.01. TERMINATION. (a) OPTIONAL PURCHASE OF ALL FINANCED
STUDENT LOANS. As of the last day of any Collection Period immediately preceding
a Quarterly Payment Date as of which the then outstanding Pool Balance is 15% or
less of the initial aggregate principal balance of the Notes, the Company or its
designee shall have the option to purchase the Trust Estate, other than the
Trust Accounts. To exercise such option, the Company or its designee shall
deposit in the Collection Account an amount equal to the Minimum Purchase Price;
PROVIDED, HOWEVER, that the Company or its designee may not effect such purchase
if the aggregate Purchase Amount to be so deposited in the Collection Account
does not equal or exceed an amount equal to the Minimum Purchase Price.


                                   ARTICLE VI

                                  MISCELLANEOUS

          SECTION 6.01. AMENDMENT. This Agreement may be amended by the Seller,
[_______________] and the Eligible Lender Trustee, with the consent of the
Indenture Trustee, but without the consent of any of the Noteholders, to cure
any ambiguity, to correct or supplement any provisions in this Agreement or for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions in this Agreement or of modifying in any manner the rights
of the Noteholders; PROVIDED, HOWEVER, that such action shall not, as evidenced
by an Opinion of Counsel delivered to the Eligible Lender Trustee and the
Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder.

          This Agreement may also be amended from time to time by the Seller and
the Eligible Lender Trustee, with the consent of [_______________], the
Indenture Trustee and the Noteholders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders;
PROVIDED, HOWEVER, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments with respect to Financed Student Loans or distributions that shall be
required to be made for the benefit of the Noteholders or any Swap
Counterparties or (b) reduce the aforesaid percentage of the Outstanding Amount
of the Notes, the Noteholders of which are required to consent to any such
amendment, without the consent of all outstanding Noteholders and any Swap
Counterparties.

          Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Eligible
Lender Trustee shall furnish written notification of the substance of such
amendment or consent to [_______________], the Seller, the Administrator, each
Noteholder, the Indenture Trustee, the Servicer and each of the Rating Agencies.

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

          Prior to the execution of any amendment to this Agreement, the
Eligible Lender Trustee and the Indenture Trustee shall receive upon request and
rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and the Opinion of Counsel referred to
in Section 6.02(f). The Eligible Lender Trustee and the Indenture Trustee may,
but shall not be obligated to, enter into any such amendment which affects the
Eligible Lender Trustee's or the Indenture Trustee's, as applicable, own rights,
duties or immunities under this Agreement or otherwise.

          SECTION 6.02. PROTECTION OF INTERESTS IN TRUST. (a) Each of the Seller
and [_______________] shall execute and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain, and protect
the interest of the Issuer, the Eligible Lender Trustee and the Indenture
Trustee in the Financed Student Loans and in the proceeds thereof. Each of the
Seller and [_______________] shall deliver (or cause to be delivered) to the
Eligible Lender Trustee and the Indenture Trustee file-stamped copies of, or
filing receipts for, any document filed as provided above, as soon as available
following such filing.

               (b) Neither the Seller nor [_______________] shall change its
name, identity or corporate structure in any manner that would, could, or might
make any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of
the UCC, unless it shall have given the Eligible Lender Trustee and the
Indenture Trustee at least five (5) days' prior written notice thereof and shall
have promptly filed appropriate amendments to all previously filed financing
statements or continuation statements.

               (c) Each of the Seller and [_______________] shall have an
obligation to give the Eligible Lender Trustee, the Indenture Trustee and the
Rating Agencies at least sixty (60) days prior written notice of any relocation
of its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new financing
statement and shall promptly file any such amendment.

               (d) If at any time the Seller or [_______________] shall propose
to sell, grant a security interest in, or otherwise transfer any interest in
student loans to any prospective purchaser, lender or other transferee, the
Seller or [_______________], as the case may be, shall give to such prospective
purchaser, lender or other transferee computer tapes, records or printouts
(including any restored from backup archives) that, if they shall refer in any
manner whatsoever to any Financed Student Loan, shall indicate clearly that such
Financed Student Loan has been sold and is owned by the Issuer and has been
pledged to the Indenture Trustee.

               (e) The Seller shall, to the extent required by applicable law,
cause the Notes to be registered with the Commission pursuant to Section 12(b)
or Section 12(g) of the Exchange Act within the time periods specified in such
sections.

               (f) The Seller shall deliver to the Eligible Lender Trustee and
the Indenture Trustee:

                    (1) promptly after the execution and delivery of this
          Agreement and of each amendment thereto, on each Transfer Date as set
          forth in Section 2.02 and on the date of each Assignment as set forth
          in Section 3.02, an Opinion of Counsel either (A) stating that, in the
          opinion of such counsel, all financing statements and continuation
          statements have been executed and filed that are necessary fully to
          preserve and protect the interest of the Eligible Lender Trustee and
          the Indenture Trustee in the Financed Student Loans, and reciting the
          details of such filings or referring to prior Opinions of Counsel in
          which such details are given, or (B) stating that, in the opinion of
          such counsel, no such action shall be necessary to preserve and
          protect such interest; and

                    (2) within 120 days after the beginning of each calendar
          year beginning with the first calendar year beginning more than three
          months after the Cutoff Date, an Opinion of Counsel, dated as of a
          date during such 120-day period, either (A) stating that, in the
          opinion of such counsel, all financing statements and continuation
          statements have been executed and filed that are necessary fully to
          preserve and protect the interest of the Eligible Lender Trustee and
          the Indenture Trustee in the Financed Student Loans, and reciting the
          details of such filings or referring to prior Opinions of Counsel in
          which such details are given, or (B) stating that, in the opinion of
          such counsel, no such action shall be necessary to preserve and
          protect such interest; PROVIDED, HOWEVER, that a single Opinion of
          Counsel may be delivered in satisfaction of the foregoing requirement
          and that of Section 3.06(b) of the Indenture.

