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                                                                   EXHIBIT 10.14

          CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                                                                       EXECUTION
                                                                          5/1/02

                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
                           EDUCATION ONE LOAN PROGRAM

       This Amended and Restated Note Purchase Agreement, by and between BANK
ONE, NATIONAL ASSOCIATION ("Bank One"), a national banking association organized
under the laws of the United States and having a principal office located at 100
East Broad Street, Columbus, Ohio 43215, and THE FIRST MARBLEHEAD CORPORATION, a
Delaware corporation having a principal place of business at 30 Little Harbor,
Marblehead, Massachusetts ("FMC"), dated as of May 1, 2002;

                              W I T N E S S E T H:

       WHEREAS, Bank One is in the business of making education loans under
education lending programs, including, without limitation, the EDUCATION ONE
Loan Program (as hereinafter defined); and

       WHEREAS, FMC exists to provide funds for education loans for the benefit
of students at Participating Institutions; and

       WHEREAS, pursuant to a Note Purchase Agreement between FMC and Bank One
dated April 30, 2001, as amended by two Amendments to Note Purchase Agreement
dated August 1, 2001, and an Amendment to Program Agreements dated October 1,
2001 ("Old Note Purchase Agreement"), Bank One has agreed to sell, from time to
time, pools containing Bank One private education loans originated by Bank One
under a program known as EDUCATION ONE ("EDUCATION ONE") to FMC or a Purchaser
Trust (all as hereinafter defined); and

       WHEREAS, the EDUCATION ONE Loans are made by Bank One and purchased by
FMC or a Purchaser Trust on the condition that they qualify for and in fact are
covered by a

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guaranty issued by The Education Resources Institute, Inc., a Massachusetts
nonprofit corporation having its principal offices at 330 Stuart Street, Boston,
MA 02216 ("TERI"); and

       WHEREAS the parties wish to amend and restate the Old Note Purchase
Agreement and to enter this Amended and Restated Note Purchase Agreement to take
effect as of May 1, 2002 (the "Effective Date"); and

       WHEREAS the parties intend that this Amended and Restated Note Purchase
Agreement supersedes and replaces the Old Note Purchase Agreement in its
entirety and that the purchase of any and all EDUCATION ONE Conforming Loans on
or after the Effective Date will be made under the terms and conditions of this
Amended and Restated Note Purchase Agreement and not under the Old Note Purchase
Agreement;

       NOW, THEREFORE, in consideration of these presents and the covenants
contained herein, the parties hereto hereby agree as follows:

I.     DEFINITIONS.

       "Affiliate" shall mean, as to any person, any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such person. A person shall be deemed to control another person if
the controlling person possesses, directly or indirectly, the power to direct or
to cause the direction of the management and policies of the other person,
whether through the ownership of voting securities, by contract or otherwise.

       "Agent" means State Street Bank & Trust Company, or a successor agent
under the Deposit and Security Agreement.

       "Ambac" means Ambac Assurance Corporation.

       "Bond Insurer" means Ambac, or any other provider of credit insurance
with respect to the obligations of the Purchaser Trust.

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       "Business Day" shall mean any day other than: (a) a Saturday or Sunday,
or (b) a day on which banking institutions in the state in which Bank One is
headquartered are required or authorized by law or executive order to be closed.

       "Closing Period" means, with respect to any EDUCATION ONE Loan, the
[**]days immediately following a Purchase Period with respect to such loan or
such longer period as may be permitted to schedule a Purchase Date under
Section 2.03.

       "Collateral" has the meaning set forth in the Deposit and Security
Agreement.

       "Deposit and Security Agreement" means the agreement of that name among
Bank One, Agent, TERI and FMC dated as of April 30, 2001.

       "Education One" means Education One Group, a subsidiary of USA Education,
Inc., f/k/a SLM Holding Corporation, organized under the laws of the State of
Indiana.

       "EDUCATION ONE Loan Pool" or "Pool" shall mean and refer to a group of
EDUCATION ONE Notes purchased and pledged or intended to be purchased and
pledged as collateral in a particular Securitization Transaction.

       "EDUCATION ONE Loans" shall mean loans (a) that at the time they were
made were in compliance in all material respects with the requirements of the
Program Guidelines, (b) serviced by the Servicer in substantial compliance with
the Program Guidelines at all times prior to the Purchase Date, and (c) covered
by and subject to all the benefits of the Guaranty Agreement.

       "EDUCATION ONE Notes" or "Notes" shall mean notes evidencing EDUCATION
ONE Loans.

       "EDUCATION ONE Program" shall mean the EDUCATION ONE Loan Program
described in the Program Guidelines.

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       "First Marblehead" or "FMC" shall mean The First Marblehead Corporation,
a Delaware corporation.

       "Guaranty Agreement" means the Amended and Restated Guaranty Agreement
between Bank One and TERI dated as of the Conversion Date (as that term is
defined in the Guaranty Agreement).

       "Loan Data" means Loan Information deidentified as to both personal
borrower information and Bank One identity that is shared for the purpose of
analyzing loan programs, including without limitation underwriting criteria,
default histories, and portfolio performance.

       "Loan Information" means non-public, personal borrower information
pertaining to any EDUCATION ONE Loan included in a Securitization Transaction.

       "Market Disruption Event" means any of the following: (a) any suspension
or limitation on trading in securities generally on the New York Stock Exchange
or the National Association of Securities Dealers National Market system; (b)
any banking moratorium declared by federal, Massachusetts, or New York
authorities or authorities of the state in which Bank One is headquartered; (c)
any outbreak or escalation of major hostilities or armed conflict, or any
declaration of war by Congress; or (d) the closing of the market for commercial
paper or asset-backed securities or significant disruption in the functioning of
those markets, if, in the judgment of FMC, the effect of any such event in (a) -
(d) above makes it impractical or inadvisable to proceed with the completion of
a Securitization Transaction; or (e) the occurrence of a TERI Insolvency Event.

       "Minimum Purchase Price" has the meaning set forth in Section 2.05.

       "New Loans" means EDUCATION ONE Loans for which applications are received
on or after the Conversion Date (as that term is defined in the Guaranty
Agreement).

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       "Offering Material" has the meaning set forth in Section 3.10.

       "Old Loans" means EDUCATION ONE Loans for which applications are received
prior to the Conversion Date (as that term is defined in the Guaranty
Agreement).

       "Origination Agreement" refers to (a) the Amended and Restated Loan
Origination Agreement with respect to the origination of EDUCATION ONE Loans
entered into between TERI and Bank One and dated as of the Conversion Date, as
amended from time to time, and (b) any subsequent agreement relating to
origination services provided to Bank One with respect to EDUCATION ONE Loan
Notes purchased under this Agreement that is reasonably acceptable in form and
substance to each of FMC and TERI.

       "Origination Records" means and refers to the original EDUCATION ONE Loan
application and Note, a form of cosigner notice when required under 16 C.F.R.
Section 444, and any other standardized documentation specified from time to
time in the Program Guidelines as required to be received by the Servicer from
Bank One in order to service EDUCATION ONE Loans adequately and accurately.

       "Participating Institution" means an educational institution approved by
TERI for receipt of EDUCATION ONE Loan funds; provided that Bank One shall have
the opportunity to review lists of existing Participating Institutions and
institutions proposed for inclusion as Participating Institutions and consult
with TERI regarding any concerns Bank One has about including any institution as
a Participating Institution. FMC will use its best efforts to cause TERI to
exclude from EDUCATION ONE Loans any loan made to finance costs of education at
an institution that Bank One designates as "unacceptable."

       "Pledged Account" has the meaning set forth in the Deposit and Security
Agreement.

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       "Program Guidelines" means the Program Guidelines attached to the Amended
and Restated Guaranty Agreement, as amended from time to time by mutual
agreement of Bank One and TERI.

       "Program Lender" means Bank One, National Association, a national banking
association or an Affiliate that is a successor through merger or an Affiliate
to whom the rights and obligations of Bank One are assigned under the terms of
this Agreement.

       "Public Transaction" means a Securitization Transaction involving the
offering and sale of securities pursuant to an effective registration under the
Securities Act of 1933, as amended, or an exemption from such act (other than an
exemption provided under section 3(a)(3) of such Act).

       "Purchase Date" shall mean the (a) the date of consummation of a
Securitization Transaction with respect to a particular Pool of EDUCATION ONE
Loans, which date: (i) shall be set by written notice from FMC to Bank One,
given to Bank One not less than five (5) Business Days in advance of the
specified date, and (ii) shall occur [**] for each loan in the Pool in question,
or (b) the date on which FMC or a designee Purchaser Trust purchases EDUCATION
ONE Loan pursuant to the Right of First Refusal.

       "Purchase Period" means, with respect to any particular EDUCATION ONE
Loan, the period beginning on the first date such loan becomes a "Seasoned Loan"
and ending [**] days thereafter.

       "Purchaser Trust" shall mean and refer to a trust or other SPE formed for
the purpose of purchasing EDUCATION ONE Loans by FMC or by any Affiliate of FMC.
Any action required or permitted to be taken by FMC hereunder may be taken by a
Purchaser Trust with respect to a particular Pool.

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       "Rating Agencies" shall mean and refer to Standard and Poor's Corporation
and/or Moody's Investors Service, Inc., and/or Fitch IBCA, Duff & Phelps,
together with the successors in interest of any of them engaged in the business
of issuing a credit rating for obligations issued in a Securitization
Transaction.

       "Right of First Refusal Period" means for an EDUCATION ONE Loan, the
earlier of (i)[**] days after expiration of the relevant [**] or (ii) [**] days
after notice that a bona fide written offer has been received by Bank One under
Section 2.03 with respect to such EDUCATION ONE Loan, provided that no such
notice may be given until after expiration of [**].

       "Seasoned Loan" means an EDUCATION ONE Loan as of fifteen (15) days after
the disbursement on the EDUCATION ONE Loan but shall exclude any loan disbursed
by paper check if the paper check has not yet been paid by the drawee. In the
event a disbursement check is paid by the drawee more than fifteen days after it
is written, the Loan shall become a Seasoned Loan on the date of such payment.
For purposes of computation of the Minimum Purchase Price, the term also
includes (a) defaulted loans not yet purchased by TERI, and (b) the rights and
obligations of Bank One with respect to defaulted EDUCATION ONE Loans purchased
by TERI that would have been Seasoned Loans but for such purchase.

       "Securitization Costs" means the actual costs and expenses incurred by
FMC, the Purchaser Trust, and all others entitled to payment for expenses by the
Purchaser Trust or FMC, in connection with a Securitization Transaction
including, without limitation, the following:


       (Structuring and Origination Fees; Copy/Binding Costs)
       (Underwriting Expenses)
       (Rating Fee)
       (Owner Trustee and Indenture Trustee Transaction and First Year Fees;
       Expenses)

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       (Counsel for Indenture Trustee)
       (Counsel for FMC)
       (Servicer Auditor)
       (Bond Insurer)
       (Counsel for TERI)
       (Counsel for Bank One)
       (SEC Filing Fees, if any)

       "Securitization Transaction" shall mean and refer to the purchase of a
Pool of EDUCATION ONE Loans by a Purchaser Trust funded through the issuance and
sale of commercial paper, certificates, bonds or other evidences of
indebtedness, the repayment of which is supported by payments on the EDUCATION
ONE Loans included in such Pool. A Securitization Transaction may include,
without limitation, a continuing series of transactions occurring on a periodic
basis in which Bank One makes a true sale of then-outstanding Seasoned Loans to
a Purchaser Trust, which Purchaser Trust in turn either utilizes the Pool
directly as collateral for its own debt or resells the Pool (in whole or in
part) in further sales to a securitization conduit providing financing to the
Purchaser Trust.

       "Servicer" shall mean and refer to Pennsylvania Higher Education
Assistance Agency, or such other servicer as may be approved by FMC, TERI and
the holder of the EDUCATION ONE Loans in question and retained by the holder of
EDUCATION ONE Loans in accordance with the terms hereof and of the Guaranty
Agreement.

       "Servicing Agreement" refers to: (a) the Servicing Agreement of
substantially even date herewith to be entered into between Servicer and Bank
One with respect to servicing of EDUCATION ONE Loans, as amended from time to
time, and (b) any subsequent servicing agreement between Bank One and the
Servicer governing servicing of EDUCATION ONE Loans purchased under this
Agreement, in either case such agreement and any amendment thereto to be in good
faith satisfactory in form and substance to FMC and its counsel.

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       "SPE" means a special purpose entity formed and operated for the sole
purpose of acting as purchaser and owner of EDUCATION ONE Loans.

       "TERI Insolvency Event" means (1) the commencement by TERI of a voluntary
case under the federal bankruptcy law, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency or other similar
law, (2) the consent by TERI to the appointment of or taking possession by a
receiver, liquidator, trustee, custodian (or other similar official) of or for
TERI or for any substantial part of its property, (3) the making by TERI of any
assignment for the benefit of creditors, (4) the insolvency or the failure of
TERI generally to pay its debts as such debts become due, or (5) a default under
one or more guaranty agreements to which TERI is a party because of a failure to
pay claims, or the taking of action by TERI in furtherance of any of the
foregoing.

       "Term" shall mean the period commencing on the Effective Date and ending
upon termination hereof, all as set forth in Article X (and subject to
Section 11.06).

       "Total Principal Amount" means the total principal amount of Seasoned
Loans available to be sold and purchased, plus [**]; provided, however, that
[**] Bank One consents to or waives the condition in Section 3.01(c)(5) and
signs a Co-Lender Indemnification Agreement substantially in the form of
Exhibit B if requested by a lender of Other Loans.

       "Trust Agreement" means, with respect to any particular Securitization
Transaction, the agreement pursuant to which a Purchaser Trust is formed, and
any amendments.

       "Trust Indenture" means, with respect to any particular Securitization
Transaction, the agreement pursuant to which FMC or a Purchaser Trust issues
evidences of indebtedness secured by the payments on the related EDUCATION ONE
Loans.

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II.    AGREEMENT FOR PURCHASE AND SALE OF NOTES.

       2.01.   PURCHASE AND SALE.

       [**] during the Term of this Agreement and subject to Section 2.03 and
the conditions set forth in this Agreement, Bank One shall sell to FMC or a
designee Purchaser Trust, and FMC or such Purchaser Trust shall purchase, every
Seasoned Loan owned by Bank One on the Purchase Date.

       2.02.   MARKETING.

       Bank One shall be responsible for the design and execution of a program
for marketing EDUCATION ONE Loans to consumers and shall bear all costs thereof.
At the beginning of an academic year, Bank One shall share with FMC its
marketing plan for EDUCATION ONE, which plan shall describe any direct mail
inserts, internet messaging and other marketing initiatives. For the first three
(3) years of this Agreement, Bank One shall maintain at least substantially the
same amount of investment and level of effort in marketing EDUCATION ONE Loans
and the EDUCATION ONE Program that Bank One made with respect to its EDUCATION
ONE products in academic year 2000-2001.

       2.03.   PRE-CLOSING INFORMATION; FMC PURCHASE.

       (a)     LOAN INFORMATION. Bank One will cause Servicer to inform FMC
periodically of information reasonably requested by FMC, subject to the
confidentiality provisions of Section 11.09 , in anticipation of a
Securitization Transaction, including, without limitation, the number of
Seasoned Loans ready for purchase, principal and accrued interest with respect
to each such EDUCATION ONE Loan, payment status (including defaulted loans
presented for guaranty payment), and the identity of Participating Institutions
affected by the Securitization, together with the information contained in the
model reports set forth in Exhibits C through E, at the

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intervals set forth in said Exhibits. The reports described in Exhibits C
through E shall be provided in electronic media in the Servicer's standard
format. Bank One shall also cause Servicer to provide to FMC, monthly, its AMR
report series.

