EXHIBIT 4.1


                                                                  EXECUTION COPY








                                    INDENTURE


                                     between


               THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2,
                                    as Issuer


                                       and


                         U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee


                                  Relating To:
                The National Collegiate Student Loan Trust 2004-2


                           Dated as of October 1, 2004





<PAGE>




                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

Reconciliation and tie between Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act" or "TIA") and this Indenture of Trust, dated as of October
1, 2004.

    TRUST INDENTURE ACT SECTION                               INDENTURE SECTION

Section 310(a)(1)                                                   6.11
Section 310(a)(3)                                                   9.08
Section 310(b)                                                      6.11
Section 313(c)                                                      3.24, 9.07
Section 314(c)                                                      8.13
Section 314(d)(1)                                                   8.13
Section 3.18                                                        9.08


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

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




<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page


                                    ARTICLE I
                              Definitions and Usage

<S>                  <C>                                                                                       <C>
SECTION 1.01          Definitions and Usage.......................................................................2

                                   ARTICLE II
                                    The Notes

SECTION 2.01          Form 2
SECTION 2.02          Execution, Authentication and Delivery......................................................3
SECTION 2.03          Temporary Notes.............................................................................3
SECTION 2.04          Registration; Registration of Transfer and Exchange.........................................4
SECTION 2.05          Mutilated, Destroyed, Lost or Stolen Notes.................................................12
SECTION 2.06          Persons Deemed Owner.......................................................................12
SECTION 2.07          Payment of Principal and Interest; Defaulted Interest......................................13
SECTION 2.08          Cancellation...............................................................................14
SECTION 2.09          Release of Collateral......................................................................14
SECTION 2.10          Book-Entry Notes...........................................................................14
SECTION 2.11          Notices to Clearing Agency.................................................................15
SECTION 2.12          Definitive Notes...........................................................................15
SECTION 2.13          Tax Treatment..............................................................................15

                                   ARTICLE III
                                    Covenants

SECTION 3.01          Payment to Noteholders.....................................................................16
SECTION 3.02          Maintenance of Office or Agency............................................................16
SECTION 3.03          Money for Payments To Be Held in Trust.....................................................16
SECTION 3.04          Existence..................................................................................17
SECTION 3.05          Protection of Indenture Trust Estate.......................................................18
SECTION 3.06          Opinions as to Indenture Trust Estate......................................................18
SECTION 3.07          Performance of Obligations; Servicing of Financed Student Loans............................19
SECTION 3.08          Negative Covenants.........................................................................20
SECTION 3.09          Annual Statement as to Compliance..........................................................21
SECTION 3.10          Issuer May Consolidate, etc., Only on Certain Terms........................................21
SECTION 3.11          Successor or Transferee....................................................................22
SECTION 3.12          No Other Business..........................................................................23
SECTION 3.13          No Borrowing...............................................................................23
SECTION 3.14          Disposing of Financed Student Loans........................................................23
SECTION 3.15          Guarantees, Loans, Advances and Other Liabilities..........................................24
SECTION 3.16          Capital Expenditures.......................................................................24
SECTION 3.17          Restricted Payments........................................................................24
SECTION 3.18          Notice of Events of Default................................................................24
SECTION 3.19          Further Instruments and Acts...............................................................25
SECTION 3.20          Additional Covenants.......................................................................25

                                       i

<PAGE>

SECTION 3.21          Covenant Regarding Financed Student Loans..................................................26
SECTION 3.22          Additional Representations of the Issuer...................................................26
SECTION 3.23          Issuer Separateness Covenants..............................................................28
SECTION 3.24          Reports by Issuer..........................................................................29
SECTION 3.25          Rule 144A Information......................................................................30

                                   ARTICLE IV
                           Satisfaction and Discharge

SECTION 4.01          Satisfaction and Discharge of Indenture....................................................30
SECTION 4.02          Application of Trust Money.................................................................31
SECTION 4.03          Repayment of Moneys Held by Paying Agent...................................................31

                                    ARTICLE V
                                    Remedies

SECTION 5.01          Events of Default..........................................................................31
SECTION 5.02          Acceleration of Maturity; Rescission and Annulment.........................................32
SECTION 5.03          Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..................33
SECTION 5.04          Remedies; Priorities.......................................................................35
SECTION 5.05          Optional Preservation of the Financed Student Loans........................................38
SECTION 5.06          Limitation of Suits........................................................................39
SECTION 5.07          Unconditional Rights of Noteholders To Receive Principal and Interest......................39
SECTION 5.08          Restoration of Rights and Remedies.........................................................39
SECTION 5.09          Rights and Remedies Cumulative.............................................................40
SECTION 5.10          Delay or Omission Not a Waiver.............................................................40
SECTION 5.11          Control by Noteholders.....................................................................40
SECTION 5.12          Waiver of Past Defaults....................................................................40
SECTION 5.13          Undertaking for Costs......................................................................41
SECTION 5.14          Waiver of Stay or Extension Laws...........................................................41
SECTION 5.15          Action on Notes............................................................................41
SECTION 5.16          Performance and Enforcement of Certain Obligations.........................................41
SECTION 5.17          Notice of Defaults.........................................................................42

                                   ARTICLE VI
                              The Indenture Trustee

SECTION 6.01          Duties of Indenture Trustee................................................................42
SECTION 6.02          Rights of Indenture Trustee................................................................44
SECTION 6.03          Individual Rights of Indenture Trustee.....................................................44
SECTION 6.04          Indenture Trustee's Disclaimer.............................................................45
SECTION 6.05          Notice of Defaults.........................................................................45
SECTION 6.06          Reports by Indenture Trustee to Noteholders................................................45
SECTION 6.07          Compensation and Indemnity.................................................................45
SECTION 6.08          Replacement of Indenture Trustee...........................................................45
SECTION 6.09          Successor Indenture Trustee by Merger......................................................46
SECTION 6.10          Appointment of Co-Trustee or Separate Trustee..............................................47
SECTION 6.11          Eligibility; Disqualification..............................................................48

                                       ii

<PAGE>

SECTION 6.12          Back-up Certification......................................................................48

                                   ARTICLE VII
                         Noteholders' Lists and Reports

SECTION 7.01          Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.....................48
SECTION 7.02          Preservation of Information; Communications to Noteholders.................................48
SECTION 7.03          Reports by Issuer..........................................................................49

                                  ARTICLE VIII
                      Accounts, Disbursements and Releases

SECTION 8.01          Collection of Money........................................................................49
SECTION 8.02          Trust Accounts.............................................................................50
SECTION 8.03          General Provisions Regarding Accounts......................................................54
SECTION 8.04          Release of Indenture Trust Estate..........................................................54
SECTION 8.05          Opinion of Counsel.........................................................................55
SECTION 8.06          Cost of Issuance Account...................................................................55
SECTION 8.07          Application of Collections.................................................................55
SECTION 8.08          Reserve Account............................................................................55
SECTION 8.09          Statements to Noteholders..................................................................57
SECTION 8.10          [Reserved].................................................................................58
SECTION 8.11          Advances...................................................................................58

                                   ARTICLE IX
                             Supplemental Indentures

SECTION 9.01          Supplemental Indentures Without Consent of Noteholders.....................................59
SECTION 9.02          Supplemental Indentures with Consent of Noteholders........................................60
SECTION 9.03          Execution of Supplemental Indentures.......................................................61
SECTION 9.04          Effect of Supplemental Indenture...........................................................61
SECTION 9.05          [Reserved].................................................................................61
SECTION 9.06          Reference in Notes to Supplemental Indentures..............................................61
SECTION 9.07          Conformity With the Trust Indenture Act....................................................61

                                    ARTICLE X
                             Reporting Requirements

SECTION 10.01         Annual Statement as to Compliance..........................................................62
SECTION 10.02         Annual Independent Public Accountants' Servicing Report....................................62

                                   ARTICLE XI
                                  Miscellaneous

SECTION 11.01         Compliance Certificates and Opinions, etc..................................................62
SECTION 11.02         Form of Documents Delivered to Indenture Trustee...........................................63
SECTION 11.03         Acts of Noteholders........................................................................63
SECTION 11.04         Notices, etc., to Indenture Trustee, Issuer and Rating Agencies............................64
SECTION 11.05         Notices to Noteholders; Waiver.............................................................65


                                      iii

<PAGE>

SECTION 11.06         Alternate Payment and Notice Provisions....................................................65
SECTION 11.07         [Reserved].................................................................................65
SECTION 11.08         Effect of Headings and Table of Contents...................................................65
SECTION 11.09         Successors and Assigns.....................................................................65
SECTION 11.10         Separability...............................................................................65
SECTION 11.11         Benefits of Indenture......................................................................66
SECTION 11.12         Legal Holidays.............................................................................66
SECTION 11.13         Governing Law..............................................................................66
SECTION 11.14         Counterparts...............................................................................66
SECTION 11.15         Recording of Indenture.....................................................................66
SECTION 11.16         Trust Obligations..........................................................................66
SECTION 11.17         No Petition................................................................................67
SECTION 11.18         Inspection.................................................................................67
SECTION 11.19         Third-Party Beneficiaries..................................................................67
</TABLE>


APPENDIX A       Definitions and Usage

SCHEDULE A       Schedule of Financed Student Loans
SCHEDULE B       [Reserved]
SCHEDULE B       List of TERI Guarantee Agreements
SCHEDULE C       List of Student Loan Purchase Agreements


EXHIBIT A-1      Form of Class A-1 Note
EXHIBIT A-2      Form of Class A-2 Note
EXHIBIT A-3      Form of Class A-3 Note
EXHIBIT A-4      Form of Class A-4 Note
EXHIBIT A-5-1    Form of Class A-5-1 Note
EXHIBIT A-5-2    Form of Class A-5-2 Note
EXHIBIT A-5-3    Form of Class A-5-3 Note
EXHIBIT A-5-4    Form of Class A-5-4 Note
EXHIBIT A-5-5    Form of Class A-5-5 Note
EXHIBIT A-5-6    Form of Class A-5-6 Note
EXHIBIT A-6      Form of Class B Note
EXHIBIT A-7      Form of Class C Note
EXHIBIT B        [Reserved]
EXHIBIT C        Form of Transferee Letter
EXHIBIT D        Form of Rule 144A Certification
EXHIBIT E        Form of Transfer Certificate for Rule 144A Global Note to
                 Regulation S Global Note during Restricted Period
EXHIBIT F        Form of Transfer Certificate for Rule 144A Global Note to
                 Regulation S Global Note after Restricted Period
EXHIBIT G        Form of Transfer Certificate for Regulation S Global Note to
                 Rule 144A Global Note during Restricted Period

                                       iv

<PAGE>

EXHIBIT H        Form of Transfer Certificate for Regulation S Global Note
                 during Restricted Period
EXHIBIT I        Indenture Trustee Back-up Certification


                                       v
<PAGE>



         INDENTURE dated as of October 1, 2004, between THE NATIONAL COLLEGIATE
STUDENT LOAN TRUST 2004-2, a Delaware statutory trust (the "Issuer"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in
its individual capacity (the "Indenture Trustee").


                              w i t n e s s e t h:

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

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

         NOW, THEREFORE, each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the holders of the Issuer's
Class A-1 Notes (the "Class A-1 Notes"), Class A-2 Notes (the "Class A-2
Notes"), Class A-3 Notes (the "Class A-3 Notes"), Class A-4 Notes (the "Class
A-4 Notes"), Class A-5-1 Notes (the "Class A-5-1 Notes"), Class A-5-2 Notes (the
"Class A-5-2 Notes"), Class A-5-3 Notes (the "Class A-5-3 Notes"), Class A-5-4
Notes (the "Class A-5-4 Notes"), Class A-5-5 Notes (the "Class A-5-5 Notes"),
Class A-5-6 Notes (the "Class A-5-6 Notes"), Class B Notes (the "Class B
Notes"), Class C Notes (the "Class C Notes" and together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5-1 Notes, , the Class A-5-2 Notes, the Class A-5-3 Notes, the Class A-5-4
Notes, the Class A-5-5 Notes, the Class A-5-6 Notes and the Class B Notes, the
"Notes"):

                                 GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
trustee for the benefit of the holders of the Notes, all the Issuer's right,
title and interest in and to the following:

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

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

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


<PAGE>

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

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

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

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

                                   ARTICLE I

                              Definitions and Usage

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

                                   ARTICLE II

                                    The Notes

         SECTION 2.01 Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the forms set forth in
Exhibits A-1 through A-7, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing the Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

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


                                       2

<PAGE>

Each Note shall be dated the date of its authentication. The terms of the Notes
set forth in Exhibits A-1 through A-7, are part of the terms of this Indenture.

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

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

The Indenture Trustee shall upon an Issuer Order authenticate and deliver Notes
for original issue in an aggregate principal amount of $290,569,000 with respect
to the Class A-1 Notes, $149,830,000 with respect to the Class A-2 Notes,
$187,338,000 with respect to the Class A-3 Notes, $194,695,000 with respect to
the Class A-4 Notes, $87,870,000 with respect to the Class A-5-1 Notes,
$5,000,000 with respect to the Class A-5-2 Notes, $15,000,000 with respect to
the Class A-5-3 Notes, $20,000,000 with respect to the Class A-5-4 Notes,
$10,000,000 with respect to the Class A-5-5 Notes, $50,000,000 with respect to
the Class A-5-6 Notes, $55,800,000 with respect to the Class B Notes, and
$56,800,000 with respect to the Class C Notes.

Each Note shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes in minimum denominations of $50,000 and in integral
multiples of $1,000 in excess thereof.

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

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

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


                                       3

<PAGE>

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

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

         (c) The Issuer initially appoints the Indenture Trustee to act as
custodian with respect to the Notes. The Securities Legend shall be placed on
each Private Note.

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

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

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

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

         "Unless this Note is presented by an authorized representative of The
         Depository Trust Company, a New York corporation ("DTC"), to the Issuer
         or its agent for registration of transfer,

                                       4

<PAGE>

         exchange or payment, and any Note issued is registered in the name of
         Cede & Co. or in such other name as is requested by an authorized
         representative of DTC (and any payment is made to Cede & Co. or to such
         other entity as is requested by an authorized representative of DTC),
         ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
         & Co., has an interest herein."

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

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

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

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

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


                                       5

<PAGE>

         By acceptance of an Individual Note relating to a Private Note, whether
upon original issuance or subsequent transfer, each holder of such a Private
Note acknowledges the restrictions on the transfer of such Private Note set
forth in the Securities Legend and agrees that it will transfer such a Private
Note only as provided herein. The Note Registrar shall register the transfer of
any Individual Note relating to a Private Note if prior to the transfer the
transferee furnishes to the Note Registrar a Transferee Letter in the form of
Exhibit C hereto, provided that, if based upon an Opinion of Counsel to the
effect that the delivery of such Transferee Letter is not sufficient to confirm
that the proposed transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and other applicable laws, the Note Registrar may as a condition of the
registration of any such transfer require the transferor to furnish other
certifications, legal opinions or other information prior to registering the
transfer of an Individual Note relating to a Private Note.

         (j) Subject to Section 2.04(n), so long as a Global Note relating to a
Private Note remains outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in the Global Note relating to a Private Note,
or transfers by holders of Individual Notes relating to a Private Note to
transferees that take delivery in the form of beneficial interests in the Global
Note relating to a Private Note, may be made only in accordance with this
Section 2.04(j) and in accordance with the rules of the Depository.

         (i) Rule 144A Global Note to Regulation S Global Note During the
         Restricted Period. If, during the Restricted Period, a Beneficial Owner
         of an interest in a Rule 144A Global Note wishes at any time to
         transfer its beneficial interest in such Rule 144A Global Note to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in a Regulation S Global Note, such Beneficial Owner may, in
         addition to complying with all applicable rules and procedures of the
         Depository and Clearstream or Euroclear applicable to transfers by
         their respective participants (the "Applicable Procedures"), transfer
         or cause the transfer of such beneficial interest for an equivalent
         beneficial interest in the Regulation S Global Note only upon
         compliance with the provisions of this Section 2.04(j)(i). Upon receipt
         by the Note Registrar at its Corporate Trust Office of (1) written
         instructions given in accordance with the Applicable Procedures from a
         Depository Participant directing the Note Registrar to credit or cause
         to be credited to another specified Depository Participant's account a
         beneficial interest in the Regulation S Global Note in an amount equal
         to the denomination of the beneficial interest in the Rule 144A Global
         Note to be transferred, (2) a written order given in accordance with
         the Applicable Procedures containing information regarding the account
         of the Depository Participant (and the Euroclear or Clearstream
         account, as the case may be) to be credited with, and the account of
         the Depository Participant to be debited for, such beneficial interest,
         and (3) a certificate in the form of Exhibit E hereto given by the
         Beneficial Owner that is transferring such interest, the Note Registrar
         shall instruct the Depository to reduce the denomination of the Rule
         144A Global Note by the denomination of the beneficial interest in the
         Rule 144A Global Note to be so transferred and, concurrently with such
         reduction, to increase the denomination of the Regulation S Global Note
         by the denomination of the beneficial interest in the Rule 144A Global
         Note to be so transferred, and to credit or cause to be

                                       6

<PAGE>

         credited to the account of the Person specified in such instructions
         (who shall be a Depository Participant acting for or on behalf of
         Euroclear or Clearstream, or both, as the case may be) a beneficial
         interest in the Regulation S Global Note having a denomination equal to
         the amount by which the denomination of the Rule 144A Global Note was
         reduced upon such transfer.

         (ii) Rule 144A Global Note to Regulation S Global Note After the
         Restricted Period. If, after the Restricted Period, a Beneficial Owner
         of an interest in a Rule 144A Global Note wishes at any time to
         transfer its beneficial interest in such Rule 144A Global Note to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in a Regulation S Global Note, such holder may, in addition to
         complying with all Applicable Procedures, transfer or cause the
         transfer of such beneficial interest for an equivalent beneficial
         interest in a Regulation S Global Note only upon compliance with the
         provisions of this Section 2.04(j)(ii). Upon receipt by the Note
         Registrar at its Corporate Trust Office of (1) written instructions
         given in accordance with the Applicable Procedures from a Depository
         Participant directing the Note Registrar to credit or cause to be
         credited to another specified Depository Participant's account a
         beneficial interest in the Regulation S Global Note in an amount equal
         to the denomination of the beneficial interest in the Rule 144A Global
         Note to be transferred, (2) a written order given in accordance with
         the Applicable Procedures containing information regarding the account
         of the Depository Participant (and, in the case of a transfer pursuant
         to and in accordance with Regulation S, the Euroclear or Clearstream
         account, as the case may be) to be credited with, and the account of
         the Depository Participant to be debited for, such beneficial interest,
         and (3) a certificate in the form of Exhibit F hereto given by the
         Beneficial Owner that is transferring such interest, the Note Registrar
         shall instruct the Depository to reduce the denomination of the Rule
         144A Global Note by the aggregate denomination of the beneficial
         interest in the Rule 144A Global Note to be so transferred and,
         concurrently with such reduction, to increase the denomination of the
         Regulation S Global Note by the aggregate denomination of the
         beneficial interest in the Rule 144A Global Note to be so transferred,
         and to credit or cause to be credited to the account of the Person
         specified in such instructions (who shall be a Depository Participant
         acting for or on behalf of Euroclear or Clearstream, or both, as the
         case may be) a beneficial interest in the Regulation S Global Note
         having a denomination equal to the amount by which the denomination of
         the Rule 144A Global Note was reduced upon such transfer.