          Each Opinion of Counsel referred to in clause (1) or (2) above shall
specify (as of the date of such opinion and given all applicable laws as in
effect on such date) any action necessary to be taken in the following year to
preserve and protect such interest.

          SECTION 6.03. NOTICES. Unless otherwise agreed by the recipient, all
demands, notices and communications upon or to the Seller, [_______________],
the Servicer, the Issuer, the Eligible Lender Trustee, the Indenture Trustee,
the Administrator or the Rating Agencies under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested (or in the form of telex or facsimile notice, followed by written
notice delivered as aforesaid or postage prepaid, first class mail), and shall
be deemed to have been duly given upon receipt;

                (a)      in the case of the Seller, to
                         [_______________]
                         [_______________________]
                         [_______________________]
                         Attention: [__________________]
                         Telephone: [________________]
                         Telecopy:  [_________________];

                         with a copy to
                         Office of the General Counsel
                         [_______________________]
                         [_______________________]
                         [_______________________]
                         Attention: [___________________]
                         Telephone: [______________]
                         Telecopy: [_______________];

                (b)      in the case of [_______________], to
                         [__________________________], as
                         trustee for [_______________]
                         [_______________________]
                         [_______________________]
                         [_______________________]
                         Attention: [_______________]
                         Telephone: [_______________]
                         Telecopy:  [_______________];

                (c)      in the case of the Servicer, to
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         Attention: [_______________]
                         Telephone: [_______________]
                         Telecopy:  [_______________];

                         with a copy to
                         [_______________________]
                         [_______________________]
                         [_______________________]
                         Attention: [_______________]
                         Telephone: [_______________]
                         Telecopy:  [_______________];

                (d)      in the case of the Issuer, to
                         Student Loan Trust [______]
                         c/o [_______________]
                         [________________________]
                         [________________________]
                         [________________________]

                         with a copy to the Eligible Lender Trustee
                         at the Corporate Trust Office of the
                         Eligible Lender Trustee;

                (e)      in the case of the Issuer or the Eligible Lender
                         Trustee, at the Corporate Trust Office of the Eligible
                         Lender Trustee;

                (f)      in the case of the Indenture Trustee, at its Corporate
                         Trust Office;

                (g)      in the case of the Administrator, to
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         [Additional________________]
                         [__________________________]
                         Attention: [_______________]
                         Telephone: [_______________]
                         Telecopy:  [_______________];

                         with a copy to
                         Office of the General Counsel
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         [__________________________]
                         Attention: [_______________]
                         Telephone: [_______________]
                         Telecopy:  [_______________];

                (h)      in the case of Fitch, to
                         Fitch, Inc.
                         One State Street Plaza
                         New York, New York 10004
                         Attention:  Asset Backed Monitoring Unit
                         Telephone:  (212) 908-0500
                         Facsimile:  (212) 376-6889;

                (i)      in the case of Moody's Investors Service, Inc.
                         99 Church Street
                         New York, New York 10007
                         Attention:  ABS Monitoring Department
                         Telephone: (212) 553-0573
                         Facsimile: (212) 553-4600; and

                (j)      in the case of Standard & Poor's,
                         a division of The McGraw-Hill Companies, Inc. to
                         Standard & Poor's
                         55 Water Street, 41st Floor
                         New York, New York 10041
                         Attention:  Asset Backed Surveillance Department
                         Telephone:  212-438-2000
                         Facsimile:  212-438-2649.


or, as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

          SECTION 6.04. ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in Section 4.04, this Agreement may not be
assigned by the Seller or [_______________]. This Agreement may be assigned by
the Eligible Lender Trustee only to its permitted successor pursuant to the
Trust Agreement or otherwise in accordance with Section 6.10.

          SECTION 6.05. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Seller, [_______________], the
Issuer, and the Eligible Lender Trustee and for the benefit of the Indenture
Trustee, the Noteholders, any Swap Counterparties (with respect to Section 5.01)
and the Company or its designee, as third party beneficiaries, and nothing in
this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

          SECTION 6.06. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          SECTION 6.07. SEPARATE COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

          SECTION 6.08. HEADINGS. The headings of the various Articles and
Sections herein are for -------- convenience of reference only and shall not
define or limit any of the terms or provisions hereof.

          SECTION 6.09. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of [____________], without reference to
its conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

          SECTION 6.10. ASSIGNMENT TO INDENTURE TRUSTEE. The Seller hereby
acknowledges and consents to any mortgage, pledge, assignment and grant by the
Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of a security interest in all right, title and interest of the
Issuer in, to and under the Financed Student Loans or the assignment of any or
all of the Issuer's rights and obligations hereunder to the Indenture Trustee.

          SECTION 6.11. NON-PETITION COVENANTS. Notwithstanding any prior
termination of this Agreement, neither the Seller nor [_______________] shall,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer or the Company, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer or the
Company.

          SECTION 6.12. LIMITATION OF LIABILITY OF [_______________], ELIGIBLE
LENDER TRUSTEE AND INDENTURE TRUSTEE. (a) Notwithstanding anything contained
herein to the contrary (other than as provided in subsection (d)), this
Agreement has been signed by [_______________] not in its individual capacity
but solely in its capacity as trustee for the Seller and in no event shall
[_______________] in its individual capacity or, except as expressly provided
herein or in the Instrument of Resignation, Appointment and Acceptance dated
[_______________] in connection with the trust agreement between Seller and
[_______________], dated [_______________], as legal owner of the Financed
Student Loans, have any liability for representations, warranties, covenants,
agreements or other obligations of the Seller hereunder or in any of the
certificates, notices or agreements delivered by the Seller pursuant hereto as
to all of which recourse shall be had solely against the Seller.