       (b)     PURCHASE SCHEDULING. FMC will use its best efforts to specify
Purchase Dates that fall within each May and each November, [**] subject to
Section 3.02(b), purchase or cause a Purchaser Trust to purchase [**] all of the
Seasoned Loans held by Bank One [**]. FMC shall have the sole and exclusive
right to purchase all EDUCATION ONE Loans during the [**] with respect to each
Loan, which right may be assigned to one or more Purchaser Trusts. FMC may
reschedule the Purchase Date without penalty of any kind, [**]. The [**] with
respect to any Loan may be extended for a failure to comply with one or more
conditions as set forth in Section 3.01(b). Bank One agrees, in consideration of
FMC's undertaking pursuant to this section, not to sell or offer to sell to any
third person any interest in any EDUCATION ONE Loan originated by Bank One [**]
with respect to such Loan; PROVIDED, HOWEVER, that after expiration of [**] with
respect to any EDUCATION ONE Loan, Bank One shall use reasonable efforts to
arrange the sale of such EDUCATION ONE Loan and, upon receipt of any bona fide
third-party written offer to purchase such EDUCATION ONE Loan received by Bank
One [**] with respect to such Loan, Bank One shall provide a copy of the same to
FMC, and, in the event that FMC (or a Purchaser Trust) shall fail to purchase
such EDUCATION ONE Loan on the terms of such third-party offer or other mutually
acceptable terms [**], Bank One shall within its sole discretion be entitled to
(i) sell such EDUCATION ONE Loan to any third party or to retain such EDUCATION
ONE Loan, in whole or in part, for its own account free and clear of any claim
under this Agreement, and/or (ii) immediately terminate this Agreement. If FMC
or a Purchaser Trust purchases EDUCATION ONE Loans [**] on the terms of a bona
fide third-party written

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offer or other mutually acceptable terms, FMC shall have no further liability to
Bank One with respect to its obligation to purchase such loans [**].

       (c)     EXTENSION OF PURCHASE PERIOD AND CLOSING PERIOD DUE TO LACK OF
VOLUME. In the event that the Total Principal Amount of loans eligible for a
Securitization Transaction [**], FMC may, but need not, declare [**] - with
respect to each EDUCATION ONE Loan that is then a Seasoned Loan extended by [**]
days. FMC may continue to declare such extensions, in its discretion, until [**]
this Agreement expires or is terminated (in which event FMC shall schedule a
Purchase Date for all outstanding EDUCATION ONE Loans, to occur prior to the
expiration of the Closing Period for the last loan made subject to this
Agreement; PROVIDED, HOWEVER, that if this Agreement is terminated under
subsection 2.03(b)(ii) on account of FMC's failure to purchase Seasoned Loans,
then Bank One shall not be required to sell loans hereunder [**]).

       (d)     [**]FAILURE TO PURCHASE. If FMC or a Purchaser Trust fails to
purchase [**], all Seasoned Loans held by Bank One [**], to the extent such
failure is not excused under Section 3.02(b), FMC shall pay to Bank One [**] as
to which[**] pursuant to [**] Bank One [**] with respect to [**]. Once [**],
Bank One shall be under no further obligation to offer such EDUCATION ONE Loan
to FMC (or a Purchaser Trust) for purchase.

       (e)     FMC RELIANCE ON PROGRAM GUIDELINES. Bank One further agrees, in
consideration of FMC's undertaking pursuant to this section, that no change will
be made in either the Program Guidelines or the interest rate and terms, as well
as other consumer loan terms and conditions of EDUCATION ONE Loans without FMC's
prior written consent, which consent shall not be unreasonably withheld.

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2.04.  POOL SUPPLEMENT.

       Each purchase and sale of the EDUCATION ONE Loans included in a Pool on a
Purchase Date shall be made pursuant to a Pool Supplement substantially in the
form of Exhibit A which shall: (1) set forth the Minimum Purchase Price for the
EDUCATION ONE Loans included in the Pool, (2) incorporate by reference the terms
and conditions of this Agreement applicable to sales of EDUCATION ONE Loans, and
(3) include a schedule of EDUCATION ONE Loans setting forth the details and
characteristics of such Pool. Each Pool Supplement shall be executed by an
authorized agent of each Purchaser Trust and Bank One and shall be delivered on
the related Purchase Date. The Purchaser Trust shall provide a preliminary
settlement sheet in the form of Exhibit 1 to the Pool Supplement not less than
two (2) Business Days prior to the Purchase Date.

       2.05.   MINIMUM PURCHASE PRICE.

       On the Purchase Date, Bank One shall assign and convey all EDUCATION ONE
Loans included in the Pool to FMC, or a Purchaser Trust, in consideration of
receipt of the Minimum Purchase Price therefor.

       FOR OLD LOANS, the term "Minimum Purchase Price" shall mean the sum of:

(a) The unpaid principal amount of the EDUCATION ONE Loans in question [**];
    plus

(b) all accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus

(c) all fees paid by Bank One to TERI with respect to such EDUCATION ONE Loans
    [**]; plus

(d) a marketing fee and loan premium, [**], as follows:

   (A) With respect to [**] as described in Schedule 3.3 to the Guaranty
       Agreement:

       (i)     [**]% with respect to Undergraduate Cosigned Loans;

       (ii)    [**]% with respect to Graduate Cosigned Loans;

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       (iii)   [**]% with respect to Continuing Education Loans (both Cosigned
               and Creditworthy);

       (iv)    [**]% with respect to K-12 loans.

   (B) With respect to [**] in schedule 3.3 to the Guaranty Agreement:

       (i)     [**]% with respect to Undergraduate Cosigned Loans;

       (ii)    [**]% with respect to Graduate Cosigned Loans;

       (iii)   [**]% with respect to Continuing Education Loans (both Cosigned
               and Creditworthy);

       (iv)    [**]% with respect to K-12 loans;

       in either case, plus;

(e) the amount of any Guaranty Fees[**].


       FOR NEW LOANS, the term "Minimum Purchase Price" shall mean the sum of:

(a)    The unpaid principal amount [**] of the Seasoned Loans in the Pool; plus

(b)    all accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus

(c)    all fees paid by Bank One to TERI with respect to such EDUCATION ONE
       Loans [**], plus

(d)    a marketing fee and loan premium, [**], as follows (for tier references,
       see Schedule 3.3 of the Guaranty Agreement):

       (i)     with respect to Undergraduate Creditworthy Loans, [**]%[**]
               [**]%[**];

       (ii)    with respect to Graduate Creditworthy Loans, [**]%[**][**]%[**];

       (iii)   with respect to Continuing Education Loans (both Cosigned and
               Creditworthy), [**]%[**][**]%[**];

       (iv)    with respect to K-12 loans, [**]%, plus;

(e)    the amount of [**].

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2.06.  TRANSITION.

       The parties agree that this Amended and Restated Note Purchase Agreement
    supersedes and replaces the Old Note Purchase Agreement in its entirety and
    the purchase of any and all EDUCATION ONE Conforming Loans after the
    Effective Date will be made under the terms and conditions of this Amended
    and Restated Note Purchase Agreement and not under the Old Note Purchase
    Agreement; provided, however, that the Third Amendment to Program
    Agreements, dated November 1, 2001, remains in full force and effect.

III.   PROCEDURES AND CONDITIONS FOR TRANSFER.

       3.01.   CONVEYANCES OF EDUCATION ONE LOANS; CONDITIONS TO PURCHASE.

       (a)     On each Purchase Date, upon execution and delivery of the related
Pool Supplement, Bank One shall sell, transfer, assign, set over and otherwise
convey to FMC or a Purchaser Trust, without recourse, all right, title and
interest of Bank One in and to:

               (1)    The EDUCATION ONE Loans included in the related
                      Securitization Transaction and all payments due or to
                      become due thereon;

               (2)    Any proceeds with respect to the EDUCATION ONE Loans
                      originated by Bank One included in such Pool from recourse
                      to TERI under the Origination Agreement regarding
                      origination of such loans;

               (3)    All claims of Bank One with respect to past servicing of
                      such EDUCATION ONE Loans under the Servicing Agreement;

               (4)    The proceeds of any and all of the foregoing received
                      after the Purchase Date or received prior thereto and not
                      credited against the Minimum Purchase Price as computed on
                      the Purchase Date; and

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               (5)    All rights of Bank One under the Guaranty Agreement with
                      respect to the EDUCATION ONE Loans in the Pool.

       (b)     The obligation of FMC and/or any Purchaser Trust to purchase the
EDUCATION ONE Loans originated by Bank One on the related Purchase Date shall be
subject to satisfaction of the following conditions (each and all of which may
be waived by such Purchaser Trust, in whole or in part in its sole discretion).
In the event of a failure of a condition that is not waived, the Purchase Date
shall be rescheduled by FMC to (i) the earlier of: (A) the date when such
failure of any of the following conditions is cured, or (B) ninety (90) days
after the Purchase Date that would have occurred but for such failure (provided
that FMC shall have up to 180 days to reschedule on account of a Market
Disruption Event), or (ii) such other date as mutually agreed upon by the
parties. FMC, without penalty or liability hereunder, may refuse to purchase any
EDUCATION ONE Loans as to which any failure of conditions precedent are not
cured within such ninety (90) days (or other agreed upon period) or as to which
such failure cannot reasonably be expected to be cured.

               (1)    Bank One shall have delivered to FMC or the Purchaser
                      Trust a duly authorized and executed Pool Supplement;

               (2)    Each of the representations and warranties made by Bank
                      One with respect to the EDUCATION ONE Loans included in
                      such Pool shall be true and correct in all material
                      respects as of the related Purchase Date;

               (3)    Bank One shall have entered into an Origination Agreement
                      and a Servicing Agreement [**] satisfactory in form and
                      substance to FMC and such agreements shall be in full
                      force and effect as of the Purchase Date

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                      and shall not have been modified except with the express
                      written consent of FMC;

               (4)    Bank One shall have in all material respects, performed
                      and observed the terms and conditions of this Agreement,
                      the Origination Agreement and the Servicing Agreement;

               (5)    The EDUCATION ONE Loans to be purchased shall have been
                      originated and serviced in [**] conformity with the
                      Program Guidelines and shall be covered by the Guaranty
                      Agreement;

               (6)    TERI shall have executed and delivered a confirmatory
                      Guaranty Agreement, covering all loans being purchased,
                      for the benefit of the Purchaser Trust and the indenture
                      trustee in the Securitization Transaction;

               (7)    The Agent pursuant to the Deposit and Security Agreement,
                      shall have transferred to the indenture trustee in the
                      Securitization Transaction the portion of the Pledged
                      Account and the Collateral specified in Section 4 of the
                      Deposit and Security Agreement;

               (8)    If required by any other Lender whose loans are included
                      in the Securitization Transaction, Bank One shall have
                      executed and delivered a Co-Lender Indemnification
                      Agreement substantially in the form of Exhibit B;

               (9)    Bank One shall, [**] relating to EDUCATION ONE Loans that
                      the EDUCATION ONE Loans identified in the related Pool
                      Supplement [**] pursuant to this Agreement and such Pool
                      Supplement;

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               (10)   Bank One shall [**] EDUCATION ONE Notes [**] by this
                      Agreement with respect to the EDUCATION ONE Loans
                      originated by Bank One included in such Pool [**];

               (11)   As of such Purchase Date: (i) Bank One was not insolvent
                      and will not become insolvent as a result of the transfer
                      of EDUCATION ONE Loans on such Purchase Date, (ii) Bank
                      One did not intend to incur or believe that it would incur
                      debts that would be beyond Bank One's ability to pay as
                      such debts matured, (iii) such transfer was not made with
                      actual intent to hinder, delay or defraud any Person, and
                      (iv) Bank One was "Adequately Capitalized," as such term
                      is defined by the Office of the Comptroller of the
                      Currency on the Purchase Date; and

               (12)   In the reasonable judgment of FMC, no Market Disruption
                      Event has occurred; provided that if satisfaction of the
                      condition set forth in this Section 3.01(b)(12) is the
                      only outstanding condition to closing, FMC shall schedule
                      a new Purchase Date as soon as is reasonably practicable
                      after the Market Disruption Event has ceased.

       (c)     The obligation of Bank One to sell EDUCATION ONE Loans included
in the Pool on a related Purchase Date is subject to satisfaction of the
following conditions (each and all of which may be waived by Bank One in whole
or in part, in its sole discretion):

               (1)    FMC or Purchaser Trust shall have delivered to Bank One a
                      duly authorized and executed Pool Supplement;

               (2)    FMC or Purchaser Trust shall have paid the Minimum
                      Purchase Price to Bank One by wire transfer of immediately
                      available funds;

                                       18
<Page>

               (3)    Subject to Section 3.01(c)(5) hereof, FMC or the Purchaser
                      Trust shall have delivered to Bank One a Co-Lender
                      Indemnification Agreement substantially in the form of
                      Exhibit B duly executed by any other Lender whose loans
                      are properly included in the Securitization Transaction;
                      and

               (4)    [**] FMC shall [**] Bank One[**]Bank One[**] Bank One
                      shall [**].

               (5)    [**] Bank One [**] Bank One[**]

(d)    Subject to the terms and conditions provided in this Agreement and to
       applicable legal requirements, each of the parties to this Agreement
       agrees to use reasonable efforts to take, or cause to be taken, all
       actions, and to do, or cause to be done, and to assist and cooperate with
       the other party to this Agreement in doing, as promptly as practicable,
       all things necessary, proper or advisable under applicable Law to ensure
       that the conditions set forth in Section 3.01 hereof are satisfied and to
       consummate and make effective the transactions contemplated by this
       Agreement.

       3.02.   DELIVERY OF DOCUMENTS.

       On the Purchase Date, Bank One shall deliver to FMC or the Purchaser
Trust or to the Servicer, as agent for FMC or the Purchaser Trust and/or the
trustee of the Trust Indenture, each Bank One Note originated by Bank One
included in the Pool and the related Origination Records (or such alternative
evidence of the Loans as is acceptable to the Guarantor and all parties to the
Securitization Transaction). If a Co-Lender Indemnification Agreement is
required as a condition of FMC's obligations under Section 3.01(b)(8) hereof,
Bank One shall execute and deliver a Co-Lender Indemnification Agreement to each
requesting lender selling loans in the Securitization Transaction.

       3.03.   CONFIRMATION OF REPRESENTATIONS AND WARRANTIES.

                                       19
<Page>

       In each Pool Supplement, Bank One shall confirm its representations and
warranties contained herein with respect to the EDUCATION ONE Loans in such
Pool.

       3.04.   RIGHTS TRANSFERRED.

       The transfer of funds pursuant to Section 2.04 hereof shall constitute,
and the delivery to FMC, or its designated Purchaser Trust of each Pool
Supplement shall evidence, a sale and assignment to FMC or the Purchaser Trust
of the related EDUCATION ONE Loans and of all of Bank One's interest in such
EDUCATION ONE Loans. As assignee of such EDUCATION ONE Loans, FMC or the
Purchaser Trust shall be [**] of such EDUCATION ONE Loans, [**], such EDUCATION
ONE Loans [**].

       3.05.   SUBSEQUENT RECEIPTS.

       In the event that Bank One shall receive, subsequent to any such
assignment, any amounts whatsoever in respect to the EDUCATION ONE Loans so
assigned in the nature of those described in Section 3.04 above, such amounts
shall be held by Bank One in trust for FMC or the Purchaser Trust to which it
has sold the Notes, and the Bank One shall promptly deliver such amounts to the
trustee under the Trust Indenture.

       3.06.   ASSIGNMENT OF ORIGINATION RIGHTS.

       Bank One shall transfer its rights under the Origination Agreement with
respect to the EDUCATION ONE Loans in each Pool to FMC or the respective
Purchaser Trust by execution and delivery of a Pool Supplement.

       3.07.   NO ASSUMPTION OF LIABILITY TO FUND BANK ONE LOAN NOTES.

       By their purchase of EDUCATION ONE Loan Notes, FMC, and all Purchaser
Trusts, shall assume no liability, responsibility or obligation with respect to
any disbursements or reimbursements which are due and owing, or which are, or
may be alleged to be due and owing,

                                       20
<Page>

by Bank One to any EDUCATION ONE Loan borrower by reason of the EDUCATION ONE
Loan included in the Pool. [**] the Purchaser Trust shall [**] be governed by
the confirmatory Guaranty Agreement described in Section 3.01(b)(6), above.

       3.08.   SERVICING AND ORIGINATION COSTS.

       Except as expressly set forth in this Agreement, Bank One shall be solely
responsible for and shall pay all costs due to any third party from Bank One
(including, without limitation, amounts due to TERI or Servicer) with respect to
origination of EDUCATION ONE Loans and with respect to loan servicing of
EDUCATION ONE Loans incurred prior to purchase of the respective EDUCATION ONE
Loans hereunder. [**].