         (iii) Regulation S Global Note to Rule 144A Global Note. If the
         Beneficial Owner of an interest in a Regulation S Global Note wishes at
         any time to transfer its beneficial interest in such Regulation S
         Global Note to a Person who wishes to take delivery thereof in the form
         of a beneficial interest in the Rule 144A Global Note, such holder may,
         in addition to complying with all Applicable Procedures, transfer or
         cause the transfer of such beneficial interest for an equivalent
         beneficial interest in the Rule 144A Global Note only upon compliance
         with the provisions of this Section 2.04(j)(iii). Upon receipt by the
         Note Registrar at its Corporate Trust Office of (1) written
         instructions given in accordance with the


                                       7

<PAGE>

         Applicable Procedures from a Depository Participant directing the Note
         Registrar to credit or cause to be credited to another specified
         Depository Participant's account a beneficial interest in the Rule 144A
         Global Note in an amount equal to the denomination of the beneficial
         interest in the Regulation S Global Note to be transferred, (2) a
         written order given in accordance with the Applicable Procedures
         containing information regarding the account of the Depository
         Participant to be credited with, and the account of the Depository
         Participant (or, if such account is held for Euroclear or Clearstream,
         the Euroclear or Clearstream account, as the case may be) to be debited
         for such beneficial interest, and (3) with respect to a transfer of a
         beneficial interest in the Regulation S Global Note for a beneficial
         interest in the related Rule 144A Global Note (i) during the Restricted
         Period, a certificate in the form of Exhibit G hereto given by the
         Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A
         Certification in the form of Exhibit D hereto from the transferee to
         the effect that such transferee is a Qualified Institutional Buyer, the
         Note Registrar shall instruct the Depository to reduce the denomination
         of the Regulation S Global Note by the denomination of the beneficial
         interest in the Regulation S Global Note to be transferred, and,
         concurrently with such reduction, to increase the denomination of the
         Rule 144A Global Note by the aggregate denomination of the beneficial
         interest in the Regulation S Global Note to be so transferred, and to
         credit or cause to be credited to the account of the Person specified
         in such instructions (who shall be a Depository Participant acting for
         or on behalf of Euroclear or Clearstream, or both, as the case may be)
         a beneficial interest in the Rule 144A Global Note having a
         denomination equal to the amount by which the denomination of the
         Regulation S Global Note was reduced upon such transfer.

         (iv) Transfers Within Regulation S Global Notes During Restricted
         Period. If, during the Restricted Period, the Beneficial Owner of an
         interest in a Regulation S Global Note wishes at any time to transfer
         its beneficial interest in such Regulation S Global Note to a Person
         who wishes to take delivery thereof in the form of a Regulation S
         Global Note, such Beneficial Owner may transfer or cause the transfer
         of such beneficial interest for an equivalent beneficial interest in
         such Regulation S Global Note only upon compliance with the provisions
         of this Section 2.04(j)(iv) and all Applicable Procedures. Upon receipt
         by the Note Registrar at its Corporate Trust Office of (1) written
         instructions given in accordance with the Applicable Procedures from a
         Depository Participant directing the Note Registrar to credit or cause
         to be credited to another specified Depository Participant's account a
         beneficial interest in such Regulation S Global Note in an amount equal
         to the denomination of the beneficial interest to be transferred, (2) a
         written order given in accordance with the Applicable Procedures
         containing information regarding the account of the Depository
         Participant to be credited with, and the account of the Depository
         Participant (or, if such account is held for Euroclear or Clearstream,
         the Euroclear or Clearstream account, as the case may be) to be debited
         for, such beneficial interest and (3) a certificate in the form of
         Exhibit H hereto given by the transferee, the Note Registrar shall
         instruct the Depository to credit or cause to be credited to the
         account of the Person specified in such instructions (who shall be a
         Depository

                                       8

<PAGE>

         Participant acting for or on behalf of Euroclear or Clearstream, or
         both, as the case may be) a beneficial interest in the Regulation S
         Global Note having a denomination equal to the amount specified in such
         instructions by which the account to be debited was reduced upon such
         transfer. The Note Registrar shall not be required to monitor
         compliance by Beneficial Owners of the provisions of this Section
         2.04(j)(iv).

         (k) Any and all transfers from a Global Note relating to a Private Note
to a transferee wishing to take delivery in the form of an Individual Note
relating to a Private Note will require the transferee to take delivery subject
to the restrictions on the transfer of such Individual Note relating to a
Private Note described on the face of such Note, and such transferee agrees that
it will transfer such Individual Note relating to a Private Note only as
provided therein and herein. No such transfer shall be made and the Note
Registrar shall not register any such transfer unless such transfer is made in
accordance with this Section 2.04(k).

                  (i) Transfers of a beneficial interest in a Global Note
         relating to a Private Note to a Qualified Institutional Buyer or a
         Regulation S Investor wishing to take delivery in the form of an
         Individual Note relating to a Private Note will be registered by the
         Note Registrar only upon compliance with the provisions of Section
         2.04(j) and if the Note Registrar is provided with a Rule 144A
         Certification or a Regulation S Transfer Certificate, as applicable.

                  (ii) Notwithstanding the foregoing, no transfer of a
         beneficial interest in a Regulation S Global Note to an Individual Note
         relating to a Private Note shall be made prior to the expiration of the
         Restricted Period. Upon acceptance for exchange or transfer of a
         beneficial interest in a Global Note for an Individual Note relating to
         a Private Note, as provided herein, the Note Registrar shall endorse on
         the schedule affixed to the related Global Note (or on a continuation
         of such schedule affixed to such Global Note and made a part thereof)
         an appropriate notation evidencing the date of such exchange or
         transfer and a decrease in the denomination of such Global Note equal
         to the denomination of such Individual Note relating to a Private Note
         issued in exchange therefor or upon transfer thereof. Unless determined
         otherwise by the Administrator in accordance with applicable law, an
         Individual Note relating to a Private Note issued upon transfer of or
         exchange for a beneficial interest in the Global Note shall bear the
         Securities Legend.

         (l) Transfers of Individual Note to the Global Notes. If a Holder of an
Individual Note relating to a Private Note wishes at any time to transfer such
Note to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the related Regulation S Global Note or the related Rule 144A Global
Note, such transfer may be effected only in accordance with the Applicable
Procedures, and this Section 2.04(l). Upon receipt by the Note Registrar at the
Corporate Trust Office of (1) the Individual Note relating to a Private Note to
be transferred with an assignment and transfer, (2) written instructions given
in accordance with the Applicable Procedures from a Depository Participant
directing the Note Registrar to credit or cause to be credited to another
specified Depository Participant's account a beneficial interest in such
Regulation S Global Note or such Rule 144A Global Note, as the case may be, in
an amount equal to the denomination of the Individual Note to be so transferred,
(3) a written

                                       9

<PAGE>


order given in accordance with the Applicable Procedures containing information
regarding the account of the Depository Participant (and, in the case of any
transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the
case may be) to be credited with such beneficial interest, and (4) (x) if
delivery is to be taken in the form of a beneficial interest in the Regulation S
Global Note, a Regulation S Transfer Certificate from the transferor or (y) a
Rule 144A Certification from the transferee to the effect that such transferee
is a Qualified Institutional Buyer, if delivery is to be taken in the form of a
beneficial interest in the Rule 144A Global Note, the Note Registrar shall
cancel such Individual Note relating to a Private Note, the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver a new Individual Note
relating to a Private Note for the denomination of the Individual Note not so
transferred, registered in the name of the Holder, and the Note Registrar shall
instruct the Depository to increase the denomination of the Regulation S Global
Note or the Rule 144A Global Note, as the case may be, by the denomination of
the Individual Note to be so transferred, and to credit or cause to be credited
to the account of the Person specified in such instructions (who, in the case of
any increase in the Regulation S Global Note during the Restricted Period, shall
be a Depository Participant acting for or on behalf of Euroclear or Clearstream,
or both, as the case may be) a corresponding denomination of the Rule 144A
Global Note or the Regulation S Global Note, as the case may be.

It is the intent of the foregoing that under no circumstances may an investor
that is not a Qualified Institutional Buyer or a Regulation S Investor take
delivery in the form of a beneficial interest in a Global Note relating to a
Private Note or an Individual Note relating to a Private Note.

         (m) An exchange of a beneficial interest in a Global Note for an
Individual Note or Notes, an exchange of an Individual Note or Notes for a
beneficial interest in a Global Note and an exchange of an Individual Note or
Notes for another Individual Note or Notes (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and in the case of the
Global Notes, so long as the Global Notes remain outstanding and are held by or
on behalf of the Depository), may be made only in accordance with this Section
2.04 and in accordance with the rules of the Depository and Applicable
Procedures.

         (n) (i) Upon acceptance for exchange or transfer of an Individual Note
relating to a Private Note for a beneficial interest in the Global Note as
provided herein, the Note Registrar shall cancel such Individual Note and shall
(or shall request the Depository to) endorse on the schedule affixed to the
applicable Global Note (or on a continuation of such schedule affixed to the
Global Note and made a part thereof) an appropriate notation evidencing the date
of such exchange or transfer and an increase in the Note balance of the Global
Note equal to the Note balance of such Individual Note exchanged or transferred
therefor.

                  (ii) Upon acceptance for exchange or transfer of a beneficial
         interest in the Global Note for an Individual Note relating to a
         Private Note as provided herein, the Note Registrar shall (or shall
         request the Depository to) endorse on the schedule affixed to the
         Global Note (or on a continuation of such schedule affixed to the
         Global Note and made a part thereof) an appropriate notation evidencing
         the date of such exchange or transfer and a decrease in the Note
         balance of the Global Note equal to the Note balance of such Individual
         Note issued in exchange therefor or upon transfer thereof.



                                       10

<PAGE>

         (o) The Securities Legend shall be placed on any Individual Note
relating to a Private Note issued in exchange for or upon transfer of another
Individual Note relating to a Private Note or of a beneficial interest in the
Global Note.

No transfer of any Private Note shall be made unless such transfer is exempt
from the registration requirements of the Securities Act and any applicable
state securities laws or is made in accordance with said Act and laws. No
transfer of any Private Note shall be made if such transfer would require the
Issuer to register as an "investment company" under the Investment Company Act
of 1940, as amended. In the event of any such transfer, unless such transfer is
made in reliance on Rule 144A under the Securities Act or Regulation S under the
Securities Act, (i) the Indenture Trustee may require a written Opinion of
Counsel (which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Indenture Trustee that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Indenture Trustee or the
Trust and (ii) the Indenture Trustee shall require the transferee to execute a
Transferee Letter certifying to the Issuer and the Indenture Trustee the facts
surrounding such transfer, which Transferee Letter shall not be an expense of
the Indenture Trustee, or the Trust. The holder of a Private Note desiring to
effect such transfer shall, and does hereby agree to, indemnify the Indenture
Trustee, and the Trust against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
None of the Issuer, the Indenture Trustee or the Trust intends or is obligated
to register or qualify any Private Note under the Securities Act or any state
securities laws.

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

                                       11

<PAGE>


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

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

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

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

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

         SECTION 2.06 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer

                                       12

<PAGE>


or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and neither
the Issuer or the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.

         SECTION 2.07 Payment of Principal and Interest; Defaulted Interest. (a)
Each Class of Notes shall accrue interest as provided in the applicable form of
such Class set forth in Exhibits A-1 through A-7 respectively, and such interest
accrued on each Class of Notes shall be payable on each applicable Distribution
Date as specified therein, subject to Section 3.01. Any installment of interest
or principal, if any, with respect to each Class of Notes payable on any
applicable Note which is punctually paid or duly provided for by the Issuer on
the applicable Distribution Date shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is registered on the Record Date by
check mailed first-class, postage prepaid to such Person's address as it appears
on the Note Register on such Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with respect to Notes registered on
the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payment will be made by wire transfer in
immediately available funds to the account designated by such nominee and except
for the final installment of principal payable with respect to such Note on a
Distribution Date or on the applicable Note Final Maturity Date which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

         (b) The principal of each Note shall be payable in installments on each
Distribution Date as provided in the applicable form of Note set forth in
Exhibits A-1 through A-7, respectively, to the extent the amount of funds
required and available to be distributed in respect of principal on such Class
of Notes pursuant to the terms of this Indenture; PROVIDED, HOWEVER, the entire
unpaid principal amount of each Class of Notes shall be due and payable on its
respective Final Maturity Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and is continuing,
if the Indenture Trustee or the Interested Noteholders holding a majority of the
Outstanding Amount of the related Classes of Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.02. All
principal payments on each Class of Class A Notes shall be made pro rata to the
holders of such Class of Notes entitled thereto. The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Distribution Date on which the Issuer expects that
the final installment of principal of and interest on any Class of Notes will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Distribution Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.

         (c) If the Issuer defaults in a payment of interest on any Class of the
Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Note Interest Rate in any
lawful manner. The Issuer shall pay such defaulted interest to the persons who
are holders of such Class or Classes of Notes on a subsequent special record
date, which date shall be at least three Business Days prior to the

                                       13

<PAGE>

payment date. The Issuer shall fix or cause to be fixed any such special record
date and payment date, and, at least 15 days before any such special record
date, the Issuer shall mail to each holder of the affected Class or Classes of
Notes and the Indenture Trustee a notice that states the special record date,
the payment date and the amount of defaulted interest to be paid.

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

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

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

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

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

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

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

                                       14

<PAGE>

         payments of principal of and interest and other amounts on the Notes to
         such Clearing Agency Participants; and

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

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

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

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


                                       15

<PAGE>

                                  ARTICLE III

                                    Covenants

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

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

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

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

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


                                       16

<PAGE>

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

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

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

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

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

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

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

         SECTION 3.04 Existence. The Issuer will keep in full effect its
existence, rights and franchises as a trust under the laws of the State of
Delaware (unless it becomes, or any

                                       17

<PAGE>

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

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

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

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

                  (iii) enforce any of the Collateral; or

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

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

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

         (b) On or before April 30 in each calendar year, beginning in 2005, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by
this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be

                                       18

<PAGE>

required to maintain the lien and security interest of this Indenture until
April 30 in the following calendar year.

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

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

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

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

         (e) Upon any partial or complete termination of the Servicer's rights
and powers pursuant to the Servicing Agreement, or any termination of the
Administrator's rights and powers pursuant to the Administration Agreement, or
any termination of the Back-up Administrator's rights and powers pursuant to the
Back-up Administration Agreement, as the

                                       19

<PAGE>

case may be, the Issuer shall promptly notify the Indenture Trustee and the
Rating Agencies. As soon as a successor Servicer, a successor Administrator, or
a successor Back-up Administrator is appointed, the Issuer shall notify the
Indenture Trustee and the Rating Agencies of such appointment, specifying in
such notice the name and address of such Successor Servicer, such Successor
Administrator or such Back-up Administrator.

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

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

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

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (B) permit any lien, charge, excise, claim, security
         interest, mortgage or other encumbrance (other than the lien of this
         Indenture) to be created on or extend to or otherwise arise upon or
         burden the Indenture Trust Estate or any part thereof or any


                                       20

<PAGE>

         interest therein or the proceeds thereof (other than tax liens and
         other liens that arise by operation of law, in each case arising solely
         as a result of an action or omission of the related Obligor, and other
         than as expressly permitted by the Basic Documents) or (C) permit the
         lien of this Indenture not to constitute a valid first priority (other
         than with respect to any such tax or other lien) security interest in
         the Indenture Trust Estate.

         SECTION 3.09 Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, on or before March 15 of each year, commencing March
15, 2005, an Officers' Certificate of the Issuer stating that:

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

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

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

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

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

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

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

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officers' Certificate of the Issuer and an Opinion of Counsel each
         stating that such consolidation or

                                       21

<PAGE>

         merger and such supplemental indenture comply with this Article III and
         that all conditions precedent herein provided for relating to such
         transaction have been complied with.

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

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

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

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

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

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

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

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



                                       22

<PAGE>

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10(b), The National Collegiate Student Loan
Trust 2004-2 will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery by the Issuer of written notice to the
Indenture Trustee stating that The National Collegiate Student Loan Trust 2004-2
is to be so released.

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

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

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

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

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

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

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

The Indenture Trustee, as a third-party beneficiary under the Student Loan
Purchase Agreements entered into by the Depositor, who has assigned its entire
right, title and interest in such Student Loan Purchase Agreements to the Issuer
pursuant to the terms of the Deposit and Sale

                                       23

<PAGE>

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

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

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

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

         SECTION 3.18 Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each default on the part of the Servicer of its
obligations under the Servicing Agreement or the Administrator of its
obligations under the Administration Agreement. In addition, the Issuer shall
deliver to the Indenture Trustee, within five days after the occurrence thereof,
written notice in the form of an Officers' Certificate of the Issuer of any
event which with the giving of notice and the lapse of time would become an
Event of Default under

                                       24

<PAGE>

Section 5.01(iii), its status and what action the Issuer is taking or proposes
to take with respect thereto.

         SECTION 3.19 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

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

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

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

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

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

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

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

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

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


                                       25

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         (a) VALID AND CONTINUING SECURITY INTEREST. This Indenture creates a
valid and continuing security interest (as defined in the applicable Uniform
Commercial Code

                                       26

<PAGE>

("UCC") in effect in the State of Delaware) in the Financed Student Loans and
all other assets constituting part of the Indenture Trust Estate in favor of the
Indenture Trustee, which security interest is prior to all other liens, charges,
security interests, mortgages or other encumbrances, and is enforceable as such
as against creditors of and purchasers from the Issuer.

         (b) ACCOUNTS. The Financed Student Loans constitute "accounts" or
"payment intangibles" within the meaning of the applicable UCC.

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

         (d) PERFECTION BY FILING. The Issuer has caused or will have caused,
within ten days of the Closing Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Financed Student
Loans and all other assets of the Indenture Trust Estate granted to the Trustee
hereunder.

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

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

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

                                       27

<PAGE>


(v) the consideration paid received by the Issuer for the grant of the Indenture
Trust Estate was reasonably equivalent to the value of the related grant.

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

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

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

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

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

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

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

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

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

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

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

         (k) The Issuer will strictly observe legal formalities in its dealings
with any of its Affiliates, and funds or other assets of the Issuer will not be
commingled with those of any of its Affiliates. The Issuer shall not maintain
joint bank accounts or other depository accounts to

                                       28

<PAGE>

which any of its Affiliates has independent access. None of the Issuer's funds
will at any time be pooled with the funds of any of its Affiliates.

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

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

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

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

         SECTION 3.24 Reports by Issuer. The Issuer will:

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

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

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

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

                                       29

<PAGE>

compliance with any of its covenants hereunder (as to which the Indenture
Trustee is entitled to rely on an Officers' Certificate).

         SECTION 3.25 Rule 144A Information. For so long as any of the Private
Notes are outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act, (i) the Issuer will provide or cause to be
provided to any holder of such Notes and any prospective purchaser thereof
designated by such a holder, upon the request of such holder or prospective
purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (ii) the Issuer shall
update such information from time to time in order to prevent such information
from becoming false and misleading and will take such other actions as are
necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for
resales of such Private Notes conducted in accordance with Rule 144A.