               (b) Notwithstanding anything contained herein to the contrary
(other than as provided in subsection (d)), this Agreement has been signed by
[_______________], not in its individual capacity but solely in its capacity as
Eligible Lender Trustee of the Issuer and in no event shall [_______________],
in its individual capacity or, except as expressly provided in the Trust
Agreement, as beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto as to all of which recourse shall be had solely to the assets of
the Issuer.

               (c) Notwithstanding anything contained herein to the contrary
(other than as provided in subsection (d)), this Agreement has been accepted by
[_______________] not in its individual capacity but solely as Indenture Trustee
and in no event shall [_______________] have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer.

               (d) Notwithstanding any other provision in this Agreement or the
other Basic Documents, nothing in this Agreement or the other Basic Documents
shall be construed to limit the legal responsibility of the Eligible Lender
Trustee or the Indenture Trustee, to the U.S. Secretary of Education or a
Guarantor for any violations of statutory or regulatory requirements that may
occur with respect to loans held by the Eligible Lender Trustee or the Indenture
Trustee pursuant to, or to otherwise comply with their obligations under, the
Higher Education Act or implementing regulations.

          SECTION 6.13. AGREEMENT OF SELLER AND [_______________]. Each of the
Seller and [_______________] agrees to execute and deliver such instruments and
to take such actions as the Eligible Lender Trustee, the Issuer or the Indenture
Trustee may reasonably request in order to effectuate the terms and carry out
the purposes of the Agreement. Each of the Seller and [_______________] agrees
to execute and deliver such instruments and to take such actions as the Eligible
Lender Trustee, the Issuer or the Indenture Trustee may reasonably request in
order to effectuate the terms and carry out the purposes of the Agreement.





                        [Signatures Follow on Next Page]


<PAGE>


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

                                   ASSET BACKED SECURITIES CORPORATION
                                   STUDENT LOAN TRUST [______]

                                   By: [_______________], not in its individual
                                   capacity but solely as Eligible Lender
                                   Trustee on behalf of the Trust

                                       By: /S/
                                          ------------------------------------
                                          Name:
                                          Title:


                                    [_______________________________]

                                       By: /S/
                                          ------------------------------------
                                          Name:
                                          Title:


                                    [___________________________], AS TRUSTEE
                                    FOR [_______________

                                       By: /S/
                                          ------------------------------------
                                          Name:
                                          Title:


                                    [__________________________], not in its
                                    individual capacity but solely as Eligible
                                    Lender Trustee


                                       By: /S/
                                          ------------------------------------
                                          Name:
                                          Title:

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

[________________], not in
  its individual capacity but
  solely as Indenture Trustee

By: /S/
   -------------------------------
   Name:
   Title:



<PAGE>


                                                                   SCHEDULE A


                    [List of Initial Financed Student Loans]

           [Provided at Closing and on file with Indenture Trustee and
                         Stroock & Stroock & Lavan LLP]



<PAGE>


                                                                     EXHIBIT A
                                                    TO THE LOAN SALE AGREEMENT



                                  BILL OF SALE

          For $ [_________] received, in accordance with the Loan Sale Agreement
(the "LOAN SALE Agreement") dated as of [_______________], among
[_____________________], as seller (the "SELLER"), Asset Backed Securities
Corporation Student Loan Trust [______] (the "TRUST"), [_______________], as
trustee for the Seller ("[_______________]") and [_______________], not in its
individual capacity but solely as Eligible Lender Trustee (the "ELIGIBLE LENDER
TRUSTEE") the Seller (and, with respect to legal title to the Initial Financed
Student Loans, [_______________] as trustee on behalf of the Seller) does hereby
sell, assign, transfer and otherwise convey unto the Issuer and, with respect to
legal title, unto the Eligible Lender Trustee on behalf of the Trust, without
recourse (subject to the obligations set forth in the Loan Sale Agreement), all
right, title and interest in and to (i) the Initial Financed Student Loans and
all obligations of the Obligors thereunder, together with all documents, the
related Student Loan Files and all rights and privileges related thereto, (ii)
all payments and/or collections received thereunder on and after the Cutoff Date
net of interest accrued prior to the Cutoff Date that is not to be capitalized,
(iii) all funds on deposit from time to time in the Trust Accounts, including
the Reserve Account Initial Deposit and the Collection Account Closing Date
Deposit and the Prefunding Account Closing Date Deposit, and in all investments
and proceeds thereof (including all income thereon) and (iv) all proceeds of any
and all of the foregoing (including but not limited to proceeds derived from the
voluntary or involuntary conversion of any of the Initial Financed Student Loans
into cash or other liquidated property, such as proceeds from the applicable
Guarantee Agreement). The foregoing sale does not constitute and is not intended
to result in any assumption by the Eligible Lender Trustee or the Trust of any
obligation of the Seller or [_______________] to the borrowers of Initial
Financed Student Loans or any other Person in connection with the Initial
Financed Student Loans or any agreement or instrument relating to any of them.

          In addition, the undersigned, by execution of this instrument, hereby
endorses the promissory notes evidencing each Initial Financed Student Loan
described in Schedule A to the Loan Sale Agreement in favor of the Eligible
Lender Trustee on behalf of the Trust, without recourse (subject to the
obligations set forth in the Loan Sale Agreement) against the undersigned. This
endorsement may be effected by attaching a facsimile hereof to each or any of
such promissory notes.

          This Bill of Sale is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the Loan
Sale Agreement and is to be governed by the Loan Sale Agreement.

          Capitalized terms used but not defined herein shall have the meaning
assigned to them in Appendix A to the Administration Agreement, dated as of
[_______________], among Asset Backed Securities Corporation Student Loan Trust
[______], as Issuer, [_______________], as Administrator, and
[________________], as Indenture Trustee, which also contains rules as to usage
that shall be applicable herein.

          IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be
duly executed as of [_______________].