       3.09.   SECURITIZATION COSTS. FMC or the Purchaser Trust shall be solely
responsible for and shall pay any Securitization Costs and any and all
obligations it has incurred in connection with the purchase, financing of
purchase and securitization of the EDUCATION ONE Loans.

       3.10.   [**] FMC shall [**] FMC shall [**]. FMC shall [**].

       3.11    EFFECT OF LOAN CANCELLATIONS. In the event that the Borrower
cancels a Seasoned Loan in a manner and at a time permitted under the Program
Guidelines, if that loan has already been purchased under this Agreement,
Program Lender will return to the Purchaser Trust all amounts received by it
with respect to such purchase. FMC shall prepare an accounting of all such
cancellations within 30 days after the last date permitted for cancellation of
loans purchased on a particular Purchase Date.

IV.    OBLIGATIONS OF FMC AND PURCHASER TRUST.

       4.01.   Subject to the limitations and conditions in this Agreement, upon
the designation of a Purchase Date by FMC, FMC shall [**].

V.     REPRESENTATIONS AND WARRANTIES.

                                       21
<Page>

       5.01.   REPRESENTATIONS AND WARRANTIES OF FMC.

       FMC makes the following representations and warranties as of the date
hereof, as of the date of each purchase of EDUCATION ONE Loans and as of any
other date specified below. FMC shall cause each Purchaser Trust to make
substantially the same representations and warranties in a Pool Supplement as of
the date of each purchase of EDUCATION ONE Loans.

       (a)     FMC represents and warrants that it is and shall remain a
Delaware corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, and has the authority to conduct all
activities contemplated by this Agreement.

       (b)     FMC has full power and authority to perform its obligations under
this Agreement, and has duly authorized the execution, delivery and performance
of, and has duly delivered this Agreement, and this Agreement constitutes the
legal, valid and binding obligation of FMC enforceable against FMC in accordance
with its terms, except that such enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws.

       (c)     Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions hereof, will conflict with, or result
in a breach of, or constitute a default under, any of the terms, conditions or
provisions of any legal restriction or any agreement or instrument to which FMC
is now a party or by which it is bound.

       (d)     No action or proceeding is pending or, to FMC's knowledge,
threatened against FMC or any Purchaser Trust before any court or administrative
agency which might have a materially adverse affect on the ability of FMC to
perform its obligations under this Agreement.

       5.02.   REPRESENTATIONS AND WARRANTIES OF BANK ONE.

                                       22
<Page>

       Bank One makes the following representations and warranties as of the
date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a
Purchaser Trust (solely as to the Loans within the respective Pool with regard
to Section 5.02(d) through (i)), and as of any other date specified below:

       (a)     Bank One represents and warrants that it is a national bank duly
organized, validly existing and in good standing under the laws of the United
States, and has the authority to conduct all activities contemplated by this
Agreement.

       (b)     Bank One has full power and authority to perform its obligations
under this Agreement, and has duly authorized the execution, delivery and
performance of, and has duly delivered this Agreement, and this Agreement
constitutes the legal, valid and binding obligation of Bank One enforceable
against Bank One in accordance with its terms, except as such enforceability may
be limited by (i) receivership, conservatorship and supervisory powers of bank
regulatory agencies generally, (ii) applicable bankruptcy, receivership,
conservatorship, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect, or (iii)
general principles of equity.

       (c)     Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions hereof, will conflict with, or result
in a material breach of, or constitute a material default under, any of the
terms, conditions or provisions of any legal restriction or any material
agreement or instrument to which Bank One is now a party or by which it is
bound.

       (d)     Each of the EDUCATION ONE Loans originated by Bank One sold to
FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the
valid, binding and enforceable obligation of the borrower executing the same,
and of any cosigner thereto,

                                       23
<Page>

enforceable against each borrower, any student maker named therein, and any
cosignor thereunder in accordance with its terms except as enforceability may be
affected by bankruptcy, insolvency, moratorium or other similar laws affecting
the rights of creditors generally and by equitable principles, (ii) is covered
by and entitled to the benefits of the Guaranty Agreement, and (iii) is a
"Seasoned Loan" as defined in this Agreement.

       (e)     [**] each EDUCATION ONE Loan originated by Bank One sold
hereunder and any accompanying notices and disclosures conforms [**] to all
applicable state and federal laws, rules and regulations, (ii) each EDUCATION
ONE Loan was documented on forms set forth in the Program Guidelines and
contained consumer loan terms and involved guaranty fees payable to TERI in
strict conformity with the Program Guidelines, and (iii) the origination of
each EDUCATION ONE Loan was conducted in [**] the Program Guidelines and [**]
with all applicable state and federal laws [**]; and (iv) Bank One did not
discriminate based upon the age, sex, race, national origin, color, religion
or handicapped status of any Borrower in making such Loan.

       (f)     At the time of origination, each EDUCATION ONE Loan originated by
Bank One sold to FMC or Purchaser Trust is in compliance with any applicable
usury laws.

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

                                       24
<Page>

       (h)     Each and every EDUCATION ONE Loan included in the Pool is owned
by Bank One, free and clear of any liens, claims or demands of any person, and
Bank One has the absolute right to transfer the same to FMC or a Purchaser
Trust.

       (i)     With respect to each EDUCATION ONE Note included in the Pool: (A)
the terms thereof have not been impaired, waived, altered or modified in any
respect, except pursuant to written forbearance agreements in accordance with
the requirements of and in the terms set forth in the Program Guidelines, and
(B) such EDUCATION ONE Note has been serviced at all times [**] with the Program
Guidelines.

       5.03.   EXCLUSIVE REPRESENTATIONS AND WARRANTIES.

       The representations and warranties set forth in Section 5.02 above are
the sole and exclusive representations and warranties made by Bank One, its
representatives, agents, officers, directors and other employees, with respect
to this Agreement, any Pool Supplement, any EDUCATION ONE Loan, any obligor, and
the sale of any EDUCATION ONE Loan to FMC or a Purchaser Trust hereunder.

       5.04.   REMEDY FOR BREACH OF REPRESENTATIONS AND WARRANTIES.

       In the event any representation or warranty made by Bank One pursuant to
Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the
date when made, Bank One shall have the right (but not the obligation) to elect
by written notice to FMC to be given by Bank One no later than sixty (60) days
after receipt of written notice from FMC of such alleged breach to repurchase
the affected EDUCATION ONE Loan or Loans no later than such 60th day for a cash
purchase price equal to the outstanding principal balance thereof plus all
accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC
shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to,
deliver the Bank One Note and the Origination Records

                                       25
<Page>

relating thereto to Bank One, duly endorsed or assigned to Bank One or to such
person as Bank One may direct, in any such case, without recourse to FMC or the
Purchaser Trust. Whether or not Bank One exercises its right of repurchase, Bank
One shall indemnify FMC or the Purchaser Trust pursuant to Article VIII. [**].

       In the event any representation or warranty made by FMC or a Purchaser
Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete
in any material and adverse respect as of the date when made, Bank One shall
have the right to terminate this Agreement if the deficiency is not cured within
thirty (30) days after written notice of the deficiency is given to FMC or the
Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC
or the Purchaser Trust shall indemnify Bank One pursuant to Article VIII.

VI.    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND INDEMNITIES.

       The representations and warranties contained herein and the
indemnifications contained in Article VIII hereof shall survive until each
EDUCATION ONE Loan sold hereunder is paid in full.

VII.   MISCELLANEOUS.

       7.01.   NO ASSIGNMENT.

       No party may assign its rights or obligations under this Agreement
without the prior written consent of the parties hereto, PROVIDED, HOWEVER,
that: (a) Bank One may assign its rights hereunder to an Affiliate that is a
national banking association or state-chartered bank having the legal power and
right under applicable law (including, without limitation, usury law in the
State where it is located) to make educational loans conforming to the Program
Guidelines to borrowers located in all states and territories of the United
States and (b) FMC shall have the right to create a Purchaser Trust to exercise
FMC's rights to purchase each Pool. No assignment

                                       26
<Page>

shall relieve the assignor of liability hereunder. Any assignment in violation
hereof shall be automatically null and void.

       7.02.   AMENDMENT.

       This Agreement may not be amended nor terms or provisions hereof waived
unless such amendment or waiver is in writing and signed by all parties hereto.

       7.03.   NO WAIVER.

       No delay or failure by any party to exercise any right, power or remedy
hereunder shall constitute a waiver thereof by such party, and no single or
partial exercise by any party of any right, power or remedy shall preclude other
or further exercise thereof or any exercise of any other rights, powers or
remedies.

       7.04.   ENTIRE AGREEMENT.

       This Agreement and the documents and agreements referred to herein embody
the entire agreement and understanding among the parties hereto and supersede
all prior agreements and understandings relating to the subject matter hereof
and thereof.

       7.05.   NOTICES.

       All notices given by any party to the others under this Agreement shall
be in writing delivered: (a) personally, (b) by facsimile transmission, (c) by
overnight courier, prepaid, or (d) by depositing the same in the United States
mail, certified, return receipt requested, with postage prepaid, addressed to
the party at the address set forth below. Any party may change the address to
which notices are to be sent by notice of such change to each other party given
as provided herein. Such notices shall be effective on the date received.
Notices shall be given as follows:

                                       27
<Page>

       If to Bank One:

       Bank One, N.A.
       Myra Busch Goetz
       Vice President
       1111 Polarais Parkway
       OH1-0246
       Columbus, OH 43240
       Fax No.: 614 217-5781
       E-Mail: Myra_Busch_Goetz@bankone.com

       With a copy to:

       EDUCATION ONE Group
       11100 USA Parkway
       Indianapolis, Indiana 46038
       Attn: Joseph F. Sergi
       Fax No.: 317-578-6082
       E-Mail: jsergi@bank1ed1.com

       If to FMC:

       Daniel Maxwell Meyers
       The First Marblehead Corporation
       30 Little Harbor
       Marblehead, MA 01945
       Facsimile: (781) 639-4583
       E-Mail: dmeyers@gateloan.com

       With a copy to:

       Richard P. Hackett, Esq.
       Pierce Atwood
       One Monument Square
       Portland, ME 04101
       Facsimile: (207) 791-1350
       E-Mail: rhackett@pierceatwood.com

       7.06.   GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York (without reference to choice-of-law rules).

                                       28
<Page>

       7.07.   COUNTERPARTS.

       This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement.

       7.08.   NO THIRD PARTIES BENEFITED.

       This Agreement is made and entered into for the protection and legal
benefit of the parties, and their permitted successors and assigns (including,
without limitation, any Purchaser Trust), and each and every Indemnified Person
(all of which shall be entitled to enforce the Indemnity contained in
Sections 8.01 and 8.02 hereof), and no other person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement.

       7.09.   OPINIONS.

       Concurrent with the execution hereof, each party shall deliver to the
other the opinion of its corporate counsel (which may be internal counsel) to
the effect that this Agreement has been duly authorized by all necessary
corporate or other organizational action, this Agreement is within the corporate
or other organizational power of such party and that this Agreement has been
duly executed and delivered by an authorized officer of the party.

VIII.  INDEMNIFICATION.

       8.01.   BY BANK ONE.

       Subject to the procedures regarding breach of representations and
warranties set forth in Section 5.04 above, Bank One shall indemnify and hold
harmless FMC, each Purchaser Trust, and any other purchaser under this
Agreement, and any officer, director, employee or agent of any of the foregoing
(herein, collectively referred to as the "Indemnified Persons") against any and
all liabilities, losses, costs, damages and expenses, including, without
limitation, reasonable

                                       29
<Page>

attorneys' fees and legal expenses and sums paid, liabilities incurred or
expenses paid or incurred in connection with settling claims, suits or judgments
which such Indemnified Person may sustain or incur by reason of any material
breach of any representation, warranty or covenant of Bank One contained herein.
This section shall survive any termination of this Agreement.

       8.02.   BY FMC.

       Subject to the procedure set forth in Section 5.04, FMC and the
respective Purchaser Trusts shall indemnify and hold harmless Bank One and any
officer, director, employee or agent of Bank One (herein, collectively referred
to as "Indemnified Persons") against any and all liabilities, losses, costs,
damages, and expenses, including, without limitation, reasonable attorneys' fees
and legal expenses and sums paid, liabilities incurred or expenses paid or
incurred in connection with settling claims or judgments or obtaining or
attempting to obtain release from liability, which such Indemnified Person may
sustain or incur by reason of (i) any material breach of any representation,
warranty or covenant of FMC contained herein or the respective Purchaser Trust
in the Pool Supplement or (ii) by reason of any untrue statement or alleged
untrue statement of a material fact made by FMC or a Purchaser Trust contained
in any offering material used in a Securitization Transaction or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. This section shall survive any termination
of this Agreement.

IX.    DISPUTE RESOLUTION

       9.01.   INFORMAL DISPUTE RESOLUTION.

       Any controversy or claim between the parties arising from or in
connection with this Agreement or the relationship of the parties under this
Agreement whether based on contract,

                                       30
<Page>

tort, common law, equity, statute, regulation, order or otherwise, and whether
arising before or after the termination of this Agreement ("Dispute") shall be
resolved as follows:

       (a)     Upon written request of either party, the parties will each
appoint a designated representative whose task it will be to meet for the
purpose of endeavoring to resolve such Dispute.

       (b)     The designated representatives shall meet as often as the parties
reasonably deem necessary to discuss the problem in an effort to resolve the
Dispute without the necessity of any formal proceeding.

       (c)     Arbitration proceedings for the resolution of a Dispute under
Section 9.02 may not be commenced until the earlier of:

               (i)    the designated representatives conclude in good faith that
       amicable resolution through continued negotiation of the matter does not
       appear likely; or

               (ii)   the expiration of the thirty (30) day period immediately
       following the initial request to negotiate the Dispute.

       9.02.   ARBITRATION.

       The parties acknowledge that this Agreement evidences a transaction
involving interstate commerce. Any controversy or claim arising out of or
relating to this Agreement, or the breach of the same, shall be settled through
consultation and negotiation under Section 9.01. However, if those attempts
fail, the parties agree that any misunderstandings or disputes arising from this
Agreement shall be decided by binding arbitration which shall be conducted, upon
request by either party, in New York, New York or other mutually agreed upon
location, before one (1) arbitrator designated by the American Arbitration
Association (the "AAA"), in accordance with the terms of the Commercial
Arbitration Rules of the AAA, and, to the maximum extent applicable, the United
States Arbitration Act (Title 9 of the United States Code. Notwithstanding

                                       31
<Page>

anything herein to the contrary, either party may proceed to a court of
competent jurisdiction to obtain equitable relief at any time.

X.     TERM AND TERMINATION.

       10.01.  TERM.

       This Agreement shall remain in full force and effect until expiration or
termination of the Guaranty Agreement and thereafter until the expiration of the
Right of First Refusal Period (under Section 2.03 hereof) of all EDUCATION ONE
Loans guaranteed pursuant to the Guaranty Agreement. After termination of this
Agreement, certain obligations hereunder shall survive as provided in Article VI
hereof.

       Provided that the Guaranty Agreement remains in effect, the Agreement
shall remain in full force and effect for an initial term of two years from
May 1, 2002, and thereafter shall renew for additional one-year terms unless
either party gives written notice of termination at least sixty (60) days prior
to the then-effective expiration date.

       All Education Loans originated prior to such termination shall be
purchased by FMC or a designee Purchaser Trust consistent with the terms of this
Agreement.

XI.    MISCELLANEOUS

       11.01   SEVERABILITY. If any provision of this Agreement is declared or
               found to be illegal, unenforceable or void, then all parties
               shall be relieved of all obligations arising under such
               provision, but only to the extent that such provision is illegal,
               unenforceable or void, it being the intent and agreement of the
               parties that this Agreement shall be deemed amended by modifying
               such provision to the extent necessary to make it legal and
               enforceable while preserving its intent or, if that is not
               possible, by substituting therefor another provision that is
               legal and enforceable and achieves the same objective.

       11.02   HEADINGS. The headings used in this Agreement and/or any schedule
               or Exhibit hereto are for reference and convenience purposes only
               and shall not in any way limit or affect the meaning or
               interpretation of any of the terms hereof.