                                   ARTICLE IV

                           Satisfaction and Discharge

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

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

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

                  (C) the Issuer has delivered to the Indenture Trustee an
         Officers' Certificate of the Issuer and an Opinion of Counsel, each
         meeting the applicable requirements of Section 11.01 and, subject to
         Section 11.02, each

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<PAGE>

         stating that all conditions precedent herein provided for relating to
         the satisfaction and discharge of this Indenture have been complied
         with.

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

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

                                   ARTICLE V

                                    Remedies

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

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

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


                                       31

<PAGE>

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

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

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

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

At any time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article V provided, the Interested
Noteholders representing not less than a

                                       32

<PAGE>

majority of the Outstanding Amount of the applicable Classes of Notes, by
written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:

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

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

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

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

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

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

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

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, or shall at the written direction of the Interested Noteholders,
representing not less than a majority of the Outstanding Amount of the
applicable Classes of Notes, as more particularly provided in Section 5.04,
proceed to protect and enforce its rights, the rights of the holders of the
Notes, as applicable, by such appropriate Proceedings as the Indenture Trustee
shall deem most

                                       33

<PAGE>

effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

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

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

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

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

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

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


                                       34
<PAGE>

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

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

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

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

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

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

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


                                       35

<PAGE>

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

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

         PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise
liquidate the Indenture Trust Estate securing the Notes following an Event of
Default, other than an Event of Default described in Section 5.01(i) or (ii),
unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of
such sale are sufficient to pay in full the principal of and the accrued
interest on the Notes or (z) the Indenture Trustee determines that the
collections on the Financed Student Loans would not be sufficient on an ongoing
basis to make all payments on the Notes as such payments would have become due
if such obligations had not been declared due and payable, and the Indenture
Trustee obtains the consent of the holders of Notes, representing not less than
a 66.67% of the Outstanding Amount of the Notes.

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

                  First: pro rata based upon amounts owed to the Owner Trustee
         for amounts due under Article X of the Trust Agreement, to the
         Indenture Trustee for amounts due under Section 6.07, to the Irish
         Paying Agent for amounts due under the Irish Paying Agent Agreement, to
         the Grantor Trustee for amounts due under the Grantor Trust Agreement,
         to the Back-up Administrator for amounts due under the Back-up
         Administration Agreement, not to exceed $250,000 per annum in the
         aggregate, and (ii) to the Servicer and the Administrator, the unpaid
         fees owed by the Issuer to such parties;

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

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

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

                  Fifth: to the holders of the Class B Notes for amounts due and
         unpaid on the Class B Notes for principal, without preference or
         priority of any kind, according to the

                                       36

<PAGE>

         amounts due and payable on the Class B Notes for principal, until the
         Outstanding Amount of the Class B Notes is zero;

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

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

                  Eighth: pro rata based upon amounts owed, to the Owner
         Trustee, the Indenture Trustee, the Irish Paying Agent, the Grantor
         Trustee and the Back-up Administrator, for all amounts due and owing to
         such parties under the Basic Documents to the extent not paid pursuant
         to priority FIRST above, to FMC, for any unreimbursed Advances made
         pursuant to Section 8.11, and to the Servicer, the Administrator and
         the Guarantee Agency, for all amounts due and owing to such parties
         pursuant to the Basic Documents, and

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

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

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

                  First: pro rata based upon amounts owed (i) to the Owner
         Trustee for amounts due under Article X of the Trust Agreement, to the
         Indenture Trustee for amounts due under Section 6.07, to the Irish
         Paying Agent for amounts due under the Irish Paying Agent Agreement, to
         the Grantor Trustee for amounts due under the Grantor Trust Agreement,
         to the Back-up Administrator for amounts due under the Back-up
         Administration Agreement, not to exceed $250,000 per annum in the
         aggregate, and (ii) to the Servicer and the Administrator, the unpaid
         fees owed by the Issuer to such parties;

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


                                       37

<PAGE>

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

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

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

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

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

                  Eighth: pro rata based upon amounts owed, to the Owner
         Trustee, the Indenture Trustee, the Irish Paying Agent, the Grantor
         Trustee and the Back-up Administrator, for all amounts due and owning
         to such parties under the Basic Documents to the extent not paid
         pursuant to priority FIRST above, to FMC, for any unreimbursed Advances
         made pursuant to Section 8.11, and to the Servicer, the Administrator
         and the Guarantee Agency, for all amounts due and owing to such parties
         pursuant to the Basic Documents, and

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

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



                                       38

<PAGE>

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

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

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

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

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

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

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

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

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

         SECTION 5.08 Restoration of Rights and Remedies. If the Indenture
Trustee or any holder of Notes has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such holder of Notes, then and in every such case the Issuer, the
Indenture Trustee and the holders of the Notes shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions

                                       39

<PAGE>

hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the holders of the Notes shall continue as though no such Proceeding had been
instituted.

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

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

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

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

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

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

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

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

         SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the Notes as provided in Section 5.02, the Interested
Noteholders representing not less than a majority of the Outstanding Amount of
the applicable Classes of Notes, may waive

                                       40

<PAGE>

any past Default and its consequences except a Default (a) in payment when due
of principal of or interest on any Note or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of each
holder of the Notes. In the case of any such waiver, the Issuer, the Indenture
Trustee and the holders of the Notes shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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

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

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

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

         SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee, and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure

                                       41

<PAGE>

the performance and observance by the Depositor, the Sellers, the Administrator,
the Back-up Administrator, and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Basic Documents in
accordance with the terms thereof, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Basic Documents, including the transmission of notices of default and
the institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor, the Sellers, the Administrator, the Back-up
Administrator or the Servicer of each of their obligations under the Basic
Documents.

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

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

                                   ARTICLE VI

                              The Indenture Trustee

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

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

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


                                       42

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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

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

         SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not

                                       44

<PAGE>

Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Indenture Trustee must
comply with Section 6.11.

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

         SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
Agencies prior written notice of any such transaction.

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

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<PAGE>

or in the name of the successor to the Indenture Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Indenture Trustee shall
have.

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

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

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

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

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

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


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<PAGE>

protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

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

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

         SECTION 6.12 Back-up Certification. The Indenture Trustee shall provide
the Depositor with a certificate substantially in the form attached hereto as
Exhibit I at the request of the Administrator; provided that the Indenture
Trustee shall have no responsibility to file such certificate with the
Securities and Exchange Commission.

                                  ARTICLE VII

                         Noteholders' Lists and Reports

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

         SECTION 7.02 Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the holders of the Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of the holders of the

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<PAGE>

Notes received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.

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

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

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

         (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on June 30 of each year.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

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

         (c) The Indenture Trustee shall deposit into the Collection Account the
aggregate Purchase Amount it receives with respect to Purchased Student Loans
and all other amounts received from the Sellers or the Servicer with respect to
the Student Loans.


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<PAGE>

         SECTION 8.02 Trust Accounts. (a)(i) The Issuer, for the benefit of the
Noteholders and itself, shall establish and maintain in the name of the
Indenture Trustee an Eligible Deposit Account (the "Collection Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Noteholders and the Issuer. The Collection Account
will initially be established as a segregated account at U.S. Bank National
Association in the name of the Indenture Trustee. The Issuer will make an
initial deposit on the Closing Date into the Collection Account of cash equal to
$924,349,068.86, which amount will be disbursed on the Closing Date by the
Indenture Trustee, pursuant to written instructions of the Administrator, to
acquire the Financed Student Loans.

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

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

         (c) The Indenture Trustee, on behalf of the Noteholders, shall possess
all right, title and interest in all funds on deposit from time to time in the
Trust Accounts and in all proceeds thereof (including all income thereon) and
all such funds, investments, proceeds and income shall be part of the Indenture
Trust Estate. Subject to the Issuer's power to instruct the Indenture Trustee
pursuant to paragraph (b) above, the Trust Accounts shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible
Deposit Account, the Indenture Trustee (or the Administrator on its behalf)
agrees, by its acceptance hereto, that it shall within 5 Business Days


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<PAGE>

(or such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Trust Account as an Eligible Deposit Account
and shall transfer any cash and/or any investments to such new Trust Account. In
connection with the foregoing, the Issuer agrees that, in the event that any of
the Trust Accounts are not accounts with the Indenture Trustee, the Issuer shall
notify the Indenture Trustee, in writing, promptly upon any of such Trust
Accounts ceasing to be an Eligible Deposit Account.

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

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

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

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

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

                           (F) Each Trust Account provided for herein to be
                  established and maintained by the Indenture Trustee shall be
                  so established and maintained by the Indenture Trustee, as
                  securities intermediary (in such capacity, the "Securities
                  Intermediary"). Each item of "investment property" within the
                  meaning of Section 9-102(a)(49) of the New York Uniform
                  Commercial Code (which shall not be deemed to include the
                  Financed Student Loans or the related notes evidencing the
                  Financed Student Loans) or "money" within the meaning of


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<PAGE>

                  Section 1-201(24) of the New York Uniform Commercial Code,
                  that is (whether investment property, security, instrument or
                  cash) credited to such a Trust Account shall be treated as a
                  "financial asset" within the meaning of Section 8-102(a)(9) of
                  the New York Uniform Commercial Code. The State of New York
                  shall be deemed to be the Securities Intermediary's location
                  for purposes of the New York Uniform Commercial Code, and each
                  such Trust Account (as well as the securities entitlements
                  related thereto) shall be governed by the laws of the State of
                  New York; and

                           (G) Following the filing of any UCC financing
                  statement with respect to this Indenture the Indenture Trustee
                  hereby agrees to notify the Issuer six months prior to the
                  expiration of such filing of the need to file continuation
                  statements, and to the extent permitted by law, the Issuer
                  shall execute and file such continuation statements, and
                  provide a copy thereof to the Indenture Trustee along with an
                  Opinion of Counsel to the effect that all action has been
                  taken as is necessary to maintain the lien and security
                  interest created by this Indenture.

         (d) On each Distribution Date on which neither a Class B Note Interest
Trigger nor a Class C Note Interest Trigger is in effect, the Administrator
shall instruct the Indenture Trustee in writing (based on the information
contained in the Administrator's Officer's Certificate and each related
Servicer's Report delivered pursuant to the Administration Agreement) to make
the following deposits and distributions to the Persons or to the account
specified below by 11:00 a.m. (New York time), to the extent of the amount of
Available Funds in the Collection Account, in the following order of priority
(except as otherwise provided in Sections 5.04(b) or 5.04(c) and the Indenture
Trustee shall comply with such instruction:

                  (1) FIRST, pro rata: (i) Indenture Trustee fees and expenses,
         Irish Paying Agent fees and expenses, Grantor Trustee fees and
         expenses, Owner Trustee fees and expenses, and Back-up Administrator
         fees and expenses in an aggregate amount not to exceed $250,000, per
         annum; (ii) Servicing Fees with respect to the Financed Student Loans
         due on such Distribution Date and all prior unpaid Servicing Fees
         allocated to the Financed Student Loans up to the amount specified in
         the Servicing Agreement, and (iii) Administration Fees with respect to
         the Financed Student Loans up to the amount specified in the
         Administration Agreement;

                  (2) SECOND, to TERI, the additional guaranty fees pursuant to
         the TERI Guaranty Agreements, which will be deposited into the TERI
         Pledge Fund;

                  (3) THIRD, to the holders of each Class of Class A Notes, the
         Noteholders' Interest Distribution Amount for such Class A Notes on a
         pro rata basis;

                  (4) FOURTH, to the holders of the Class B Notes, the
         Noteholders' Interest Distribution Amount for the Class B Notes;

                  (5) FIFTH, to the holders of the Class C Notes, the
         Noteholders' Interest Distribution Amount for the Class C Notes;


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<PAGE>

                  (6) SIXTH, to the Reserve Account, an amount, up to the
         amount, if any, necessary to reinstate the balance of the Reserve
         Account to the greater of the amounts determined pursuant to clauses
         (b) and (c) of the definition of Specified Reserve Account Balance;

                  (7) SEVENTH, to TERI, to purchase Rehabilitated Financed
         Student Loans;

                  (8) EIGHTH, to the holders of (i) the Class A-1 Notes, until
         paid in full, then (ii) the Class A-2 Notes, until paid in full, then
         (iii) the Class A-3 Notes, until paid in full, then (iv) the Class A-4
         Notes, until paid in full, then (v) the Class A-5-1 Notes, until paid
         in full, then (vi) the Class A-5-2 Notes, until paid in full, then
         (vii) the Class A-5-3 Notes, until paid in full, then (viii) the Class
         A-5-4 Notes, until paid in full, then (ix) the Class A-5-5 Notes, until
         paid in full, then (x) the Class A-5-6 Notes, until paid in full, then
         (xi) the Class B Notes, until paid in full, and finally, (viii) the
         Class C Notes, until paid in full, the Noteholders' Principal
         Distribution Amount; PROVIDED, however, that on and after the Stepdown
         Date and so long as no Subordinate Note Principal Trigger has occurred
         and remains in effect, the Class A Percentage of the Noteholders'
         Principal Distribution Amount will be payable to the Class A Notes (in
         the same order of priority set forth above), the Class B Percentage of
         the Noteholders' Principal Distribution Amount will be payable to the
         Class B Notes and the Class C Percentage of the Noteholders' Principal
         Distribution Amount will be payable to the Class C Notes until paid in
         full;

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

                  (10) TENTH, (a) on and after the 10% Pool Balance Distribution
         Date, (b) while a Turbo Parity Trigger is in effect or (c) if a TERI
         Turbo Trigger has occurred, to the holders of the Notes, any remaining
         amounts as payment of principal allocated among the Noteholders as
         described in priority EIGHTH until the Outstanding Amount of each Class
         of Notes is reduced to zero; and

                  (11) ELEVENTH, to FMC, any unpaid and accrued structuring
         advisory fees, and then to the Certificateholders, any remaining
         amounts.

         Notwithstanding the foregoing, for each Distribution Date on which (i)
a Class B Note Interest Trigger is in effect, amounts payable pursuant to
priority FOURTH and priority FIFTH will instead be paid following priority
EIGHTH, and (ii) a Class C Note Interest Trigger is in effect, amounts payable
pursuant to priority FIFTH will be paid following priority EIGHTH.


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<PAGE>

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

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

         (c) If (i) the Issuer shall have failed to give investment directions
for any funds on deposit in the Trust Accounts to the Indenture Trustee by 10:00
a.m. Eastern Time (or such other time as may be agreed by the Issuer and
Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred
and be continuing, but the Notes shall not have been declared due and payable
pursuant to Section 5.02, or, if such Notes shall have been declared due and
payable following an Event of Default, amounts collected or receivable from the
Indenture Trust Estate are being applied in accordance with Section 5.04 as if
there had not been such a declaration; then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Trust Accounts in
one or more Eligible Investments.

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

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


                                       54

<PAGE>

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

         SECTION 8.06 Cost of Issuance Account. The Issuer shall establish and
maintain in the name of the Indenture Trustee an Eligible Deposit Account (the
"Cost of Issuance Account"). The Cost of Issuance Account shall not be a Trust
Account and the Noteholders shall have no interest in the amount deposited
therein. The Cost of Issuance Account initially will be established as a
segregated account at U.S. Bank National Association in the name of the
Indenture Trustee. The Issuer shall make a deposit into the Cost of Issuance
Account on the Closing Date in an amount equal to $3,214,046. Upon receipt of
written instructions from the Administrator, the Indenture Trustee shall remit
funds on deposit in the Cost of Issuance Account to pay the costs and expenses
incurred by the Issuer in connection with issuing the Notes. Commencing 60 days
after the Closing Date, the Indenture Trustee shall remit funds, if any,
remaining in the Cost of Issuance Account as directed in writing by the
Administrator.

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

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

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

         (b) (i) If the amounts payable for any Distribution Date pursuant to
Section 8.02(d)(1) exceed the amount distributed or allocated to the applicable
parties on such Distribution Date, the Administrator shall instruct the
Indenture Trustee in writing to withdraw from the Reserve Account on such
Distribution Date an amount equal to such excess, to the

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<PAGE>

extent of funds available therein, and to distribute or allocate such amounts to
the applicable parties pro rata (based upon the amount owed to such parties).

                  (ii) [Reserved]

                  (iii) If the amounts payable for any Distribution Date
         pursuant to Section 8.02(d)(2) exceed the amount transferred to the
         TERI Pledge Fund on such Distribution Date, the Administrator shall
         instruct the Indenture Trustee in writing to withdraw from the Reserve
         Account on such Distribution Date an amount equal to such excess, to
         the extent of funds available therein after giving effect to paragraphs
         (b)(i) through (b)(ii) above, and to transfer such amount to the TERI
         Pledge Fund.

                  (iv) If the Noteholders' Interest Distribution Amount with
         respect to the Class A Notes for a Distribution Date exceeds the amount
         distributed to the holders of the Class A Notes on such Distribution
         Date, the Administrator shall instruct the Indenture Trustee in writing
         to withdraw from the Reserve Account on such Distribution Date an
         amount equal to such excess, to the extent of funds available therein
         after giving effect to paragraph (b)(i) through (b)(iii) above, and to
         distribute such amount pro rata (based on the amount of such excess
         allocable to the holders of the Class A Notes), to the holders of the
         Class A Notes entitled thereto.

                  (v) If on the Final Maturity Date for a Class of Class A
         Notes, the outstanding principal balance of the applicable Class of
         Class A Notes (prior to giving effect to any distribution of principal
         thereon on such date) exceeds the amount of principal distributed to
         the holders of the applicable Class of Class A Notes on such date, the
         Administrator shall instruct the Indenture Trustee in writing on such
         date to withdraw from the Reserve Account on such date an amount equal
         to such excess, to the extent of funds available therein, after giving
         effect to paragraphs (b)(i) through (b)(iv) above and to distribute
         such amount to the holders of the applicable Class of Class A Notes, in
         the same order and priority as is set forth in Section 8.02(d)(8).

                  (vi) If the Noteholders' Interest Distribution Amount with
         respect to the Class B Notes for a Distribution Date exceeds the amount
         distributed to the holders of the Class B Notes on such Distribution
         Date, the Administrator shall instruct the Indenture Trustee in writing
         to withdraw from the Reserve Account on such Distribution Date an
         amount equal to such excess, to the extent of funds available therein
         after giving effect to paragraph (b)(i) through (b)(v) above, and to
         distribute such amount, to the holders of the Class B Notes entitled
         thereto.

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



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<PAGE>

                  (viii) If the Noteholders' Interest Distribution Amount with
         respect to the Class C Notes for a Distribution Date exceeds the amount
         distributed to the holders of the Class C Notes on such Distribution
         Date, the Administrator shall instruct the Indenture Trustee in writing
         to withdraw from the Reserve Account on such Distribution Date an
         amount equal to such excess, to the extent of funds available therein
         after giving effect to paragraph (b)(i) through (b)(vii) above, and to
         distribute such amount to the holders of the Class C Notes entitled
         thereto.

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

         (c) If the amount on deposit in the Reserve Account on any Distribution
Date (without giving effect to all deposits or withdrawals therefrom on such
Distribution Date) is greater than the Specified Reserve Account Balance for
such Distribution Date, the Issuer shall instruct the Indenture Trustee in
writing to deposit the amount of such excess into the Collection Account for
distribution on such Distribution Date.

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

                           (1) the amount of the distribution allocable to
                  principal of each Class of Notes;

                           (2) the amount of the distribution allocable to
                  interest on each Class of Notes, together with the interest
                  rates applicable with respect thereto;

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

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

                           (5) for each Distribution Date (A) the amount of fees
                  and expenses paid to the Indenture Trustee, the Owner Trustee
                  and the Grantor Trustee; (B) the amount of the Servicing Fee
                  and expenses paid to the Servicer; (C) the amount of fees paid
                  to TERI; (D) the amount of the Administration Fee and expenses
                  paid to

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<PAGE>


                  the Administrator, and (E) the amount of the Back-Up
                  Administration Fee and expenses paid to the Back-Up
                  Administrator, and, in each case, with respect to such
                  Collection Period, together with the amount, if any, remaining
                  unpaid after giving effect to all such payments;

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

                           (7) the balance of the Reserve Account on such
                  Distribution Date, after giving effect to changes therein on
                  such Distribution Date;

                           (8) the amounts withdrawn from the Reserve Account on
                  such Distribution Date; and

                           (9) the amount of any Advance with respect to such
                  Distribution Date;

                           (10) the amount transferred to the TERI Pledge Fund
                  to acquire Rehabilitated Student Loans with respect to such
                  Distribution Date.

                           Each amount set forth pursuant to clauses (1), (2),
                  (3), (5) and (6) above shall be expressed as a dollar amount
                  per $50,000 of original principal balance of a Note. A copy of
                  the statements referred to above may be obtained by any Note
                  Owner by a written request to the Indenture Trustee addressed
                  to the Corporate Trust Office.

         SECTION 8.10 [Reserved]

         SECTION 8.11 Advances. (a) On or prior to any Distribution Date, a
Certificateholder may, but shall not be obligated to, make an optional deposit
(each, an "Optional Deposit") to the Reserve Account from funds to be released
to such Certificateholder pursuant to Section 8.02(d)(11) on such Distribution
Date or otherwise. Any such Optional Deposit shall be applied on the related
Distribution Date in the same manner as other funds on deposit in the Reserve
Account on the related Distribution Date in accordance with Section 8.08.

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



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                                   ARTICLE IX

                             Supplemental Indentures

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

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

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

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

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

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

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

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

         (b) The Administrator, on behalf of the Issuer and the Indenture
Trustee, when authorized by an Issuer Order, may, also without the consent of
any of the holders of the Notes but upon satisfying the Rating Agency Condition,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture, including modifying in any manner the rights of
the holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such
action shall not, as

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<PAGE>


evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any holder of the Notes.

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

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

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

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

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

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

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

                  (vii) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Indenture Trust Estate or, except as otherwise permitted or
         contemplated herein, terminate the lien of this Indenture on any

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<PAGE>


         property at any time subject hereto or deprive any holder of any Note
         of the security provided by the lien of this Indenture; or

                  (viii) change the definition of Interested Noteholders.

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

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

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

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

         SECTION 9.05 [Reserved]

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

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


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                                   ARTICLE X

                             Reporting Requirements

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

         SECTION 10.02 Annual Independent Public Accountants' Servicing Report.
Within 90 days of the end of the Servicer's regular fiscal-year or calendar-year
audit period, the Issuer shall cause the Servicer, at the Servicer's expense, to
cause a firm of independent public accountants to furnish a statement to the
Administrator and the Indenture Trustee in accordance with the Servicing
Agreement. Copies of any such statement shall be provided to the Rating Agencies
rating the Notes.

                                   ARTICLE XI

                                  Miscellaneous

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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



                                       63
<PAGE>

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

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

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

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

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

         (b) the Issuer by the Indenture Trustee or by any holder of Notes shall
be sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: The National Collegiate Student
Loan Trust 2004-2, c/o Wachovia Trust Company, National Association, as Owner
Trustee, One Rodney Square, 1st Floor, 920 King Street, Wilmington, Delaware
19801, Attention: Corporate Trust Administration; with a copy to: The First
Marblehead Corporation, The Prudential Tower, 800 Boylston Street, 34th Floor,
Boston, Massachusetts 02199-8157, Attention: Controller, with a copy to Richard
P. Zermani, Esq., or at any other address previously furnished in writing to the
Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly
transmit any notice received by it from the holders of the Notes to the
Indenture Trustee.

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



                                       64
<PAGE>


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

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

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

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

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

         SECTION 11.07 [Reserved]

         SECTION 11.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 11.09 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind the successors, co-trustees and agents (excluding any
legal representatives or accountants) of the Indenture Trustee.

         SECTION 11.10 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



                                       65
<PAGE>

         SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the holders of the Notes, and any
other party secured hereunder, and any other Person with an ownership interest
in any part of the Indenture Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

         SECTION 11.12 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         SECTION 11.13 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THIS
INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TIA THAT ARE REQUIRED TO BE PART
OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH
PROVISIONS.

         SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the holders of the Notes or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

         SECTION 11.16 Trust Obligations. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Administrator,
the Back-up Administrator, the Servicer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against (i) the Administrator,
the Back-up Administrator, the Servicer, the Indenture Trustee or the Owner
Trustee in its individual capacity or (ii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Administrator, the Back-up
Administrator, the Servicer, the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder or owner of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or assign of the
Administrator, the Back-up Administrator, the Servicer, the Indenture Trustee or
the Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary


                                       66
<PAGE>

shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

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

         SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each holder of each Class of the Notes, by accepting a Note,
hereby covenant and agree that they will not at any time institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency, receivership or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the other Basic Documents.

         SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information obtained from such examination or inspection except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

         SECTION 11.19 Third-Party Beneficiaries. This Indenture will inure to
the benefit of and be binding upon the parties hereto, the Noteholders, the Note
Owners and their respective successors and permitted assigns. Except as
otherwise provided in this Indenture, no other person will have any right or
obligation hereunder.



                                       67
<PAGE>






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

                          THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2,
                          By:     WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely as
                                  Owner Trustee,
                          By:     /s/ Sterling C. Correia
                                  ----------------------------------------------
                          Name:   Sterling C. Correia
                          Title:  Vice President


                          U.S. BANK NATIONAL
                          ASSOCIATION, not in its
                          individual capacity but
                          solely as Indenture Trustee,
                          By:     /s/ Vaneta I. Bernard
                                  ----------------------------------------------
                          Name:   Vaneta I. Bernard
                          Title:  Vice President






<PAGE>




STATE OF DELAWARE       )
                        ) ss.:
COUNTY OF NEW CASTLE    )



         On the 2nd day of November in the year 2004, before me, the
undersigned, personally appeared Sterling Correia, an Authorized Officer, of
WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Owner Trustee of THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2004-2, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 2nd day of November, 2004.

                                         G. Marie Hoffman
                                         ----------------------------------
                                         Notary Public in and for
                                         the State of Delaware.




         My commission expires: 10/31/06

         [SEAL]




<PAGE>




STATE OF MASSACHUSETTS     )
                           ) ss.:
COUNTY OF SUFFOLK          )




         On the 28 day of October in the year 2004, before me, the undersigned,
personally appeared Veneta I. Bernard, a Vice President of U.S. BANK NATIONAL
ASSOCIATION, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of October, 2004.

                                         Grace Lee
                                         ------------------------------
                                         Notary Public in and for
                                         the State of MA.


         My commission expires: 4/21/06






<PAGE>

                                   APPENDIX A

                              DEFINITIONS AND USAGE

                                      Usage

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

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

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

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

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

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


                                  Appendix A-1


<PAGE>




                                   Definitions

         "Accountant" means PricewaterhouseCoopers LLP and any other independent
certified public accountant as may be selected by the Issuer and satisfying the
Rating Agency Condition.

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

         "Administration Agreement" means the Administration Agreement dated as
of October 28, 2004, among the Issuer, the Indenture Trustee, the Owner Trustee,
the Depositor and the Administrator.

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

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

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

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

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

         "Applicable Index" means with respect to each Class of Notes, One-Month
LIBOR; PROVIDED, however, with respect to the initial Interest Period, the
Applicable Index shall be determined by the following formula:

                           X + 29/30*(Y-X)]

                           Where: X = One-Month LIBOR, and

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

         "Applicable Note Margin" means: 0.11% for the Class A-1 Notes, 0.15%
for the Class A-2 Notes, 0.21% for the Class A-3 Notes, 0.31% for the Class A-4
Notes, 0.48% for the Class A-5-1 Notes, 10.23% from October 28, 2004 to October
26, 2008 and 0.48% thereafter for the Class A-5-2 Notes, 10.23% from October 28,
2004 to October 25, 2009 and 0.48% thereafter for the Class A-5-3 Notes, 10.23%
from October 28, 2004 to October 24, 2010 and 0.48%

                                  Appendix A-2


<PAGE>

thereafter for the Class A-5-4 Notes, 10.23% from October 28, 2004 to October
24, 2011 and 0.48% thereafter for the Class A-5-5 Notes, 10.23% from October 28,
2004 to October 24, 2012 and 0.48% thereafter for the Class A-5-6 Notes, 0.54%
for the Class B Notes, and 0.80% for the Class C Notes.

         "Applicable Procedures" has the meaning specified in Section 2.04(j)(i)
of the Indenture.

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

         "Available Funds" means, with respect to any Distribution Date or any
other distribution date pursuant to Section 5.04 of the Indenture, the sum of
the following amounts received with respect to the then elapsed portion of the
related Collection Period to the extent not previously distributed:

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

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

                  (iii) the aggregate Purchase Amounts received for Financed
         Student Loans repurchased by a Seller or the Servicer or under an
         obligation which arose during the elapsed portion of such Collection
         Period;

                  (iv) Investment Earnings for such Distribution Date;

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

                  (vii) [Reserved]

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

                  (ix) any proceeds received in connection with the sale of the
         Student Loans, or sums collected by the Indenture Trustee pursuant to
         Sections 5.03 or 5.04(a) of the Indenture; PROVIDED, HOWEVER, that
         Available Funds will exclude all payments and proceeds (including
         Liquidation Proceeds) of any Financed Student

                                  Appendix A-3

<PAGE>

         Loans, the related Purchase Amount of which has been included in
         Available Funds, for a prior Distribution Date; PROVIDED, FURTHER, that
         if on any Distribution Date there would not be sufficient funds, after
         application of Available Funds and amounts available from the Reserve
         Account, to pay any of the items specified in clauses (1) through (5)
         of Section 8.02(d) of the Indenture for such Distribution Date, then
         Available Funds for such Distribution Date will include, in addition to
         the Available Funds, amounts being held pursuant to Section 8.01 of the
         Indenture, or on deposit in the Collection Account, with respect to
         Available Funds relating to such Distribution Date which would have
         constituted Available Funds for the Distribution Date succeeding such
         Distribution Date, up to the amount necessary to pay the items
         specified in clause (1) through (5) of Section 8.02(d) of the
         Indenture, and the Available Funds, for such succeeding Distribution
         Date will be adjusted accordingly.

         "Back-up Administration Agreement": means the Back-up Administration
Agreement dated as of October 28, 2004 among the Issuer, Back-up Administrator,
the Owner Trustee, the Administrator and the Depositor.

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

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

         "Back-up Administrator Default" means the occurrence of any event
specified in Section 8(d) of the Administration Agreement.

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

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

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

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


                                  Appendix A-4

<PAGE>

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

         "Certificateholders" means the Persons in whose names Certificates are
registered.

         "Class" means reference to any of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5-1, Class A-5-2, Class A-5-3, Class A-5-4, Class A-5-5,
Class A-5-6, Class B or Class C Notes, as applicable.

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

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

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

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

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

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

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

         "Class A-5-1 Note" means a Class A-5-1 Note issued pursuant to the
Indenture, substantially in the form of Exhibit A-5-1 thereto.

         "Class A-5-2 Note" means a Class A-5-2 Note issued pursuant to the
Indenture, substantially in the form of Exhibit A-5-2 thereto.

         "Class A-5-3 Note" means a Class A-5-3 Note issued pursuant to the
Indenture, substantially in the form of Exhibit A-5-3 thereto.

         "Class A-5-4 Note" means a Class A-5-4 Note issued pursuant to the
Indenture, substantially in the form of Exhibit A-5-4 thereto.

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



                                  Appendix A-5

<PAGE>

         "Class A-5-6 Note" means a Class A-5-6 Note issued pursuant to the
Indenture, substantially in the form of Exhibit A-5-6 thereto.

         "Class B Note" means a Class B Note issued pursuant to the Indenture,
substantially in the form of Exhibit A-6 thereto.

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

         "Class B Note Interest Trigger" means on any Distribution Date, if, on
the last day of the related Collection Period, the aggregate Outstanding Amount
of the Class A Notes exceeds the sum of the Pool Balance plus the amount on
deposit in the Reserve Account (excluding amounts on deposit in the TERI Pledge
Fund); provided, however, that a Class B Note Interest Trigger will not be
deemed to be in effect if TERI is continuing to pay claims on Defaulted Student
Loans that have met TERI's due diligence requirements and TERI is solvent; and
provided, further, for any Distribution Date after the 10% Pool Balance
Distribution Date, amounts on deposit in the Reserve Account shall be excluded
from this calculation.

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

         "Class C Note Interest Trigger" means on any Distribution Date, if, on
the last day of the related Collection Period, the aggregate Outstanding Amount
of the Class A Notes and the Class B Notes exceeds the sum of the Pool Balance
plus the amount on deposit in the Reserve Account (excluding amounts on deposit
in the TERI Pledge Fund); provided, however, that a Class C Note Interest
Trigger will not be deemed to be in effect if TERI is continuing to pay claims
on Defaulted Student Loans that have met TERI's due diligence requirements and
TERI is solvent; and provided, further, that for any Distribution Date after the
10% Pool Balance Distribution Date, amounts on deposit in the Reserve Account
shall be excluded from this calculation.

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

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

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

         "Clearstream" means Clearstream Banking, a societe anonyme, a limited
liability company organized under the laws of Luxembourg.

         "Closing Date" means October 28, 2004.


                                  Appendix A-6

<PAGE>

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

         "Collateral" has the meaning specified in the Granting Clause of the
Indenture.

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

         "Collection Period" means, with respect to the first Distribution Date,
the period beginning on the Cutoff Date and ending on November 30, 2004, and
with respect to each subsequent Distribution Date, the Collection Period means
the calendar month immediately following the end of the previous Collection
Period.

         "Corporate Trust Office" means (i) with respect to the Indenture
Trustee and the Note Registrar (so long as the Indenture Trustee is the Note
Registrar), the designated office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the Closing Date is located at One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: The National Collegiate Student Loan Trust
2004-2 (facsimile: (617) 603-6638) or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders, the
Administrator, and the Depositor, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders, the Administrator, and the Depositor) and
(ii) with respect to the Owner Trustee, the principal corporate trust office of
the Owner Trustee located at One Rodney Square, 1st Floor, 920 King Street,
Wilmington, Delaware 19801, Attention: Corporate Trust Administration
(facsimile: (302) 888-7544); or at such other address as the Owner Trustee may
designate by notice to the Certificateholders, the Administrator and the
Depositor, or corporate trust office of any successor Owner Trustee (the address
of which the successor Owner Trustee will notify the Certificateholders, the
Administrator, the Back-up Administrator and the Depositor).

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

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

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

         "Credit-Ready Loan" means a loan made to a borrower to pay the costs of
attendance at a school approved under the Student Loan Programs, which loan (i)
was originated

                                  Appendix A-7

<PAGE>

and underwritten to a credit-ready standard as set forth in the related Program
Manual with one signature on the note evidencing such Student Loan, and (ii) is
guaranteed by TERI.

         "Cumulative Default Rate" means, as of any Distribution Date, the
percentage equivalent of the fraction (a) the numerator of which is the
cumulative principal balance of the Financed Student Loans which are Defaulted
Student Loans on the last day of the Collection Period related to such
Distribution Date, and (b) the denominator of which is the cumulative principal
balance (on a loan by loan basis, the beginning principal balance of each
Financed Student Loan on the first date each loan first enters repayment status)
of all Financed Student Loans that have entered repayment status plus any
prepayments on such Financed Student Loans that have occurred prior to those
Financed Student Loans entering repayment.

         "Custodial Agreement" means, the Custodial Agreement, dated as of
October 28, 2004, between the Servicer and the Indenture Trustee.

         "Cutoff Date" means with respect to the Financed Student Loans,
September 30, 2004.

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

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

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

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

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

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

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

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

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


                                 Appendix A-8
<PAGE>


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

         (c) with respect to an uncertificated security:

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

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

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

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

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

(e) with respect to a security entitlement:

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

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

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

                  (i) with respect to a certificated security:

                           (A) the Indenture Trustee, acquires possession
                  thereof;

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

                           (C) a securities intermediary acting on behalf of the
                  Indenture Trustee acquires possession of thereof, only if the
                  certificate is in

                                  Appendix A-9

<PAGE>

                  registered form and has been specially endorsed to the
                  Indenture Trustee by an effective endorsement;

                  (ii) with respect to an uncertificated security:

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

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

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

                  (i) "certificated security"

                  (ii) "effective endorsement"

                  (iii) "entitlement holder"

                  (iv) "instrument"

                  (v) "securities account"

                  (vi) "securities entitlement"

                  (vii) "securities intermediary"

                  (viii) "uncertificated security"

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

         "Deposit and Sale Agreement" means the Deposit and Sale Agreement dated
as of October 1, 2004, between the Depositor and the Issuer pursuant to which
the Depositor transfers Student Loans to the Issuer.

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

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

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


                                 Appendix A-10

<PAGE>

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

         "Distribution Date" means, the 25th calendar day of each month of if
such day is not a Business Day, the next Business Day, commencing December 27,
2004.

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

         "DTC Custodian" means the Indenture Trustee as a custodian for DTC.

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

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

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

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

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

                                 Appendix A-11

<PAGE>


of a Person other than such depository institution or trust company) thereof
shall have a credit rating from Moody's, S&P and Fitch in the highest investment
category granted thereby;

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

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

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

(f) any other investment permitted by each of the Rating Agencies and as set
forth in writing delivered to the Indenture Trustee; provided that such
investment is consistent with the definition of an "eligible investment"
contained in FASB 140, Paragraph 35.

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

         "Euroclear" means the Euroclear System, or any successor thereto.

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

         "FASB" means the Financial Accounting Standards Board. ----

         "FDIC" means the Federal Deposit Insurance Corporation. ----

         "Final Maturity Date" means for the (i) Class A-1 Notes, the April 25,
2023 Distribution Date, (ii) Class A-2 Notes, the October 27, 2025 Distribution
Date, (iii) Class A-3 Notes, the April 26, 2027 Distribution Date, (iv) Class
A-4 Notes, the November 27, 2028 Distribution Date, (v) Class A-5-1 Notes, the
December 26, 2033 Distribution Date, (vi) Class A-5-2 Notes, the December 26,
2033 Distribution Date, (vii) Class A-5-3 Notes, the December 26, 2033
Distribution Date, (viii) Class A-5-4 Notes, the December 26, 2033 Distribution
Date, (ix) Class A-5-5 Notes, the December 26, 2033 Distribution Date, (x) Class
A-5-6 Notes, the December 26, 2033 Distribution Date, (xi) Class B Notes,
December 26, 2033 Distribution Date, and (xii) Class C Notes, the December 26,
2033 Distribution Date.



                                 Appendix A-12

<PAGE>

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

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

         "FMC" means The First Marblehead Corporation.

         "Fitch" means Fitch, Inc., and its successors and assigns.

         "Global Note" means any Note registered in the name of the Depository
or its nominee, beneficial interests of which are reflected on the books of the
Depository or on the books of a Person maintaining any account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). The Global Note shall include the Rule 144A Global Notes
and the Regulation S Global Notes.

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

         "Grantor Trust" means NCF Grantor Trust 2004-2.

         "Grantor Trustee" means U.S. Bank National Association, not in its
individual capacity but solely as Grantor Trustee under the Grantor Trust
Agreement.

         "Grantor Trust Agreement" means the Grantor Trust Agreement dated as of
October 28, 2004 between the Depositor and the Grantor Trustee.

         "Grantor Trust Certificates" means the Class A-5-1, Class A-5-2 and
Class A-IO Certificates issued pursuant to the Grantor Trust Agreement,
substantially in the form of Exhibits A-1, A-2 and A-3 thereto.

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

         "Guarantee Agency" means TERI.



                                 Appendix A-13

<PAGE>

         "Guarantee Agreements" means the TERI Guarantee Agreements.

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

         "Indenture" means the Indenture dated as of October 1, 2004, between
the Issuer and the Indenture Trustee.

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

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

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

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

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

         "Individual Note" means any Note registered in the name of a holder
other than the Depository or its nominee.

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

         "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any


                                 Appendix A-14

<PAGE>

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

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

         "Interest Period" means, with respect to a Distribution Date for a
Class of Notes, the period from and including the Closing Date or the most
recent Distribution Date for that Class of Notes on which interest on the Notes
has been distributed to but excluding the current Distribution Date.

         "Interest Rate Change Date" means for each Interest Period, the date or
dates, based on the Applicable Index, on which the rate of interest for a Class
of Notes is to be reset.

         "Interest Rate Determination Date" means, for each Interest Period, the
related LIBOR Determination Date.

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

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

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

         "Irish Paying Agent Agreement" means Irish Paying Agency Agreement
dated as of October 28, 2004 between the Irish Paying Agent and the
Administrator on behalf of the Issuer and the Grantor Trust.

         "Issuer" means The National Collegiate Student Loan Trust 2004-2 until
a successor replaces it and, thereafter, means the successor.



                                 Appendix A-15

<PAGE>

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

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

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

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

         "Liquidated Student Loan" means any defaulted Financed Student Loan,
liquidated by the Servicer.

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

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

         "Note Depository Agreement" means the agreement dated as of October 27,
2004 relating to the Notes, among the Issuer, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency.

         "Note Interest Rate" means, with respect to any Interest Period and
each of the Notes, the interest rate per annum equal to the sum of (x) the
Applicable Index plus (y) the Applicable Note Margin for such Class. The
interest rate per annum for (i) the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes, Class B Notes and Class C Notes will be computed on the
basis of the actual number of days elapsed in the related Interest Period
divided by 360, and (ii) the Class A-5 Notes will be computed on a 30/360 basis,
meaning a year of 360 days that is comprised of 12 months consisting of 30 days
each; provided, however, that the initial Interest Period for the Class A-5
Notes shall be deemed to consist of 59 days.

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


                                 Appendix A-16

<PAGE>

         "Note Parity Trigger" means on any Distribution Date if (a) the sum of
the Pool Balance plus amounts on deposit in the Reserve Account (excluding
amounts on deposit in the TERI Pledge Fund) at the end of the preceding
Collection Period is less than (b) 101% of the Outstanding Amount of the Notes
after payments on that Distribution Date.

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

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

         "Noteholders' Interest Carryover Shortfall" means, with respect to any
Distribution Date and any Class of Notes, the excess of (i) the sum of the
related Noteholders' Interest Distribution Amount with respect to that Class of
Notes, on the preceding Distribution Date for the Class of Notes over (ii) the
amount of interest actually distributed to the holders of that Class of Notes on
such preceding Distribution Date, plus interest on the amount of such excess
interest due to the holders of that Class of Notes to the extent permitted by
law, at the then current Note Interest Rate for that Class of Notes from such
preceding Distribution Date for that Class of Notes to the current Distribution
Date for that Class of Notes.

         "Noteholders' Interest Distribution Amount" means, with respect to any
Distribution Date and any Class of Notes, the sum of (i) the aggregate amount of
interest accrued at the applicable Note Interest Rate for the related Interest
Period on the outstanding principal balance of such Class of Notes on the
immediately preceding Distribution Date for that Class of Notes after giving
effect to all principal distributions to such Noteholders of such Class on such
date (or, in the case of the first Distribution Date, on the Closing Date) and
(ii) the Noteholders' Interest Carryover Shortfall for such Class and such
Distribution Date.

         "Noteholders' Principal Distribution Amount" means, with respect to any
Distribution Date, the amount necessary, so that after distributing such amount
to the Notes, (a) the sum of the Pool Balance, as of the last day of the related
Collection Period, plus amounts on deposit in the Reserve Account (excluding
amounts on deposit in the TERI Pledge Fund) in each case as of the last day of
the related Collection Period, equals (b) 103% of the Outstanding Amount of the
Notes; PROVIDED, HOWEVER, that the Noteholders' Principal Distribution Amount
will not exceed the Outstanding Amount of the Notes. In addition, (a) on the
Final Maturity Date for each related Class of Notes, the principal required to
be distributed to such Class of Notes will include the amount required to reduce
the Outstanding Amount of such Class of Notes to zero.

         "Notes" means collectively, the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5-1 Notes, the Class A-5-2
Notes, the Class A-5-3 Notes, the Class A-5-4 Notes, the Class A-5-5 Notes, the
Class A-5-6 Notes, the Class B Notes, and the Class C Notes.

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


                                 Appendix A-17

<PAGE>

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

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

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

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

         "Original Principal Balance" means, for any Class of Notes, the
original principal balance for such Class on the Closing Date, as set forth in
Section 2.02 of the Indenture.

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

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

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

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


                                 Appenedix A-18

<PAGE>

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

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

         "Owner Trustee" means Wachovia Trust Company, National Association, not
in its individual capacity but solely as Owner Trustee under the Trust
Agreement, and any successor thereto or assigned thereof.

         "Participant" means a Person that has an account with DTC.

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

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

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

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

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

         "Private Notes" means the Class A-5 Notes.


                                 Appendix A-19

<PAGE>


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

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

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

         "Purchased Student Loan" means a Financed Student Loan purchased by the
Servicer or repurchased by a Seller from the Issuer.

         "Qualified Institutional Buyer" has the meaning ascribed to such term
in Rule 144A under the Securities Act.

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

         "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' prior notice thereof (or such
shorter period as shall be acceptable to the Rating Agencies) and that none of
the Rating Agencies shall have notified the Administrator and the Indenture
Trustee, in writing that such action will in and of itself result in a reduction
or withdrawal of the then current rating of the Notes, based upon the review by
each such Rating Agency of payment and default performance of the Financed
Student Loans, financial information relating to the Trust, the Indenture Trust
Estate, the Guarantee Agency, the Servicer or the Administrator, and such other
information that such Rating Agency determines to review.

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

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

         "Recoveries" means, with respect to any Liquidated Student Loan, moneys
collected in respect thereof, from whatever source, during any Collection Period
following the

                                 Appendix A-20

<PAGE>


Collection Period in which such Financed Student Loan, became a Liquidated
Student Loan, net of the sum of any amounts expended by the Servicer for the
account of any Obligor and any amounts required by law to be remitted to the
Obligor.

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

         "Regulation S" means Regulation S under the Securities Act.

         "Regulation S Global Notes" means the Private Notes sold in offshore
transactions in reliance on Regulation S and represented by one or more Global
Notes deposited with the Indenture Trustee as custodian for the Depository.

         "Regulation S Investor" means, with respect to a transferee of a
Regulation S Global Note, a transferee that acquires such Private Note pursuant
to Regulation S.

         "Regulation S Transfer Certificate" means a letter substantially in the
form attached to the Indenture as Exhibit G or Exhibit H.

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

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

         "Reserve Account Initial Deposit" means $244,500,000.

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

         "Restricted Period" means the 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which Private Notes are first
offered to Persons other than the Underwriters and any other distributor (as
such term is defined in Regulation S) of the Private Notes and (b) the Closing
Date.


                                 Appendix A-21

<PAGE>

         "Rule 144A" means Rule 144A under the Securities Act.

         "Rule 144A Certification" means a letter substantially in the form
attached to the Indenture as Exhibit D.

         "Rule 144A Global Notes" means the Private Notes sold within the United
States to U.S. Persons, initially issued to Qualified Institutional Buyers in
the form of beneficial interests in one or more Global Notes, deposited with the
Indenture Trustee as custodian for the Depository.

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

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

         "SEC" means the United States Securities and Exchange Commission.

         "Securities" means the Notes.

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

         "Securities Legend" means the following legend: "THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
"QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR
(4) PURSUANT TO A VALID REGISTRATION STATEMENT."

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

         "Servicer" means the Pennsylvania Higher Education Assistance Agency or
any other loan servicer satisfying the Rating Agency Condition.


                                 Appendix A-22

<PAGE>

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

         "Servicer's Report" means any report of the Servicer delivered pursuant
to the Servicing Agreement, substantially in the form acceptable to the
Administrator.

         "Servicing Agreement" means the agreement by which the Pennsylvania
Higher Education Assistance Agency will act as the Servicer, dated as of October
16, 2001, as amended, between FMC and the Pennsylvania Higher Education
Assistance Agency, which agreement will be assigned to the Trust concurrent with
the initial purchase of Financed Student Loans, or any other servicing agreement
between the Issuer and a servicer under which such servicer agrees to service
Financed Student Loans included in the Indenture Trust Estate, which servicing
agreement shall satisfy the Rating Agency Condition.

         "Servicing Fee" means the fee payable to the Servicer pursuant to the
Servicing Agreement as in effect on the Closing Date; such fee may be increased
upon satisfying the Rating Agency Condition.

         "Specified Reserve Account Balance" means, on any Distribution Date
beginning with the Distribution Date in November 2005 (after giving effect to
all deposits or withdrawals therefrom on that Distribution Date) the greater of
(a) the respective amount listed below for that Distribution Date:

<TABLE>
<CAPTION>

       Distribution Date                    Amount                    Distribution Date               Amount
       -----------------                    ------                    -----------------               ------
<S>                                       <C>                  <C>                                      <C>
November 2005                             $225,000,000          October 2007                             $30,000,000
December 2005                             $210,000,000          November 2007                            $28,000,000
January 2006                              $195,000,000          December 2007                            $26,000,000
February 2006                             $183,000,000          January 2008                             $24,000,000
March 2006                                $171,000,000          February 2008                            $22,000,000
April 2006                                $159,000,000          March 2008                               $21,000,000
May 2006                                  $149,000,000          April 2008                               $20,000,000
June 2006                                 $139,000,000          May 2008                                 $19,000,000
July 2006                                 $129,000,000          June 2008                                $18,000,000
August 2006                               $120,000,000          July 2008                                $17,000,000
September 2006                            $111,000,000          August 2008                              $16,000,000
October 2006                              $102,000,000          September 2008                           $15,000,000
November 2006                              $95,000,000          October 2008                             $14,000,000
December 2006                              $88,000,000          November 2008                            $13,000,000
January 2007                               $81,000,000          December 2008                            $12,000,000
February 2007                              $74,000,000          January 2009                             $11,000,000
March 2007                                 $67,000,000          February 2009                            $10,000,000
April 2007                                 $60,000,000          March 2009                                $9,000,000
May 2007                                   $55,000,000          April 2009                                $8,000,000


                                 Appendix A-23

<PAGE>

June 2007                                  $50,000,000          May 2009                                  $7,000,000
July 2007                                  $45,000,000          June 2009                                 $6,000,000
August 2007                                $40,000,000          July 2009 and thereafter                  $5,614,510
September 2007                             $35,000,000
</TABLE>

         (b) 1.25% of the Outstanding Amount of the Notes as of the last day of
the immediately preceding Collection Period, and (c) $5,614,510.

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

         "Stepdown Date" means the December 2010 Distribution Date.

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

         "Student Loan Files" means

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

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

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

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

         "Subordinate Note Principal Trigger" means if a Note Parity Trigger
occurs and is continuing, or a TERI Principal Trigger has occurred.

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

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


                                 Appendix A-24

<PAGE>

         "10% Pool Balance Distribution Date" means the Distribution Date on
which the outstanding aggregate Pool Balance is equal to or less than 10% of the
sum of the aggregate principal balance of the Financed Student Loans as of the
Cutoff Date.

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

         "TERI Deposit and Security Agreement" means the Deposit and Security
Agreement dated as of October 28, 2004, by and among the Issuer, TERI and the
Administrator with respect to the issuance of the Notes hereunder.

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

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

         "TERI Guaranty Event" means a claim for payment on a Financed Student
Loan made under the TERI Guaranty Agreements if (a) the Obligor has failed to
make monthly principal and/or interest payments on such loan when due, provided
such failure continues for a period of 150 consecutive days, (b) the Obligor has
filed a Chapter 13 petition in a bankruptcy or, in a Chapter 7 proceeding has
filed an adversary proceeding pursuant to 11 U.S.C. ss. 523(a)(8), or (c) the
Obligor has died.

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

         "TERI Principal Trigger" means with respect to the Financed Student
Loans on any Distribution Date, when the Cumulative Default Rate exceeds 10%;
PROVIDED, HOWEVER, that a TERI Principal Trigger will not have occurred if TERI
is continuing to pay claims on Defaulted Student Loans that have met TERI's due
diligence requirements and TERI is solvent.

         "TERI Turbo Trigger" means with respect to the Financed Student Loans
on any Distribution Date, when the Cumulative Default Rate exceeds 15%;
PROVIDED, HOWEVER, that a TERI Turbo Trigger will not have occurred if TERI is
continuing to pay claims on Defaulted Student Loans that have met TERI's due
diligence requirements and TERI is solvent.

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

         "Trust" means the Issuer, established pursuant to the Trust Agreement.

                                 Appendix A-25

<PAGE>


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

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

         "Trust Agreement" means the Trust Agreement, dated as of October 28,
2004, among the Depositor, TERI and the Owner Trustee.

         "Trust Certificates" means the Certificates.

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

         "Turbo Parity Trigger" means on any Distribution Date if (a) the sum of
the Pool Balance plus amounts on deposit in the Reserve Account (excluding
amounts on deposit in the TERI Pledge Fund) at the end of the preceding
Collection Period is less than (b) 100% of the Outstanding Amount of the Notes
after payments on that Distribution Date.

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

         "Underwriters" means Deutsche Bank Securities Inc., Goldman, Sachs &
Co., UBS Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc.


                                 Appendix A-26
<PAGE>



                                                                      SCHEDULE A


                       SCHEDULE OF FINANCED STUDENT LOANS


                        [On file with Indenture Trustee]




                                  Schedule A-1
<PAGE>


                                                                     SCHEDULE B




                        LIST OF TERI GUARANTEE AGREEMENTS


Each of the following Guaranty Agreements, as amended or supplemented, was
entered into by and between The Education Resources Institute, Inc. and:

o        Bank of America, N.A., dated April 30, 2001, for loans that were
         originated under Bank of America's BAGEL Loan Program, CEDU Loan
         Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 13, 2002, for loans that were originated
         under Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE
         Loan Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.



                                  Schedule B-1

<PAGE>

o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.
o        Charter One Bank, N.A., dated March 17, 2003, for loans that were
         originated under Charter One's PNC Bank Resource Loan Program.
o        Charter One Bank, N.A., dated May 1, 2003, for loans that were
         originated under Charter One's SAF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 20, 2002, for loans that were
         originated under Charter One's Southwest Loan Program.
o        Charter One Bank, N.A., dated March 25, 2004, for loans that were
         originated under Charter One's Start Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's WAMU Alternative Student Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program.
o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        GMAC Bank, dated May 30, 2003, for loans that were originated under
         GMAC Bank's GMAC Alternative Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        PNC Bank, N.A., dated April 22, 2004, for loans that were originated
         under PNC Bank's Alternative Conforming Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.



                                  Schedule B-2

<PAGE>


                                                                     SCHEDULE C




                    LIST OF STUDENT LOAN PURCHASE AGREEMENTS


Each of the Note Purchase Agreements, as amended or supplemented, was entered
into by and between The First Marblehead Corporation and:

o        Bank of America, N.A., dated April 30, 2001, for loans that were
         originated under Bank of America's BAGEL Loan Program, CEDU Loan
         Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 1, 2002, for loans that were originated under
         Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan
         Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.


                                  Schedule C-1

<PAGE>

o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.
o        Charter One Bank, N.A., dated March 17, 2003, for loans that were
         originated under Charter One's PNC Bank Resource Loan Program.
o        Charter One Bank, N.A., dated May 1, 2003, for loans that were
         originated under Charter One's SAF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 20, 2002, for loans that were
         originated under Charter One's Southwest Loan Program.
o        Charter One Bank, N.A., dated March 25, 2004, for loans that were
         originated under Charter One's Start Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's WAMU Alternative Student Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program.
o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        GMAC Bank, dated May 30, 2003, for loans that were originated under
         GMAC Bank's GMAC Alternative Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        PNC Bank, N.A., dated April 22, 2004, for loans that were originated
         under PNC Bank's Alternative Conforming Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.


                                  Schedule C-2


<PAGE>
                                                                     EXHIBIT A-1


                             FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.


                                     A-1-1

<PAGE>

                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                    CLASS A-1

No. A-1-___
      INTEREST RATE     DATE OF MATURITY        DATED DATE          CUSIP

        Variable         April 25, 2023      ______ __, 200_     ___________

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$290,569,000

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-1 Notes (defined
herein) shall be in default, Class A-1 Notes issued in lieu of such Class A-1
Notes surrendered for transfer or exchange shall bear interest from the date to
which interest has been paid in full on the Class A-1 Notes surrendered until
payment of the principal hereof has been made or duly provided for. Principal of
this note is payable upon the presentation and surrender hereof at the principal
corporate trust office of U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Interest on this note is payable to the Registered
Owner of record as of the close of business on the applicable record date as
shown on the registration books of the Issuer maintained by the Indenture
Trustee in its capacity as bond registrar, or its successor in such capacity, by
check or draft mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-1 Note at the rate per annum equal
to the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding


                                     A-1-2

<PAGE>

such Distribution Date or, if no interest has yet been paid, from the Closing
Date). Such principal of and interest on this Note shall be paid in the manner
specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-1 (the "Class A-1 Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-1 Notes. The Class
A-1 Notes, together with any additional notes issued pursuant to the Indenture
are collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-1
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-1 Notes.

The Class A-1 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-1 Notes may be exchanged for a like Class and aggregate principal amount
of Class A-1 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the


                                     A-1-3

<PAGE>

Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-1-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                  THE NATIONAL COLLEGIATE STUDENT LOAN
                                  TRUST 2004-2

                                  By:  WACHOVIA TRUST COMPANY,
                                       NATIONAL ASSOCIATION,
                                       not in its individual capacity but solely
                                       as Owner Trustee


                                  By: __________________________________
                                       Name:
                                       Title:

Attest

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




                                     A-1-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-1 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________


                                       U.S. BANK NATIONAL
                                       ASSOCIATION, as Authenticating Agent



                                       By _____________________________
                                          Authorized Signatory



                                     A-1-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address           (Social Security number
including postal zip code of transferee)          of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                      ________________________________L.S.

Guaranteed by:



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



                                     A-1-7
<PAGE>

                                                                     EXHIBIT A-2

                             FORM OF CLASS A-2 NOTE


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.



                                     A-2-1

<PAGE>



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                    CLASS A-2

No. A-2-___
      INTEREST RATE    DATE OF MATURITY         DATED DATE          CUSIP

        Variable       October 27, 2025      ______ __, 200_     ___________

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$149,830,000

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-2 Notes (defined
herein) shall be in default, Class A-2 Notes issued in lieu of such Class A-2
Notes surrendered for transfer or exchange shall bear interest from the date to
which interest has been paid in full on the Class A-2 Notes surrendered until
payment of the principal hereof has been made or duly provided for. Principal of
this note is payable upon the presentation and surrender hereof at the principal
corporate trust office of U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Interest on this note is payable to the Registered
Owner of record as of the close of business on the applicable record date as
shown on the registration books of the Issuer maintained by the Indenture
Trustee in its capacity as bond registrar, or its successor in such capacity, by
check or draft mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-2 Note at the rate per annum equal
to the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.


                                     A-2-2

<PAGE>

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-2 (the "Class A-2 Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-2 Notes. The Class
A-2 Notes, together with any additional notes issued pursuant to the Indenture
are collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-2
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-2 Notes.

The Class A-2 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-2 Notes may be exchanged for a like Class and aggregate principal amount
of Class A-2 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.


                                     A-2-3

<PAGE>


IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-2-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                            THE NATIONAL COLLEGIATE STUDENT
                                            LOAN TRUST 2004-2

                                            By:  WACHOVIA TRUST COMPANY,
                                                 NATIONAL ASSOCIATION,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                            By: ________________________________
                                                 Name:
                                                 Title:

Attest

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




                                     A-2-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-2 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________



                                          U.S. BANK NATIONAL
                                          ASSOCIATION, as Authenticating Agent



                                          By _____________________________
                                             Authorized Signatory



                                     A-2-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address             (Social Security number
including postal zip code of transferee)            of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                    ________________________________L.S.

Guaranteed by:



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



                                     A-2-7
<PAGE>
                                                                     EXHIBIT A-3

                             FORM OF CLASS A-3 NOTE


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.


                                     A-3-1

<PAGE>



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                    CLASS A-3

No. A-3-___
      INTEREST RATE    DATE OF MATURITY        DATED DATE            CUSIP

        Variable        April 26, 2027      ______ __, 200_       ___________

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$187,338,000

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-3 Notes (defined
herein) shall be in default, Class A-3 Notes issued in lieu of such Class A-3
Notes surrendered for transfer or exchange shall bear interest from the date to
which interest has been paid in full on the Class A-3 Notes surrendered until
payment of the principal hereof has been made or duly provided for. Principal of
this note is payable upon the presentation and surrender hereof at the principal
corporate trust office of U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Interest on this note is payable to the Registered
Owner of record as of the close of business on the applicable record date as
shown on the registration books of the Issuer maintained by the Indenture
Trustee in its capacity as bond registrar, or its successor in such capacity, by
check or draft mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-3 Note at the rate per annum equal
to the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.


                                     A-3-2

<PAGE>

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-3 (the "Class A-3 Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-3 Notes. The Class
A-3 Notes, together with any additional notes issued pursuant to the Indenture
are collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-3
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-3 Notes.

The Class A-3 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-3 Notes may be exchanged for a like Class and aggregate principal amount
of Class A-3 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.


                                     A-3-3

<PAGE>

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-3-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                      THE NATIONAL COLLEGIATE STUDENT
                                      LOAN TRUST 2004-2

                                      By:  WACHOVIA TRUST COMPANY,
                                           NATIONAL ASSOCIATION,
                                           not in its individual capacity
                                           but solely as Owner Trustee


                                      By: __________________________________
                                           Name:
                                           Title:

Attest

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




                                     A-3-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-3 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________


                                          U.S. BANK NATIONAL
                                          ASSOCIATION, as Authenticating Agent



                                          By _____________________________
                                             Authorized Signatory



                                     A-3-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



---------------------------------------- --------------------------------------
    (Please print or type an address            (Social Security number
including postal zip code of transferee)           of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                   ________________________________L.S.

Guaranteed by:



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



                                     A-3-7
<PAGE>



                                                                     EXHIBIT A-4

                             FORM OF CLASS A-4 NOTE


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.

                                     A-4-1

<PAGE>


                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                    CLASS A-4

No. A-4-___
      INTEREST RATE     DATE OF MATURITY           DATED DATE           CUSIP

        Variable       November 27, 2028        ______ __, 200_      ___________

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$194,695,000

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-4 Notes (defined
herein) shall be in default, Class A-4 Notes issued in lieu of such Class A-4
Notes surrendered for transfer or exchange shall bear interest from the date to
which interest has been paid in full on the Class A-4 Notes surrendered until
payment of the principal hereof has been made or duly provided for. Principal of
this note is payable upon the presentation and surrender hereof at the principal
corporate trust office of U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Interest on this note is payable to the Registered
Owner of record as of the close of business on the applicable record date as
shown on the registration books of the Issuer maintained by the Indenture
Trustee in its capacity as bond registrar, or its successor in such capacity, by
check or draft mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-4 Note at the rate per annum equal
to the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.



                                     A-4-2

<PAGE>

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-4 (the "Class A-4 Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-4 Notes. The Class
A-4 Notes, together with any additional notes issued pursuant to the Indenture
are collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-4
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-4 Notes.

The Class A-4 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-4 Notes may be exchanged for a like Class and aggregate principal amount
of Class A-4 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.



                                     A-4-3

<PAGE>

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-4-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                            THE NATIONAL COLLEGIATE STUDENT
                                            LOAN TRUST 2004-2

                                            By:  WACHOVIA TRUST COMPANY,
                                                 NATIONAL ASSOCIATION,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                            By: ________________________________
                                                 Name:
                                                 Title:

Attest

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




                                     A-4-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-4 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________



                                        U.S. BANK NATIONAL
                                        ASSOCIATION, as Authenticating Agent



                                        By _____________________________
                                            Authorized Signatory



                                     A-4-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address           (Social Security number
including postal zip code of transferee)          of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                     ________________________________L.S.

Guaranteed by:



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




                                     A-4-7
<PAGE>

                                                                   EXHIBIT A-5-1

                            FORM OF CLASS A-5-1 NOTE


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.]



                                    A-5-1-1

<PAGE>

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                   CLASS A-5-1

No. A-5-1-___
      INTEREST RATE     DATE OF MATURITY         DATED DATE          CUSIP

        Variable       December 26, 2033      ______ __, 200_     ___________

REGISTERED OWNER:    **U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR
                     NCF GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:    **$87,870,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby


                                    A-5-1-2

<PAGE>

promises to pay, but only from the sources and as hereinafter provided, to the
Registered Owner specified above, or registered assigns, the Principal Amount
shown above in lawful money of the United States of America on the Date of
Maturity shown above, unless prepaid prior thereto with interest thereon from
the Distribution Date next preceding the date of authentication hereof, unless
such date of authentication is prior to the first Distribution Date, in which
case this note shall bear interest from the Dated Date specified above or unless
such date of authentication is a Distribution Date, in which case this note
shall bear interest from such Distribution Date; PROVIDED, HOWEVER, that if as
shown by the records of the Indenture Trustee (defined herein) interest on the
Class A-5-1 Notes (defined herein) shall be in default, Class A-5-1 Notes issued
in lieu of such Class A-5-1 Notes surrendered for transfer or exchange shall
bear interest from the date to which interest has been paid in full on the Class
A-5-1 Notes surrendered until payment of the principal hereof has been made or
duly provided for. Principal of this note is payable upon the presentation and
surrender hereof at the principal corporate trust office of U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee"). Interest on this
note is payable to the Registered Owner of record as of the close of business on
the applicable record date as shown on the registration books of the Issuer
maintained by the Indenture Trustee in its capacity as bond registrar, or its
successor in such capacity, by check or draft mailed to the Registered Owner at
the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-5-1 Note at the rate per annum
equal to the Note Interest Rate (as defined in the Indenture) for this Note, on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note Outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-5-1 (the "Class A-5-1
Notes"), issued pursuant to the Indenture, dated as of October 1, 2004, between
the Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well

                                    A-5-1-3

<PAGE>


as certain other rights, funds and accounts of the Issuer set forth in the
Indenture, including a Reserve Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-5-1 Notes. The
Class A-5-1 Notes, together with any additional notes issued pursuant to the
Indenture are collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-5-1
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-5-1 Notes.

The Class A-5-1 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-5-1 Notes may be exchanged for a like Class and aggregate principal
amount of Class A-5-1 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.


                                    A-5-1-4

<PAGE>

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                    A-5-1-5
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                            THE NATIONAL COLLEGIATE STUDENT
                                            LOAN TRUST 2004-2

                                            By:  WACHOVIA TRUST COMPANY,
                                                 NATIONAL ASSOCIATION,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                            By: ________________________________
                                                 Name:
                                                 Title:

Attest

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




                                    A-5-1-6
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-1 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________



                                           U.S. BANK NATIONAL
                                           ASSOCIATION, as Authenticating Agent



                                           By _____________________________
                                              Authorized Signatory


                                    A-5-1-7
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address            (Social Security number
including postal zip code of transferee)          of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                      ________________________________L.S.

Guaranteed by:



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



                                    A-5-1-8
<PAGE>
                                                                   EXHIBIT A-5-2

                            FORM OF CLASS A-5-2 NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY


                                    A-5-2-1

<PAGE>

PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED INVESTMENT GRADE OR
BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR HOLDER OF THE NOTE
BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION AND AGREES TO SO TREAT
SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE DO NOT RESULT IN A
VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR SECTION 4975 OF THE
CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION, INCLUDING PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14, OR (Y) BY REASON
OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP ADMINISTRATOR, THE UNDERWRITERS,
THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE GRANTOR TRUSTEE, ANY
PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING A "PARTY IN
INTEREST" (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT TO SUCH
PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                   CLASS A-5-2

No. A-5-2-___
      INTEREST RATE    DATE OF MATURITY       DATED DATE            CUSIP

        Variable      December 26, 2033    ______ __, 200_       ___________

REGISTERED OWNER:    **U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR
                     NCF GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:    **$5,000,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-5-2 Notes (defined
herein) shall be in default, Class A-5-2 Notes issued in lieu of such Class
A-5-2 Notes surrendered for transfer or exchange shall bear interest from

                                    A-5-2-2

<PAGE>

the date to which interest has been paid in full on the Class A-5-2 Notes
surrendered until payment of the principal hereof has been made or duly provided
for. Principal of this note is payable upon the presentation and surrender
hereof at the principal corporate trust office of U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee"). Interest on this
note is payable to the Registered Owner of record as of the close of business on
the applicable record date as shown on the registration books of the Issuer
maintained by the Indenture Trustee in its capacity as bond registrar, or its
successor in such capacity, by check or draft mailed to the Registered Owner at
the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-5-2 Note at the rate per annum
equal to the Note Interest Rate (as defined in the Indenture) for this Note, on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note Outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-5-2 (the "Class A-5-2
Notes"), issued pursuant to the Indenture, dated as of October 1, 2004, between
the Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-5-2 Notes. The
Class A-5-2 Notes, together with any additional notes issued pursuant to the
Indenture are collectively referred to herein as "Notes."


                                    A-5-2-3

<PAGE>

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-5-2
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-5-2 Notes.

The Class A-5-2 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-5-2 Notes may be exchanged for a like Class and aggregate principal
amount of Class A-5-2 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                    A-5-2-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                        THE NATIONAL COLLEGIATE STUDENT LOAN
                                        TRUST 2004-2

                                        By:  WACHOVIA TRUST COMPANY,
                                             NATIONAL ASSOCIATION,
                                             not in its individual capacity but
                                             solely as Owner Trustee


                                        By: __________________________________
                                             Name:
                                             Title:

Attest

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




                                    A-5-2-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-2 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________


                                     U.S. BANK NATIONAL
                                     ASSOCIATION, as Authenticating Agent



                                     By ____________________________
                                        Authorized Signatory




                                    A-5-2-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address            (Social Security number
including postal zip code of transferee)            of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                     ________________________________L.S.

Guaranteed by:



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



                                    A-5-2-7
<PAGE>



                                                                   EXHIBIT A-5-3


                            FORM OF CLASS A-5-3 NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY

                                    A-5-3-1

<PAGE>

PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED INVESTMENT GRADE OR
BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR HOLDER OF THE NOTE
BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION AND AGREES TO SO TREAT
SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE DO NOT RESULT IN A
VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR SECTION 4975 OF THE
CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION, INCLUDING PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14, OR (Y) BY REASON
OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP ADMINISTRATOR, THE UNDERWRITERS,
THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE GRANTOR TRUSTEE, ANY
PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING A "PARTY IN
INTEREST" (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT TO SUCH
PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                   CLASS A-5-3

No. A-5-3-___
      INTEREST RATE       DATE OF MATURITY         DATED DATE           CUSIP

        Variable         December 26, 2033      ______ __, 200_      ___________

REGISTERED OWNER:   ****U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR
                    NCF GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:   **$15,000,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-5-3 Notes (defined
herein) shall be in default, Class A-5-3 Notes issued in lieu of such Class
A-5-3 Notes surrendered for transfer or exchange shall bear interest from

                                    A-5-3-2

<PAGE>

the date to which interest has been paid in full on the Class A-5-3 Notes
surrendered until payment of the principal hereof has been made or duly provided
for. Principal of this note is payable upon the presentation and surrender
hereof at the principal corporate trust office of U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee"). Interest on this
note is payable to the Registered Owner of record as of the close of business on
the applicable record date as shown on the registration books of the Issuer
maintained by the Indenture Trustee in its capacity as bond registrar, or its
successor in such capacity, by check or draft mailed to the Registered Owner at
the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-5-3 Note at the rate per annum
equal to the Note Interest Rate (as defined in the Indenture) for this Note, on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note Outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-5-3 (the "Class A-5-3
Notes"), issued pursuant to the Indenture, dated as of October 1, 2004, between
the Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-5-3 Notes. The
Class A-5-3 Notes, together with any additional notes issued pursuant to the
Indenture are collectively referred to herein as "Notes."


                                    A-5-3-3

<PAGE>

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-5-3
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-5-3 Notes.

The Class A-5-3 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-5-3 Notes may be exchanged for a like Class and aggregate principal
amount of Class A-5-3 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                    A-5-3-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                THE NATIONAL COLLEGIATE STUDENT LOAN
                                TRUST 2004-2

                                By: WACHOVIA TRUST COMPANY,
                                    NATIONAL ASSOCIATION,
                                    not in its individual capacity but solely as
                                    Owner Trustee


                                By: __________________________________
                                     Name:
                                     Title:

Attest

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




                                    A-5-3-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-3 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________


                                          U.S. BANK NATIONAL
                                          ASSOCIATION, as Authenticating Agent



                                          By _____________________________
                                             Authorized Signatory



                                    A-5-3-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address           (Social Security number
including postal zip code of transferee)           of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                     ________________________________L.S.

Guaranteed by:



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



                                    A-5-3-7
<PAGE>

                                                                   EXHIBIT A-5-4

                            FORM OF CLASS A-5-4 NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY

                                    A-5-4-1

<PAGE>

PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED INVESTMENT GRADE OR
BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR HOLDER OF THE NOTE
BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION AND AGREES TO SO TREAT
SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE DO NOT RESULT IN A
VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR SECTION 4975 OF THE
CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION, INCLUDING PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14, OR (Y) BY REASON
OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP ADMINISTRATOR, THE UNDERWRITERS,
THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE GRANTOR TRUSTEE, ANY
PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING A "PARTY IN
INTEREST" (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT TO SUCH
PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                   CLASS A-5-4

No. A-5-4-___
      INTEREST RATE    DATE OF MATURITY         DATED DATE          CUSIP

        Variable      December 26, 2033      ______ __, 200_     ___________

REGISTERED OWNER:    **U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR NCF
                     GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:    **$20,000,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-5-4 Notes (defined
herein) shall be in default, Class A-5-4 Notes issued in lieu of such Class
A-5-4 Notes surrendered for transfer or exchange shall bear interest from

                                    A-5-4-2

<PAGE>

the date to which interest has been paid in full on the Class A-5-4 Notes
surrendered until payment of the principal hereof has been made or duly provided
for. Principal of this note is payable upon the presentation and surrender
hereof at the principal corporate trust office of U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee"). Interest on this
note is payable to the Registered Owner of record as of the close of business on
the applicable record date as shown on the registration books of the Issuer
maintained by the Indenture Trustee in its capacity as bond registrar, or its
successor in such capacity, by check or draft mailed to the Registered Owner at
the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-5-4 Note at the rate per annum
equal to the Note Interest Rate (as defined in the Indenture) for this Note, on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note Outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-5-4 (the "Class A-5-4
Notes"), issued pursuant to the Indenture, dated as of October 1, 2004, between
the Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-5-4 Notes. The
Class A-5-4 Notes, together with any additional notes issued pursuant to the
Indenture are collectively referred to herein as "Notes."



                                    A-5-4-3

<PAGE>

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-5-4
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-5-4 Notes.

The Class A-5-4 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-5-4 Notes may be exchanged for a like Class and aggregate principal
amount of Class A-5-4 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                    A-5-4-4
<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                                           THE NATIONAL COLLEGIATE STUDENT
                                           LOAN TRUST 2004-2

                                           By:  WACHOVIA TRUST COMPANY,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee


                                           By: _________________________________
                                                Name:
                                                Title:

Attest

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




                                    A-5-4-5
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-4 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________


                                            U.S. BANK NATIONAL
                                            ASSOCIATION, as Authenticating Agent



                                            By _____________________________
                                                Authorized Signatory


                                    A-5-4-6
<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



----------------------------------------- --------------------------------------
    (Please print or type an address             (Social Security number
including postal zip code of transferee)             of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                  ________________________________L.S.

Guaranteed by:



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



                                    A-5-4-7
<PAGE>






                                                                   EXHIBIT A-5-5

                                                  FORM OF CLASS A-5-5 NOTE


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY

                                     A-5-5-1

<PAGE>

WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE
(A "PLAN"), OR (II)(A) THIS NOTE IS RATED INVESTMENT GRADE OR BETTER AS OF THE
DATE OF PURCHASE, (B) THE PURCHASER OR HOLDER OF THE NOTE BELIEVES THAT THE NOTE
IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR
PURPOSES OF THE PLAN ASSET REGULATION AND AGREES TO SO TREAT SUCH NOTE AND (C)
THE ACQUISITION AND HOLDING OF THE NOTE DO NOT RESULT IN A VIOLATION OF THE
PROHIBITED TRANSACTION RULES OF ERISA OR SECTION 4975 OF THE CODE (X) BECAUSE IT
IS COVERED BY AN APPLICABLE EXEMPTION, INCLUDING PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14, OR (Y) BY REASON OF THE TRUST, THE
ADMINISTRATOR, THE BACK-UP ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE
INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF
CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING A "PARTY IN INTEREST"
(WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT TO SUCH PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                      A-5-5
<TABLE>
<CAPTION>

No. A-5-___
      INTEREST RATE                 DATE OF MATURITY                       DATED DATE                    CUSIP

<S>                                <C>                                  <C>                         <C>
        Variable                   December 26, 2033                    ______ __, 200_               ___________
</TABLE>

REGISTERED OWNER:   **U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR NCF
                    GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:   **$10,000,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the A-5-5 Notes (defined herein)
shall be in default, A-5-5 Notes issued in lieu of

                                     A-5-5-2

<PAGE>

such A-5-5 Notes surrendered for transfer or exchange shall bear interest from
the date to which interest has been paid in full on the A-5-5 Notes surrendered
until payment of the principal hereof has been made or duly provided for.
Principal of this note is payable upon the presentation and surrender hereof at
the principal corporate trust office of U.S. Bank National Association, as
indenture trustee (the "Indenture Trustee"). Interest on this note is payable to
the Registered Owner of record as of the close of business on the applicable
record date as shown on the registration books of the Issuer maintained by the
Indenture Trustee in its capacity as bond registrar, or its successor in such
capacity, by check or draft mailed to the Registered Owner at the registered
address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this A-5-5 Note at the rate per annum equal to
the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, A-5-5 (the "A-5-5 Notes"), issued
pursuant to the Indenture, dated as of October 1, 2004, between the Issuer and
the Indenture Trustee, as indenture trustee (such indenture, as supplemented or
amended from time to time in accordance with its terms, the "Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the A-5-5 Notes. The A-5-5
Notes, together with any additional notes issued pursuant to the Indenture are
collectively referred to herein as "Notes."

                                     A-5-5-3

<PAGE>

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the A-5-5 Notes
have been issued and provisions made for their security and for the rights,
duties and obligations of the Issuer, the Indenture Trustee and the Registered
Owners of the A-5-5 Notes.

The A-5-5 Notes are issuable as registered notes in the denomination of $50,000
and $1,000 integral multiple thereof. Subject to the limitations provided in the
Indenture and upon payment of any tax or governmental charge, A-5-5 Notes may be
exchanged for a like Class and aggregate principal amount of A-5-5 Notes of
other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-5-5-4

<PAGE>




IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                              THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

                              By:  WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
                                    not in its individual capacity but solely as
                                    Owner Trustee


                              By: __________________________________
                                   Name:
                                   Title:

Attest

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



                                     A-5-5-5

<PAGE>





                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-5 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________

                                                U.S. BANK NATIONAL
ASSOCIATION, as Authenticating Agent



                                                By _____________________________
                                                Authorized Signatory



                                     A-5-5-6

<PAGE>





                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
    (Please print or type an address              (Social Security number
including postal zip code of transferee)                of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                   ______________________L.S.

Guaranteed by:



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




                                     A-5-5-7

<PAGE>









                                                            EXHIBIT A-5-6

                            FORM OF CLASS A-5-6 NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY

                                     A-5-6-1

<PAGE>
PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED INVESTMENT GRADE OR
BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR HOLDER OF THE NOTE
BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION AND AGREES TO SO TREAT
SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE DO NOT RESULT IN A
VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR SECTION 4975 OF THE
CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION, INCLUDING PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14, OR (Y) BY REASON
OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP ADMINISTRATOR, THE UNDERWRITERS,
THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE GRANTOR TRUSTEE, ANY
PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR AFFILIATES NOT BEING A "PARTY IN
INTEREST" (WITHIN THE MEANING OF SECTION 3(14) OF ERISA) WITH RESPECT TO SUCH
PLAN.



                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                   CLASS A-5-6

<TABLE>
<CAPTION>
No. A-5-6-___
<S>   <C>                           <C>                                    <C>                        <C>
      INTEREST RATE                 DATE OF MATURITY                       DATED DATE                    CUSIP

        Variable                   December 26, 2033                    ______ __, 200_               ___________
</TABLE>

REGISTERED OWNER:   **U.S. BANK NATIONAL ASSOCIATION AS GRANTOR TRUSTEE FOR NCF
                    GRANTOR TRUST 2004-2**

PRINCIPAL AMOUNT:   **$50,000,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class A-5-6 Notes (defined
herein) shall be in default, Class A-5-6 Notes issued in lieu of such Class
A-5-6 Notes surrendered for transfer or exchange shall bear interest from

                                     A-5-6-2

<PAGE>
the date to which interest has been paid in full on the Class A-5-6 Notes
surrendered until payment of the principal hereof has been made or duly provided
for. Principal of this note is payable upon the presentation and surrender
hereof at the principal corporate trust office of U.S. Bank National
Association, as indenture trustee (the "Indenture Trustee"). Interest on this
note is payable to the Registered Owner of record as of the close of business on
the applicable record date as shown on the registration books of the Issuer
maintained by the Indenture Trustee in its capacity as bond registrar, or its
successor in such capacity, by check or draft mailed to the Registered Owner at
the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class A-5-6 Note at the rate per annum
equal to the Note Interest Rate (as defined in the Indenture) for this Note, on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note Outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class A-5-6 (the "Class A-5-6
Notes"), issued pursuant to the Indenture, dated as of October 1, 2004, between
the Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class A-5-6 Notes. The
Class A-5-6 Notes, together with any additional notes issued pursuant to the
Indenture are collectively referred to herein as "Notes."


                                     A-5-6-3

<PAGE>

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class A-5-6
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class A-5-6 Notes.

The Class A-5-6 Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class A-5-6 Notes may be exchanged for a like Class and aggregate principal
amount of Class A-5-6 Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.


                                     A-5-6-4

<PAGE>



IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                              THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

                              By:  WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
                                    not in its individual capacity but solely as
                                    Owner Trustee


                              By: __________________________________
                                   Name:
                                   Title:

Attest

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




                                     A-5-6-5

<PAGE>




                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class A-5-6 Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________

                                                 U.S. BANK NATIONAL
ASSOCIATION, as Authenticating Agent



                                                 By _____________________
                                                 Authorized Signatory

                                     A-5-6-6

<PAGE>



                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



--------------------------------------------------------------------------------
    (Please print or type an address                    (Social Security number
including postal zip code of transferee)                    of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                       _________________________L.S.

Guaranteed by:



______________________________



                                     A-5-6-7

<PAGE>







                                                                     EXHIBIT A-6
                                                                     -----------


                              FORM OF CLASS B NOTE
                              --------------------


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.


                                     A-6-1

<PAGE>


                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                     CLASS B
<TABLE>
<CAPTION>

No. B-___
      INTEREST RATE                 DATE OF MATURITY                       DATED DATE                    CUSIP
<S>                                         <C> <C>                                <C>
        Variable                   December 26, 2033                    ______ __, 200_               ___________
</TABLE>

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$55,800,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class B Notes (defined
herein) shall be in default, Class B Notes issued in lieu of such Class B Notes
surrendered for transfer or exchange shall bear interest from the date to which
interest has been paid in full on the Class B Notes surrendered until payment of
the principal hereof has been made or duly provided for. Principal of this note
is payable upon the presentation and surrender hereof at the principal corporate
trust office of U.S. Bank National Association, as indenture trustee (the
"Indenture Trustee"). Interest on this note is payable to the Registered Owner
of record as of the close of business on the applicable record date as shown on
the registration books of the Issuer maintained by the Indenture Trustee in its
capacity as bond registrar, or its successor in such capacity, by check or draft
mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class B Note at the rate per annum equal to
the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.


                                     A-6-2

<PAGE>

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class B (the "Class B Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class B Notes. The Class B
Notes, together with any additional notes issued pursuant to the Indenture are
collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class B
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class B Notes.

The Class B Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class B Notes may be exchanged for a like Class and aggregate principal amount
of Class B Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.


                                     A-6-3

<PAGE>

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.



                                     A-6-4

<PAGE>


IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                             THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

                             By:  WACHOVIA TRUST COMPANY, NATIONAL
                             ASSOCIATION,
                                   not in its individual capacity but solely as
                                   Owner Trustee


                             By: __________________________________
                                  Name:
                                  Title:

Attest

______________________________



                                     A-6-5

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class B Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________

                                                  U.S. BANK NATIONAL
ASSOCIATION, as Authenticating Agent



                                                  By _________________________
                                                  Authorized Signatory


                                     A-6-6

<PAGE>




                                   ASSIGNMENT

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



--------------------------------------------------------------------------------
    (Please print or type an address                    (Social Security number
including postal zip code of transferee)                   of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                              _______________________L.S.

Guaranteed by:



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




                                     A-6-7

<PAGE>






                                                                  EXHIBIT A-7
                                                                  -----------

                              FORM OF CLASS C NOTE
                              --------------------

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE, THE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON
BEHALF OF, AS A FIDUCIARY OF, OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF
SECTION 2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE "PLAN ASSET
REGULATION")) OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE")) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR (II)(A) THIS NOTE IS RATED
INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE NOTE
DO NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA OR
SECTION 4975 OF THE CODE (X) BECAUSE IT IS COVERED BY AN APPLICABLE EXEMPTION,
INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
84-14, OR (Y) BY REASON OF THE TRUST, THE ADMINISTRATOR, THE BACK-UP
ADMINISTRATOR, THE UNDERWRITERS, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT OR ANY OF THEIR
AFFILIATES NOT BEING A "PARTY IN INTEREST" (WITHIN THE MEANING OF SECTION 3(14)
OF ERISA) WITH RESPECT TO SUCH PLAN.


                                      A-7-1

<PAGE>


                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2
                   STUDENT LOAN ASSET BACKED LIBOR RATE NOTES
                                     CLASS C
<TABLE>
<CAPTION>

No. C-___
      INTEREST RATE                 DATE OF MATURITY                       DATED DATE                    CUSIP

<S>                                <C>                                  <C>                          <C>
        Variable                   December 26, 2033                    ______ __, 200_               ___________
</TABLE>

REGISTERED OWNER:                      **CEDE & CO.**
PRINCIPAL AMOUNT:                      **$56,800,000**

The National Collegiate Student Loan Trust 2004-2, a statutory trust duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), for value received, hereby promises to pay, but only from the sources
and as hereinafter provided, to the Registered Owner specified above, or
registered assigns, the Principal Amount shown above in lawful money of the
United States of America on the Date of Maturity shown above, unless prepaid
prior thereto with interest thereon from the Distribution Date next preceding
the date of authentication hereof, unless such date of authentication is prior
to the first Distribution Date, in which case this note shall bear interest from
the Dated Date specified above or unless such date of authentication is a
Distribution Date, in which case this note shall bear interest from such
Distribution Date; PROVIDED, HOWEVER, that if as shown by the records of the
Indenture Trustee (defined herein) interest on the Class C Notes (defined
herein) shall be in default, Class C Notes issued in lieu of such Class C Notes
surrendered for transfer or exchange shall bear interest from the date to which
interest has been paid in full on the Class C Notes surrendered until payment of
the principal hereof has been made or duly provided for. Principal of this note
is payable upon the presentation and surrender hereof at the principal corporate
trust office of U.S. Bank National Association, as indenture trustee (the
"Indenture Trustee"). Interest on this note is payable to the Registered Owner
of record as of the close of business on the applicable record date as shown on
the registration books of the Issuer maintained by the Indenture Trustee in its
capacity as bond registrar, or its successor in such capacity, by check or draft
mailed to the Registered Owner at the registered address.

Any capitalized words and terms used as defined words and terms in this note and
not otherwise defined herein shall have the meanings given them in the Indenture
(hereinafter defined).

The Issuer will pay interest on this Class C Note at the rate per annum equal to
the Note Interest Rate (as defined in the Indenture) for this Note, on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note Outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date). Such principal of and interest on this Note
shall be paid in the manner specified herein.

                                      A-7-2

<PAGE>


The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

This note is one of a duly authorized class of notes of the Issuer designated
Student Loan Asset Backed LIBOR Rate Notes, Class C (the "Class C Notes"),
issued pursuant to the Indenture, dated as of October 1, 2004, between the
Issuer and the Indenture Trustee, as indenture trustee (such indenture, as
supplemented or amended from time to time in accordance with its terms, the
"Indenture").

The Indenture pledges for the payment of the Notes (as hereinafter defined) the
student loans identified in the Indenture (the "Financed Student Loans") and the
payments of interest and the repayments of principal with respect thereto,
including certain guarantees related thereto, as well as certain other rights,
funds and accounts of the Issuer set forth in the Indenture, including a Reserve
Account (collectively, the "Trust Estate").

This note is a limited obligation of the Issuer, payable solely from the
principal and interest on Financed Student Loans financed pursuant to the
Indenture, any guaranty payments thereon received by the Issuer, and certain
other revenues and earnings to be held pursuant to the Indenture, all in an
amount and in the manner provided in the Indenture. Additional notes and other
obligations may be issued or entered into under the Indenture the right to
payment of which is equal with or subordinate to the Class C Notes. The Class C
Notes, together with any additional notes issued pursuant to the Indenture are
collectively referred to herein as "Notes."

The Notes are secured as provided in the Indenture, but solely by the pledge of
the Trust Estate described in the Indenture; provided that the rights of the
holders of the Class A Notes shall be superior to the rights of the Registered
Owners of Class B Notes and Class C Notes. Reference is made to the Indenture
for a complete statement of the terms and conditions upon which the Class C
Notes have been issued and provisions made for their security and for the
rights, duties and obligations of the Issuer, the Indenture Trustee and the
Registered Owners of the Class C Notes.

The Class C Notes are issuable as registered notes in the denomination of
$50,000 and $1,000 integral multiple thereof. Subject to the limitations
provided in the Indenture and upon payment of any tax or governmental charge,
Class C Notes may be exchanged for a like Class and aggregate principal amount
of Class C Notes of other authorized denominations.

The Registered Owner of this Note shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture. If an Event of Default under the
Indenture occurs, the principal of all Notes then Outstanding issued under the
Indenture may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Indenture.

                                      A-7-3

<PAGE>


IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to be done, to exist, to happen and to be performed in order to
make this Note a valid and binding obligation of the Issuer according to its
terms have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.

The Issuer and the Indenture Trustee may deem and treat the person in whose name
this Note is registered upon the registration books as the absolute owner
hereof, whether this Note is overdue or not, for the purpose of receiving
payment of or on account of the principal or interest and for all other
purposes, and all such payments so made to the Registered Owner or upon such
Registered Owner's order shall be valid and effectual to satisfy and discharge
the liability on this note to the extent of the sum or sums so paid, and neither
the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
notice to the contrary.

This Note shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been executed by the Indenture Trustee.

                                      A-7-4

<PAGE>




IN WITNESS WHEREOF, The National Collegiate Student Loan Trust 2004-2 has caused
this note to be executed and attested.

                             THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

                             By:  WACHOVIA TRUST COMPANY, NATIONAL
                             ASSOCIATION,
                                   not in its individual capacity but solely as
                                   Owner Trustee


                             By: __________________________________
                                  Name:
                                  Title:

Attest

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





                                      A-7-5

<PAGE>





                          CERTIFICATE OF AUTHENTICATION

This note is one of the Class C Notes and described in the provisions of the
within-mentioned Indenture.

Date of Authentication:  __________________

                                                U.S. BANK NATIONAL
ASSOCIATION, as Authenticating Agent



                                                By _____________________________
                                                Authorized Signatory



                                      A-7-6

<PAGE>





                                   ASSIGNMENT
                                   ----------

For Value Received _____________________ hereby sell(s), assign(s) and
transfer(s) unto



--------------------------------------------------------------------------------
    (Please print or type an address                   (Social Security number
including postal zip code of transferee)                  of transferee)

                           the within Note, together with accrued interest
                  thereon and all right, title and interest thereto, and hereby
                  irrevocably authorize(s) and appoint(s)
                  _______________________________________ attorney to transfer
                  said Note on the books of the within named Corporation with
                  full power of substitution in the premises.



Dated ________________                       ________________________L.S.

Guaranteed by:



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



                                      A-7-7

<PAGE>







                                                                     EXHIBIT B
                                                                     ---------
                                   [Reserved]



                                       B-1


<PAGE>







                                                                       EXHIBIT C
                                                                       ---------


                            FORM OF TRANSFEREE LETTER
                            -------------------------
                                 [Non-Rule 144a]

[Date]

The National Collegiate Student Loan Trust 2004-2
c/o Wachovia Trust Company, National Association, as Owner Trustee
One Rodney Square, 1st Floor
920 King Street
Wilmington, Delaware 19801

Attention:  Corporate Trust Administration

with a copy to:

The First Marblehead Corporation
The Prudential Tower
800 Boylston Street - 34th Floor
Boston, Massachusetts 02199-8157
Attention: Controller

Copy to:
Richard P. Zermani, Esq.

U.S. Bank National Association Corporate Trust Department -- SFS One Federal
Street, 3rd Floor Boston, Massachusetts 02110 Attention: NCSLT 2004-2

Re:      The National Collegiate Student Loan Trust 2004-2
         -Class A-5-1, Class A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and
Class A-5-6 Notes

Ladies and Gentlemen:

In connection with our acquisition of the above-captioned Notes, we certify that
(a) we understand that the Notes are not being registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity to
ask questions of and receive answers from The National Collegiate Student Loan
Trust 2004-2 concerning the purchase of the Notes and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Notes, (c) we are acquiring the Notes for investment for our own
account and not with a view to any distribution



                                       C-1
<PAGE>

of such Notes (but without prejudice to our right at all times to sell or
otherwise dispose of the Notes in accordance with clause (e) below), (d) we have
not offered or sold any Notes to, or solicited offers to buy any Notes from, any
person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section
5 of the Act, (e) we will not sell, transfer or otherwise dispose of any Notes
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Act or is exempt from such
registration requirements, and if requested, we will at our expense provide an
opinion of counsel satisfactory to the addressees of this certificate that such
sale, transfer or other disposition may be made pursuant to an exemption from
the Act, (2) the purchaser or transferee of such Note has executed and delivered
to you a certificate to substantially the same effect as this certificate if
required by the Indenture, and (3) the purchaser or transferee has otherwise
complied with any conditions for transfer set forth in the Indenture, and (f)
the purchaser is not acquiring a Note, directly or indirectly, as a fiduciary
of, on behalf of, or with the "Plan Assets" (within the meaning of Section
2510.3-101 of the U.S. Department of Labor regulations (the "Plan Asset
Regulation")) of, an "employee benefit plan" (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")), a "plan"
(within the meaning of Section 4975 of the Internal Revenue Code of 1986 (the
"Code")) or any other entity whose underlying assets include Plan Assets by
reason of any plan's investment in the entity, which is subject to Title I of
ERISA or Section 4975 of the Code (a "Plan"); unless (i) such Note is rated
investment grade or better as of the date of purchase, (ii) the purchaser of the
Note believes that the Note is properly treated as indebtedness without
substantial equity features for purposes of the Plan Asset Regulation and agrees
to so treat such Note and (iii) the acquisition and holding of the Note does not
result in a violation of the prohibited transaction rules of ERISA or Section
4975 of the Code (A) because it is covered by an applicable exemption, including
Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14, or
(B) by reason of the Trust, the Administrator, the Back-Up Administrator, the
Underwriters, the Servicer, the Indenture Trustee, the OWNER TRUSTEE, THE
GRANTOR TRUSTEE, ANY PROVIDER OF CREDIT SUPPORT or any of their affiliates not
being a "Party in Interest" (within the meaning of Section 3(14) of ERISA) with
respect to such Plan.