                                    [_____________________________], as Seller

                                    By:___________________________________
                                       Name:
                                       Title:


                                    [_______________________________], as
                                    trustee for [_______________] Inc.


                                    By:__________________________________
                                       Name:
                                       Title:



<PAGE>


                                                                   EXHIBIT B
                                                                      TO THE
                                                         LOAN SALE AGREEMENT


                               TRANSFER AGREEMENT


          TRANSFER No. _____ Of [PREFUNDED] NEW] [SERIAL] LOANS dated as of
______________, _____, among ASSET BACKED SECURITIES CORPORATION STUDENT LOAN
TRUST [______], a Delaware trust (the "ISSUER"), [_______________], as seller
(the "SELLER"), [_______________], ("[_______________]"), as trustee for
[_______________] Inc., and [_______________], as seller, not in its individual
capacity but solely as Eligible Lender Trustee of the Issuer (the "ELIGIBLE
LENDER TRUSTEE").

                              W I T N E S S E T H:

          WHEREAS the Issuer, the Seller, [_______________] and the Eligible
Lender Trustee are parties to the Loan Sale Agreement dated as of
[_______________] (as amended or supplemented, the "LOAN SALE AGREEMENT"); and

          WHEREAS the Seller, as depositor, and the Eligible Lender Trustee are
parties to the Trust Agreement dated as of [_______________] (as amended or
supplemented, the "TRUST AGREEMENT"); and

          WHEREAS pursuant to the Loan Sale Agreement, the Seller wishes to
convey the [Prefunded Loans] [New] [Serial] Loans referred to in Section 2 (the
"ADDITIONAL STUDENT LOANS") to the Eligible Lender Trustee on behalf of the
Issuer; and

          WHEREAS in order to comply with the requirements of the Higher
Education Act, legal title to the Seller's student loan portfolio is vested in
[_______________], as trustee on behalf of the Seller as the sole beneficiary;
and

          WHEREAS, the Eligible Lender Trustee and the Issuer are willing to
accept such conveyance subject to the terms and conditions hereof.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS AND USAGE. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in Appendix A to the
Administration Agreement, dated as of [_______________], among the Issuer, the
Seller, as Administrator, and [______________-___], as Indenture Trustee, which
also contains rules of construction and usage that shall be applicable herein.

          In addition, the following terms have the following meanings:

                  "SUBSEQUENT CUTOFF DATE" means, with respect to each
         Additional Student Loan, the date specified as such on Schedule A
         hereto.

                  "TRANSFER DATE" means, with respect to the Additional Student
         Loans, [__________________].

          2. SCHEDULE OF FINANCED STUDENT LOANS. Attached hereto as Schedule A
is a supplement to Schedule A to the Loan Sale Agreement listing the Additional
Student Loans to be conveyed on the Transfer Date to the Eligible Lender Trustee
on behalf of the Issuer pursuant to this Agreement.

          3. CONVEYANCE OF ADDITIONAL STUDENT LOANS. In consideration of
Issuer's delivery to or upon the order of the Seller of [__________], for
Additional Student Loans during the Revolving Period, such amount being the Loan
Purchase Amounts of the Additional Student Loans and such amount to be paid from
amounts on deposit in the Prefunding Account or the Collateral Reinvestment
Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement
and Section 2(f) and Section 2(k) of the Administration Agreement and after the
Revolving Period such amount being the sum of (i) the Purchase Collateral
Balance ($[ ]) to be paid from any combination of amounts on deposit in the
Collection Account and of Exchange Student Loans as shall be designated by the
Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of
the Administration Agreement) and (ii) except with respect to the exchange of
Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately
subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in
excess of the Specified Reserve Account Balance subject to Section 2.02(c) of
the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the
Seller (and, with respect to legal title to the Additional Student Loans,
[_______________] as trustee on behalf of the Seller) does hereby sell, assign
and otherwise convey, without recourse (except as expressly provided in the Loan
Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer:

                    (a) All right, title and interest in and to the Additional
          Student Loans and all obligations of the Obligors thereunder, together
          with all documents, the related Student Loan Files and all rights and
          privileges relating thereto;

                    (b) all payments on or collections received thereunder, on
          and after the related Subsequent Cutoff Date;

                    (c) all proceeds of any and all of the foregoing.

          4. CONDITIONS PRECEDENT. The obligation of the Issuer to acquire the
Additional Student Loans hereunder is subject to the satisfaction, on or prior
to the Transfer Date, of the following conditions precedent:

                    (a) REPRESENTATIONS AND WARRANTIES. Each of the
          representations and warranties made by the Seller in Sections 3.01 and
          4.01 of the Loan Sale Agreement and by [_______________] in Section
          4.01 of the Loan Sale Agreement shall be true and correct as of the
          Transfer Date.

                    (b) LOAN SALE AGREEMENT CONDITIONS. Each of the conditions
          set forth in Section 2.02(d) (and, if Exchange Student Loans are to be
          applied to the Purchase Collateral Balance of the Additional Student
          Loans, Section 2.02(c) and, if the trustee for the Seller with respect
          to the Additional Student Loans is other than [_______________], in
          Section 4.02) of the Loan Sale Agreement shall have been satisfied.

                    (c) DELIVERY OF BILL OF SALE. The Seller and
          [_______________] shall have delivered a Bill of Sale substantially in
          the form of Annex A hereto.

                    (d) ADDITIONAL INFORMATION. The Seller and [_______________]
          shall have delivered to the Issuer such information as was reasonably
          requested by the Issuer (such reasonableness to be determined solely
          by the Seller) to satisfy itself as to (i) the accuracy of the
          representations and warranties set forth in Sections 3.01 and 4.01 of
          the Loan Sale Agreement and (ii) the satisfaction of the conditions
          set forth in this Section 4.