                                       32
<Page>

       11.03   USE OF BANK ONE'S NAME, LOGO AND MARKS. FMC shall not and shall
               cause any Purchaser Trust to not use any trade name, trademark,
               service mark, or any other information which identifies Bank One
               or EDUCATION ONE in any disclosures or materials provided in
               connection with any Securitization Transaction or in any sales,
               marketing, or publicity activities, including, but not limited
               to, press releases, interviews with representatives of any
               written publication, television station or network, or radio
               station or network, without the prior written consent of Bank
               One.

       11.04   NOTICE OF CLAIMS. As a continuing obligation of FMC throughout
               the term of this Agreement, FMC shall notify Bank One of any
               claims, either filed or threatened to be filed, which materially
               affect, or could materially affect its performance under this
               Agreement. Additionally, in the event FMC is the subject of
               material litigation or experiences a material adverse change in
               its financial condition or business, FMC shall provide Bank One
               with adequate assurance of FMC's ability to perform under this
               Agreement.

       11.05   LIMITED EXCLUSIVE AGREEMENT. This Agreement establishes an
               exclusive arrangement between FMC and Bank One for the purchase
               and sale of EDUCATION ONE Loans during the term of this Agreement
               and Bank One will use and promote the "EDUCATION ONE" brand name
               and market the EDUCATION ONE Program exclusively in connection
               with the transactions described in this Agreement. Subject to the
               foregoing, FMC recognizes that Bank One now and in the future
               will offer and originate other private education loans. Likewise,
               Bank One recognizes that FMC will be free now and in the future
               to promote other education loans and purchase loans from lenders
               under other programs. The parties expressly agree that this
               Agreement in no way establishes an exclusive arrangement between
               FMC and Bank One except as provided in this Section. FMC
               acknowledges and agrees that it acquires no interest in the name
               EDUCATION ONE by virtue of this Agreement and that FMC will not
               use the name EDUCATION ONE after termination of this Agreement.

       11.06   SURVIVAL. The provisions relating to the following rights and
               obligations shall survive the termination, cancellation,
               expiration and/or rescission of this Agreement: Ownership,
               Privacy of Consumer Financial Information, Warranty, Limitation
               of Liability, Indemnification, and
               Confidentiality/Non-Disclosure. In addition, any provisions
               relating to the enforcement of any of the surviving provisions
               and any remedies available under this Agreement shall also
               survive.

       11.07   RELATIONSHIP OF PARTIES. Except as otherwise specifically set
               forth in this Agreement, this Agreement shall not be construed as
               authority for either party to act for the other in any agency,
               partnership, joint venture or any other capacity or to make
               commitments of any kind for the account of or on behalf of the
               other.

                                       33
<Page>

       11.08   SCHEDULES AND EXHIBITS. In the event of a conflict between the
               terms of this Agreement, as may be amended from time to time, and
               any schedule or Exhibit, the terms of this Agreement shall
               govern.

       11.09   CONFIDENTIALITY. Both FMC and Bank One have made and will
               continue throughout the term of this Agreement to make available
               to the other party confidential and proprietary materials and
               information ("Proprietary Information"). Prospectively, each
               party shall advise the other of material and information that is
               confidential and/or proprietary. All material and information
               provided by Bank One or FMC (including any Purchaser Trust) to
               the other or any of its Affiliates (including any Purchaser
               Trust) relating to the business, policies, procedures, customs,
               forms, customers and strategies of the disclosing party or any of
               its Affiliates, including information previously divulged or
               delivered to FMC or any Purchaser Trust by Bank One or to Bank
               One by FMC regarding the aforementioned subject matter is hereby
               designated as confidential and proprietary and shall be
               considered to be Proprietary Information. It is understood that
               the obligations set forth in this Section do not apply to
               materials or information that: (i) are already, or otherwise
               become, generally known by third parties as a result of no act or
               omission of the receiving party; (ii) subsequent to disclosure
               hereunder are lawfully received from a third party having the
               right to disseminate the information without restriction on
               disclosure; (iii) are generally furnished to others by the
               disclosing party without restriction on disclosure; (iv) were
               already known by the receiving party prior to receiving them from
               the disclosing party and were not received from a third party in
               breach of that third party's obligations of confidentiality; or
               (v) are independently developed by the receiving party without
               the use of Proprietary Information of the disclosing party.

               Each party shall maintain the confidentiality of the other
               party's Proprietary Information and will not use or disclose such
               Proprietary Information without the prior written consent of the
               other party. Notwithstanding the foregoing, Bank One may disclose
               FMC's Proprietary Information to its Affiliates, agents, and
               other third parties to effectuate this Agreement, provided that
               such parties are under a similar obligation to maintain the
               confidentiality of FMC's Proprietary Information. Notwithstanding
               the foregoing, FMC may disclose such Proprietary Information to a
               Purchaser Trust, to FMC's Affiliates, their agents, and other
               third parties to effectuate this Agreement, provided that such
               parties are under a corresponding written obligation to maintain
               the confidentiality of Bank One's Proprietary Information.

               Further, the parties may disclose the other's Proprietary
               Information in a judicial or quasi-judicial proceeding when
               required to do so by law when responding to a subpoena,
               deposition notice or similar judicial or governmental demand; in
               such situations, however, the party being requested to disclose
               the other's Proprietary Information shall endeavor to provide
               notice to the other party whereby the other party may intervene
               in the proceeding, if it wishes, and endeavor to prevent such

                                       34
<Page>

               disclosure. Additionally, the parties may disclose the other's
               Proprietary Information to their various regulatory agencies.

               Notwithstanding any contrary provision of this Agreement, as long
               as each party protects the Proprietary Information of the other,
               neither the exposure to the other party's Proprietary
               Information, nor its ownership of work products, shall prevent
               either party from using ideas, concepts, expressions, know-how,
               skills and experience possessed by either party prior to its
               association with the other party or developed by either party
               during its association with the other party, so long as the
               Proprietary Information of the other party is not used.

               Notwithstanding any contrary provision of this Agreement, the
               parties acknowledge and agree that nothing in this Agreement
               restricts: (i) sharing Loan Information with FMC or any Purchaser
               Trust or any of their Affiliates to track loans in preparation
               for a Securitization Transaction as described in Section 2.03
               above, (ii) providing Loan Information to FMC or any Purchaser
               Trust or any of their Affiliates as a purchaser of loans in a
               Securitization Transaction, (iii) sharing Loan Information among
               TERI, FMC, and their Affiliates for purposes of servicing loans
               under the Origination Agreement or Sub-Servicing Agreement
               between TERI and Affiliates of FMC, or (iv) using, manipulating,
               or sharing Loan Data.

                                       35
<Page>

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                 BANK ONE, NATIONAL ASSOCIATION
                                 (Columbus, Ohio) (Bank One):

                                 By:    /s/ Myra Busch Goetz
                                     -------------------------------------------

                                 Print Name:    Myra Busch Goetz
                                             -----------------------------------

                                 Title:   Vice President, Education Lending
                                        ----------------------------------------


                                 THE FIRST MARBLEHEAD CORPORATION
                                 (FMC)

                                 By:       /s/ Ralph James
                                     -------------------------------------------

                                 Print Name:   Ralph James
                                             -----------------------------------

                                 Title:        President
                                        ----------------------------------------

                                       36
<Page>

                             NOTE PURCHASE AGREEMENT
                                INDEX TO EXHIBITS

Exhibit A      Pool Supplement

Exhibit B      Co-Lender Indemnification Agreement

Exhibit C      Monthly File Report Layout - EOM Servicing

Exhibit D      Monthly File Report Layout - Transactional Detail

Exhibit E      Weekly Origination Transmission File Data Elements

                                       37
<Page>

                                    EXHIBIT A
                                 Pool Supplement

This Pool Supplement ("Supplement") is entered into pursuant to and forms a part
of that certain Amended and Restated Note Purchase Agreement (the "Agreement")
dated as of __________, 2002 by and between The First Marblehead Corporation
("FMC") and Bank One, National Association (Columbus, Ohio) ("Bank One"). This
Supplement is dated ____________________, _______ . Capitalized terms used in
this Supplement without definitions have the meaning set forth in the Agreement.

       ARTICLE 1: PURCHASE AND SALE.

       In consideration of the Minimum Purchase Price set forth in Schedule 1
attached hereto, Program Lender hereby transfers, sells, sets over and assigns
to [name of purchasing entity] ("Purchaser Trust"), upon the terms and
conditions set forth in the Agreement (which are incorporated herein by
reference with the same force and effect as if set forth in full herein), each
EDUCATION ONE Loan described in the attached Schedule 2 ("the Transferred
EDUCATION ONE Loans") along with all of Program Lender's rights under the
Guaranty Agreement relating to the Transferred EDUCATION ONE Loans. Program
Lender hereby transfers and delivers to the Purchaser Trust each EDUCATION ONE
Note evidencing such EDUCATION ONE Loan and all Origination Records relating
thereto, in accordance with the terms of the Agreement. Purchaser Trust hereby
purchases said EDUCATION ONE Notes on said terms and conditions.

       ARTICLE 2: PRICE.

       The amounts paid pursuant to this Supplement are:

FOR OLD LOANS, the term "Minimum Purchase Price" shall mean the sum of:

(b) The unpaid principal amount of the EDUCATION ONE Loans in question [**];
    plus

(b) all accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus

(c) all fees paid by Bank One to TERI with respect to such EDUCATION ONE Loans
    [**]; plus

(d) a marketing fee and loan premium, [**], as follows:

   (A) With respect to [**] as described in Schedule 3.3 to the Guaranty
   Agreement:

       (i)     [**]% with respect to Undergraduate Cosigned Loans;

       (ii)    [**]% with respect to Graduate Cosigned Loans;

                                       38
<Page>

       (iii)   [**]% with respect to Continuing Education Loans (both Cosigned
               and Creditworthy);

       (iv)    [**]% with respect to K-12 loans.

   (B) With respect to Loans that do not qualify as Premium Loans as described
   in schedule 3.3 to the Guaranty Agreement:

       (i)     [**]% with respect to Undergraduate Cosigned Loans;

       (ii)    [**]% with respect to Graduate Cosigned Loans;

       (iii)   [**]% with respect to Continuing Education Loans (both Cosigned
               and Creditworthy);

       (iv)    [**]% with respect to K-12 loans;

       in either case, plus;

(e) the amount of any Guaranty Fees [**].

       FOR NEW LOANS, the term "Minimum Purchase Price" shall mean the sum of:

(a)    The unpaid principal amount [**]; plus

(b)    all accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus

(c)    all fees paid by Bank One to TERI with respect to such EDUCATION ONE
       Loans [**], plus

(d)    a marketing fee and loan premium, [**], as follows (for tier references,
       see Schedule 3.3 of the Guaranty Agreement):

       (i)     with respect to Undergraduate Creditworthy Loans, [**]% [**] and
               [**]% for;

       (ii)    with respect to Graduate Creditworthy Loans, [**]% [**] and [**]%
               for [**];

       (iii)   with respect to Continuing Education Loans (both Cosigned and
               Creditworthy), [**]% [**] and [**]% [**];

       (iv)    with respect to K-12 loans, [**]%, plus;

(e)    the amount of any Guaranty Fees [**].

                                       39
<Page>

       ARTICLE 3: REPRESENTATIONS AND WARRANTIES.

       3.01.   BY PROGRAM LENDER.

       Bank One repeats the representations and warranties contained in
Section 5.02 of the Agreement and confirms the same are true and correct as of
the date hereof with respect to the Agreement and to this Supplement.

       3.02.   BY PURCHASER TRUST.

       The Purchaser Trust hereby represents and warrants to the Bank One that
at the date of execution and delivery of this Supplement by the Purchaser Trust:

       (a)     The Purchaser Trust is duly organized and validly existing as a
business trust under the laws of the State of Delaware with the due power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority and legal right to acquire and own
the Transferred EDUCATION ONE Loans.

       (b)     The Purchaser Trust is duly qualified to do business and has
obtained all necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require such
qualifications.

       (c)     The Purchaser Trust has the power and authority to execute and
deliver this Pool Supplement and to carry out its respective terms; the
Purchaser Trust has the power and authority to purchase the Transferred
EDUCATION ONE Loans and rights relating thereto as provided herein from the Bank
One and the Purchaser Trust has duly authorized such purchase from the Bank One
by all necessary action; and the execution, delivery and performance of this
Pool Supplement has been duly authorized by the Purchaser Trust by all necessary
action on the part of the Purchaser Trust.

       (d)     This Pool Supplement, together with the Agreement of which this
Supplement forms a part, constitutes a legal, valid and binding obligation of
the Purchaser Trust, enforceable in accordance with its terms.

       (e)     The consummation of the transactions contemplated by the
Agreement and this Supplement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
governing instruments of the Purchaser Trust or any indenture, agreement or
other instrument to which the Purchaser Trust is a party or by which it is
bound; or 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; or violate any law or any order, rule or regulation applicable to
the Purchaser Trust of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Purchaser Trust or its properties.

                                       40
<Page>

       (f)     There are no proceedings or investigations pending, or
threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Purchaser Trust or its
properties: (1) asserting the invalidity of the Agreement or this Pool
Supplement, (2) seeking to prevent the consummation of any of the transactions
contemplated by the Agreement or this Pool Supplement, or (3) seeking any
determination or ruling that is likely to materially or adversely affect the
performance by the Purchaser Trust of its obligations under, or the validity or
enforceability of the Agreement or this Pool Supplement.

       ARTICLE 4: CROSS RECEIPT.

       Bank One hereby acknowledges receipt of the Minimum Purchase Price.
Purchaser Trust hereby acknowledges receipt of the Transferred EDUCATION ONE
Loans included in the Pool.

       ARTICLE 5: ASSIGNMENT OF ORIGINATION, GUARANTY AND SERVICING RIGHTS.

       Bank One hereby assigns and sets over to Purchaser Trust any claims it
may now or hereafter have under the Guaranty Agreement, the Origination
Agreement, and the Servicing Agreement to the extent the same relate to the
Transferred EDUCATION ONE Loans described in Schedule 2, other than any right to
obtain servicing after the date hereof. It is the intent of this provision to
vest in Purchaser Trust any claim of Bank One relating to defects in
origination, guaranty, or servicing of the loans purchased hereunder in order to
permit Purchaser Trust to assert such claims directly and obviate any need to
make the same claims against Bank One under this Agreement.

       ARTICLE 6: OWNER TRUSTEE.

       It is expressly understood and agreed by the parties hereto that (a) this
Pool Supplement is executed and delivered by ___________________________ (the
"Owner Trustee") not individually or personally, but solely as owner trustee of
the Purchaser Trust under the Trust Agreement dated as of ____________________,
with _____________________, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Purchaser Trust are made and intended
not as personal representations, undertakings and agreements by the Owner
Trustee, but are made and intended for the purpose for binding only the
Purchaser Trust, (c) nothing herein contained shall be construed as creating any
personal or individual liability on the Owner Trustee, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereby and by any person claiming by, through,
or under the parties hereto, and (d) under no circumstances shall the Owner
Trustee be personally liable for the payment of any indebtedness or expenses of
the Purchaser Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Purchaser Trust
under this Supplement or any other documents related to the EDUCATION ONE Notes.

                                       41
<Page>

       IN WITNESS WHEREOF, the parties have caused this Supplement to be
executed as of the date set forth above.


                                        THE FIRST MARBLEHEAD
                                        CORPORATION


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


                                        PURCHASER NAME:


                                        By: OWNER TRUSTEE

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


                                        BANK ONE, N.A.
                                        (Columbus, Ohio)


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


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

                                       42
<Page>

                          Schedule 1 to Pool Supplement
                                    (SAMPLE)

                               SETTLEMENT SCHEDULE
                                 FMC 200__-CP-__

PROGRAM NAME LOANS

<Table>
<Caption>
# of Loans               Total Principal           Accrued Interest at Note Rate
----------               ---------------           -----------------------------
<S>                      <C>                       <C>


</Table>

                                       43
<Page>

                                    EXHIBIT B

                       CO-LENDER INDEMNIFICATION AGREEMENT

       THIS CO-LENDER INDEMNIFICATION AGREEMENT (the "Agreement") is made as of
[DATE], by and between [Names and Addresses of Co-Lenders] ("Co-Lender"), and
Bank One, National Association (Columbus, Ohio) ("Bank One"), a national banking
association organized under the laws of the United States, with its headquarters
and principal place of business located at Columbus, Ohio (Co-Lender and Bank
One are sometimes collectively referred to as the "Lenders" and are each
sometimes severally referred to as a "Lender").