                                                     Very truly yours,


                                                     -------------------------
                                                     Print Name of Transferee


                                                     By:___________________
                                                          Authorized Officer


                                       C-2
<PAGE>








                                                               EXHIBIT D
                                                               ---------


                         FORM OF RULE 144A CERTIFICATION
                         -------------------------------

[Date]

The National Collegiate Student Loan Trust 2004-2
c/o Wachovia Trust Company, National Association, as Owner Trustee
One Rodney Square, 1st Floor
920 King Street
Wilmington, Delaware 19801

Attention:  Corporate Trust Administration

with a copy to:

The First Marblehead Corporation
The Prudential Tower
800 Boylston Street - 34th Floor
Boston, Massachusetts 02199-8157
Attention: Controller

Copy to:
Richard P. Zermani, Esq.

U.S. Bank National Association Corporate Trust Department -- SFS One Federal
Street, 3rd Floor Boston, Massachusetts 02110 Attention: NCSLT 2004-2

Re:      The National Collegiate Student Loan Trust 2004-2
         -Class A-5-1, Class A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and
Class A-5-6 Notes

Ladies and Gentlemen:

         In connection with our acquisition of the above Notes we certify that
(a) we understand that the Notes are not being registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity to
ask questions of and receive answers from The National Collegiate Student Loan
Trust 2004-2 concerning the purchase of the Notes and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Notes, (c) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Notes, any
interest in the Notes or any other similar security to, or solicited any offer
to buy or

                                       D-1

<PAGE>



accept a transfer, pledge or other disposition of the Notes, any interest in the
Notes or any other similar security from, or otherwise approached or negotiated
with respect to the Notes, any interest in the Notes or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Notes under the Act or that would
render the disposition of the Notes a violation of Section 5 of the Act or
require registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Notes, (d) we
are a "qualified institutional buyer" as that term is defined in Rule 144A under
the Act and have completed the form of certification to that effect attached
hereto as Annex 1, and (e) we are not acquiring a Note, directly or indirectly,
as a fiduciary of, on behalf of, or with the "Plan Assets" (within the meaning
of Section 2510.3-101 of the U.S. Department of Labor regulations (the "Plan
Asset Regulation")) of, an "employee benefit plan" (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), a
"plan" (within the meaning of Section 4975 of the Internal Revenue Code of 1986
(the "Code")) or any other entity whose underlying assets include Plan Assets by
reason of any plan's investment in the entity, which is subject to Title I of
ERISA or Section 4975 of the Code (a "Plan"); unless (i) such Note is rated
investment grade or better as of the date of purchase, (ii) the purchaser of the
Note believes that the Note is properly treated as indebtedness without
substantial equity features for purposes of the Plan Asset Regulation and agrees
to so treat such Note and (iii) the acquisition and holding of the Note does not
result in a violation of the prohibited transaction rules of ERISA or Section
4975 of the Code (A) because it is covered by an applicable exemption, including
Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14, or
(B) by reason of the Trust, the Administrator, the Back-Up Administrator, the
Underwriters, the Servicer, the Indenture Trustee, the Owner Trustee, the
Grantor Trustee, any Provider of Credit Support or any of their affiliates not
being a "Party in Interest" (within the meaning of Section 3(14) of ERISA) with
respect to such Plan.

         We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Notes for our own account or for resale pursuant to
Rule 144A and further, understand that such Notes may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Act.


                                           Very truly yours,

                                           -------------------------
                                           Print Name of Transferee


                                           By:___________________
                                           Authorized Officer


                                       D-2

<PAGE>






                                                        ANNEX 1 TO EXHIBIT D
                                                        --------------------

                             [FORM OF CERTIFICATION]


[Date]

The National Collegiate Student Loan Trust 2004-2
c/o Wachovia Trust Company, National Association, as Owner Trustee
One Rodney Square, 1st Floor
920 King Street
Wilmington, Delaware 19801

Attention:  Corporate Trust Administration

with a copy to:

The First Marblehead Corporation
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts 02199-8157
Attention: Controller

Copy to:
Richard P. Zermani, Esq.

U.S. Bank National Association Corporate Trust Department -- SFS One Federal
Street, 3rd Floor Boston, Massachusetts 02110 Attention: NCSLT 2004-2


Re:      The National Collegiate Student Loan Trust 2004-2
         -Class A-5-1, Class A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and
Class A-5-6


Ladies and Gentlemen:

         In connection with our purchase of the above Notes, the undersigned
certifies to each of the parties to whom this letter is addressed that it is a
qualified institutional buyer (as defined in Rule 144A under the Securities Act
of 1933, as amended (the "Act")) as follows:

1.                It owns and/or invests on a discretionary basis eligible
                  securities (excluding affiliate's securities, bank deposit
                  notes and CD's, loan participations, repurchase agreements,
                  securities owned but subject to a repurchase agreement and
                  currency, interest rate and commodity swaps), as described
                  below:


                                       D-1

<PAGE>

  Amount:1  $_________________; and

2. The dollar amount set forth above is:

     a. greater than $100 million and the undersigned is one of the following
entities:

         (1) |_| an insurance company as defined in Section 2(13) of the Act;*
         or

         (2) |_| an investment company registered under the Investment Company
         Act or any business development company as defined in Section 2(a)(48)
         of the Investment Company Act of 1940 or as defined in Section
         202(a)(22) of the Investment Advisers Act of 1940; or

         (3) |_| a Small Business Investment Company licensed by the U.S. Small
         Business Administration under Section 301(c) or (d) of the Small
         Business Investment Act of 1958; or

         (4) |_| a plan (i) established and maintained by a state, its political
         subdivisions, or any agency or instrumentality of a state or its
         political subdivisions, the laws of which permit the purchase of
         securities of this type, for the benefit of its employees and (ii) the
         governing investment guidelines of which permit the purchase of
         securities of this type; or

         (5) |_| a corporation (other than a U.S. bank, savings and loan
         association or equivalent foreign institution), partnership,
         Massachusetts or similar business trust, or an organization described
         in Section 501(c)(3) of the Internal Revenue Code; or

         (6) |_| a U.S. bank, savings and loan association or equivalent foreign
         institution, which has an audited net worth of at least $25 million as
         demonstrated in its latest annual financial statements as of a date not
         more than 16 months preceding the date of sale in the case of a U.S.
         institution or 18 months in the case of a foreign institution; or

         (7) |_| an investment adviser registered under the Investment Advisers
         Act; or

              b. |_| greater than $10 million, and the undersigned is a
              broker-dealer registered with the SEC; or

              c. |_| greater than $10 million, and the undersigned is a
              broker-dealer registered with the SEC and will only purchase Rule
              144A securities in riskless principal transactions (as defined in
              Rule 144A); or

----------------------------------
1    Must be calculated using only securities which the undersigned beneficially
     held as of the date below.

*    A purchase by an insurance company for one or more of its separate
     accounts, as defined by section 2(a)(37) of the Investment Company Act of
     1940, which are neither registered nor required to be registered
     thereunder, shall be deemed to be a purchase for the account of such
     insurance company.


                                       D-2
<PAGE>

              d. |_| greater than $100 million, and the undersigned is an
              investment company registered under the Investment Company Act of
              1940, which, together with one or more registered investment
              companies having the same or an affiliated investment adviser,
              owns at least $100 million of eligible securities; or

              e. |_| greater than $100 million, and the undersigned is an
              entity, all the equity owners of which are qualified institutional
              buyers.

  The undersigned further certifies that it is purchasing Notes for its own
  account or for the account of others that independently qualify as "Qualified
  Institutional Buyers" as defined in Rule 144A. It is aware that the sale of
  the Notes is being made in reliance on its continued compliance with Rule
  144A. It is aware that the transferor may rely on the exemption from the
  provisions of Section 5 of the Act provided by Rule 144A. The undersigned
  understands that the Notes may be resold, pledged or transferred only to a
  person reasonably believed to be a Qualified Institutional Buyer that
  purchases for its own account or for the account of a Qualified Institutional
  Buyer to whom notice is given that the resale, pledge or transfer is being
  made in reliance in Rule 144A.

  The undersigned agrees that if at some time before the expiration of the
  holding period described in Rule 144 it wishes to dispose of or exchange any
  of the Notes, it will not transfer or exchange any of the Notes to a Qualified
  Institutional Buyer without first obtaining a letter in the form hereof from
  the transferee and delivering such certificate to the addressees hereof.

  IN WITNESS WHEREOF, this document has been executed by the undersigned who is
  duly authorized to do so on behalf of the undersigned Qualified Institutional
  Buyer on the _____ day of ___________, ____.


                                         Name of Institution
                                         Signature
                                         Name
                                         Title**




--------------------
**Must be President, Chief Financial Officer, or other executive officer.


                                       D-3
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------


            FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO
                REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD
                -------------------------------------------------

[Date]


U.S. Bank National Association
Corporate Trust Department -- SFS
One Federal Street, 3rd Floor
Boston, Massachusetts 02110
Attention: NCSLT 2004-2


     Re:  The National Collegiate Student Loan Trust 2004-2 -Class A-5-1, Class
          A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and Class A-5-6


Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of October 1, 2004 (the
"Agreement"), between The National Collegiate Student Loan Trust 2004-2, as
Issuer (the "Issuer"), and U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.

This letter relates to US $[_______] aggregate current principal amount of Class
__ Notes (the "Notes") which are held in the form of the Rule 144A Global Note
(CUSIP No. _________) with the Depository in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest for an interest in the Regulation S Global Note (CUSIP No.
__________) to be held with [Euroclear] [Clearstream] (Common Code
No.____________) through the Depository.

In connection with such request and in respect of such Notes, the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Agreement and pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"), and accordingly the Transferor does hereby certify that:

1.                the offer of the Notes was not made to a person in the United
                  States,

2.                [at the time the buy order was originated, the transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the transferee
                  was outside the United States] [the transaction was executed
                  in, on or through the facilities of a designated offshore
                  securities market and neither


                                       E-1
<PAGE>


                  the transferor nor any person acting on its behalf knows
                  that the transaction was pre-arranged with a buyer in the
                  United States],

3.                the transferee is not a U.S. Person within the meaning of Rule
                  902(o) of Regulation S nor a Person acting for the account or
                  benefit of a U.S. Person,

4.                no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable,

5.                the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act, and

6.                upon completion of the transaction, the beneficial interest
                  being transferred as described above will be held with the
                  Depository through [Euroclear] [Clearstream].

This certificate and the statements contained herein are made for your benefit
and the benefit of the Indenture Trustee and the Issuer.


                                           [Insert Name of Transferor]

                                           By:_______________________________
                                                Name:
                                                Title:

Dated:


                                       E-2
<PAGE>





                                                                       EXHIBIT F
                                                                       ---------


    FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO REGULATION S
    ----------------------------------------------------------------------
                       GLOBAL NOTE AFTER RESTRICTED PERIOD
                       -----------------------------------



U.S. Bank National Association Corporate Trust Department -- SFS One Federal
Street, 3rd Floor Boston, Massachusetts 02110 Attention: NCSLT 2004-2


     Re:  The National Collegiate Student Loan Trust 2004-2 -Class A-5-1, Class
          A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and Class A-5-6
          ------------------------------------------------------------


Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of October 1, 2004 (the
"Agreement"), between The National Collegiate Student Loan Trust 2004-2, as
Issuer (the "Issuer"), and U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.

This letter relates to US $[________] aggregate current principal amount of
Class __ Notes (the "Notes") which are held in the form of the Rule 144A Global
Note (CUSIP No. ________) with the Depository in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest in the Notes for an interest in the Regulation S Global Note
(Common Code No. _____).

In connection with such request, and in respect of such Notes, the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Agreement and, (i) with respect to
transfers made in reliance on Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

1.                the offer of the Notes was not made to a person in the United
                  States;

2.                [at the time the buy order was originated, the transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the transferee
                  was outside the United States] [the transaction was executed
                  in, on or through the facilities of a designated offshore
                  securities market and neither the


                                       F-1
<PAGE>

                  Transferor nor any person acting on its behalf knows that
                  the transaction was pre-arranged with a buyer in the United
                  States];

3.                no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable; and

4.                the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Notes that are being
transferred are not "restricted securities" as defined in Rule 144 under the
Securities Act.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Indenture Trustee and the Issuer.


                                        [Insert Name of Transferor]

                                        By:_______________________________
                                             Name:
                                             Title:

Dated:

                                       F-2

<PAGE>







                                                                       EXHIBIT G
                                                                       ---------

              FORM OF TRANSFER CERTIFICATE REGULATION S GLOBAL NOTE
                TO RULE 144A GLOBAL NOTE DURING RESTRICTED PERIOD
                -------------------------------------------------



U.S. Bank National Association Corporate Trust Department -- SFS One Federal
Street, 3rd Floor Boston, Massachusetts 02110 Attention: NCSLT 2004-2


     Re:  The National Collegiate Student Loan Trust 2004-2 -Class A-5-1, Class
          A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and Class A-5-6
          ------------------------------------------------------------


Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of October 1, 2004 (the
"Agreement"), between The National Collegiate Student Loan Trust 2004-2, as
Issuer (the "Issuer"), and U.S. Bank National Association, as indenture trustee
(the "Indenture Trustee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.

This letter relates to US $[________] aggregate current principal amount of
Class __ Notes (the "Notes") which are held in the form of the Regulation S
Global Note (CUSIP No. _______) with [Euroclear] [Clearstream] (Common Code
No.__________) through the Depository in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes for an interest in the Regulation 144A Global Note (CUSIP
No.____________).

In connection with such request, and in respect of such Notes, the Transferor
does hereby certify that such Notes are being transferred in accordance with (i)
the transfer restrictions set forth in the Agreement and (ii) Rule 144A under
the Securities Act to a transferee that the Transferor reasonably believes is
purchasing the Notes for its own account with respect to which the transferee
exercises sole investment discretion and the transferee and any such account is
a "qualified institutional buyer" within the meaning of Rule 144A, in each case
in a transaction meeting the requirements of Rule 144A and in accordance with
any applicable securities laws of any state of the United States or any
jurisdiction.


                                       G-1

<PAGE>



This certificate and the statements contained herein are made for your benefit
and the benefit of the Indenture Trustee, the Issuer and placement agent of the
offering of the Notes.


                                   [Insert Name of Transferor]

                                   By:_______________________________
                                        Name:
                                        Title:

Dated:


                                       G-2
<PAGE>


                                                                       EXHIBIT H
                                                                       ---------


                  FORM OF TRANSFER CERTIFICATE FOR REGULATION S
                      GLOBAL NOTE DURING RESTRICTED PERIOD
                      ------------------------------------



U.S. Bank National Association
Corporate Trust Department -- SFS
One Federal Street, 3rd Floor
Boston, Massachusetts 02111
Attention:  NCT 2004-2


     Re:  The National Collegiate Student Loan Trust 2004-2 -Class A-5-1, Class
          A-5-2, Class A-5-3, Class A-5-4, Class A-5-5 and Class A-5-6
          ------------------------------------------------------------


Ladies and Gentlemen:

This certificate is delivered pursuant to Section 2.04 of the Indenture, dated
as of October 1, 2004 (the "Agreement"), between The National Collegiate Student
Loan Trust 2004-2, as Issuer (the "Issuer"), and U.S. Bank National Association,
as indenture trustee (the "Indenture Trustee"), in connection with the transfer
by the undersigned (the "Transferor") to _________________ (the "Transferee") of
$__________________ current principal amount of Class ___ Notes, in fully
registered form (each, an "Individual Note"), or a beneficial interest of such
aggregate current principal amount in the Regulation S Global Note (the "Global
Note") maintained by The Depository Trust Company or its successor as Depository
under the Agreement (such transferred interest, in either form, being the
"Transferred Interest").

In connection with such transfer, the Transferor does hereby certify that such
transfer has been effected in accordance with the transfer restrictions set
forth in the Agreement and the Notes and (i) with respect to transfers made in
accordance with Regulation S ("Regulation S") promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the Transferor does hereby
certify that:


1.                  the offer of the Transferred Interest was not made to a
                    person in the United States;

2.                  [at the time the buy order was originated, the Transferee
                    was outside the United States or the Transferor and any
                    person acting on its behalf reasonably believed that the
                    Transferee was outside the United States] [the transaction
                    was executed in, on or through the facilities of a
                    designated offshore

                                       H-1

<PAGE>

                    securities market and neither the undersigned nor any person
                    acting on its behalf knows that the transaction was
                    pre-arranged with a buyer in the United States];

3.                  the transferee is not a U.S. Person within the meaning of
                    Rule 902(o) of Regulation S nor a person acting for the
                    account or benefit of a U.S. Person, and upon completion of
                    the transaction, the Transferred Interest will be held with
                    the Depository through [Euroclear] [Clearstream];

4.                  no directed selling efforts have been made in contravention
                    of the requirements of Rule 903(b) or Rule 904(b) of
                    Regulation S, as applicable; and

5.                  the transaction is not part of a plan or scheme to evade
                    the registration requirements of the Securities Act.

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Notes that are being
transferred are not "restricted securities" as defined in Rule 144 under the
Securities Act.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Indenture Trustee and the Issuer.


                                        [Insert Name of Transferor]

                                        By:_______________________________
                                             Name:
                                             Title:

Dated:


                                       H-2


<PAGE>








                                                                       EXHIBIT I
                                                                       ---------


                            FORM CERTIFICATION TO BE
                 PROVIDED TO DEPOSITOR BY THE INDENTURE TRUSTEE


         Re: The National Collegiate Funding LLC

         The undersigned, U.S. Bank National Association, solely in its capacity
as Indenture Trustee under that certain Indenture dated as of October 1, 2004
(the "Indenture") between The National Collegiate Student Loan Trust 2004-2 and
U.S. Bank National Association, hereby certifies that:

         1. The Indenture Trustee has reviewed the annual report on Form 10-K
for the fiscal year [____], and all reports on Form 8-K containing distribution
reports filed in respect of periods included in the year covered by that annual
report, of the Registrant relating to the above-referenced trust;

         2. Subject to paragraph 4 below and based on the knowledge of the
officer of the Indenture Trustee signing this certification, the information in
the distribution reports prepared by the Indenture Trustee, taken as a whole,
does not contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by that annual report; and

         3. Based on the Indenture Trustee's knowledge, the distribution or
servicing information required to be provided by the Indenture Trustee under the
Indenture, to the extent received by the Indenture Trustee from the
Administrator, is included in these distribution reports.

         4. In compiling the information in the distribution reports and making
the foregoing certifications, the Indenture Trustee has relied upon information
furnished to it by the Administrator under the Indenture. The Indenture Trustee
shall have no responsibility or liability for any inaccuracy in such reports
resulting from information so provided to it by the Administrator.

         5. For purposes of this certificate, an officer shall mean any officer
of the Indenture Trustee with direct responsibility for the administration of
the Indenture, and shall also mean, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge and familiarity with the particular subject.


                                      I-1

<PAGE>




                  Capitalized terms used and not defined herein shall have the
meanings given to such terms in the Indenture.


Date:
                                            U.S. Bank National Association,
                                                 solely in its capacity as
                                                 Indenture Trustee
                                            By:
                                                 ----------------------------
                                                 Name:
                                                 Title:




                                      I-2