                    (e) DELIVERY OF ASSIGNMENT WITH RESPECT TO EXCHANGE STUDENT
          LOANS. With respect to any Exchange Student Loans that are to be
          applied to the Purchase Amount of the Additional Student Loans, the
          Eligible Lender Trustee shall have delivered an Assignment
          substantially in the form of Annex B hereto.

          5. RATIFICATION OF AGREEMENT. As supplemented by this Agreement, the
Loan Sale Agreement is in all respects ratified and confirmed and the Loan Sale
Agreement as so supplemented by this Agreement shall be read, taken and
construed as one and the same instrument.

          6. THIRD-PARTY BENEFICIARIES. The Indenture Trustee is an express
third-party beneficiary and may enforce the provisions of this Agreement as if
it were a party hereto.

          7. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute but one and the same instrument.

          8. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of ____________, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

          9. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.


<PAGE>



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


                                    ASSET BACKED SECURITIES CORPORATION
                                    STUDENT LOAN TRUST [______]

                                    By: [_________________________], not in its
                                    individual capacity but solely as Eligible
                                    Lender Trustee on behalf of the Trust


                                    By: _______________________________________
                                        Name:
                                        Title:

                                    [______________________________], not in its
                                    individual capacity but solely as Eligible
                                    Lender Trustee


                                    By:________________________________________
                                       Name:
                                       Title:


                                     [_________________________], Seller


                                     By:______________________________________
                                        Name:
                                        Title:

                                     [__________________________], as trustee
                                     for [                                   ]


                                     By:______________________________________
                                        Name:
                                        Title:


Acknowledged and accepted as of the date first above written:

[_______________________],
not in its individual capacity
but solely as Indenture Trustee


By:_______________________
   Name:
   Title:



<PAGE>


                                                                  SCHEDULE A
                                                                      TO THE
                                                  TRANSFER AGREEMENT NO. ___


                        [List of Additional Student Loans
                   and their related Subsequent Cutoff Dates]


<PAGE>



                                                                      ANNEX A
                                                    TO THE TRANSFER AGREEMENT



                                  BILL OF SALE

          For value received, in accordance with the Loan Sale Agreement (the
"LOAN SALE AGREEMENT") dated as of [_______________], among
[__________________], as seller (the "SELLER"), [_______________], as trustee
for the Seller ("[_______________]"), Asset Backed Securities Corporation
Student Loan Trust [______] (the "TRUST") and [_______________], not in its
individual capacity but solely as Eligible Lender Trustee (the "ELIGIBLE LENDER
TRUSTEE") [and as ratified by [name of eligible lender if other than
[_______________] with respect to the Additional Student Loans] pursuant to
Section 4.02 of the Loan Sale Agreement] and the Transfer Agreement No. [____]
dated as of [____________] (the "TRANSFER AGREEMENT") among the Seller,
[_______________], the Trust and the Eligible Lender Trustee, the Seller (and,
with respect to legal title to the Additional Student Loans, [_______________]
as trustee on behalf of the Seller) does hereby sell, assign, transfer and
otherwise convey unto the Issuer and, with respect to legal title, unto the
Eligible Lender Trustee on behalf of the Trust, without recourse (subject to the
obligations set forth in the Loan Sale Agreement), all right, title and interest
in and to (i) the Additional Student Loans and all obligations of the Obligors
thereunder, together with all documents, the related Student Loan Files and all
rights and privileges related thereto, (ii) all payments and collections
received thereunder, on and after the Subsequent Cutoff Date and (iii) all
proceeds of any and all of the foregoing (including but not limited to proceeds
derived from the voluntary or involuntary conversion of any of the Additional
Student Loans into cash or other liquidated property, such as proceeds from the
applicable Guarantee Agreement). The foregoing sale does not constitute and is
not intended to result in any assumption by the Eligible Lender Trustee or the
Trust of any obligation of the Seller or [_______________] to the borrowers of
the Additional Student Loans or any other person in connection with the
Additional Student Loans or any agreement or instrument relating to any of them.

          In addition, the undersigned, by execution of this instrument, hereby
endorses the promissory notes evidencing each Additional Student Loan described
in Schedule A to the Transfer Agreement in favor of the Eligible Lender Trustee
on behalf of the Trust, without recourse (subject to the obligations set forth
in the Loan Sale Agreement) against the undersigned. This endorsement may be
effected by attaching a facsimile hereof to each or any of such promissory
notes.

          This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the Loan
Sale Agreement and the Transfer Agreement and is to be governed by the Loan Sale
Agreement and the Transfer Agreement.

          Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Transfer Agreement.

          IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be
duly executed as of [______________________].

                                     [_____________________________], as Seller


                                     By:______________________________________
                                        Name:
                                        Title:


                                     [__________________________], as trustee
                                     for [_______________]

                                     By:_____________________________________
                                        Name:
                                        Title:




<PAGE>


                                                                    EXHIBIT C
                                                   TO THE LOAN SALE AGREEMENT


                    1. CHARACTERISTICS OF FINANCED STUDENT LOANS. Each Financed
          Student Loan (A) was originated in the United States of America, its
          territories, its possessions or other areas subject to its
          jurisdiction by an "eligible lender" under the Higher Education Act in
          the ordinary course of its business to an eligible borrower under
          applicable law and agreements and was fully and properly executed by
          the parties thereto, (B) was acquired or originated by the Seller in
          the ordinary course of its business, (C) provides or, when the payment
          schedule with respect thereto is determined, will provide for payments
          on a periodic basis that fully amortizes the principal amount of such
          Financed Student Loan by its maturity, as such maturity may be
          modified in accordance with any applicable deferral or forbearance
          periods granted in accordance with applicable laws and restrictions,
          including those of the Higher Education Act or the applicable
          Guarantee Agreement, and yield interest at the rate applicable
          thereto, and (D) provides that the rights with respect thereto are
          assignable by the lender thereunder and its assignees without the
          consent of or notice to any person other than as may be required by
          the Higher Education Act and such notice has been or will be given.
          Each Financed Student Loan is guaranteed by an eligible guarantor
          under the Higher Education Act and qualifies the holder thereof to
          receive Interest Subsidy Payments (other than SLS Loans, unsubsidized
          Stafford Loans, and those Consolidation Loans for which the related
          loan application was submitted prior to [______________]) and Special
          Allowance Payments from the Department and Guarantee Payments from the
          Guarantor and qualifies the Guarantor to receive reinsurance payments
          thereon from the Department. If such Financed Student Loan is a
          Prefunded Loan, New Loan or a Qualified Substitute Loan and is, in
          either case, guaranteed by an Additional Guarantor, the aggregate
          principal balance of all Financed Student Loans guaranteed by such
          Additional Guarantor (measured as of the Subsequent Cutoff Date for
          such Financed Student Loan) following the addition of such Financed
          Student Loan to the Trust, did not exceed 5% of the principal balance
          of all Financed Student Loans as of such date, and the aggregate
          principal balance of all Financed Student Loans guaranteed by all
          Additional Guarantors measured as of such date, following such
          addition, did not exceed 20% of the principal balance of all Financed
          Student Loans as of such date. The principal balance of each Financed
          Student Loan is not subject to change by reason of adjustments to the
          related Borrower's account after the Cutoff Date relating to matters
          or events occurring prior to the Cutoff Date.

                    2. SCHEDULE OF FINANCED STUDENT LOANS. The information set
          forth in Schedule A to this Agreement is true and correct in all
          material respects as of the opening of business on the Cutoff Date
          with respect to the Initial Financial Student Loans and the Subsequent
          Cutoff Date, with respect to the Prefunded Loans. With respect to any
          Consolidation Loan originated by the Issuer or any Prefunded Loan, New
          Loan, Serial Loan or Qualified Substitute Student Loan conveyed to the
          Issuer after the Closing Date, information for each category set forth
          in Schedule A has been provided with respect to such loan and such
          information is true and correct in all material respects, as of the
          date of origination, in the case of such Consolidation Loan, and as of
          the opening of business on the applicable Subsequent Cutoff Date in
          the case of a Prefunded Loan, New Loan, Serial Loan or Qualified
          Substitute Student Loan. With respect to any Consolidation Loan, the
          principal balance of which has been increased by the principal balance
          of any related Add-on Consolidation Loan, information for each
          category set forth in Schedule A has been provided with respect to
          such Add-on Consolidation Loan and such information is true and
          correct in all material respects as of the related Add-on
          Consolidation Loan Funding Date. No selection procedures believed to
          be adverse to the Noteholders were utilized in selecting any Financed
          Student Loan. The computer tape regarding the Initial Financed Student
          Loans made available to the Issuer and its assigns is true and correct
          in all respects as of the Cutoff Date, and, after the Closing Date,
          any computer tape regarding any Consolidation Loan, Prefunded Loan,
          New Loan, Serial Loan or Qualified Substitute Student Loan made
          available to the Issuer and its assigns is true and correct in all
          respects as of the date of origination, in the case of a Consolidation
          Loan originated by the Trust, as of the applicable Add-on
          Consolidation Loan Funding Date, in the case of a Consolidation Loan
          the principal balance of which is increased by the principal balance
          of any related Add-on Consolidation Loan, and as of the applicable
          Subsequent Cutoff Date, in the case of a Prefunded Loan, New Loan,
          Serial Loan or a Qualified Substitute Student Loan.

                    3. COMPLIANCE WITH LAW. Each Financed Student Loan complied
          at the time of origination and at the time of the execution of this
          Agreement or the applicable Transfer Agreement or Assignment, as the
          case may be, at the time of origination in the case of a Consolidation
          Loan originated by the Issuer and as of the applicable Add-on
          Consolidation Loan Funding Date in the case of a Consolidation Loan
          the principal balance of which is increased by the principal balance
          of any Add-on Consolidation Loan, in all material respects with all
          applicable requirements of local, state, and federal laws, rules and
          regulations which govern the making of such Financed Student Loan
          including the requirements of the applicable Guarantee Agreement.

                    4. BINDING OBLIGATION. The terms and conditions of each
          Financed Student Loan are consistent with the application of the
          Borrower, all signatures for the Financed Student Loans are genuine
          and the Borrower Note evidencing each Financed Student Loan has been
          duly executed and delivered and constitutes the legal, valid, and
          binding obligation of the Borrower enforceable in accordance with its
          terms.

                    5. NO DEFENSES. No right of rescission, setoff,
          counterclaim, or defense has been asserted or threatened or exists
          with respect to any Financed Student Loan.

                    6. NO DEFAULT. No Financed Student Loan has a payment that
          is more than 270 days overdue as of the Cutoff Date or more than 180
          days overdue as of the applicable Subsequent Cutoff Date, as the case
          may be, and, except as permitted in this paragraph, no default,
          breach, violation or event permitting acceleration under the terms of
          any Financed Student Loan has occurred; and, except for payment
          defaults continuing for a period of not more than 270 days or 180
          days, as applicable, no continuing condition that with notice or the
          lapse of time or both would constitute a default, breach, violation or
          event permitting acceleration under the terms of any Financed Student
          Loan has arisen; the Seller has not waived and shall not waive any of
          the foregoing other than as permitted by the Basic Documents; and not
          more than 20% of the Financed Student Loans shall be more than 30 days
          overdue.