RECITALS

       A.      The Lenders are participants in certain private education loan
               programs to pay the costs of attending institutions of education
               which are themselves participants in the TERI Program (the
               "Participating Institutions") whereunder such loans (the "TERI
               Loans") are guaranteed by The Education Resources Institute, Inc.
               ("TERI") (collectively, the "TERI Programs").

       B.      Each of the Lenders, individually, have entered into an agreement
               (each, a "Purchase Agreement") with The First Marblehead
               Corporation or The National Collegiate Trust, pursuant to which
               Purchase Agreements such Lenders have agreed to sell certain TERI
               Loans to [Name of Purchasing Entity] (the "Purchaser Trust"),
               each such purchase to be funded through the issuance and sale of
               certificates, bonds or other evidences of indebtedness, the
               repayment of which are supported by such TERI Loans (the "Subject
               Securitization Transaction").

       C.      As a condition precedent to the obligation of each Lender to
consummate the sale of TERI Loans originated by them to the Purchaser Trust, all
Lenders whose TERI-Guaranteed Loans will be included in the Subject
Securitization Transaction are required to execute and deliver to the other
Lenders requesting same a copy of this Agreement.

       NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
REPRESENTATIONS AND WARRANTIES

       1.01    Each Lender represents and warrants to each other Lender
requesting this Agreement, as to itself, that as of the date hereof:

       (a)     It is a national banking association, duly organized, validly
existing and in good standing under the laws of the United States and has the
power and authority to originate and/or

                                       44
<Page>

hold TERI Loans, to consummate the transaction contemplated by the Purchase
Agreement to which it is a party, and to execute and deliver and perform its
obligations under this Agreement;

       (b)     This Agreement has been duly authorized, executed and delivered
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms except as enforceability may be limited by (a) the
receivership, conservatorship and similar supervisory powers of bank regulatory
agencies generally, as well as bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors; (b) general principles of equity
(including availability of equitable remedies), whether enforcement is sought in
a proceeding in equity or at law; and (c) applicable securities laws and public
policy considerations underlying the securities laws to the extent that such
public policy considerations limit the enforceability of the provisions of this
Agreement which purport to provide indemnification with respect to securities
law liabilities;

       (c)     Each TERI Loan included in the Subject Securitization Transaction
originated by it is the valid, binding and enforceable obligation of the
borrower executing the same, and of any cosigner thereto, enforceable against
the borrower and cosigner thereunder in accordance with its terms except as
enforceability may be affected by bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally and by equitable
principles;

       (d)     At the time of origination, each TERI Loan included in the
Subject Securitization Transaction originated by it and any accompanying notices
and disclosures conforms in all material respects to all applicable state and
federal laws, rules and regulations and the origination thereof was conducted in
material compliance with all applicable state and federal laws concerning the
actions of the Lender, including, without limitation, the Equal Credit
Opportunity Act;

       (e)     At the time of origination, each-TERI Loan included in the
Subject Securitization Transaction originated by it is in compliance in all
material respects with any applicable usury laws at the time made and as of the
time of sale to the Purchaser Trust pursuant to the Purchase Agreement to which
Lender is a party; and

       (f)     The respective Lender has no actual knowledge of any defense to
payment with respect to any TERI Loan included in the Subject Securitization
Transaction originated by it nor is there any action before any state or federal
court, administrative or regulatory body, pending against the Lender with regard
to its TERI Loans in which an adverse result would have a material adverse
effect upon the validity or enforceability of its TERI Loans.

ARTICLE 2
INDEMNIFICATION

       2.01    Cross-Indemnification. Each Lender (an "Indemnifying Party")
hereby agrees to indemnify, hold harmless and defend each other and such other
Lender's respective officers, directors, employees, attorneys, agents (not
including any Participating Institution or the servicer of any TERI Loan) and
each person who controls such other Lender within the meaning of either

                                       45
<Page>

Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended (collectively and severally, the
"Indemnified Parties"), from and against any and all claims, obligations,
penalties, actions, suits, judgments, costs, disbursements, losses, liabilities
and/or damages (including, without limitation, reasonable external attorneys'
fees and the allocated costs of internal salaried attorneys) of any kind
whatsoever which may at any time be imposed on, assessed against or incurred by
any such Indemnified Party in any way relating to or arising out of the material
inaccuracy or incompleteness of any representation or warranty made by the
Indemnifying Lender hereunder or the material inaccuracy or incompleteness of
any representation or warranty made by the Indemnifying Lender to any
Participating Institution in connection with the TERI Program or the Subject
Securitization Transaction. The indemnity provided by each Indemnifying Lender
hereunder is in addition to any liability which such Lender may otherwise have
to the Indemnified Parties, at law, in equity or otherwise, in connection with
the Subject Securitization Transaction.

       2.02    Procedure for Indemnification. In case any proceeding (including
any governmental investigation) shall be instituted against any Indemnified
Party in respect of which indemnity is sought pursuant to Section 2.01, such
Indemnified Party shall promptly notify the applicable Indemnifying Party in
writing. The Indemnifying Party, upon request of the Indemnified Party, shall
acknowledge its obligation, subject to the terms hereof, to indemnify the
Indemnified Party in writing and shall retain counsel reasonably satisfactory to
the Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and the Indemnifying Party
shall pay the fees and disbursements of such counsel related to such proceeding,
within a reasonable period of time after such fees and disbursements are billed
by such counsel. If the Indemnifying Party fails to acknowledge its obligation,
subject to the terms hereof, to indemnify in writing or fails to retain such
counsel within a reasonable period of time after such notice was given, then the
Indemnified Party shall have the right to retain its own counsel, and the fees
and expenses of such counsel shall be at the expense of the Indemnifying Party.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (a) the preceding sentence is applicable, (b)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to
the retention of such counsel or (c) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all such Indemnified Parties, and that all such fees and
expenses shall be reimbursed as they are incurred.

       2.03    Settlements of Proceedings. The Indemnifying Party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment.
No Indemnifying Party, without the prior written consent of the Indemnified
Party, shall effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified

                                       46
<Page>

Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject of such proceeding.

ARTICLE 3
MISCELLANEOUS

       3.01    Notices. All demands, notices and communications upon or to any
Lender under this Agreement shall be in writing, personally delivered or mailed
by certified mail, return receipt requested, to such Lender at its address set
forth below or to such other address as may hereafter be furnished by such
Lender to the other Lenders hereunder in writing, and shall be deemed to have
been duly given upon receipt.

       If to Co-Lender:


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

       with a copy to:


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


       If to Bank One:

       Bank One, N.A.
       Mary L. Polsley
       Vice President
       2 Pinehurst Court
       Frisco, Texas 75034
       Fax No.: 469-384-1019

       With a copy to:

       EDUCATION ONE Group
       11100 USA Parkway
       Indianapolis, Indiana 46038
       Attn: Joseph F. Sergi
       Fax No.: 317-578-6082

       3.02    Successors and Assigns. This Agreement is binding on the Lenders
and their respective successors and assigns. No Lender shall assign its rights
or obligations under this

                                       47
<Page>

Agreement without the prior written consent of all other Lender hereunder, other
than to its wholly owned affiliate, and any assignment in violation of this
prohibition shall be automatically deemed null and void.

       3.03    Arbitration. The parties acknowledge that this Agreement
evidences a transaction involving interstate commerce. Any controversy or claim
arising out of or relating to this Agreement, or the breach of the same, shall
be settled through consultation and negotiation in good faith and a spirit of
mutual cooperation for up to fifteen (15) days commencing on the date when one
party gives written notice to the other party of any controversy or claim.
However, if those attempts fail, the parties agree that any misunderstandings or
disputes arising from this Agreement shall be decided by binding arbitration
which shall be conducted, upon request by either party, in New York, New York or
such other mutually agreed upon location, before one (1) arbitrator designated
by the American Arbitration Association (the "AAA"), in accordance with the
terms of the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the United States Arbitration Act (Title 9 of the United States
Code). Notwithstanding anything herein to the contrary, either party may proceed
to a court of competent jurisdiction to obtain equitable relief at any time.

       3.04    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.

       3.05    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.

       3.06    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.

       3.07    Amendment. This Agreement may not be amended nor terms or
provisions hereof waived unless such amendment or waiver is in writing and
signed by all parties hereto.

       3.08    No Waiver. No delay or failure by any party to exercise any
right, power or remedy hereunder shall constitute a waiver thereof by such
party, and no single or partial exercise by any party of any right, power or
remedy shall preclude other or further exercise thereof or any exercise of any
other rights, powers or remedies.

       3.09    Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings relating to the subject
matter hereof and thereof.

                                       48
<Page>

       3.10    Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York without regard to
its conflict of laws doctrine.

       3.11    No Third Party Beneficiaries. This Agreement is made and entered
into for the protection and legal benefit of the parties hereto, their permitted
successors and assigns, and each and every Indemnified Party, and no other
person shall be a direct or indirect beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement.

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

                                        CO-LENDER(S)

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


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


                                        [LENDER NAME]


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


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

                                       49
<Page>

                      EXHIBIT C TO NOTE PURCHASE AGREEMENT
                   MONTHLY FILE REPORT LAYOUT - EOM SERVICING

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
BF-SSN                                                    1          9          N           X(9)                   Spaces
  Borrower Social Security Number

LN-SEQ                                                    10         4          N           9(4)                   Zeros
  Loan sequence number

LD-END-GRC-PRD                                            14         10         A/N         MM/DD/CCYY             Spaces
  Grace period end date

Field sign. Positive or negative value.                   24         1          N           X(1)                   Spaces
   Blank value = positive

LN-MTH-GRC-PRD-DSC                                        25         3          N           9(3)                   Zeros
  Number of months disclosed for the grace
period.

LD-TRM-END                                                28         10         A/N         MM/DD/CCYY             Spaces
  Loan term end date

LD-TRM-BEG                                                38         10         A/N         MM/DD/CCYY             Spaces
  Loan term begin date

LF-GTR-RFR                                                48         12         A/N         X(12)                  Spaces
  Guarantor reference identification number

LF-DOE-SCL-ORG                                            60         8          A/N         X(8)                   Spaces
  Original school identifier

LC-SCY-PGA                                                68         2          A/N         X(2)                   Spaces
  Secondary program administrator code

WX-SCY-PGA                                                70         20         A/N         X(20)                  Spaces
  Text description for Secondary program
</Table>

<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
administrator code

IC-LON-PGM                                                90         6          A/N         X(6)                   Spaces
  Type of Loan

LF-RGL-CAT-LP06                                           96         7          A/N         Internal Use           Spaces
  Regulatory category code for Interest Rate

IF-DOE-LDR                                                103        8          A/N         X(8)                   Spaces
  Lender Department of Education code

IF-GTR                                                    111        6          A/N         X(6)                   Spaces
  Guarantor code

LF-STU-SSN                                                117        9          A/N         X(9)                   Spaces
  Student's social security number

LD-LON-1-DSB                                              126        10         A/N         MM/DD/CCYY             Spaces
  Date of the first disbursement for the loan

LC-ACA-GDE-LEV                                            136        2          A/N         X(2)                   Spaces
  Academic Grade Level

WX-ACA-GDE-LEV                                            138        20         A/N         X(20)                  Spaces
  Text description for Academic Grade Level

LC-SCY-PGA-PGM-YR                                         158        1          A/N         X(1)                   Spaces
  Secondary party administration program year
code

WX-SCY-PGA-PGM-YR                                         159        20         A/N         X(20)                  Spaces
  Text description for Secondary party
administration program year

IC-HSP-CSE                                                179        3          A/N         X(3)                   Spaces
  Hospital course code

WX-HSP-CSE                                                182        20         A/N         X(20)                  Spaces
</Table>

                                       51
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Text description for Hospital course code

IF-OWN                                                    202        8          A/N         X(8)                   Spaces
  Current Owner code

LD-LON-EFF-ADD                                            210        10         A/N         MM/DD/CCYY             Spaces
  Effective loan add date

Field sign. Positive or negative value.                   220        1          N           X(1)                   Spaces
   Blank value = positive

LA-R78-INT-MAX                                            221        8          N           99999.99               Zeros
  Maximum amount of Rule 78 interest charged
to the loan

Field sign. Positive or negative value.                   229        1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-GRC-RMN                                            230        4          N           9(4)                   Zeros
  Number of days remaining in grace

Field sign. Positive or negative value.                   234        1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-ENR-ELP                                            235        4          N           9(4)                   Zeros
  Number of days elapsed in enrollment

WD-RPY-BEG                                                239        10         A/N         MM/DD/CCYY             Spaces
  Repayment begin date

Field sign. Positive or negative value.                   249        1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-RPD-ELP                                            250        5          N           9(5)                   Zeros
  Number of days elapsed in repayment

Field sign. Positive or negative value.                   255        1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-RPD-ELP                                            256        3          N           9(3)                   Zeros
</Table>

                                       52
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Number of months elapsed in repayment

IM-PGA-SHO                                                259        20         A/N         X(20)                  Spaces
  Program Administration Short Name

IM-GTR-SHO                                                279        20         A/N         X(20)                  Spaces
  Guarantor's Short Name

Field sign. Positive or negative value.                   299        1          N           X(1)                   Spaces
   Blank value = positive

WA-CUR-PRI                                                300        9          N           999999.99              Zeros
  Current end of month principal amount

Field sign. Positive or negative value.                   309        1          N           X(1)                   Spaces
   Blank value = positive

WA-CUR-BR-INT
  Current end of month borrower interest                  310        9          N           999999.99              Zeros
amount

Field sign. Positive or negative value.                   319        1          N           X(1)                   Spaces
   Blank value = positive

WA-CUR-GOV-INT                                            320        8          N           99999.99               Zeros
  Current end of month government interest
amount

Field sign. Positive or negative value.                   328        1          N           X(1)                   Spaces
   Blank value = positive

WA-CUR-OTH-CHR                                            329        8          N           99999.99               Zeros
  Current end of month "other charges" amount

Field sign. Positive or negative value.                   337        1          N           X(1)                   Spaces
   Blank value = positive

WA-AVG-DAY-BAL                                            338        9          N           999999.99              Zeros
  Average daily balance amount

Field sign. Positive or negative value.                   347        1          N           X(1)                   Spaces
</Table>

                                       53
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
   Blank value = positive

WA-PRV-MTH-PRI                                            348        9          N           999999.99              Zeros
  Amount of previous month principal

Field sign. Positive or negative value.                   357        1          N           X(1)                   Spaces
   Blank value = positive

WA-PRV-MTH-BR-INT                                         358        9          N           999999.99              Zeros
  Amount of previous month borrower interest

Field sign. Positive or negative value.                   367        1          N           X(1)                   Spaces
   Blank value = positive

WA-PRV-MTH-GOV-INT                                        368        8          N           99999.99               Zeros
  Amount of previous month government
interest

Field sign. Positive or negative value.                   376        1          N           X(1)                   Spaces
   Blank value = positive

WA-PRV-MTH-OTH-CHR                                        377        8          N           99999.99               Zeros
  Amount of previous month "other charges"

WM-BR-1                                                   385        13         A/N         X(13)                  Spaces
  Borrower's first name

WM-BR-MID                                                 398        13         A/N         X(13)                  Spaces
  Borrower's middle name

WM-BR-LST                                                 411        23         A/N         X(23)                  Spaces
  Borrower's last name

WM-BR-LST-SFX                                             434        4          A/N         X(04)                  Spaces
  Borrower's last name suffix

DD-BRT                                                    438        10         A/N         MM/DD/CCYY             Spaces
  Borrower's birth date
</Table>

                                       54
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WM-STU-1                                                  448        13         A/N         X(13)                  Spaces
  Student's first name

WM-STU-MID                                                461        13         A/N         X(13)                  Spaces
  Student's middle name

WM-STU-LST                                                474        23         A/N         X(23)                  Spaces
  Student's last name

WM-STU-LST-SFX                                            497        4          A/N         X(04)                  Spaces
  Student's last name suffix

WX-STR-ADR-1                                              501        32         A/N         X(32)                  Spaces
  Borrower's street address line 1

WX-STR-ADR-2                                              533        32         A/N         X(32)                  Spaces
  Borrower's street address line 2

WX-STR-ADR-3                                              565        32         A/N         X(32)                  Spaces
  Borrower's street address line 3

WM-CT-T                                                   597        22         A/N         X(22)                  Spaces
  Borrower's city (post office) address

DC-DOM-ST                                                 619        2          A/N         X(2)                   Spaces
  Borrower's state code

DF-ZIP-CDE                                                621        9          A/N         X(9)                   Spaces
  Borrower's zip code

DI-VLD-ADR                                                630        1          A/N         'Y' Valid Address      Spaces
  Borrower's address indicator                                                              'N' Invalid Address

DD-STA-PDEM30                                             631        10         A/N         MM/DD/CCYY             Spaces
  Date of last change to borrower's address
  information

DM-FGN-CNY                                                641        15         A/N         X(15)                  Spaces
  Borrower's Foreign country address
</Table>

                                       55
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
DM-FGN-ST                                                 656        15         A/N         X(15)                  Spaces
  Borrower's Foreign state address.