                    7. TITLE. It is the intention of the Seller that the
          transfer and assignment herein contemplated constitute a sale of the
          Financed Student Loans from the Seller to the Eligible Lender Trustee
          on behalf of the Issuer and that the beneficial interest in and title
          to such Financed Student Loans not be part of the estate of the Seller
          in the event of the appointment of a receiver with respect to the
          Seller. Except in the case of Consolidation Loans originated by the
          Issuer, immediately prior to the transfer and sale of each Financed
          Student Loan to the Trust, each Borrower Note is owned by the Seller
          and the Seller has good title to each Financed Student Loan, free and
          clear of any lien, charge, encumbrance, or other interest therein and
          immediately upon the transfer and sale of such Financed Student Loan
          to the Trust, the Eligible Lender Trustee on behalf of the Issuer will
          have good title to such Financed Student Loan free and clear of any
          lien, charge, encumbrance, or other interest therein except as
          contemplated by the Basic Documents.

                    8. ALL FILINGS MADE. All filings (including UCC filings)
          necessary in any jurisdiction to give the Eligible Lender Trustee on
          behalf of the Issuer a first perfected ownership interest in the
          Financed Student Loans, and to give the Indenture Trustee a first
          perfected security interest therein, have been made.

                    9. NO BANKRUPTCIES. No Borrower of any Financed Student Loan
          as of the Cutoff Date or the applicable Subsequent Cutoff Date (in the
          case of Qualified Substitute Student Loans, Prefunded Loans, New Loans
          or Serial Loans), as of the date of origination (in the case of a
          Consolidation Loan originated by the Issuer) or as of the applicable
          Add-on Consolidation Loan Funding Date (in the case of a Consolidation
          Loan the principal balance of which is increased by the principal
          balance of any related Add-on Consolidation Loan) was noted in the
          related Student Loan File as being currently involved in a bankruptcy
          proceeding.

                    10. LAWFUL ASSIGNMENT. No Financed Student Loan has been
          originated in, or is subject to the laws of, any jurisdiction under
          which the origination, sale, transfer and assignment of such Financed
          Student Loan or any Financed Student Loan under this Agreement, each
          Transfer Agreement or the Indenture is unlawful, void or voidable.

                    11. ONE ORIGINAL. There is only one original executed
          promissory note evidencing each Financed Student Loan.

                    12. U.S. OBLIGORS. Less than 5% of the Financed Student
          Loans are due from Persons not having a mailing address in the United
          States of America.

                    13. ACCOUNTS. Each Financed Student Loan may be pledged or
          transferred as an "account" as defined in the UCC.

                    14. INTEREST ACCRUING. Each Financed Student Loan is
          accruing interest (whether or not such interest is being paid
          currently, by the Borrower or by the Department, or is being
          capitalized) at the maximum interest rate permitted by the Higher
          Education Act and qualifies for Special Allowance Payments, except as
          expressly permitted by the Basic Documents.

                    15. SELLER'S REPRESENTATIONS. The representations and
          warranties of the Seller contained in Section 4.01 are true and
          correct.


<PAGE>


                                                                    EXHIBIT D
                                                   TO THE LOAN SALE AGREEMENT


                    1. ORGANIZATION AND GOOD STANDING. The Seller has been
          organized and is existing under the General Corporation Law of the
          State of [_____________] and is authorized to do business in every
          state in which it is doing business (except where any failure to be so
          authorized shall not have a material adverse effect on either the
          Seller or its obligations hereunder) as well as the state in which it
          is organized and incorporated.

                    2. POWER AND AUTHORITY OF THE SELLER. The Seller has the
          corporate power and authority to execute and deliver this Agreement
          and to carry out its terms; the Seller has full corporate power and
          authority to sell (with [_______________] conveying legal title as
          trustee on behalf of the Seller) and assign the property to be sold
          and assigned to and deposited with the Issuer (or with the Eligible
          Lender Trustee on behalf of the Issuer) and the Seller has duly
          authorized such sale and assignment to the Issuer (or to the Eligible
          Lender Trustee on behalf of the Issuer) by all necessary corporate
          action; and the execution, delivery and performance of this Agreement
          have been duly authorized by the Seller by all necessary corporate
          action.

                    3. BINDING OBLIGATION. This Agreement has been executed and
          delivered by the Seller and, assuming authorization, execution, and
          delivery by the other parties thereto, this Agreement constitutes a
          valid obligation of the Seller enforceable against it in accordance
          with the express terms of this Agreement, except as enforcement
          thereof may be limited by the bankruptcy, insolvency, reorganization,
          moratorium, liquidation, readjustment of debt, or other federal or
          state laws or equitable principles relating to or affecting the
          enforcement of creditor's rights.

                    4. NO VIOLATION. The consummation of the transactions
          contemplated by this Agreement or the Administration Agreement and the
          fulfillment of the terms hereof or thereof do not conflict with,
          result in any breach of any of the terms and provisions of, nor
          constitute (with or without notice or lapse of time or both) a default
          under, the certificate of incorporation or by-laws of the Seller, or
          any indenture, agreement or other instrument to which the Seller is a
          party or by which it shall be bound; nor result in the creation or
          imposition of any Lien upon any of its properties pursuant to the
          terms of any such indenture, agreement or other instrument (other than
          pursuant to the Basic Documents); nor violate any law or, to the
          knowledge of the Seller, any order, rule or regulation applicable to
          the Seller of any court or of any Federal or state regulatory body,
          administrative agency or other governmental instrumentality having
          jurisdiction over the Seller or its properties. The consummation of
          the transactions contemplated by this Agreement or by the
          Administration Agreement and the fulfillment of the terms hereof and
          thereof will not result in the loss of any Guarantee Payments by the
          Trust or any reinsurance payments with respect to any Financed Student
          Loans by the Guarantor.