DN-PHN-XTN                                                671        4          A/N         X(04)                  Spaces
  Borrower's Phone extension

DN-DOM-PHN-LCL                                            675        4          A/N         X(04)                  Spaces
  Borrower's Phone number

DN-DOM-PHN-XCH                                            679        3          A/N         X(03)                  Spaces
  Borrower's Phone exchange

DN-DOM-PHN-ARA                                            682        3          A/N         X(03)                  Spaces
  Borrower's Phone area code

DN-FGN-PHN-INL                                            685        3          A/N         X(3)                   Spaces
  Borrower's Foreign phone international
access number

DN-FGN-PHN-CNY                                            688        3          A/N         X(3)                   Spaces
  Borrower's Foreign phone country number

DN-FGN-PHN-CT                                             691        4          A/N         X(4)                   Spaces
  Borrower's Foreign phone city number

DN-FGN-PHN-LCL                                            695        7          A/N         X(7)                   Spaces
  Borrower's Foreign phone local number

DI-PHN-VLD                                                702        1          A/N         'Y' Valid Phone        Spaces
  Borrower's Phone indicator                                                                'N' Invalid Phone

DD-SKP-BEG                                                703        10         A/N         MM/DD/CCYY             Spaces
  Skip Tracing begin date

WI-LON-COS                                                713        1          A/N         'Y' Have cosigner      Spaces
  Cosigner indicator                                                                        'N' No cosigner

WI-LON-CMK                                                714        1          A/N         'Y' Have co-maker      Spaces
  Comaker indicator                                                                         'N' No co-maker
</Table>

                                       56
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WI-LON-CBR                                                715        1          A/N         'N'                    Spaces
  Coborrower indicator

WI-OTH-EDS-TYP                                            716        1          A/N         'N'                    Spaces
  Other endorser indicator

WM-DOE-SCL-ORG                                            717        20         A/N         X(20)                  Spaces
  Name of the originating school

WC-TYP-SCL-ORG                                            737        2          A/N         X(2)                   Spaces
  Original school type code

WX-TYP-SCL-ORG                                            739        20         A/N         X(20)                  Spaces
  Text description for Original school type
code

WI-PPR-SCL-ORG                                            759        1          A/N         X(01)                  Spaces
  Original school proprietary school
indicator

LF-DOE-SCL-ENR-CUR                                        760        8          A/N         X(8)                   Spaces
  Identifier of the school currently enrolled
in

LD-SCL-SPR                                                768        10         A/N         MM/DD/CCYY             Spaces
  Last day of enrollment

Field sign. Positive or negative value.                   778        1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-GRC-ELP                                            779        4          N           9(4)                   Zeros
  Number of days elapsed in grace status

Field sign. Positive or negative value.                   783        1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-ENR-RMN
  Number of days remaining in enrollment
status                                                    784        4          N           9(4)                   Zeros
</Table>

                                       57
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WC-TYP-SCL-CUR                                            788        2          A/N         X(2)                   Spaces
  Current school type code

WX-TYP-SCL-CUR                                            790        20         A/N         X(20)                  Spaces
  Text description for Current school type
code

WI-PPR-SCL-CUR                                            810        1          A/N         X(01)                  Spaces
  Current school proprietary school indicator

IF-GTR-RPT-SCL                                            811        8          A/N         X(8)                   Spaces
  Guarantor reporting code for school

WC-SCL-CUR-DOM-ST                                         819        2          A/N         X(2)                   Spaces
  Current school state mail code

WC-SCL-ORG-DOM-ST                                         821        2          A/N         X(2)                   Spaces
  Original school state mail code

LD-RPS-1-PAY-DU                                           823        10         A/N         MM/DD/CCYY             Spaces
  When the borrower's first payment is due

LD-SNT-RPD-DIS                                            833        10         A/N         MM/DD/CCYY             Spaces
  Date repayment disclosure sent

LD-BIL-DU                                                 843        10         A/N         MM/DD/CCYY             Spaces
  Date the next installment bill is due

Field sign. Positive or negative value.                   853        1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-INT-CAP-FRQ                                        854        2          N           9(2)                   Zeros
  Interest capitalization frequency (in
number of months)

WX-INT-CAP-FRQ                                            856        15         A/N         X(15)                  Spaces
  Text description for the Interest
capitalization frequency
</Table>

                                       58
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
LC-TYP-SCH-DIS                                            871        2          A/N         X(2)                   Spaces
  Type of repayment schedule disclosed

WX-TYP-SCH-DIS                                            873        20         A/N         X(20)                  Spaces
  Text description for type of repayment
schedule disclosed

Field sign. Positive or negative value.                   893        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-1                                              894        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 1

Field sign. Positive or negative value.                   902        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-2                                              903        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 2

Field sign. Positive or negative value.                   911        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-3                                              912        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 3

Field sign. Positive or negative value.                   920        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-4                                              921        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 4

Field sign. Positive or negative value.                   929        1          N           X(1)                   Spaces
   Blank value = positive
</Table>

                                       59
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WA-RPS-ISL-5                                              930        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 5

Field sign. Positive or negative value.                   938        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-6
  Installment amount of loan repayment                    939        8          N           99999.99               Zeros
schedule 6

Field sign. Positive or negative value.                   947        1          N           X(1)                   Spaces
   Blank value = positive

WA-RPS-ISL-7                                              948        8          N           99999.99               Zeros
  Installment amount of loan repayment
schedule 7

Field sign. Positive or negative value.                   956        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-1                                              957        3          N           9(3)                   Zeros
  Loan repayment term 1

Field sign. Positive or negative value.                   960        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-2                                              961        3          N           9(3)                   Zeros
  Loan repayment term 2

Field sign. Positive or negative value.                   964        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-3                                              965        3          N           9(3)                   Zeros
  Loan repayment term 3

Field sign. Positive or negative value.                   968        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-4                                              969        3          N           9(3)                   Zeros
</Table>

                                       60
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Loan repayment term 4

Field sign. Positive or negative value.                   972        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-5                                              973        3          N           9(3)                   Zeros
  Loan repayment term 5

Field sign. Positive or negative value.                   976        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-6                                              977        3          N           9(3)                   Zeros
  Loan repayment term 6

Field sign. Positive or negative value.                   980        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-7                                              981        3          N           9(3)                   Zeros
  Loan repayment term 7

Field sign. Positive or negative value.                   984        1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-INI                                            985        3          N           9(3)                   Zeros
  Initial loan repayment term

Field sign. Positive or negative value.                   988        1          N           X(1)                   Spaces
   Blank value = positive

WA-1-DSB                                                  989        9          N           999999.99              Zeros
  Amount of first disbursement

Field sign. Positive or negative value.                   998        1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-TOT-DSB                                            999        9          N           999999.99              Zeros
  Total amount disbursed for loan
</Table>

                                       61
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
Field sign. Positive or negative value.                   1008       1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-TOT-INS-PRM                                        1009       8          N           99999.99               Zeros
  Total amount of loan insurance premiums

Field sign. Positive or negative value.                   1017       1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-TOT-ORG-FEE                                        1018       8          N           99999.99               Zeros
  Total amount of loan origination fees

Field sign. Positive or negative value.                   1026       1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-TOT-OTH-FEE                                        1027       8          N           99999.99               Zeros
  Total amount of other fees for loan

Field sign. Positive or negative value.                   1035       1          N           X(1)                   Spaces
   Blank value = positive

WA-ORG-PRI                                                1036       9          N           999999.99              Zeros
  Original amount of principal

WI-LON-FUL-DSB                                            1045       1          A/N         X(01)                  Spaces
  Fully disbursed loan indicator

LD-DSB                                                    1046       10         A/N         MM/DD/CCYY             Spaces
  Disbursement date

Field sign. Positive or negative value.                   1056       1          N           X(1)                   Spaces
   Blank value = positive

WA-LST-DSB                                                1057       9          N           999999.99              Zeros
  Amount of last disbursement

LD-DFR-BEG                                                1066       10         A/N         MM/DD/CCYY             Spaces
</Table>

                                       62
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Date deferment begins

LD-DFR-END                                                1076       10         A/N         MM/DD/CCYY             Spaces
  Date deferment ends

Field sign. Positive or negative value.                   1086       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-DFR-RMN                                            1087       4          N           9(4)                   Zeros
  Number of days remaining in deferment

LC-DFR-TYP                                                1091       2          A/N         X(2)                   Spaces
  Deferment type code

WX-DFR-TYP                                                1093       20         A/N         X(20)                  Spaces
  Text description for deferment type code

Field sign. Positive or negative value.                   1113       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-IN-DFR                                             1114       3          N           9(3)                   Zeros
  Number of months elapsed in deferment

LD-FOR-BEG
  Date current forbearance began                          1117       10         A/N         MM/DD/CCYY             Spaces

LD-FOR-END                                                1127       10         A/N         MM/DD/CCYY             Spaces
  Date current forbearance ends

Field sign. Positive or negative value.                   1137       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-FOR-RMN                                            1138       4          N           9(4)                   Zeros
  Number of days remaining in forbearance

LC-FOR-TYP                                                1142       2          A/N         X(2)                   Spaces
  Forbearance type code

WX-FOR-TYP                                                1144       20         A/N         X(20)                  Spaces
  Text description for forbearance type code
</Table>

                                       63
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
Field sign. Positive or negative value.                   1164       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-IN-FOR                                             1165       3          N           9(3)                   Zeros
  Number of months elapsed in forbearance

WI-INI-FOR-APL                                            1168       1          A/N         'Y' Initial            Spaces
  Indicates initial forbearance applied                                                     forbearance applied
during this period                                                                          within month
                                                                                            'N' Initial
                                                                                            forbearance not
                                                                                            applied within
                                                                                            month or no
                                                                                            forbearance exists

Field sign. Positive or negative value.                   1169       1          N           X(1)                   Spaces
   Blank value = positive

WN-SQ-FOR-APL                                             1170       3          N           9(3)                   Zeros
  Number of subsequent forbearances applied
during this period

WD-SBM-PCL                                                1173       10         A/N         MM/DD/CCYY             Spaces
  Date pre-claim submitted

WD-INI-CLM-SBM                                            1183       10         A/N         MM/DD/CCYY             Spaces
  Date initial claim submitted

LC-REA-CLP-LON                                            1193       2          A/N         X(2)                   Spaces
  Reason code for the claim/preclaim

WX-REA-CLP-LON                                            1195       20         A/N         X(20)                  Spaces
  Text description for reason code for the
claim/pre-claim

LD-CLM-REJ-RTN-ACL                                        1215       10         A/N         MM/DD/CCYY             Spaces
  Claim rejection/return actual posted date
</Table>

                                       64
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WD-INI-CLM-PD                                             1225       10         A/N         MM/DD/CCYY             Spaces
  Date initial claim paid

Field sign. Positive or negative value.                   1235       1          N           X(1)                   Spaces
   Blank value = positive

WA-INI-CLM-INT-PD                                         1236       8          N           99999.99               Zeros
  Amount of initial claim interest paid

Field sign. Positive or negative value.                   1244       1          N           X(1)                   Spaces
   Blank value = positive

WA-INI-CLM-PRI-PD                                         1245       9          N           999999.99              Zeros
  Amount of initial claim principal paid

Field sign. Positive or negative value.                   1254       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-CLM-AGE                                            1255       4          N           9(4)                   Zeros
  Number of days aging for the claim

WD-RS-INI-CLM                                             1259       10         A/N         MM/DD/CCYY             Spaces
  Date initial claim resubmitted

WD-SUP-CLM-SBM                                            1269       10         A/N         MM/DD/CCYY             Spaces
  Date supplemental claim submitted

WD-SUP-CLM-PD                                             1279       10         A/N         MM/DD/CCYY             Spaces
  Date supplemental claim paid

Field sign. Positive or negative value.                   1289       1          N           X(1)                   Spaces
   Blank value = positive

WA-SUP-CLM-INT-PD                                         1290       8          N           99999.99               Zeros
  Amount of supplemental claim interest paid

Field sign. Positive or negative value.                   1298       1          N           X(1)                   Spaces
   Blank value = positive
</Table>

                                       65
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WA-SUP-CLM-PRI-PD                                         1299       9          N           999999.99              Zeros
  Amount of supplemental claim principal paid

Field sign. Positive or negative value.                   1308       1          N           X(1)                   Spaces
   Blank value = positive

WA-FAT-NSI-AT-PR                                          1309       8          N           99999.99               Zeros
  Amount of borrower interest at time of
purchase

Field sign. Positive or negative value.                   1317       1          N           X(1)                   Spaces
   Blank value = positive

WA-PRI-AT-PR                                              1318       9          N           999999.99              Zeros
  Amount of principal at time of purchase

Field sign. Positive or negative value.                   1327       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-RPD-AFT-CVN                                        1328       5          N           9(5)                   Zeros
  Number of days in repayment after
conversion

WD-FAT-APL-LST-CAP                                        1333       10         A/N         MM/DD/CCYY             Spaces
  Date the last capitalization was applied

Field sign. Positive or negative value.                   1343       1          N           X(1)                   Spaces
   Blank value = positive

WA-FAT-NSI-LST-CAP                                        1344       8          N           99999.99               Zeros
  Amount last capitalized

Field sign. Positive or negative value.                   1352       1          N           X(1)                   Spaces
   Blank value = positive

WA-TOT-INT-CAP                                            1353       8          N           99999.99               Zeros
  Total amount of interest capped

Field sign. Positive or negative value.                   1361       1          N           X(1)                   Spaces
</Table>

                                       66
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
   Blank value = positive

WN-DAY-INT-CAP                                            1362       4          N           9(4)                   Zeros
  Number of days of interest capped

Field sign. Positive or negative value.                   1366       1          N           X(1)                   Spaces
   Blank value = positive

WA-INT-WOF                                                1367       8          N           99999.99               Zeros
  Amount of interest write-off

Field sign. Positive or negative value.                   1375       1          N           X(1)                   Spaces
   Blank value = positive

WA-PRI-WOF                                                1376       9          N           999999.99              Zeros
  Amount of principal write-off

WD-LST-BR-PAY                                             1385       10         A/N         MM/DD/CCYY             Spaces
  Date of the last borrower payment

Field sign. Positive or negative value.                   1395       1          N           X(1)                   Spaces
   Blank value = positive

WA-LST-PRI-PAY                                            1396       9          N           999999.99              Zeros
  Amount of the last principal payment

Field sign. Positive or negative value.                   1405       1          N           X(1)                   Spaces
   Blank value = positive

WA-LST-INT-PAY                                            1406       8          N           99999.99               Zeros
  Amount of the last interest payment

WC-REA-ZRO-BAL                                            1414       2          A/N         X(2)                   Spaces
  Zero balance reason code

WX-REA-ZRO-BAL                                            1416       20         A/N         X(20)                  Spaces
  Text description for zero balance reason
code

WC-SUB-REA-ZRO-BAL                                        1436       2          A/N         X(2)                   Spaces
</Table>

                                       67
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Zero balance sub type reason code

WX-SUB-REA-ZRO-BAL                                        1438       20         A/N         X(20)                  Spaces
  Text description for zero balance sub-type
reason code

WD-ZRO-BAL-APL                                            1458       10         A/N         MM/DD/CCYY             Spaces
  Date zero balance applied

WD-ZRO-BAL-EFF                                            1468       10         A/N         MM/DD/CCYY             Spaces
  Date zero balance effective

Field sign. Positive or negative value.                   1478       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-DLQ-ISL                                            1479       4          N           9(4)                   Zeros
  Number of days of delinquent installment

WD-DLQ-DCO-ISL                                            1483       10         A/N         MM/DD/CCYY             Spaces
  Date condition occurred - delinquency for
installment

Field sign. Positive or negative value.                   1493       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-DLQ-INT                                            1494       4          N           9(4)                   Zeros
  Number of days of delinquency interest

WD-DLQ-DCO-INT                                            1498       10         A/N         MM/DD/CCYY             Spaces
  Date condition occurred - delinquency for
interest

WC-LON-STA                                                1508       2          A/N         X(2)                   Spaces
  Loan life cycle status code

WX-LON-STA                                                1510       10         A/N         MM/DD/CCYY             Spaces
  Text description decoded for loan life
</Table>

                                       68
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
cycle status code

WC-LON-SUB-STA                                            1520       2          A/N         X(2)                   Spaces
  Loan life cycle sub status code

WX-LON-SUB-STA                                            1522       12         A/N         X(12)                  Spaces
  Text description decoded for loan life
cycle sub-status code

Field sign. Positive or negative value.                   1534       1          N           X(1)                   Spaces
   Blank value = positive

WN-RPS-TRM-RMN                                            1535       3          N           9(3)                   Zeros
  Remaining loan repayment term

Field sign. Positive or negative value.                   1538       1          N           X(1)                   Spaces
   Blank value = positive

WA-CUR-ISL                                                1539       8          N           99999.99               Zeros
  Current installment amount

WD-XPC-POF                                                1547       10         A/N         MM/DD/CCYY             Spaces
  Expected payoff date

Field sign. Positive or negative value.                   1557       1          N           X(1)                   Spaces
   Blank value = positive

WN-DAY-RPD-RMN                                            1558       5          N           9(5)                   Zeros
  Number of days remaining in repayment

IM-OWN-SHO                                                1563       20         A/N         X(20)                  Spaces
  Institution short name

IF-OWN-PRN                                                1583       8          A/N         X(8)                   Spaces
  Owner parent identifier

WM-OWN-PRN-SHO                                            1591       20         A/N         X(20)                  Spaces
  Super owner short name
</Table>

                                       69
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
IF-BND-ISS                                                1611       8          A/N         X(8)                   Spaces
  Owner bond issue identifier

LF-CUR-POR                                                1619       20         A/N         X(20)                  Spaces
  Current portfolio assigned by secondary
market

LD-OWN-EFF-SR                                             1639       10         A/N         MM/DD/CCYY             Spaces
  Ownership Effective Start Date

II-TX-BND                                                 1649       1          A/N         'Y' Bond issue         Spaces
  Taxable bond indicator                                                                    taxable
                                                                                            'N' Bond issue is
                                                                                            not taxable

ID-LON-SLE                                                1650       10         A/N         MM/DD/CCYY             Spaces
  Date the Loan was Sold

IF-SLL-OWN                                                1660       8          A/N         X(8)                   Spaces
  Seller's Owner ID Code

IC-OWN-DOM-ST                                             1668       2          A/N         X(2)                   Spaces
  Owner's State code

WC-ITR-TYP-1                                              1670       2          A/N         X(2)                   Spaces
  Interest type code 1

WC-ITR-TYP-2                                              1672       2          A/N         X(2)                   Spaces
  Interest type code 2

WC-ITR-TYP-3                                              1674       2          A/N         X(2)                   Spaces
  Interest type code 3

WC-ITR-TYP-4                                              1676       2          A/N         X(2)                   Spaces
  Interest type code 4

WX-ITR-TYP-1                                              1678       20         A/N         X(20)                  Spaces
  Text description for interest type code 1
</Table>

                                       70
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WX-ITR-TYP-2                                              1698       20         A/N         X(20)                  Spaces
  Text description for interest type code 2

WX-ITR-TYP-3                                              1718       20         A/N         X(20)                  Spaces
  Text description for interest type code 3

WX-ITR-TYP-4                                              1738       20         A/N         X(20)                  Spaces
  Text description for interest type code 4

WD-ITR-EFF-BEG-1                                          1758       10         A/N         MM/DD/CCYY             Spaces
  Effective begin date for interest type 1

WD-ITR-EFF-BEG-2                                          1768       10         A/N         MM/DD/CCYY             Spaces
  Effective begin date for interest type 2

WD-ITR-EFF-BEG-3                                          1778       10         A/N         MM/DD/CCYY             Spaces
  Effective begin date for interest type 3

WD-ITR-EFF-BEG-4                                          1788       10         A/N         MM/DD/CCYY             Spaces
  Effective begin date for interest type 4

WD-ITR-EFF-END-1                                          1798       10         A/N         MM/DD/CCYY             Spaces
  Effective end date for interest type code 1

WD-ITR-EFF-END-2                                          1808       10         A/N         MM/DD/CCYY             Spaces
  Effective end date for interest type code 2

WD-ITR-EFF-END-3                                          1818       10         A/N         MM/DD/CCYY             Spaces
  Effective end date for interest type code 3

WD-ITR-EFF-END-4                                          1828       10         A/N         MM/DD/CCYY             Spaces
  Effective end date for interest type code 4

WD-ITR-APL-1                                              1838       10         A/N         MM/DD/CCYY             Spaces
  Application date for interest type code 1

WD-ITR-APL-2                                              1848       10         A/N         MM/DD/CCYY             Spaces
  Application date for interest type code 2
</Table>

                                       71
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WD-ITR-APL-3                                              1858       10         A/N         MM/DD/CCYY             Spaces
  Application date for interest type code 3

WD-ITR-APL-4                                              1868       10         A/N         MM/DD/CCYY             Spaces
  Application date for interest type code 4

Field sign. Positive or negative value.                   1878       1          N           X(1)                   Spaces
   Blank value = positive

WR-ITR-1                                                  1879       6          N           99.999                 Zeros
  Interest rate for interest type code 1

Field sign. Positive or negative value.                   1885       1          N           X(1)                   Spaces
   Blank value = positive

WR-ITR-2                                                  1886       6          N           99.999                 Zeros
  Interest rate for interest type code 2

Field sign. Positive or negative value.                   1892       1          N           X(1)                   Spaces
   Blank value = positive

WR-ITR-3
  Interest rate for interest type code 3                  1893       6          N           99.999                 Zeros

Field sign. Positive or negative value.                   1899       1          N           X(1)                   Spaces
   Blank value = positive

WR-ITR-4                                                  1900       6          N           99.999                 Zeros
  Interest rate for interest type code 4

WI-SPC-ITR-1                                              1906       1          A/N         X(01)                  Spaces
  Special interest indicator for interest
type code 1

WI-SPC-ITR-2                                              1907       1          A/N         X(01)                  Spaces
  Special interest indicator for interest
type code 2

WI-SPC-ITR-3                                              1908       1          A/N         X(01)                  Spaces
  Special interest indicator for interest
</Table>

                                       72
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
type code 3

WI-SPC-ITR-4                                              1909       1          A/N         X(01)                  Spaces
  Special interest rate eligibility for
interest type code 4

WC-ELG-SIN-1                                              1910       1          A/N         X(1)                   Spaces
  Subsidized interest eligibility code for
interest type code 1

WC-ELG-SIN-2                                              1911       1          A/N         X(1)                   Spaces
  Subsidized interest eligibility code for
interest type code 2

WC-ELG-SIN-3                                              1912       1          A/N         X(1)                   Spaces
  Subsidized interest eligibility code for
interest type code 3

WC-ELG-SIN-4                                              1913       1          A/N         X(1)                   Spaces
  Subsidized interest eligibility code for
interest type code 4

WX-ELG-SIN-1                                              1914       20         A/N         X(20)                  Spaces
  Text description for subsidized interest
eligibility code 1

WX-ELG-SIN-2                                              1934       20         A/N         X(20)                  Spaces
  Text description for subsidized interest
eligibility code 2

WX-ELG-SIN-3                                              1954       20         A/N         X(20)                  Spaces
  Text description for subsidized interest
eligibility code 3

WX-ELG-SIN-4                                              1974       20         A/N         X(20)                  Spaces
  Text description for subsidized interest
eligibility code 4
</Table>

                                       73
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
Field sign. Positive or negative value.                   1994       1          N           X(1)                   Spaces
   Blank value = positive

WN-PAY-RPD                                                1995       3          N           9(3)                   Zeros

WD-FNL-DMD-BR                                             1998       10         A/N         MM/DD/CCYY             Spaces
 Unused

WD-FNL-DMD-COS                                            2008       10         A/N         MM/DD/CCYY             Spaces
 Unused

WF-POR-AGE-LN-1                                           2018       3          A/N         X(3)                   Spaces
  Identifies the portfolio aging line

WF-POR-AGE-LN-2                                           2021       3          A/N         X(3)                   Spaces
  Identifies the portfolio aging line

WF-POR-RPT-LN-1                                           2024       3          A/N         X(3)                   Spaces
  Identifier / name of PCR/PAR report lines

WF-POR-RPT-LN-2                                           2027       3          A/N         X(3)                   Spaces
  Identifier / name of PCR/PAR report line

WF-POR-RPT-LN-3                                           2030       3          A/N         X(3)                   Spaces
  Identifier / name of PCR/PAR report line

WF-P0R-RPT-LN-4                                           2033       3          A/N         X(3)                   Spaces
  Identifier / name of PCR/PAR report line

WF-POR-RPT-LN-5                                           2036       3          A/N         X(3)                   Spaces
  Identifier / name of PCR/PAR report line

WF-POR-TME-LN                                             2039       3          A/N         X(3)                   Spaces
  Identifies the portfolio time line

WD-MR50-CRT                                               2042       10         A/N         MM/DD/CCYY             Spaces
  Creation date for this record

LC-LIT-STA                                                2052       2          A/N         'C' Canceled           Spaces
</Table>

                                       74
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
  Litigation status code                                                                    'D' Default Claim
                                                                                            'E' Judgement
                                                                                            Received
                                                                                            'G' Garnishment
                                                                                            'B' Bankruptcy
                                                                                            'R' Referred
                                                                                            'S' Sent claim
                                                                                            'V' Out of State

LD-LIT-BEG                                                2054       10         A/N         MM/DD/CCYY             Spaces
  Date litigation began

WI-NEW-LON                                                2064       1          A/N         X(01)                  Spaces
  New loan indicator

WI-LON-1-OWN-MR50                                         2065       1          A/N         X(01)                  Spaces
  Earliest owner for reporting period

WF-TIR-PCE-LN35                                           2066       3          A/N         X(01)                  Spaces
 Tier price

Field sign. Positive or negative value.                   2069       1          N           X(1)                   Spaces
   Blank value = positive

LA-LON-AMT-GTR                                            2070       9          N           999999.99              Zeros
 Amount guaranteed

LD-LON-GTR                                                2079       10         A/N         MM/DD/CCYY             Spaces
 Date guaranteed

Field sign. Positive or negative value.                   2089       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-GRC-RMN                                            2090       3          N           9(3)                   Zeros
Number of months remaining in grace

Field sign. Positive or negative value.                   2093       1          N           X(1)                   Spaces
   Blank value = positive
</Table>

                                       75
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WN-MTH-DFR-RMN                                            2094       3          N           9(3)                   Zeros
Number of months remaining in deferment

Field sign. Positive or negative value.                   2097       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-FOR-RMN                                            2098       3          N           9(3)                   Zeros
Number of months remaining in forbearance

Field sign. Positive or negative value.                   2101       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-ENR-RMN                                            2102       3          N           9(3)                   Zeros
Number of months remaining in enrollment

Field sign. Positive or negative value.                   2105       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-RPD-RMN                                            2106       3          N           9(3)                   Zeros
Number of months remaining in repayment

Field sign. Positive or negative value.                   2109       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-ZRO-ELP                                            2110       3          N           9(3)                   Zeros
Number of months elapsed in zero balance

Field sign. Positive or negative value.                   2113       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-GRC-ELP                                            2114       3          N           9(3)                   Zeros
Number of months elapsed in grace

Field sign. Positive or negative value.                   2117       1          N           X(1)                   Spaces
   Blank value = positive
</Table>

                                       76
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WN-MTH-ENR-ELP                                            2118       3          N           9(3)                   Zeros
Number of months elapsed in enrollment

Field sign. Positive or negative value.                   2121       1          N           X(1)                   Spaces
   Blank value = positive

WN-MTH-LIT-ELP                                            2122       3          N           9(3)                   Zeros
Number of months elapsed in litigation

LC-RPD-SLE                                                2125       1          A/N         X(1)                   Spaces
Code for whether a loan is to be sold, not
sold, or already sold at repayment

WX-RPD-SLE                                                2126       20         A/N         X(20)                  Spaces
Text description for Code for whether a loan
is to be sold, not sold, or already sold at
repayment

LC-ST-BR-RSD-APL                                          2146       2          A/N         X(2)                   Spaces
Code for the borrower's state of residence at
time of application.

Field sign. Positive or negative value.                   2148       1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-SLE-TRF-PRI                                        2149       9          N           999999.99              Zeros
Amount of Principal Transferred at the last
sale

Field sign. Positive or negative value.                   2158       1          N           X(1)                   Spaces
   Blank value = positive

WA-LON-SLE-TRF-INT                                        2159       9          N           999999.99              Zeros
Amount of Interest Transferred at the last
sale

WA-SUB-STA-RPT                                            2168       2          A/N         X(2)                   Spaces
Loan Sub-status used for reporting
</Table>

                                       77
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WC-REA-ZRO-NEW                                            2170       2          A/N         X(2)                   Spaces
A new attribute to report zero balance reason
code not due to write-off

WX-REA-ZRO-NEW                                            2172       20         A/N         X(20)                  Spaces
Text description of the new attribute to
report zero balance reason not due to write-
off

WC-SUB-REA-ZRO-NEW                                        2192       2          A/N         X(2)                   Spaces
A new attribute to report zero balance sub-
reason code not due to write-off

WX-SUB-REA-ZRO-NEW                                        2194       20         A/N         X(20)                  Spaces
Text description for a new attribute to
report zero balance sub-reason code not due
to write-off

WD-ZRO-BAL-APL-NEW                                        2214       10         A/N         X(10)                  Spaces
A new attribute for date zero balance applied
not due to write-off

WD-ZRO-BAL-EFF-NEW                                        2224       10         A/N         X(10)                  Spaces
A new attribute for date zero balance
effective not due to write-off

DC-ADR-EML                                                2234       1          A/N         X(1)                   Spaces
E-mail address type code

DD-VER-ADR-EML                                            2235       10         A/N         X(10)                  Spaces
Date e-mail address verified

DI-VLD-ADR-EML                                            2245       1          A/N         X(1)                   Spaces
Validity indicator for this e-mail address

WX-ADR-EML-L                                              2246       4                      9(4)                   Zeros
Length of E-mail address text
</Table>

                                       78
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
WX-ADR-EML-T                                              2250       75         A/N         X(75)                  Spaces
E-mail address text

LC-MPN-TYP                                                2325       1          A/N         X(1)                   Spaces
Code for master prom note application type

LD-MPN-EXP                                                2326       10         A/N         X(10)                  Spaces
Date master prom note expires

LC-MPN-SRL-LON                                            2336       1          A/N         X(1)                   Spaces
Code for type of master prom note

LC-MPN-REV-REA                                            2337       2          N           X(2)                   Spaces
Master prom note revocation reason

LF-ORG-RGN                                                2339       8          N           X(8)                   Spaces
Origination reason

AF-LON-ALT                                                2347       17         N           X(17)                  Spaces
Alternate identifier of a loan

AN-SEQ-COM-LN-APL                                         2364       4          N           9(4)                   Zeros
Sequence for a Commomnline application

Filler                                                    2368       37         A/N         X(37)                  Spaces
</Table>

                                                       Total record length: 2404

                                       79
<Page>

                      EXHIBIT D TO NOTE PURCHASE AGREEMENT
                        MONTHLY REPORT TRANSACTION DETAIL

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
BF-SSN                                                    1          9          N           X(9)                   Spaces
Borrower Social Security Number

LN-SEQ                                                    10         4          N           S9(4)                  Zeroes
Loan sequence number

LN-FAT-SEQ                                                14         4          N           S9(4)                  Zeroes
Numeric sequence of financial activity
transaction

LC-FAT-REV-REA                                            18         1          A/N         X(1)                   Spaces
Encoded value for the reversal reason

WX-FAT-REV-REA                                            19         20         A/N         X(20)                  Spaces
Text description for reversal reason

LD-FAT-APL                                                39         10         A/N         MM/DD/CCYY             Spaces
Date financial activity transaction applied

LD-FAT-PST                                                49         10         A/N         MM/DD/CCYY             Spaces
Date financial activity transaction posted

LD-FAT-EFF                                                59         10         A/N         MM/DD/CCYY             Spaces
Date financial activity transaction effect

LD-FAT-DPS                                                69         10         A/N         MM/DD/CCYY             Spaces
Date financial activity transaction deposited

LC-CSH-ADV                                                79         1          A/N         X(1)                   Spaces
Financial Activity transaction cash/adv code

WX-CSH-ADV                                                80         20         A/N         X(20)                  Spaces
Text description for financial cash/adv code

LD-STA-LON90                                              100        10         A/N         MM/DD/CCYY             Spaces
</Table>

<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
Status date of this LON90

LC-STA-LON90                                              110        1          A/N         X(1)                   Spaces
Status code of this LON90

WX-STA-LON90                                              111        20         A/N         X(20)                  Spaces
Text description for status code of this
LON90

Field Sign for LA-FAT-PCL-FEE                             131        1          N           X(1)                   Spaces
(Positive if blank)

LA-FAT-PCL-FEE                                            132        8          N           99999.99               Zeroes
Amount of preclaim fee financial activity
transaction

Field Sign for LA-FAT-NSI                                 140        1          N           X(1)                   Spaces
(Positive if blank)

LA-FAT-NSI                                                141        8          N           99999.99               Zeroes
Amount non-subsidized borrower interest
financial activity transaction

Field Sign for LA-FAT-LTE-FEE                             149        1          N           X(1)                   Spaces
(Positive if blank)

LA-FAT-LTE-FEE                                            150        8          N           99999.99               Zeroes
Amount of late fee financial activity transaction

Field sign for LA-FAT-ILG-PRI                             158        1          N           X(1)                   Spaces
(Positive if blank)

LA-FAT-ILG-PRI                                            159        9          N           999999.99              Zeroes
Amount of ineligible principal financial
activity transaction

Field Sign for LA-FAT-CUR-PRI                             168        1          N           X(1)                   Spaces
</Table>

                                       81
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
(Positive if blank)

LA-FAT-CUR-PRI                                            169        9          N           999999.99              Zeroes
Amount of current principal financial
activity transaction

PC-FAT-TYP                                                178        2          A/N         X(2)                   Spaces
Financial activity transaction type code

WX-FAT-TYP                                                180        20         A/N         X(20)                  Spaces
Text description for financial activity
transaction type code

PC-FAT-SUB-TYP                                            200        2          A/N         X(2)                   Spaces
Financial activity transaction subtype code

WX-FAT-SUB-TYP                                            202        20         A/N         X(20)                  Spaces
Text description for financial activity
transaction subtype code

Field Sign for LA-FAT-NSI-ACR                             222        1          N           X(1)                   Spaces
(Positive if blank)

LA-FAT-NSI-ACR                                            223        8          N           99999.99               Zeroes
Amount of non-subsidized interest accrual

WD-RPT-MTH-BEG                                            231        10         A/N         MM/DD/CCYY             Spaces
First day of reporting month

WD-RPT-MTH-END                                            241        10         A/N         MM/DD/CCYY             Spaces
Last day of reporting month

WX-FIN-ATY-RPT-LN                                         251        3          A/N         X(3)                   Spaces
Financial activity transaction report line
text

LI-FAT-RAP                                                254        1          A/N         X(1)                   Spaces
Indicates this is the reapplied financial
activity of a prior, now inactive financial
</Table>

                                       82
<Page>

<Table>
<S>                                                       <C>        <C>        <C>         <C>                    <C>
activity transaction

IF-OWN                                                    255        8          A/N         X(8)                   Spaces
Owner code

IF-BND-ISS                                                263        8          A/N         X(8)                   Spaces
Owner bond issue identifier

IC-LON-PGM                                                271        6          A/N         X(6)                   Spaces
Current loan program being displayed

Filler                                                    277        50         A/N         X(50)                  Spaces
</Table>

Total record length: 326

                                       83
<Page>

                      EXHIBIT E TO NOTE PURCHASE AGREEMENT
               WEEKLY ORIGINATION TRANSMISSION FILE DATA ELEMENTS

I.       STUDENT INFO

STUSSN            $9.         /* SOCIAL SECURITY NUMBER    */
AN_SEQ            4.          /* APPLICATION SEQUENCE NUMBER   */
SLAST             $30.        /* LAST NAME         */
SFIRST            $13.        /* FIRST NAME        */
SMID              $1.         /* MIDDLE INITIAL      */
SDOB              MMDDYY10.   /* DATE OF BIRTH       */
SUSSTA            $1.         /* U.S. CITIZENSHIP INDICATOR  */
SALREG            $10.        /* ALIEN REGISTRATION        */

II.      APPLICANT 1 INFORMATION

DM_PRS_L          $30.        /* APPLICANT LAST NAME       */
DM_PRS_1          $12.        /* APPLICANT FIRST NAME      */
DM_PRS_M          $1.         /* APPLICANT MID INITIAL    */
BF_SSN            $9.         /* APPLICANT SOCIAL SECURITY NUM  */
DD_BRT            MMDDYY10.   /* APPLICANT DATE OF BIRTH    */
LC_REL_T          $2.         /* APPLICANT RELATION TO BORR   */
AA_SAL_S          7.          /* APPLICANT ANNUAL INCOME     */
OTHRINCM          8.          /* APPLICANT OTHER ANNUAL INCOME  */

III.     APPLICANT 2 INFORMATION (IF APPLICABLE)

ALAST             $30.        /* APPLICANT LAST NAME       */
AFIRST            $12.        /* APPLICANT FIRST NAME      */
AMID              $1.         /* APPLICANT MID INITIAL    */
LF_EDS            $9.         /* APPLICANT SOCIAL SECURITY NUM  */
ADOB              MMDDYY10.   /* APPLICANT DATE OF BIRTH     */
AMANNINC          8.          /* APPLICANT ANNUAL INCOME      */
AMOANINC          8.          /* APPLICANT OTHER ANNUAL INCOME  */

IV.      LOAN INFORMATION

AD_LON10          MMDDYY10.   /* LOAN TERM BEGIN DATE     */
AD_LON_T          MMDDYY10.   /* LOAN TERM END DATE      */
AD_GRD_X          MMDDYY10.   /* EXPECTED GRADUATION DATE   */
AC_ACA_G          $2.         /* STUDENT GRADE LEVEL     */
AC_STU_S          $1.         /* ENROLLMENT STATUS      */
AD_PNT_P          MMDDYY10.   /* P-NOTE GENERATION DATE   */
AC_ITR_T          $1.         /* INTEREST RATE TYPE GUARANTOR  */
AR_GTR            9.3         /* INTEREST RATE GUARANTOR    */
AC_ORG_P          $1.         /* ORIGINATION STATUS     */
AF_DOE_S          $8.         /* SCHOOL CODE        */
AX_SCL_B          $2.         /* SCHOOL BRANCH ID       */
AF_DOE_L          $8.         /* LENDER CODE        */
AF_LON_A          $17.        /* COMMONLINE UNIQUE IDENTIFIER   */

<Page>

DISB1             MMDDYY10.   /* RECOMMENDED DISBURSEMENT DATE 1 */
LA_DSB1           8.2         /* DISBURSEMENT AMOUNT 1   */
DISBORG1          8.2         /* ORIGINATION FEE 1    */
NTDISB1           8.2         /* NET DISBURSEMENT AMOUNT 1     */
ADISB1            MMDDYY10.   /* ACTUAL DISBURSEMENT DATE 1    */
DISB2             MMDDYY10.   /* RECOMMENDED DISBURSEMENT DATE 2 */
LA_DSB2           8.2         /* DISBURSEMENT AMOUNT 2      */

IV.      LOAN INFORMATION (CONT.)

DISBORG2          8.2         /* ORIGINATION FEE 2    */
NTDISB2           8.2         /* NET DISBURSEMENT AMOUNT 2   */
ADISB2            MMDDYY10.   /* ACTUAL DISBURSEMENT DATE 2  */
DISB3             MMDDYY10.   /* RECOMMENDED DISBURSEMENT DATE 3 */
LA_DSB3           8.2         /* DISBURSEMENT AMOUNT 3     */
DISBORG3          8.2         /* ORIGINATION FEE 3    */
NTDISB3           8.2         /* NET DISBURSEMENT AMOUNT 3   */
ADISB3            MMDDYY10.   /* ACTUAL DISBURSEMENT DATE 3  */
DISB4             MMDDYY10.   /* RECOMMENDED DISBURSEMENT DATE 4 */
LA_DSB4           8.2         /* DISBURSEMENT AMOUNT 4     */
DISBORG4          8.2         /* ORIGINATION FEE 4      */
NTDISB4           8.2         /* NET DISBURSEMENT AMOUNT 4   */
ADISB4            MMDDYY10.   /* ACTUAL DISBURSEMENT DATE 4  */
AA_REQ_7          8.          /* SCHOOL CERTIFIED AMOUNT   */
AD_CRT_A          MMDDYY10.   /* DATE RECORD CREATED      */
AC_APL_1          $2.         /* REJECT CODE      */
AC_APL_3          $2.         /* SUSPEND CODE     */
AF_CRD_R          $4.         /* CREDIT SCORE    */
AF_FIL            $10.        /* REFERENCE NUMBER      */
IC_LON_P          $6.         /* LOAN PROGRAM       */
AD_LON_G          MMDDYY10.   /* DATE LOAN   CREATED   */
AD_ORG_P          MMDDYY10.   /* PROCESS DATE    */
AR_INC_A          9.          /* DEBT TO INCOME ANALYSIS    */
AC_DFR_R          $1.         /* REPAYMENT OPTION     */
LN_SEQ            4.          /* LOAN SERVICING SEQUENCE NUMBER  */
LONBEG            MMDDYYYY    /* LOAN PERIOD START - SCHOOL */
LONEND            MMDDYYYY    /* LOAN PERIOD END - SCHOOL */
LOANAMT           9.2         /* ACTIVE LOAN AMOUNT */

V.       CANCELLATION CODES FOR ANTICIPATED AND ACTUAL DISBURSEMENTS

CANCDE1           $1.         /* CANCELLATION CODES DISB 1    */
CANCDE2           $1.         /* CANCELLATION CODES DISB 2    */
CANCDE3           $1.         /* CANCELLATION CODES DISB 3    */
CANCDE4           $1.         /* CANCELLATION CODES DISB 4    */

VI.      ACTIVE DISBURSEMENT ROSTER DATES

RSPRT1            MMDDYY10.   /* ROSTER DATE 1       */
RSPRT2            MMDDYY10.   /* ROSTER DATE 2       */
RSPRT3            MMDDYY10.   /* ROSTER DATE 3       */
RSPRT4            MMDDYY10.   /* ROSTER DATE 4       */

                                       85
<Page>

         FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

         This First Amendment to Amended and Restated Note Purchase Agreement
(this "Amendment"), dated as of June 15, 2002, is by and between BANK ONE,
NATIONAL ASSOCIATION ("Bank One"), a national banking association organized
under the laws of the United States and having its principal place of business
at 100 East Broad Street, Columbus, Ohio 43215, and THE FIRST MARBLEHEAD
CORPORATION ("FMC"), a Delaware corporation with its principal place of business
at 30 Little Harbor, Marblehead, Massachusetts 01945.

                                   WITNESSETH

         WHEREAS, FMC and Bank One have entered into a certain Amended and
Restated Note Purchase Agreement dated as of May 1, 2002, with respect to
purchase of the loans described therein (the "NPA"); and

         WHEREAS, FMC and Bank One have agreed to modify the NPA with respect to
eligibility of certain loans to be purchased thereunder.

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

         1.       AMENDMENTS TO DEFINITIONS.

         The first sentence of the definition of "Seasoned Loan" is amended as
follows:

         "Seasoned Loan" means an EDUCATION ONE Loan as of ten (10) days after
the disbursement on the EDUCATION ONE Loan but shall exclude any loan disbursed
by paper check if the paper check has not yet been paid by the drawee.

         2.       EFFECTIVENESS OF AMENDMENT.

This amendment shall apply solely to purchases under the Amended and Restated
Note Purchase Agreement that are consummated prior to July 1, 2002. Thereafter,
this amendment shall be of no further force and effect.

         In all other respects the Note Purchase Agreement is hereby ratified
and confirmed.

                                        1
<Page>

IN WITNESS WHEREOF, the parties hereto have set their hands and seals by their
duly authorized officers as of the date first written above.


THE FIRST MARBLEHEAD                             BANK ONE, NATIONAL
CORPORATION                                      ASSOCIATION


By: /s/ Bruce F. Lefenfeld                       By: /s/ Myra Busch Goetz
    ---------------------------                      --------------------------
Print Name  Bruce F. Lefenfeld                   Print Name  Myra Busch Goetz
           --------------------                              ------------------
Title  Secretary                                 Title  Vice President
      -------------------------                       -------------------------


                                        2
<Page>

                               EXTENSION AGREEMENT

         This Extension Agreement ("Agreement") is entered into by and among
Bank One, National Association, ("Bank One"), The First Marblehead Corporation,
a Delaware Corporation ("FMC"), and The Education Resources Institute, Inc.
("TERI"), a Massachusetts not-for-profit corporation, and amends the Education
One Loan Program Agreements (as hereinafter defined). This Agreement is dated as
of November 1, 2002.

                                    WITNESSES

         WHEREAS, FMC and Bank One have entered into that certain Amended and
Restated Note Purchase Agreement dated as of May 1, 2002 (the "NPA"); and

         WHEREAS, Bank One and TERI have entered into that certain Amended and
Restated Guaranty Agreement dated as of April 18, 2002 and effective as of the
Conversion Date (as defined therein) (the "Guaranty Agreement"); and

         WHEREAS, Bank One and TERI have entered into that certain Amended and
Restated Loan Origination Agreement dated as of May 1, 2002 (the "LOA"); and

         WHEREAS, the NPA, Guaranty Agreement and LOA are hereinafter referred
to as the "Education One Loan Program Agreements."

         NOW THEREFORE, in consideration of these presents and the covenants
contained herein, the parties hereto hereby agree as follows:

1.   NPA EXTENSION.

         (a)      The term of the NPA is hereby extended by amending the second
paragraph of Section 10.01 to read as follows:

         "Provided that the Guaranty Agreement remains in effect, this Agreement
         shall remain in full force and effect to and including April 30, 2007,
         and thereafter shall renew for additional one year terms unless either
         party gives written notice of termination at least 60 days prior to the
         then-effective expiration date."

         (b) The first clause in the last sentence of section 2.01 is amended
to read:

         "For the first six (6) years of this Agreement,"

2.   EXTENSION OF GUARANTY AGREEMENT. TERI and Bank One agree that the Guaranty
     Agreement is hereby extended by amending the first sentence of Section 8.12
     to read:

                                        1
<Page>

         "The initial term of this Agreement shall commence on the Conversion
Date, and shall continue through April 30, 2007."

3.       LOA. Bank One and TERI agree that LOA requires no further amendment, as
it is coterminous with the Guaranty Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers as of the date above first
written.

BANK ONE, NATIONAL ASSOCIATION


By: /s/ Myra Busch Goetz
    -----------------------------------
Its: Vice President


THE EDUCATION RESOURCES INSTITUTE, INC.


By: /s/ Lawrence W. O'Toole
    -----------------------------------
Its: President


THE FIRST MARBLEHEAD CORPORATION


By: /s/ Ralph M. James
    -----------------------------------
Its: President


                                        2