                    5. NO PROCEEDINGS. There is no action, suit, claim,
          investigation, or proceeding, in any such case whether pending or to
          the knowledge of the Seller, threatened against the Seller before any
          court, governmental agency, or arbitrator (i) asserting the invalidity
          of this Agreement, the Indenture or any of the other Basic Documents
          or the Notes, (ii) seeking to prevent the issuance of the Notes or the
          consummation of any transactions contemplated by this Agreement, the
          Indenture or any of the other Basic Documents, (iii) seeking any
          determination or ruling that could reasonably be expected to have a
          material and adverse effect on the performance by the Seller of its
          obligations under, or the validity or enforceability of, this
          Agreement, the Indenture, any of the other Basic Documents or the
          Notes or (iv) seeking to affect adversely the Federal or state income
          tax attributes of the Issuer or the Notes.

                    6. ALL CONSENTS. No action, including, without limitation,
          the granting or issuing of any consent, permit, license, approval, or
          authorization which is required to be made on or prior to the date of
          this Agreement in connection with the sale of Financed Student Loans
          under this Agreement (with the possible exception of routine filings
          which, if not made, will not render the Seller liable to any material
          penalties or will not result in the transactions contemplated by this
          Agreement being subject to challenge) is required.


<PAGE>


                                                                    EXHIBIT E
                                                   TO THE LOAN SALE AGREEMENT

                    1. ORGANIZATION AND GOOD STANDING. [_______________] is a
          national banking association duly organized, validly existing and in
          good standing under the laws of the United States and is an "eligible
          lender" for purposes of the Higher Education Act.

                    2. POWER AND AUTHORITY OF THE [_______________].
          [_______________] has authorized the execution and delivery of this
          Agreement and has full legal power and authority to consummate all
          transactions contemplated by this Agreement and any and all other
          agreements relating hereto.

                    3. BINDING OBLIGATION. This Agreement has been executed and
          delivered by [_______________] and, assuming authorization, execution,
          and delivery by the other parties thereto, this Agreement constitutes
          a valid obligation of [_______________] enforceable against it in
          accordance with the express terms of this Agreement, except as
          enforcement thereof may be limited by the bankruptcy, insolvency,
          reorganization, moratorium, liquidation, readjustment of debt, or
          other federal or state laws or equitable principles relating to or
          affecting the enforcement of creditor's rights.

                    4. NO VIOLATION. Compliance by [_______________] with this
          Agreement does not in any material respect violate any law or
          regulation by which [_______________] or its assets are bound, or any
          writ, order, judgment, or decree of any court or government
          instrumentality or arbitrator in which [_______________] is named, or
          the charter or by-laws of [_______________] or any indenture,
          contract, or agreement to which [_______________] is a party or by
          which it is or its properties are bound or affected.

                    5. NO PROCEEDINGS. There is no action, suit, claim,
          investigation, or proceeding, in any case pending or, to the knowledge
          of [_______________], threatened against [_______________] before any
          court, governmental agency, or arbitrator which, if decided adversely
          to [_______________], is likely to have a material adverse effect upon
          the validity or enforceability of this Agreement.

                    6. ALL CONSENTS. No action, including, without limitation,
          the granting or issuing of any consent, permit, license, approval, or
          authorization which is required to be made on or prior to the date of
          this Agreement in connection with the sale of Financed Student Loans
          under this Agreement (with the possible exception of routine filings
          which, if not made, will not render [_______________] liable to any
          material penalties or will not result in the transactions contemplated
          by this Agreement being subject to challenge) is required.



<PAGE>

                                                                    EXHIBIT F
                                                   TO THE LOAN SALE AGREEMENT


                                   ASSIGNMENT

          For value received, in accordance with the Loan Sale Agreement (the
"LOAN SALE AGREEMENT") dated as of [_______________], among
[____________________], as seller (the "SELLER"), Asset Backed Securities
Corporation Student Loan Trust [______] (the "TRUST"), [_______________], as
trustee for the Seller ("[_______________]"), and [_______________], not in its
individual capacity but solely as Eligible Lender Trustee (the "ELIGIBLE LENDER
TRUSTEE"), the Seller (and, with respect to legal title to the Initial Financed
Student Loans, [_______________] as trustee on behalf of the Seller) does hereby
sell, assign, transfer and otherwise convey unto the Eligible Lender Trustee on
behalf of the Trust, without recourse (subject to the obligations set forth in
the Loan Sale Agreement), all right, title and interest in and to (i) the
Qualified Substitute Student Loan(s) indicated in Schedule A hereto (the
"ADDITIONAL STUDENT LOANS") and all obligations of the Obligors thereunder,
together with all documents, the related Student Loan Files and all rights and
privileges related thereto, (ii) all payments and/or collections received
thereunder on and after the date hereof and (iii) all proceeds of any and all of
the foregoing (including but not limited to proceeds derived from the voluntary
or involuntary conversion of any of the Additional Student Loans into cash or
other liquidated property, such as proceeds from the applicable Guarantee
Agreement). The foregoing sale does not constitute and is not intended to result
in any assumption by the Eligible Lender Trustee or the Trust of any obligation
of the Seller or [_______________] to the borrowers of Additional Student Loans
or any other Person in connection with the Additional Student Loans or any
agreement or instrument relating to any of them.

          In addition, the undersigned, by execution of this instrument, hereby
endorse the promissory notes evidencing each Additional Student Loan in favor of
the Eligible Lender Trustee on behalf of the Trust, without recourse (subject to
the obligations set forth in the Loan Sale Agreement) against the undersigned.
This endorsement may be effected by attaching a facsimile hereof to each or any
of such promissory notes.

          This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the Loan
Sale Agreement and is to be governed by the Loan Sale Agreement.

          Capitalized terms used but not defined herein shall have the meaning
assigned to them in Appendix A to the Administration Agreement, dated as of
[_______________], among the Trust, as Issuer, the Seller, as Administrator, and
[________________], as Indenture Trustee, which also contains rules as to usage
that shall be applicable herein.

<PAGE>


          IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed as of ___________.

                                    [____________________________], as Seller


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    [_____________________________], as trustee
                                    for [_______________]

                                    By:_______________________________________
                                       Name:
                                       Title: