EXHIBIT 4.2


                      THE NATIONAL COLLEGIATE FUNDING LLC,

                                   DEPOSITOR,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                 GRANTOR TRUSTEE

                   _______________________________________


                             GRANTOR TRUST AGREEMENT

                          Dated as of October 28, 2004

                   ________________________________________

                       The National Collegiate Funding LLC
                            NCF GRANTOR TRUST 2004-2
                   GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2


                             ____________________



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                                TABLE OF CONTENTS

                                                                            Page
                                    ARTICLE I
            DEFINITIONS......................................................1

                                   ARTICLE II

                         CONVEYANCE OF UNDERLYING NOTES;
            ORIGINAL ISSUANCE OF CERTIFICATES................................6


Section 2.01  Conveyance of Underlying Notes to Grantor Trustee..............6

Section 2.02  Acceptance By Grantor Trustee..................................7

Section 2.03  Representations and Warranties Concerning the Depositor........7

                                   ARTICLE III
            ACCOUNTS.........................................................9


Section 3.01  Payment Account................................................9

Section 3.02  Permitted Withdrawals and Transfers from the Payment Account...9

                                   ARTICLE IV
            CERTIFICATES.....................................................9


Section 4.01  Certificates...................................................9

Section 4.02  Registration of Transfer and Exchange of Certificates.........12

Section 4.03  Mutilated, Destroyed, Lost or Stolen Certificates.............15

Section 4.04  Persons Deemed Owners.........................................15

Section 4.05  ERISA Restrictions............................................16

                                    ARTICLE V
            PAYMENTS TO CERTIFICATEHOLDERS..................................16


Section 5.01  Payments On The Certificates..................................16

Section 5.02  Payments......................................................14

Section 5.03  Statements to Certificateholders..............................17

                                   ARTICLE VI

            INDEMNIFICATION.................................................18


Section 6.01  Indemnification of the Grantor Trustee........................18

                                   ARTICLE VII

            CONCERNING THE GRANTOR TRUSTEE..................................18


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                               TABLE OF CONTENTS

                                                                            Page

Section 7.01  Duties of Grantor Trustee.....................................18

Section 7.02  Certain Matters Affecting the Grantor Trustee. ...............20

Section 7.03  Grantor Trustee Not Liable for Certificates or Student Loans..21

Section 7.04  Grantor Trustee May Own Certificates..........................22

Section 7.05  Grantor Trustee's Fees and Expenses...........................22

Section 7.06  Eligibility Requirements for Grantor Trustee..................22

Section 7.07  Insurance.....................................................23

Section 7.08  Resignation and Removal of the Grantor Trustee................23

Section 7.09  Successor Grantor Trustee.....................................24

Section 7.10  Merger or Consolidation of Grantor Trustee....................24

Section 7.11  Appointment of Co-Grantor Trustee or Separate Grantor Trustee.24

Section 7.12  Federal Information Returns and Reports to
                Certificateholders; Grantor Trust Administration............26

                                  ARTICLE VIII

            TERMINATION.....................................................26


Section 8.01  Termination...................................................26

                                   ARTICLE IX

            MISCELLANEOUS PROVISIONS........................................27


Section 9.01  Intent of Parties.............................................27

Section 9.02  Action Under Underlying Operative Documents...................27

Section 9.03  Amendment.....................................................27

Section 9.04  Limitation on Rights of Certificateholders....................28

Section 9.05  Acts of Certificateholders....................................29

Section 9.06  Governing Law.................................................30

Section 9.07  Notices.......................................................30

Section 9.08  Severability of Provisions....................................31

Section 9.09  Successors and Assigns........................................31

Section 9.10  Article and Section Headings..................................31

Section 9.11  Counterparts..................................................31

Section 9.12  Notice to Rating Agencies.....................................31

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EXHIBITS

Exhibit A-1     Form of Certificate for Certificate A-5-1
Exhibit A-2     Form of Certificate for Certificate A-5-2
Exhibit A-3     Form of Certificate for Certificate A-IO



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                             GRANTOR TRUST AGREEMENT

      Grantor Trust Agreement dated October 28, 2004, between THE NATIONAL
COLLEGIATE FUNDING LLC, a Delaware limited liability company, as Depositor (the
"Depositor") and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity
but solely as grantor trustee (the "Grantor Trustee").

                              PRELIMINARY STATEMENT

      On the Closing Date, the Depositor will acquire the Underlying Notes. On
the Closing Date, the Depositor will transfer the Underlying Notes to NCF
Grantor Trust 2004-2 and receive the Certificates evidencing the entire
beneficial ownership interest in the Trust.

      The Grantor Trustee on behalf of the Trust shall make an election for the
assets constituting the Trust to be treated for federal income tax purposes as a
grantor trust.

      In consideration of the mutual agreements herein contained, the Depositor
and the Grantor Trustee agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Whenever used in this Agreement, the following words and phrases, unless
otherwise expressly provided or unless the context otherwise requires, shall
have the meanings specified in this Article. Capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the Definitions
attached as Appendix A to the Underlying Indenture.

      ACCRUED CERTIFICATE INTEREST: As to any Certificate, and any Distribution
Date, the aggregate amount of interest accrued at the applicable Certificate
Interest Rate for the related Interest Accrual Period on the Current Principal
Amount or Current Notional Amount, as applicable, of such Certificate for the
applicable Distribution Date.

      AGREEMENT:  This Grantor Trust  Agreement and all amendments  hereof and
supplements hereto.

      ASSUMED FINAL DISTRIBUTION DATE: For the Class A-5-1 and Class A-5-2
Certificates December 26, 2033, or if such day is not a Business Day, the next
succeeding Business Day; for the Class A-IO Certificates October 27, 2014, or if
such day is not a Business Day, the next succeeding Business Day.

      AVAILABLE FUNDS: With respect to any Distribution Date and each
Certificate, the sum of any payments received by the Grantor Trustee in respect
of the Underlying Notes.

      BOOK-ENTRY CERTIFICATES: Beneficial interests in the Class A-5-1
Certificates and Class A-IO Certificates, ownership and transfers of which shall
be made through book entries by the Depository as described in Section 4.01 of
the Grantor Trust Agreement.

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      CERTIFICATE:  Any Class A-5-1  Certificate,  Class A-5-2  Certificate or
Class A-IO Certificate.

      CERTIFICATE   INTEREST  RATE:  The  rate  of  interest  payable  on  any
Certificate as set forth on the face thereof.

      CERTIFICATE  OWNER:  Any  Person  who  is  the  beneficial  owner  of  a
Certificate registered in the name of the Depository or its nominee.

      CERTIFICATE  REGISTER:  The  register  maintained  pursuant  to  Section
4.02(a).

      CERTIFICATEHOLDER:  A Holder of a Certificate.

      CLASS A-5  CERTIFICATES:  The Class A-5-1  Certificates  and Class A-5-2
Certificates.

      CLASS A-5-1 CERTIFICATES: The Class A-5-1 Certificates issued pursuant to
this Agreement and substantially in the form attached as Exhibit A-1 hereto.

      CLASS A-5-2 CERTIFICATES: The Class A-5-2 Certificates issued pursuant to
this Agreement and substantially in the form attached as Exhibit A-2 hereto.

      CLASS A-IO CERTIFICATES: The Class A-IO Certificates issued pursuant to
this Agreement and substantially in the form attached as Exhibit A-3 hereto.

      CLOSING DATE:  October 28, 2004.

      CODE:  The Internal Revenue Code of 1986, as amended.

      CORPORATE TRUST OFFICE: The office of the Grantor Trustee at which at any
particular time its corporate trust business is administered, which office, at
the date of the execution of this Agreement, is located at One Federal Street,
3rd Floor, Boston, Massachusetts 02110.

      CURRENT NOTIONAL AMOUNT: With respect to the Class A-IO Certificate as of
each Distribution Date, the lesser of the aggregate outstanding principal
balance of the Class A-5 Certificates on that Distribution Date and the amount
determined as follows:

      Distribution Dates:                               Notional Amount
      -------------------                               ---------------
      December 2004-October 2008                        $100,000,000
      November 2008-October 2009                         $95,000,000
      November 2009-October 2010                         $80,000,000
      November 2010-October 2011                         $60,000,000
      November 2011-October 2012                         $50,000,000
      November 2012-October 2014                                  $0

      CURRENT PRINCIPAL AMOUNT: With respect to any Class A-5 Certificate as of
any Distribution Date, the initial principal amount of such Class A-5
Certificate reduced by all

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amounts distributed on previous Distribution Dates on such Class A-5 Certificate
with respect to principal.

      DEPOSITORY:  The Depository Trust Company,  the nominee of which is Cede
& Co., or any successor thereto.

      DEPOSITORY  AGREEMENT:  The  meaning  specified  in  Subsection  4.01(a)
hereof.

      DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

      DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial
bank, federal savings bank, mutual savings bank or savings and loan association)
or trust company (which may include the Grantor Trustee), the deposits of which
are fully insured by the FDIC to the extent provided by law.

      DISTRIBUTION DATE: Any Distribution Date (as defined in the Underlying
Indenture) or Final Maturity Date for each of the Underlying Notes, or any other
date on which payments are received pursuant to the Underlying Indenture on
account of the Underlying Notes.

      DTC CUSTODIAN: U.S. Bank National Association, or its successors in
interest as custodian for the Depository.

      FITCH:  Fitch, Inc. or its successor in interest.

      FRACTIONAL UNDIVIDED INTEREST: With respect to any Class A-5-1
Certificate, the fractional undivided interest evidenced by such Class A-5-1
Certificate, the numerator of which is the Current Principal Amount of such
Class A-5-1 Certificate and the denominator of which is the aggregate Current
Principal Amount of all of the Class A-5-1 Certificates issued under this
Agreement. With respect to any Class A-5-2 Certificate, the fractional undivided
interest evidenced by such Class A-5-2 Certificate, the numerator of which is
the Current Principal Amount of such Class A-5-2 Certificate and the denominator
of which is the aggregate Current Principal Amount of all of the Class A-5-2
Certificates issued under this Agreement. With respect to any Class A-IO
Certificate, the fractional undivided interest evidenced by such Class A-IO
Certificate, the numerator of which is the Current Notional Amount of such Class
A-IO Certificate and the denominator of which is the aggregate Current Notional
Amount of all of the Class A-IO Certificates issued under this Agreement.

      GRANTOR TRUST:  The trust created by this Agreement.

      GRANTOR  TRUSTEE:  U.S. Bank National  Association,  or its successor in
interest, or any successor trustee appointed as herein provided.

      HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or the Grantor Trustee or any Affiliate thereof shall be deemed not to
be outstanding and the Fractional Undivided Interest evidenced

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thereby shall not be taken into account in determining whether the requisite
percentage of Fractional Undivided Interests of any class necessary to effect
any such consent has been obtained.

      INDEMNIFIED PERSONS: The Grantor Trustee and its officers, directors,
agents and employees and any separate co-trustee and its officers, directors,
agents and employees.

      INDEPENDENT: When used with respect to any specified Person, this term
means that such Person (a) is in fact independent of the Depositor and of any
Affiliate of the Depositor, (b) does not have any direct financial interest or
any material indirect financial interest in the Depositor or any Affiliate of
the Depositor and (c) is not connected with the Depositor or any Affiliate as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

      INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and the
Certificates, (i) with respect to the Distribution Date in December 2004, the
period commencing on and including the Closing Date and ending on and including
the day preceding the Distribution Date in December 2004, and (ii) with respect
to any Distribution Date after the Distribution Date in December 2004, the
period commencing on and including the immediately preceding Distribution Date
and ending on and including the day preceding that Distribution Date.

      INTEREST SHORTFALLS: With respect to any Distribution Date, any Accrued
Certificate Interest that is not paid to the Holders of the Certificates due to
Noteholders' Interest Carryover Shortfalls (as defined in the Underlying
Indenture) allocated to the Underlying Notes pursuant to the Underlying
Indenture, as reported on a Statement to Underlying Noteholders provided by the
Administrator.

      INITIAL CERTIFICATE INTEREST RATE: With respect to the initial Interest
Accrual Period, the Certificate Interest Rate for the Class A-5 Certificates
shall equal 0.48% per annum plus a LIBOR rate determined by the following
formula:

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

                  Where: X = One-Month LIBOR, and

                  Y = Two-Month LIBOR.

      MAJORITY CERTIFICATEHOLDERS: Holders of Certificates evidencing a ratio in
excess of 50% determined by the numerator equal to the aggregate of the Current
Principal Amount of all Class A-5 Certificates held by Holders voting in favor
of an amendment or proposed action plus the aggregate of the Current Notional
Amount of all Class A-IO Certificates held by Holders voting in favor of an
amendment or proposed action and the denominator equal to the aggregate of the
Current Principal Amount of all Class A-5 Certificates plus the aggregate of the
Current Notional Amount of all Class A-IO Certificates.

      MOODY'S:  Moody's Investors Service, Inc. or its successor in interest.


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      ONE-MONTH  LIBOR:  One-Month  LIBOR as  determined  by the  Underlying
Indenture Trustee pursuant to the Underlying Indenture.

      OPINION OF COUNSEL: A written opinion of counsel who is or are acceptable
to the Grantor Trustee and who, unless required to be Independent (an "Opinion
of Independent Counsel"), may be internal counsel for the Depositor.

      PAYMENT ACCOUNT: The trust account created and maintained pursuant to
Section 3.01, which shall be denominated "U.S. Bank National Association, as
Grantor Trustee f/b/o holders of NCF Grantor Trust 2004-2 Grantor Trust
Certificates".

      PERSON: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      PRINCIPAL SHORTFALL: A determination by the Underlying Indenture Trustee
pursuant to the Underlying Indenture as reported on a Statement to Underlying
Noteholders, provided to the Underlying Indenture Trustee by the Administrator,
that there are not sufficient Available Funds (as defined in the Underlying
Indenture) to reduce the outstanding principal balance of the Underlying Notes
to zero on the final date on which payments are made on the Underlying Notes.

      RATING AGENCIES:  S&P, Fitch and Moody's.

      RECORD DATE: With respect to the Certificates that are Book-Entry
Certificates and any Distribution Date, the close of business on the Business
Day immediately preceding such Distribution Date. With respect to any
Certificates that are not Book-Entry Certificates, the close of business on the
last Business Day of the calendar month preceding such Distribution Date.

      RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office
(or any successor thereto), including any Vice President, Assistant Vice
President, Secretary, any Assistant Secretary, or any other officer of the
Grantor Trustee customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the
administration of this Agreement.

      S&P:  Standard  and  Poor's,  a division of The  McGraw-Hill  Companies,
Inc., and its successors in interest.

      STATEMENTS TO  UNDERLYING  NOTEHOLDERS:  The  statement  provided to the
Holders  of the  Underlying  Notes  in  accordance  with  Section  8.09 of the
Underlying Indenture.

      TRUST:  The trust  created by this  Agreement  and the assets  deposited
herein pursuant to the Agreement.

      TWO-MONTH  LIBOR:  Two-Month  LIBOR  as  determined  by  the  Underlying
Indenture Trustee pursuant to the Underlying Indenture.


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      UNDERLYING  INDENTURE:  The  Indenture  dated  as of  October  1,  2004,
between the Underlying  Indenture Trustee and The National  Collegiate Student
Loan Trust 2004-2.

      UNDERLYING  INDENTURE  TRUSTEE:  U.S.  Bank  National  Association,   as
indenture trustee under the Underlying Indenture.

      UNDERLYING NOTES: The Class A-5-1 Notes, Class A-5-2 Notes, Class A-5-3
Notes, Class A-5-4 Notes, Class A-5-5 Notes and Class A-5-6 Notes issued
pursuant to the Underlying Indenture.

      UNDERLYING STUDENT LOANS: The student loans pledged as collateral securing
the Underlying Notes pursuant to the Underlying Indenture.

      UNDERLYING OPERATIVE DOCUMENTS: The Underlying Indenture; the Underlying
Notes; the Administration Agreement dated as of October 28, 2004, among The
National Collegiate Student Loan Trust 2004-2, U.S. Bank National Association,
the Underlying Indenture Trustee, the Depositor and the Administrator; the
Back-up Administration Agreement dated as of October 28, 2004, among The
National Collegiate Student Loan Trust 2004-2, the Depositor, Wachovia Trust
Company National Association, U.S. Bank National Association and the
Administrator; the Deposit and Sale Agreement dated as of October 28, 2004,
between the Depositor and The National Collegiate Student Loan Trust 2004-2; and
the Amended and Restated Limited Liability Company Agreement of the Depositor
dated as of June 10, 2004 among GATE Holdings, Inc., Cheryl A. Tussie and Mary
S. Stawikey.

                                   ARTICLE II

                         CONVEYANCE OF UNDERLYING NOTES;
                        ORIGINAL ISSUANCE OF CERTIFICATES

      Section 2.01 CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE. The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, deposit and assign to the Grantor Trustee, in trust, for the use and
benefit of the Certificateholders subject to this Agreement, (a) all the right,
title and interest of the Depositor in and to the Underlying Notes and (b) all
payments on the Underlying Notes after the Closing Date.

      In connection with each such transfer and assignment, the Depositor is
causing the Underlying Notes to be delivered to and registered in the name of
the Grantor Trustee.

      It is intended that the conveyance of the Depositor's right, title and
interest in and to the Underlying Notes and all other assets constituting the
Trust pursuant to this Agreement shall constitute, and be construed as, an
absolute sale of the Underlying Notes and the other assets constituting the
Trust by the Depositor to the Grantor Trustee for the benefit of the
Certificateholders. Furthermore, it is not intended that such conveyance be
deemed a pledge of the Underlying Notes and the other assets constituting the
Trust by the Depositor to the Grantor Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Underlying Notes and the other assets constituting
the Trust are held to be the property of the Depositor, or if for any other
reason this Agreement is


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<PAGE>

held or deemed to create a security interest in the Underlying Notes and the
other assets constituting the Trust, then it is intended as follows: (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the UCC; (b) the conveyance provided for in this section
shall be deemed to be a grant by the Depositor to the Grantor Trustee of a
security interest in all of the Depositor's right, title and interest in and to
the Underlying Notes, and all amounts payable to the holders of the Underlying
Notes and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the Payment
Account, whether in the form of cash, instruments, securities or other property;
(c) the book entry registration in the name of the Grantor Trustee or its agent
of the Underlying Notes and such other items of property as constitute cash,
instruments, securities or other property shall be deemed to be "possession by
the secured party" for purposes of perfecting the security interest pursuant to
Section 9-313 of the UCC; and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed to be notifications to or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Grantor Trustee for the purpose of perfecting such security
interest under applicable law.

      It is also intended that the Trust be classified (for federal tax
purposes) as a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code, of which the Certificateholders are owners, rather than as an
association taxable as a corporation. The powers granted and obligations
undertaken in this Agreement shall be construed so as to further such intent.

      Section 2.02 ACCEPTANCE BY GRANTOR TRUSTEE. The Grantor Trustee hereby
acknowledges the delivery to it, through book entry registration in its name as
Grantor Trustee hereunder, of the Underlying Notes and declares that it holds
and will hold such Underlying Notes and all other assets and documents included
in the Trust, in trust, upon the trusts herein set forth, for the exclusive use
and benefit of all present and future applicable Certificateholders in
accordance with the terms of this Agreement.

      Section 2.03 REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR. The
Depositor hereby represents and warrants to the Grantor Trustee as follows:

      (a) The Depositor (i) is a limited liability company duly formed, validly
existing and in good standing under the laws of the State of Delaware and (ii)
is qualified and in good standing as a foreign limited liability company to do
business in each jurisdiction where such qualification is necessary, except
where the failure so to qualify would not reasonably be expected to have a
material adverse effect on the Depositor's business as presently conducted or on
the Depositor's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

      (b) The Depositor has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

      (c) The execution and delivery by the Depositor of this Agreement have
been duly authorized by all necessary company action on the part of the
Depositor; and neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein

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contemplated, nor compliance with the provisions hereof, will conflict with or
result in a breach of, or constitute a default under, any of the provisions of
any law, governmental rule, regulation, judgment, decree or order binding on the
Depositor or its properties or the certificate of formation or limited liability
company agreement of the Depositor, except those conflicts, breaches or defaults
which would not reasonably be expected to have a material adverse effect on the
Depositor's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

      (d) The execution, delivery and performance by the Depositor of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made;

      (e) This Agreement has been duly executed and delivered by the Depositor
and, assuming due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms (subject to applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally);

      (f) There are no actions, suits or proceedings pending or, to the
knowledge of the Depositor, threatened against the Depositor, before or by any
court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Agreement or (B) with respect to
any other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the Depositor
materially and adversely affect the Depositor's ability to enter into this
Agreement or perform its obligations under this Agreement; and the Depositor is
not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement;

      (g) Immediately prior to the transfer and assignment to the Grantor
Trustee, each Underlying Note was not subject to an assignment or pledge, and
the Depositor had good and marketable title thereto and was the sole owner
thereof and had full right to transfer and sell such Underlying Note to the
Grantor Trustee free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest; and

      (h) The Depositor hereby covenants and agrees that it will not at any time
institute against the Trust, or join in any institution against the Trust 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
this Agreement or any of the Underlying Operative Documents.


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                                   ARTICLE III

                                    ACCOUNTS

      Section 3.01 PAYMENT ACCOUNT.

      (a) The Grantor Trustee shall establish and maintain in the name of the
Grantor Trustee, for the benefit of the Certificateholders, the Payment Account
as a segregated trust account. The Grantor Trustee will deposit in the Payment
Account any amounts received with respect to the Underlying Notes upon receipt
thereof.

      (b) All amounts deposited to the Payment Account shall be held by the
Grantor Trustee in trust for the benefit of the Certificateholders in accordance
with the terms and provisions of this Agreement.

      (c) The Payment Account shall constitute a trust account of the Trust
segregated on the books of the Grantor Trustee and held by the Grantor Trustee
in trust in its Corporate Trust Office, and the Payment Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Grantor
Trustee (whether made directly, or indirectly through a liquidator or receiver
of the Grantor Trustee). The amount at any time credited to the Payment Account
shall be held uninvested.

      Section 3.02 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE PAYMENT ACCOUNT.

      (a) The Grantor Trustee may clear and terminate the Payment Account
pursuant to Section 8.01 and remove amounts from time to time deposited in
error; provided that the Payment Account shall not be terminated until the
Current Principal Amount of each of the Class A-5-1 Certificates and the Current
Notional Amount of each of the Class A-IO Certificates has been reduced to zero.

(b) On each Distribution Date, the Grantor Trustee shall pay the amount
distributable to the Holders of the Certificates in accordance with Section 5.01
from the funds in the Payment Account, provided that payments on the Underlying
Notes are received by the Grantor Trustee by no later than 1:00 p.m. New York
time.

                                   ARTICLE IV

                                  CERTIFICATES

      Section 4.01 CERTIFICATES.

      (a) The Depository, the Grantor Trust and U.S. Bank National Association,
in its capacity as agent, have entered into a Depository Agreement dated as of
October 25, 2004 (the "Depository Agreement"). The Certificates shall at all
times remain registered in the name of the Depository or its nominee and at all
times: (i) registration of the Certificates may not be transferred by the
Grantor Trustee except to a successor to the Depository; (ii) ownership and


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transfers of registration of the Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (iii) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants; (iv) the Grantor Trustee shall deal with the
Depository as representative of such Certificate Owners of the Certificates for
purposes of exercising the rights of Certificateholders under this Agreement,
and requests and directions for and votes of such representative shall not be
deemed to be inconsistent if they are made with respect to different Certificate
Owners; and (v) the Grantor Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants.

      All transfers by Certificate Owners of the Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

      (b) If (i)(A) the Depositor advises the Grantor Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Grantor Trustee or the Depositor is
unable to locate a qualified successor within 30 days or (ii) the Depositor at
its option and with the Grantor Trustee's consent advises the Grantor Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Grantor Trustee shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability
of definitive, fully registered Certificates to Certificate Owners requesting
the same. Upon surrender to the Grantor Trustee of the Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration, the Grantor Trustee shall issue the definitive Certificates.
Neither the Depositor nor the Grantor 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.

      (c) The Certificates shall have the following designation, initial
principal amount or initial notional amount and Certificate Interest Rate:


<TABLE>
<CAPTION>


                                  Initial               Certificate
           Designation        Principal Amount         Interest Rate
           -----------        ----------------         -------------
              <S>                   <C>                      <C>

              A-5-1            $187,757,000       One-Month LIBOR + 0.48%

              A-5-2              $113,000         One-Month LIBOR + 0.48%


<CAPTION>
                                  Initial               Certificate
           Designation        Notional Amount          Interest Rate
           -----------        ---------------          -------------
              <S>                   <C>                      <C>
               A-IO             $100,000,000               9.75%

</TABLE>


provided, however, with respect to the initial Interest Accrual Period, the
Certificate Interest Rate for the Class A-5 Certificates will be the Initial
Certificate Interest Rate.


                                       10

<PAGE>


      With respect to each Distribution Date, the Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each
Distribution Date and the Class A-5-1 Certificates, interest shall be
calculated, on the basis of a 360-day year and 30-day monthly periods in the
related Interest Accrual Period, based upon One-Month LIBOR plus 0.48%, as
adjusted in a manner and at the times that the interest rate for the Underlying
Notes is determined by the Administrator pursuant to the Underlying Indenture,
based upon the Current Principal Amount of the Class A-5-1 Certificates
applicable to such Distribution Date (before giving effect to any payments on
the Certificates on such date); provided, however, with respect to the initial
Interest Accrual Period, the Certificate Interest Rate for the Class A-5-1
Certificates will be the Initial Certificate Interest Rate, and the initial
Interest Accrual Period will be deemed to consist of 59 days.

      With respect to each Distribution Date and the Class A-5-2 Certificates,
interest shall be calculated, on the basis of a 360-day year and 30-day monthly
periods in the related Interest Accrual Period, based upon One-Month LIBOR plus
0.48%, as adjusted in a manner and at the times that the interest rate for the
Underlying Notes is determined by the Administrator pursuant to the Underlying
Indenture, based upon the Current Principal Amount of the Class A-5-2
Certificates applicable to such Distribution Date (before giving effect to any
payments on the Certificates on such date); provided, however, with respect to
the initial Interest Accrual Period, the Certificate Interest Rate for the Class
A-5-2 Certificates will be the Initial Certificate Interest Rate, and the
initial Interest Accrual Period will be deemed to consist of 59 days.

      With respect to each Distribution Date and the Class A-IO Certificates,
interest shall be calculated, on the basis of a 360-day year and 30-day monthly
periods in the related Interest Accrual Period, based upon the Certificate
Interest Rate for such Class A-IO Certificate of 9.75% per annum, based upon the
Current Notional Amount of the Class A-IO Certificates applicable to such
Distribution Date (before giving effect to any payments on the Certificates on
such date); provided, however, the initial Interest Accrual Period will be
deemed to consist of 59 days. The Certificate Notional Amount for the Class A-IO
Certificates shall be comprised of the following components:


<TABLE>
<CAPTION>



                    Interest Rate       Notional
Underlying Notes     (Per Annum)       Component*    Accrual Period
----------------     -----------       ----------    --------------
      <S>                <C>               <C>             <C>

Class A-5-2 Notes       9.75%         $5,000,000     October 28, 2004-
                                                     October 24, 2008

Class A-5-3 Notes       9.75%        $15,000,000     October 28, 2004-
                                                     October 24, 2009

Class A-5-4 Notes       9.75%        $20,000,000     October 28, 2004-
                                                     October 24, 2010

Class A-5-5 Notes       9.75%        $10,000,000     October 28, 2004-
                                                     October 24, 2011

Class A-5-6 Notes       9.75%        $50,000,000     October 28, 2004-
                                                     October 24, 2012

</TABLE>

*Only to the extent that the Underlying Note is outstanding


                                       11

<PAGE>

      (d) The Certificates shall be substantially in the form set forth in
Exhibit A-1, Exhibit A-2 and Exhibit A-3, attached to this Agreement. On
original issuance, the Grantor Trustee shall sign, countersign and shall deliver
the Certificates at the written direction of the Depositor. Pending the
preparation of definitive Certificates, the Grantor Trustee may sign and
countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized initial denominations, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers or authorized signatories executing such Certificates may determine, as
evidenced by their execution of such Certificates. If temporary Certificates are
issued, the Depositor will cause definitive Certificates to be prepared without
unreasonable delay. After the preparation of definitive Certificates, the
temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of the temporary Certificates at the office of the Grantor Trustee,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Grantor Trustee shall sign and countersign and
deliver in exchange therefor a like aggregate initial principal amount or
initial notional amount, as applicable, in authorized initial denominations, of
definitive Certificates. Until so exchanged, such temporary Certificates shall
in all respects be entitled to the same benefits as definitive Certificates.

      (e) The Class A-5-2 Certificates will be represented by definitive
certificates in the form of Exhibit A-2 attached hereto. The Book-Entry
Certificates will be registered as a single Certificate for the Class A-5-1
Certificates and the Class A-IO Certificates issued under this Agreement and
will be held by a nominee of the Depository or the DTC Custodian, and beneficial
interests will be held by investors through the book-entry facilities of the
Depository in minimum initial denominations of $50,000 and increments of $1,000
in excess thereof. On the Closing Date, the Grantor Trustee shall execute and
countersign a single Certificate in the entire Current Principal Amount for each
of the Class A-5-1 Certificates and shall execute and countersign a single
Certificate in the entire Current Notional Amount for the Class A-IO
Certificates. The Grantor Trustee shall sign the Certificates by facsimile or
manual signature and countersign them by manual signature on behalf of the
Grantor Trustee by one or more authorized signatories, each of whom shall be
Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing
the manual and facsimile signatures of individuals who were the authorized
signatories of the Grantor Trustee or its agent at the time of issuance shall
bind the Grantor Trustee, notwithstanding that such individuals or any of them
have ceased to hold such positions prior to the delivery of such Certificate.

      (f) No Certificate shall be entitled to any benefit under this Agreement,
or be valid for any purpose, unless there appears on such Certificate the
manually executed countersignature of the Grantor Trustee or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their
countersignature.

      Section 4.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

      (a) The Grantor Trustee shall maintain at its Corporate Trust Office a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Grantor Trustee

                                       12

<PAGE>


shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided.

      (b) Subject to Section 4.02(e), upon surrender for registration of
transfer of any Certificate at any office or agency of the Grantor Trustee
maintained for such purpose, the Grantor Trustee shall sign, countersign and
shall deliver, in the name of the designated transferee or transferees, a new
Certificate of a like tenor, class and original principal or notional amount, as
applicable, but bearing a different number.

      (c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like tenor, class and
original principal or notional amount, as applicable, upon surrender of the
Certificates to be exchanged at any such office or agency; PROVIDED, HOWEVER,
that no Certificate may be exchanged for new Certificates unless the original
principal or notional amount, as applicable, represented by each such new
Certificate (i) is at least equal to the minimum authorized denomination or (ii)
is acceptable to the Depositor as indicated to the Grantor Trustee in writing.
Whenever any Certificates are so surrendered for exchange, the Grantor Trustee
shall sign and countersign and the Grantor Trustee shall deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

      (d) If the Grantor Trustee so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer, with a signature guarantee, in
form satisfactory to the Grantor Trustee, duly executed by the holder thereof or
his or her attorney duly authorized in writing.

      (e) No transfer, sale, pledge or other disposition of any Class A-5-2
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. Except as otherwise
provided in this Section 4.02(e), in the event that a transfer of a Class A-5-2
Certificate is to be made without registration under the 1933 Act either (i)(A)
the Grantor Trustee shall require a written Opinion of Counsel acceptable to and
in form and substance satisfactory to the Grantor Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Grantor Trustee or the Depositor; provided that such
Opinion of Counsel will not be required in connection with the initial transfers
of any Class A-5-2 Certificate by the Depositor or by any Affiliate thereof and
(B) the Grantor Trustee shall require the transferee to execute a representation
letter, and the Grantor Trustee shall require the transferor to execute a
representation letter, each acceptable to and in form and substance satisfactory
to the Depositor and the Grantor Trustee certifying to the Depositor and the
Grantor Trustee the facts surrounding such transfer, which representation
letters shall not be an expense of the Grantor Trustee or the Depositor;
provided, however, that such representation letters will not be required in
connection with initial transfers of any Class A-5-2 Certificate by the
Depositor or by any Affiliate thereof or (ii) the prospective transferee of such
a Class A-5-2 Certificate shall be required to provide the Grantor Trustee and
the Depositor with an investment letter in form and substance satisfactory to
the Depositor and the Grantor Trustee, which investment letter shall not be an
expense of the Grantor Trustee or the Depositor, and which investment letter
states that, among other things,


                                       13

<PAGE>


such transferee (A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of any Class
A-5-2 Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Grantor Trustee and
the Depositor against any liability that may result if the transfer, sale,
pledge or other disposition is not so exempt or is not made in accordance with
such federal and state laws and this Agreement.

      (f) No service charge shall be made for any transfer or exchange of
Certificates, but the Grantor Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.

      (g) The Grantor Trustee shall cancel all Certificates surrendered for
transfer or exchange but shall either retain such Certificates in accordance
with its standard retention policy or for such further time as is required by
the record retention requirements of the Securities Exchange Act of 1934, as
amended, and thereafter may destroy such Certificates.

      (h) The following legend shall be placed on the Certificates, whether upon
original issuance or upon issuance of any other Certificate in exchange therefor
or upon transfer thereof at any time:

            THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR
      ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE IS DEEMED TO MAKE THE
      REPRESENTATION IN SECTION 4.05 OF THE AGREEMENT OR UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE DEPOSITOR AND THE GRANTOR TRUSTEE WITH AN OPINION
      OF COUNSEL SATISFACTORY TO THOSE ENTITIES, WHICH OPINION WILL NOT BE AT
      THE EXPENSE OF THOSE ENTITIES, THAT THE PURCHASE OF THE CERTIFICATES BY OR
      ON BEHALF OF THE PLAN INVESTOR, IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
      NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER
      ERISA OR CODE SECTION 4975 AND WILL NOT SUBJECT THE DEPOSITOR OR THE
      GRANTOR TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
      GRANTOR TRUST AGREEMENT.

      (i) The following legend shall be placed on the Class A-5-2 Certificates,
whether upon original issuance or upon issuance of any other Class A-5-2
Certificate in exchange therefor or upon transfer thereof at any time:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE


                                       14

<PAGE>

      RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO THE SECURITIES
      ACT AND OTHER APPLICABLE LAWS OR IS SOLD OR TRANSFERRED (1) PURSUANT TO
      RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE
      CERTIFICATEHOLDER 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 CERTIFICATEHOLDER
      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, OR (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER
      THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
      LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02
      OF THE GRANTOR TRUST AGREEMENT, DATED OCTOBER 28, 2004, BETWEEN THE
      NATIONAL COLLEGIATE FUNDING LLC AND U.S. BANK NATIONAL ASSOCIATION.

      Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

      (a) If (i) any mutilated Certificate is surrendered to the Grantor
Trustee, or the Grantor Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Grantor Trustee such security or indemnity as it may require to save it
harmless, and (iii) the Grantor Trustee has not received notice that such
Certificate has been acquired by a third Person, the Grantor Trustee shall sign,
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, class
and original principal or notional amount, as applicable, but in each case
bearing a different number. The mutilated, destroyed, lost or stolen Certificate
shall thereupon be canceled of record by the Grantor Trustee and shall be of no
further effect and evidence no rights.

      (b) Upon the issuance of any new Certificate under this Section 4.03, the
Grantor Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Grantor Trustee) connected
therewith. Any duplicate Certificate issued pursuant to this Section 4.03 shall
constitute complete and indefeasible evidence of ownership in each Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

      Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Grantor Trustee and
any agent of the Depositor or the Grantor Trustee may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving payments pursuant to Section 5.01 and for all other
purposes whatsoever. Neither the Depositor, the Grantor Trustee nor any agent of
the Depositor or the Grantor Trustee shall be affected by notice to the
contrary. No Certificate shall be deemed duly presented for a transfer effective
on any Record Date unless


                                       15

<PAGE>

the Certificate to be transferred is presented no later than the close of
business on the third Business Day preceding such Record Date.

      Section 4.05 ERISA RESTRICTIONS. By acquiring a Certificate, each
purchaser will be deemed to represent that either (a) it is not, and is not
acquiring the Certificate as a trustee of, on behalf of, or with Plan Assets of,
a Plan; or (b)(i) for the Class A-5-1 Certificates and Class A-IO Certificates,
both classes of Certificates are rated investment grade or better and (ii) the
acquisition and holding of the Certificate will not give rise to a nonexempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

      Alternatively, regardless of the rating of the Certificates, a Person
investing on behalf of or with Plan Assets of a Plan may provide the Grantor
Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the
expense of the Depositor or the Grantor Trustee, which opines that the
acquisition, holding and transfer of such Certificate or interest therein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or section 4975 of the Code and will not
subject the Depositor or the Grantor Trustee to any obligation in addition to
those undertaken in the Underlying Indenture or this Agreement, as applicable.

                                   ARTICLE V

                         PAYMENTS TO CERTIFICATEHOLDERS

      Section 5.01 PAYMENTS ON THE CERTIFICATES. Interest and principal on the
Certificates will be distributed monthly on each Distribution Date, commencing
in December 2004, in an aggregate amount equal to the Available Funds for such
Distribution Date. On each Distribution Date, the Available Funds shall be
distributed in the following order of priority and to the extent of Available
Funds:

      (a) FIRST, Accrued Certificate Interest on the Class A-5-1 Certificates
and the Class A-IO Certificates shall be distributed to the Holders of those
Certificates pro rata based upon the aggregate Accrued Certificate Interest
payable for each such class of Certificates for such Distribution Date;

      (b) SECOND, any Accrued Certificate Interest on the Class A-5-2
Certificates shall be distributed to the Holders of those Certificates for such
Distribution Date;

      (c) THIRD, any Interest Shortfall on the Class A-5-1 Certificates and
the Class A-IO Certificates remaining undistributed from previous Distribution
Dates shall be distributed to the Holders of those Certificates pro rata based
upon the aggregate Interest Shortfall payable for each such class of
Certificates for such Distribution Date;

      (d) FOURTH, any Interest Shortfall on the Class A-5-2 Certificates
remaining undistributed from previous Distribution Dates shall be distributed to
the Holders of those Certificates for such Distribution Date; and

      (e) FIFTH, any remaining Available Funds received from the Underlying
Notes shall be distributed to the Holders of the Class A-5-1 Certificates and
Class A-5-2 Certificates pro rata

                                       16

<PAGE>

based upon the aggregate Current Principal Amount for each such class of
Certificates for such Distribution Date (before giving effect to any payments on
the Certificates on such date), in reduction of the Certificate Principal Amount
thereof, until the Certificate Principal Amount thereof has been reduced to
zero; provided that in the event of a Principal Shortfall, all remaining
Available Funds received from the Underlying Notes shall be distributed to the
Class A-5-1 Certificates until the Certificate Principal Amount thereof has been
reduced to zero and thereafter all remaining Available Funds received from the
Underlying Notes shall be distributed to the Class A-5-2 Certificates.

      Section 5.02 PAYMENTS.

      (a) On each Distribution Date, other than the final Distribution Date, the
Grantor Trustee shall distribute to each Certificateholder of record on the
directly preceding Record Date for each class of Certificates issued under this
Agreement, the Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest represented by such Holder's Certificates with
respect to such class of Certificates) of all amounts required to be distributed
on such Distribution Date to the Class of Certificates held by such
Certificateholder, based on information provided to the Grantor Trustee by the
Underlying Indenture Trustee. The Grantor Trustee shall calculate the Available
Funds received from the Underlying Notes and the Grantor Trustee shall determine
the amount to be distributed to each Certificateholder. All of the Grantor
Trustee's calculations of payments shall be based solely on information provided
to the Grantor Trustee by the Underlying Indenture Trustee. The Grantor Trustee
shall not be required to confirm, verify or recompute any such information but
shall be entitled to rely conclusively on such information.

      (b) Payment of the above amounts to each Certificateholder shall be made
(i) by check mailed to each Certificateholder entitled thereto at the address
appearing in the Certificate Register or (ii) upon receipt by the Grantor
Trustee on or before the fifth Business Day preceding the Record Date of written
instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with
appropriate facilities for receiving such a wire transfer; PROVIDED, HOWEVER,
that the final payment in respect of the Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or
agency of the Grantor Trustee specified in the notice to Certificateholders of
such final payment.

      Section 5.03 STATEMENTS TO CERTIFICATEHOLDERS.

      (a) Concurrently with each payment to Certificateholders, the Grantor
Trustee shall make available via the Grantor Trustee's internet website as set
forth below, all of the information contained in the Statement to Underlying
Noteholders and the following information, set forth separately for each class
of Certificates:

            (i) The Certificate Interest Rate on the Certificates;

            (ii) The amount of any interest payments made to the Certificates or
      Interest Shortfalls;

            (iii) The amount of any principal payments made to the Certificates;
      and


                                       17


<PAGE>


            (iv) The Current Principal Amount or the Current Notional Amount of
      the Certificates, as applicable.

      The Grantor Trustee may make available each month, to any interested
party, the monthly statement to Certificateholders via the Grantor Trustee's
website initially located at https://trustinvestorreporting.usbank.com.
Certificateholders that are unable to use the statement option described in the
preceding sentence are entitled to have a paper copy mailed to them via first
class mail by written request to the Grantor Trustee indicating such. The
Grantor Trustee shall have the right to change the way such reports are
distributed in order to make such statement more convenient and/or more
accessible to the Certificateholders, and the Grantor Trustee shall provide
timely and adequate notification to all Certificateholders regarding any such
change.

      (b) By April 30 of each year beginning in 2005, the Grantor Trustee will
furnish a report to each Holder of the Certificates of record at any time during
the prior calendar year as to the aggregate of amounts reported pursuant to
subclauses (a)(ii) and (a)(iii) above with respect to each class of the
Certificates, plus such other customary information as the Grantor Trustee may
determine to be necessary and/or to be required by the Internal Revenue Service
or by a federal or state law or rules or regulations to enable such Holders to
prepare their tax returns for such calendar year. Such obligations shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Grantor Trustee pursuant to the
requirements of the Code.

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 6.01 INDEMNIFICATION OF THE GRANTOR TRUSTEE. The Depositor shall
indemnify the Indemnified Persons for, and will hold them harmless against, any
loss, liability or expense incurred on their part, arising out of, or in
connection with, this Agreement and the Certificates, including the costs and
expenses (including reasonable legal fees and expenses) of defending themselves
against any such claim other than any loss, liability or expense incurred by
reason of such Indemnified Person's willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. This indemnity shall survive the resignation
or removal of the Grantor Trustee and the termination of this Agreement.

                                  ARTICLE VII

                         CONCERNING THE GRANTOR TRUSTEE

      Section 7.01 DUTIES OF GRANTOR TRUSTEE.

      (a) The Grantor Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Grantor
Trustee.

      (b) Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments which are specifically required
to be furnished to the


                                       18

<PAGE>

Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee
shall examine them to determine whether they are in the form required by this
Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible
for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Underlying
Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be
responsible for the accuracy or verification of any calculation provided to it
pursuant to this Agreement.

      (c) On each Distribution Date, the Grantor Trustee shall make payments
from funds in the Payment Account as provided in Section 5.01 herein based on
the report of the Underlying Indenture Trustee.

      (d) No provision of this Agreement shall be construed to relieve the
Grantor Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; PROVIDED, HOWEVER, that:

            (i) The duties and obligations of the Grantor Trustee shall be
      determined solely by the express provisions of this Agreement, the Grantor
      Trustee shall not be liable except for the performance of its duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the
      Grantor Trustee and, in the absence of bad faith on the part of the
      Grantor Trustee, the Grantor Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Grantor
      Trustee, and conforming to the requirements of this Agreement;

            (ii) The Grantor Trustee shall not be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible
      Officer or Responsible Officers of the Grantor Trustee, unless it shall be
      proved that the Grantor Trustee was negligent in ascertaining the
      pertinent facts;

            (iii) The Grantor Trustee shall not be liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the written directions of the Majority Certificateholders,
      if such action or non-action relates to the time, method and place of
      conducting any proceeding for any remedy available to the Grantor Trustee,
      or exercising any trust or other power conferred upon the Grantor Trustee
      under this Agreement; PROVIDED, HOWEVER, that no action shall be taken,
      suffered or omitted to be taken without the consent of the Holders of
      Certificates evidencing Fractional Undivided Interests aggregating not
      less than a majority of the Class A-5-1 Certificates;

            (iv) The Grantor Trustee shall not in any way be liable by reason of
      any insufficiency in the Payment Account unless it is determined by a
      court of competent jurisdiction that the Grantor Trustee's negligence or
      willful misconduct was the primary cause of such insufficiency; and

            (v) Anything in this Agreement to the contrary notwithstanding, in
      no event shall the Grantor Trustee be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not
      limited to lost profits), even if the Grantor

                                       19


<PAGE>

      Trustee has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

      The Grantor Trustee shall not be required 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 there is
reasonable ground for believing that the repayment of such funds or indemnity
satisfactory to the Grantor Trustee against such risk or liability is not
reasonably assured to it.

      (e) All funds received by the Grantor Trustee and required to be deposited
in the Payment Account pursuant to this Agreement will be promptly so deposited
by the Grantor Trustee.

      (f) Except for those actions that the Grantor Trustee is required to take
hereunder, the Grantor Trustee shall not have any obligation or liability to
take any action or to refrain from taking any action hereunder in the absence of
written direction as provided hereunder.

      (g) The Grantor Trustee hereby covenants and agrees that it will not at
any time institute against the Trust, or join in any institution against the
Trust 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 this Agreement or any of the Underlying Operative Documents.

      Section 7.02 CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as
otherwise provided in Section 7.01:

      (a) The Grantor Trustee may rely and shall be protected in acting or
refraining from acting in reliance on any resolution, certificate of the
Depositor or the Underlying Indenture Trustee, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, note or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

      (b) The Grantor Trustee may consult with counsel and any advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

      (c) The Grantor Trustee shall not be under any obligation to exercise any
of the trusts or powers vested in it by this Agreement, other than its
obligation to give notices, make payments, register transfers and deliver
reports and statements pursuant to this Agreement, or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Grantor
Trustee security or indemnity satisfactory to the Grantor Trustee against the
costs, expenses and liabilities which may be incurred therein or thereby;


                                       20

<PAGE>

      (d) The Grantor Trustee shall not be liable in its individual capacity for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

      (e) The Grantor Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, note or
other paper or document, unless requested in writing to do so by the Majority
Certificateholders and provided that the payment within a reasonable time to the
Grantor Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Grantor
Trustee, reasonably assured to the Grantor Trustee. The Grantor Trustee may
require indemnity satisfactory to the Grantor Trustee against such expense or
liability as a condition to taking any such action. The expense of every such
examination shall be paid by the Certificateholders requesting the
investigation; PROVIDED, HOWEVER, that no investigation shall be made without
the consent of the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority of the Class A-5-1 Certificates;

      (f) The Grantor Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or through Affiliates, agents or
attorneys. The Grantor Trustee shall not be liable or responsible for the
misconduct or negligence of any of the Grantor Trustee's agents or attorneys or
a custodian or paying agent appointed hereunder by the Grantor Trustee with due
care;

      (g) Should the Grantor Trustee deem the nature of any action required on
its part, other than a payment or transfer under Section 3.02 or 5.01, to be
unclear, the Grantor Trustee may require prior to such action that it be
provided by the Depositor with reasonable further instructions;

      (h) The right of the Grantor Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Grantor
Trustee shall not be accountable for other than its negligence or willful
misconduct in the performance of any such act; and

      (i) The Grantor Trustee shall not be required to give any bond or surety
with respect to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Section 7.07.

      Section 7.03 GRANTOR TRUSTEE NOT LIABLE FOR CERTIFICATES OR STUDENT LOANS.
The recitals contained herein and in the Certificates (other than the signature
and countersignature of the Grantor Trustee on the Certificates) shall be taken
as the statements of the Depositor, and the Grantor Trustee shall not have any
responsibility for their correctness. The Grantor Trustee does not make any
representation as to the validity or sufficiency of the Certificates (other than
the signature and countersignature of the Grantor Trustee on the Certificates).
The Grantor Trustee's signature and countersignature (or countersignature of its
agent) on the Certificates shall be solely in its capacity as Grantor Trustee
and shall not constitute the Certificates an obligation of the Grantor Trustee
in any other capacity. The Grantor Trustee shall not be accountable for the use
or application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or


                                       21

<PAGE>

application of any funds paid to the Depositor with respect to the Underlying
Notes. The Grantor Trustee shall not be responsible for the legality or validity
of this Agreement or any document or instrument relating to this Agreement, the
validity of the execution of this Agreement or of any supplement hereto or
instrument of further assurance, or the validity, priority, perfection or
sufficiency of the security for the Certificates issued hereunder or intended to
be issued hereunder. The Grantor Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Student Loan, or for or with respect to the sufficiency of
the Trust or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Grantor Trustee shall not have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

      Section 7.04 GRANTOR TRUSTEE MAY OWN CERTIFICATES. The Grantor Trustee in
its individual capacity or in any capacity other than as Grantor Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not Grantor Trustee, and may otherwise deal with
the parties hereto.

      Section 7.05 GRANTOR TRUSTEE'S FEES AND EXPENSES. The fees of the Grantor
Trustee shall be paid in accordance with the provisions of a separate fee letter
agreement entered into between the Grantor Trustee and the Depositor. In
addition, the Grantor Trustee will be entitled to recover from the Depositor all
reasonable out-of-pocket expenses, disbursements and advances of the Grantor
Trustee in connection with any breach of this Agreement or any claim or legal
action (including any pending or threatened claim or legal action) incurred or
made by the Grantor Trustee in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
negligence or willful misconduct or which is the responsibility of the
Certificateholders. Such compensation and reimbursement obligation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust.

      Section 7.06 ELIGIBILITY REQUIREMENTS FOR GRANTOR TRUSTEE. The Grantor
Trustee and any successor Grantor Trustee shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Grantor Trustee, $50,000,000, subject
to supervision or examination by federal or state authority and rated "BBB" or
higher by Standard & Poor's and "Baa2" or higher by Moody's with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Grantor Trustee other than pursuant to Section 7.10, rated in one of
the two highest long-term debt categories of, or otherwise acceptable to, each
of the Rating Agencies. If the Grantor Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.06
the combined capital and surplus of such corporation shall be deemed to be its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Grantor Trustee
shall cease to be eligible in accordance with the provisions


                                       22

<PAGE>

of this Section 7.06, the Grantor Trustee shall resign immediately in the manner
and with the effect specified in Section 7.08.

      Section 7.07 INSURANCE. The Grantor Trustee, at its own expense, shall at
all times maintain and keep in full force and effect: (a) fidelity insurance,
(b) theft of documents insurance and (c) forgery insurance (which may be
collectively satisfied by a "Financial Institution Bond" and/or a "Bankers'
Blanket Bond"). All such insurance shall be in amounts, with standard coverage
and subject to deductibles, as are customary for insurance typically maintained
by banks or their affiliates which act as custodians for investor-owned mortgage
pools. A certificate of an officer of the Grantor Trustee as to the Grantor
Trustee's compliance with this Section 7.07 shall be furnished to any
Certificateholder upon reasonable written request.

      Section 7.08 RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE.

      (a) The Grantor Trustee may at any time resign and be discharged from the
Trust hereby created by giving written notice thereof to the Depositor, with a
copy to the Rating Agencies. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Grantor Trustee by written
instrument, in triplicate, one copy of which instrument shall be delivered to
each of the resigning Grantor Trustee and the successor Grantor Trustee. If no
successor Grantor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Grantor Trustee may petition any court of competent jurisdiction for
the appointment of a successor Grantor Trustee. The Grantor Trustee may not
resign from the Trust created hereby without also resigning as Underlying
Indenture Trustee under the Underlying Indenture.

      (b) If at any time the Grantor Trustee shall cease to be eligible in
accordance with the provisions of Section 7.06 and shall fail to resign after
written request therefor by the Depositor or if at any time the Grantor Trustee
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the Grantor Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Grantor Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor shall promptly remove the Grantor Trustee and
appoint a successor Grantor Trustee by written instrument, in triplicate, one
copy of which instrument shall be delivered to the Grantor Trustee so removed
and the successor Grantor Trustee.

      (c) The Majority Certificateholders may at any time remove the Grantor
Trustee and appoint a successor Grantor Trustee by written instrument or
instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor and the Grantor Trustee so removed and the successor so appointed;
PROVIDED, HOWEVER, that no removal or appointment shall occur without the
consent of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority of the Class A-5-1 Certificates.

      (d) No resignation or removal of the Grantor Trustee and appointment of a
successor Grantor Trustee pursuant to any of the provisions of this Section 7.08
shall become effective


                                       23

<PAGE>

except upon appointment of and acceptance of such appointment by the successor
Grantor Trustee as provided in Section 7.09.

      Section 7.09 SUCCESSOR GRANTOR TRUSTEE.

      (a) Any successor Grantor Trustee appointed as provided in Section 7.08
shall execute, acknowledge and deliver to the Depositor and to its predecessor
Grantor Trustee an instrument accepting such appointment hereunder. The
resignation or removal of the predecessor Grantor Trustee shall then become
effective and such successor Grantor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Grantor Trustee herein. The predecessor Grantor Trustee shall after
payment of its outstanding fees and expenses promptly deliver to the successor
Grantor Trustee all assets and records of each Trust held by it hereunder, and
the Depositor and the predecessor Grantor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Grantor Trustee all
such rights, powers, duties and obligations.

      (b) No successor Grantor Trustee shall accept appointment as provided in
this Section 7.09 unless at the time of such acceptance such successor Grantor
Trustee shall be eligible under the provisions of Section 7.06.

      (c) Upon acceptance of appointment by a successor Grantor Trustee as
provided in this Section 7.09, the successor Grantor Trustee shall mail notice
of the succession of such Grantor Trustee hereunder to all Certificateholders at
their addresses as shown in the Certificate Register and to the Rating Agencies.

      Section 7.10 MERGER OR CONSOLIDATION OF GRANTOR TRUSTEE. Any state bank or
trust company or national banking association into which the Grantor Trustee may
be merged or converted or with which it may be consolidated or any state bank or
trust company or national banking association resulting from any merger,
conversion or consolidation to which the Grantor Trustee shall be a party, or
any state bank or trust company or national banking association succeeding to
all or substantially all of the corporate trust business of the Grantor Trustee
shall be the successor of the Grantor Trustee hereunder, provided such state
bank or trust company or national banking association shall be eligible under
the provisions of Section 7.06. Such succession shall be valid without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

      Section 7.11 APPOINTMENT OF CO-GRANTOR TRUSTEE OR SEPARATE GRANTOR
TRUSTEE.

      (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or property constituting the same may at the time be located, the
Depositor and the Grantor Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons at the
expense of the Depositor approved by the Grantor Trustee and the Depositor to
act as co-trustee or co-trustees, jointly with the Grantor Trustee, or separate
trustee or separate


                                       24

<PAGE>

trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section 7.11, such powers, duties,
obligations, rights and trusts as the Depositor and the Grantor Trustee may
consider necessary or desirable.

      (b) If the Depositor shall not have joined in such appointment within 15
days after the receipt by it of a written request so to do, the Grantor Trustee
shall have the power to make such appointment without the Depositor at the
expense of the Depositor.

      (c) No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor Grantor Trustee under Section 7.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 7.08
hereof.

      (d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 7.11, all rights, powers, duties and obligations
conferred or imposed upon the Grantor Trustee and required to be conferred on
such co-trustee shall be conferred or imposed upon and exercised or performed by
the Grantor Trustee and such separate trustee or co-trustee jointly, except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed, the Grantor 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 Trust or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Grantor Trustee.

      (e) Any notice, request or other writing given to the Grantor 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 Agreement and
the conditions of this Article VII. 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
Grantor Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Grantor Trustee. Every such instrument shall be filed with
the Grantor Trustee.

      (f) To the extent not prohibited by law, any separate trustee or
co-trustee may, at any time, request the Grantor Trustee, its agent or
attorney-in-fact, with full power and authority, to do any lawful act under or
with respect to this Agreement 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 of its estates, property rights, remedies and trusts shall vest in
and be exercised by the Grantor Trustee, to the extent permitted by law, without
the appointment of a new or successor Grantor Trustee.

      (g) No trustee under this Agreement shall be liable by reason of any act
or omission of another trustee under this Agreement. The Depositor and the
Grantor Trustee acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee.


                                       25

<PAGE>

      Section 7.12 FEDERAL INFORMATION RETURNS AND REPORTS TO
CERTIFICATEHOLDERS; GRANTOR TRUST ADMINISTRATION.

      (a) The Grantor Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of the Trust as a
grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code
and not as an association taxable as a corporation, as a taxable mortgage pool,
or as a partnership and to prevent the imposition of any federal, state or local
income or other tax on the Trust.

      (b) The Depositor shall furnish or cause to be furnished to holders of
Certificates and shall file or cause to be filed with the Internal Revenue
Service, together with Form 1041 or such other form as may be applicable, such
information with respect to the income and deductions of the Trust at the time
or times and in the manner required by the Code, including such other customary
factual information as is available to the Depositor to enable
Certificateholders to prepare their tax returns, including information required
with respect to computing the accrual of original issue and market discount.

      (c) Notwithstanding any other provisions of this Agreement, the Grantor
Trustee shall comply with all federal withholding requirements with respect to
payments to Certificateholders. The consent of Certificateholders shall not be
required for any such withholding. In the event the Grantor Trustee withholds
any amount from any Certificateholder pursuant to federal withholdings
requirements, the Grantor Trustee shall indicate to such Certificateholder the
amount so withheld.

                                  ARTICLE VIII

                                   TERMINATION

      Section 8.01 TERMINATION.

      (a) The respective obligations and responsibilities of the Depositor and
the Grantor Trustee created hereby with respect to the Trust, other than the
obligation of the Grantor Trustee to make payments to the Certificateholders as
hereinafter set forth, shall terminate upon the later of the making of the final
payment or other liquidation, or any advance with respect thereto, of the last
Underlying Note remaining in the Trust; provided that the Trust shall not be
terminated until the Current Principal Amount of each of the Class A-5-1
Certificates and the Current Notional Amount of each of the Class A-IO
Certificates has been reduced to zero.

      (b) In no event, however, shall the Trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date of this Agreement.

      (c) The Grantor Trustee shall give notice of any termination of the
Grantor Trust to the Certificateholders, with a copy to the Rating Agencies,
upon which the Certificateholders shall surrender their Certificates to the
Grantor Trustee for payment of the final payment and cancellation. Such notice
shall be given by letter, mailed not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of such final payment,
and shall


                                       26

<PAGE>

specify (i) the Distribution Date upon which final payment of the Certificates
will be made upon presentation and surrender of the Certificates at the office
of the Grantor Trustee therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office of the Grantor Trustee therein specified.

      (d) Upon the presentation and surrender of the Certificates, the Grantor
Trustee shall distribute to the remaining Certificateholders, in accordance with
their respective interests, all distributable amounts remaining in the Payment
Account in accordance with Section 5.02.

      (e) If not all of the Certificateholders shall surrender their
Certificates for cancellation within six months after the time specified in the
above-mentioned written notice, the Grantor Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final payment with respect thereto. If within six
months after the second notice, not all the Certificates shall have been
surrendered for cancellation, the Grantor Trustee may take appropriate steps, or
appoint any agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject to
this Agreement.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

      Section 9.01 INTENT OF PARTIES. The parties intend that the Trust shall be
treated as a grantor trust for federal income tax purposes and that the
provisions of this Agreement should be construed in furtherance of this intent.

      Section 9.02 ACTION UNDER UNDERLYING OPERATIVE DOCUMENTS. In the event
that there are any matters arising under the Underlying Operative Documents
related to the Underlying Notes which require the vote or direction of holders
of the Underlying Notes thereunder, the Grantor Trustee, as holder of each
Underlying Note will vote such Underlying Note in accordance with the written
instructions received from holders of the Certificates as follows: Voting the
Underlying Notes shall be directed by the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority of the Class
A-5-1 Certificates. In the absence of any such instructions, the Grantor Trustee
will not vote the Underlying Note.

      The Grantor Trustee will forward to each Certificateholder copies of any
communications received regarding matters arising that require action by holders
of the Underlying Notes.

      Section 9.03 AMENDMENT.

      (a) This Agreement may be amended from time to time by the Depositor and
the Grantor Trustee with the consent of the Majority Certificateholders;
PROVIDED, HOWEVER, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such


                                       27

<PAGE>

Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates then outstanding, (iii) have a material adverse
effect on a class of Certificates without the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority of the class so affected or (iv) result in the imposition of a tax on
the Trust or cause the Trust to fail to be classified as a grantor trust under
subpart E, part I of subchapter J of chapter 1 of the Code, as evidenced by an
Opinion of Independent Counsel which shall be provided to the Grantor Trustee
other than at the Grantor Trustee's expense; and PROVIDED FURTHER, HOWEVER, that
so long as the Class A-5-1 Current Principal Balance has not been reduced to
zero, the Agreement may not be amended without the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority of the Class A-5-1 Certificates. Notwithstanding any other provision
of this Agreement, for purposes of the giving or withholding of consents
pursuant to this Section 9.03(a), Certificates registered in the name of or held
for the benefit of the Depositor or the Grantor Trustee or any Affiliate thereof
shall be entitled to vote their Fractional Undivided Interests with respect to
matters affecting such Certificates.

      (b) Promptly after the execution of any such amendment, the Grantor
Trustee shall furnish a copy of such amendment or written notification of the
substance of such amendment to each Certificateholder, with a copy to the Rating
Agencies.

      (c) In the case of an amendment under Section 9.03(a) above, it shall not
be necessary for the Certificateholders to approve the particular form of such
an amendment. Rather, it shall be sufficient if the Certificateholders approve
the substance of the amendment. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Grantor Trustee may
prescribe.

      (d) Prior to the execution of any amendment to this Agreement, the Grantor
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Grantor Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Grantor Trustee's rights, duties or
immunities under this Agreement.

      Section 9.04 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

      (a) The death or incapacity of any Certificateholder shall not terminate
this Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

      (b) Except as expressly provided in this Agreement, no Certificateholders
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates, be
construed so as to establish the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholders be under
any liability

                                       28

<PAGE>

to any third Person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.

      (c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon, under or with respect to this Agreement against the Depositor or any
successor to any such parties unless (i) such Certificateholder previously shall
have given to the Grantor Trustee a written notice of a continuing default, as
herein provided, (ii) the Majority Certificateholders shall have made written
request upon the Grantor Trustee to institute such action, suit or proceeding in
its own name as Grantor Trustee hereunder and shall have offered to the Grantor
Trustee such indemnity satisfactory to the Grantor Trustee against the costs and
expenses and liabilities to be incurred therein or thereby, and (iii) the
Grantor Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding.

      (d) Except to the extent expressly provided by this Agreement, no one or
more Certificateholders shall have any right by virtue of any provision of this
Agreement to affect the rights of any other Certificateholders or to obtain or
seek to obtain priority or preference over any other such Certificateholder, or
to enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 9.04, each and
every Certificateholder and the Grantor Trustee shall be entitled to such relief
as can be given either at law or in equity.

      Section 9.05 ACTS OF CERTIFICATEHOLDERS.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Grantor Trustee and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Grantor Trustee and the Depositor, if made in the
manner provided in this Section 9.05.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Grantor Trustee deems
sufficient.


                                       29


<PAGE>

      (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 4.02 made on a Certificate presented in accordance with
Section 4.02) shall be proved by the Certificate Register, and neither the
Grantor Trustee, the Depositor nor any successor to any such parties shall be
affected by any notice to the contrary.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the holder of any Certificate shall bind every future holder
of the same Certificate and the holder of every Certificate issued upon the
registration of transfer or exchange thereof, if applicable, or in lieu thereof
with respect to anything done, omitted or suffered to be done by the Grantor
Trustee, the Depositor or any successor to any such party in reliance thereon,
whether or not notation of such action is made upon such Certificates.

      (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Grantor Trustee, the Depositor or any Affiliate
thereof shall be disregarded, except as otherwise provided in Section 9.03(a)
and except that, in determining whether the Grantor Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Certificates which the Grantor Trustee knows to be so
owned shall be so disregarded. Certificates which have been pledged in good
faith to the Grantor Trustee, the Depositor or any Affiliate thereof may be
regarded as outstanding if the pledgor establishes to the satisfaction of the
Grantor Trustee the pledgor's right to act with respect to such Certificates and
that the pledgor is not an Affiliate of the Grantor Trustee or the Depositor, as
the case may be.

      Section 9.06 GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS RULES AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section 9.07 NOTICES. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered (including delivery
electronically or by facsimile) or mailed by registered mail, return receipt
requested, postage prepaid, or by recognized overnight courier to, (i) in the
case of the Depositor, The National Collegiate Funding LLC, The Prudential
Tower, 800 Boylston Street, 34th floor, Boston, MA 02199-8157, Attention:
Controller, with a copy to First Marblehead Corporation, The Prudential Tower,
800 Boylston Street, 34th Floor, Boston, MA 02199-8157, Attention: Richard P.
Zermani, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (ii) in the case of the Grantor Trustee, its
Corporate Trust Office, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (iii) in the case of the Rating
Agencies, Moody's Investors Service, Inc., 99 Church Street, 4th Floor, New
York, New York 10004; Fitch, Inc. One State Street Plaza, New York, New York,
10004; and Standard & Poor's, via electronic delivery,
Servicer_reports@sandp.com, or for any information not available in electronic
format, Standard and Poor's Ratings Services, 55 Water Street, 41st Floor, New
York, New York, 10041-0003, Attention: ABS Surveillance Group. Any notice
delivered to the Depositor or the Grantor Trustee under this Agreement shall be
effective only upon receipt. Any notice required or


                                       30

<PAGE>

permitted to be mailed to a Certificateholder, unless otherwise provided herein,
shall be given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given when mailed, whether or not the Certificateholder receives
such notice.

      Section 9.08 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severed from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

      Section 9.09 SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto.

      Section 9.10 ARTICLE AND SECTION HEADINGS. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

      Section 9.11 COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which when so executed and delivered shall be an original
but all of which together shall constitute one and the same instrument.

      Section 9.12 NOTICE TO RATING AGENCIES. The article and section headings
herein are for convenience of reference only, and shall not limited or otherwise
affect the meaning hereof. The Grantor Trustee shall promptly provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:

      (a) Any material change or amendment to this Agreement or any of the
Certificates;

      (b) The resignation or termination of the Grantor Trustee under this
Agreement;

      (c) The final payment to Certificateholders; and

      (d) Any change in the location of the Payment Account.


                                       31


<PAGE>




      IN WITNESS WHEREOF, the Depositor and the Grantor Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.

                                    The National Collegiate Funding LLC, as
                                    Depositor

                                    By: GATE Holdings, Inc., Member


                                          By: /s/ Stephen Anbinder
                                              ------------------------
                                              Name: Stephen Anbinder
                                              Title: President


                                    U.S. BANK NATIONAL ASSOCIATION, not in its
                                    individual capacity but solely as Grantor
                                    Trustee,


                                    By: /s/ Vaneta I. Bernard
                                        -------------------------
                                        Name: Vaneta I. Bernard
                                        Title: Vice President

                                                         Grantor Trust Agreement



<PAGE>




                                   EXHIBIT A-1

                         FORM OF CLASS A-5-1 CERTIFICATE

      THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE GRANTOR TRUSTEE NAMED
HEREIN.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

      THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), UNLESS THE PROPOSED TRANSFEREE IS DEEMED TO MAKE THE
REPRESENTATION IN SECTION 4.05 OF THE AGREEMENT OR UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE DEPOSITOR AND THE GRANTOR TRUSTEE WITH AN OPINION OF
COUNSEL SATISFACTORY TO THOSE ENTITIES, WHICH OPINION WILL NOT BE AT THE EXPENSE
OF THOSE ENTITIES, THAT THE PURCHASE OF THE CERTIFICATES BY OR ON BEHALF OF THE
PLAN INVESTOR IS PERMITTED UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE DEPOSITOR OR THE GRANTOR TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE GRANTOR TRUST AGREEMENT.

                                      A-1

<PAGE>




Date of Grantor Trust                    One-Month LIBOR + 0.48% Certificate
Agreement:  October 28, 2004             Interest Rate per annum

First Distribution Date:  December 27,   Initial Current Principal
2004                                     Amount of this Certificate:
                                         $187,757,000

Assumed Final Distribution Date:         CUSIP:                 63543P AY 2
December 26, 2033                        ISIN:                  US63543PAY25
                                         European Common Code:  20447249




                            NCF GRANTOR TRUST 2004-2

                             CLASS A-5-1 CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2

evidencing a fractional undivided interest in the payments allocable to the
Class A-5-1 Certificates with respect to the Trust consisting primarily of the
Underlying Notes deposited by The National Collegiate Funding LLC, as depositor

      This Certificate is payable solely from the assets of the Trust and does
not represent an obligation of or interest in The National Collegiate Funding
LLC or the Grantor Trustee referred to below or any of their Affiliates or any
other person. Neither this Certificate nor the Underlying Notes are guaranteed
or insured by any governmental entity or by The National Collegiate Funding LLC,
the Grantor Trustee or any of its Affiliates or any other person.

      This certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust")
consisting primarily of notes (collectively, the "Underlying Notes") deposited
by The National Collegiate Funding LLC. The Trust was created pursuant to the
Grantor Trust Agreement dated as of October 28, 2004 (the "Agreement"), between
The National Collegiate Funding LLC, as seller (the "Depositor"), and U.S. Bank
National Association, as grantor trustee (the "Grantor Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.


                                      A-2


<PAGE>

      With respect to each Distribution Date and the Class A-5-1 Certificates,
interest shall be calculated, on the basis of a 360-day year and 30-day monthly
periods in the related Interest Accrual Period, based upon One-Month LIBOR plus
0.48%, as adjusted in a manner and at the times that the interest rate for the
Underlying Notes is determined pursuant to the Underlying Indenture, based upon
the Current Principal Amount of the Class A-5-1 Certificates applicable to such
Distribution Date (before giving effect to any payments on the Certificates on
such date); provided, however, with respect to the initial Interest Accrual
Period, the Certificate Interest Rate for the Class A-5-1 Certificates will be
the Initial Certificate Interest Rate, and the initial Interest Accrual Period
will be deemed to consist of 59 days. The Grantor Trustee will distribute on
each Distribution Date commencing on the First Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of the Underlying Notes.

      Payments on this Certificate will be made by the Grantor Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Grantor Trustee in writing as specified in the Agreement, by wire
transfer. Notwithstanding the above, the final payment on this Certificate will
be made after due notice by the Grantor Trustee of the pendency of such payment
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Grantor Trustee for that purpose and designated in such
notice. The initial Current Principal Amount of this Certificate is set forth
above. The Current Principal Amount hereof will be reduced to the extent of
payments allocable to principal hereon.

      This Certificate is one of a duly authorized issue of the Class A-5-1
Certificates designated as set forth on the face hereof issued in one Class. The
Class A-5-1 Certificates are one of three classes of Certificates that together
constitute the GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2 (the "Certificates")
issued by the NCF Grantor Trust 2004-2. The Certificates, in the aggregate,
evidence the entire beneficial ownership interest in the Trust formed pursuant
to the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the Trust for payment hereunder and that the Grantor
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

      This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Grantor Trustee.

      The Agreement permits the amendment thereof from time to time by the
Depositor and the Grantor Trustee with the consent of the Majority
Certificateholders; PROVIDED, HOWEVER, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of,


                                      A-3

<PAGE>

payments required to be distributed on any Certificate without the consent of
the Holder of such Certificate, (ii) reduce the aforesaid percentage of
Certificates the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates then outstanding, (iii)
have a material adverse effect on a class of Certificates without the consent of
the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority of the class so affected or (iv) result in
the imposition of a tax on the Trust or cause the Trust to fail to be classified
as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the
Code, as evidenced by an Opinion of Independent Counsel which shall be provided
to the Grantor Trustee other than at the Grantor Trustee's expense; and PROVIDED
FURTHER, HOWEVER, that so long as the Class A-5-1 Current Principal Balance has
not been reduced to zero, the Agreement may not be amended without the consent
of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority of the Class A-5-1 Certificates.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Grantor
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Grantor Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Grantor Trustee duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates in authorized denominations representing a like tenor, class and
original principal, but bearing a different number, will be issued to the
designated transferee. The Certificates are issuable only as registered
Certificates without coupons in the Classes and denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new
Certificates evidencing the same Class and in the same aggregate initial
principal amount, as requested by the Holder surrendering the same.

      No service charge will be made to the Certificateholders for any such
registration of transfer, but the Grantor Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Grantor Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Grantor Trustee or any such
agent shall be affected by notice to the contrary. The obligations created by
the Agreement and the Trust created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the last payment made with respect to the Underlying Notes.
In no event, however, will the Trust created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

      Unless this Certificate has been countersigned by an authorized signatory
of the Grantor Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      A-4

<PAGE>



      IN WITNESS WHEREOF, the Grantor Trustee has caused this Certificate to be
duly executed.


Dated:  October 28, 2004            U.S. BANK NATIONAL ASSOCIATION,
                                    not in its individual capacity
                                    but solely as Grantor Trustee

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


                                      A-5

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    U.S. BANK NATIONAL ASSOCIATION, as
                                    Authenticating Agent


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

                                      A-6

<PAGE>



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________ (please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the attached Trust Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of Trust.

      I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:


Dated:

                                        -------------------------------------
                                        Signature by or on behalf of assignor



                                        --------------------------------------
                                        Signature Guaranteed



                              PAYMENT INSTRUCTIONS

      The assignee should include the following for purposes of payment:

      Payments shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of _______________________________ account number __________, or, if
mailed by check, to _________________________________________. Applicable
statements should be mailed to ___________________________________________ This
information is provided by ____________________________, the assignee named
above, or ____________________________, as its agent.

                                      A-7

<PAGE>



                                   EXHIBIT A-2

                         FORM OF CLASS A-5-2 CERTIFICATE

      THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE GRANTOR TRUSTEE NAMED
HEREIN.

      THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), UNLESS THE PROPOSED TRANSFEREE IS DEEMED TO MAKE THE
REPRESENTATION IN SECTION 4.05 OF THE AGREEMENT OR UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE DEPOSITOR AND THE GRANTOR TRUSTEE WITH AN OPINION OF
COUNSEL SATISFACTORY TO THOSE ENTITIES, WHICH OPINION WILL NOT BE AT THE EXPENSE
OF THOSE ENTITIES, THAT THE PURCHASE OF THE CERTIFICATES BY OR ON BEHALF OF THE
PLAN INVESTOR IS PERMITTED UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE DEPOSITOR OR THE GRANTOR TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE GRANTOR TRUST AGREEMENT.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IS SOLD OR
TRANSFERRED (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
A PERSON THAT THE CERTIFICATEHOLDER 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
CERTIFICATEHOLDER 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, OR (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND
IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE GRANTOR
TRUST AGREEMENT, DATED OCTOBER 28, 2004, BETWEEN THE NATIONAL COLLEGIATE FUNDING
LLC AND U.S. BANK NATIONAL ASSOCIATION.

                                      A-8

<PAGE>




Date of Grantor Trust                    One-Month LIBOR + 0.48% Certificate
Agreement:  October 28, 2004             Interest Rate per annum

First Distribution Date:  December 27,   Initial Current Principal
2004                                     Amount of this Certificate:  $113,000

Assumed Final Distribution Date:
December 26, 2033

                            NCF GRANTOR TRUST 2004-2

                             CLASS A-5-2 CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2

evidencing a fractional undivided interest in the payments allocable to the
Class A-5-2 Certificates with respect to the Trust consisting primarily of the
Underlying Notes deposited by The National Collegiate Funding LLC, as depositor

      This Certificate is payable solely from the assets of the Trust and does
not represent an obligation of or interest in The National Collegiate Funding
LLC or the Grantor Trustee referred to below or any of their Affiliates or any
other person. Neither this Certificate nor the Underlying Notes are guaranteed
or insured by any governmental entity or by The National Collegiate Funding LLC,
the Grantor Trustee or any of its Affiliates or any other person.

      This certifies that ________________ is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust") consisting primarily of notes (collectively, the "Underlying Notes")
deposited by The National Collegiate Funding LLC. The Trust was created pursuant
to the Grantor Trust Agreement dated as of October 28, 2004 (the "Agreement"),
between The National Collegiate Funding LLC, as seller (the "Depositor"), and
U.S. Bank National Association, as grantor trustee (the "Grantor Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

                                      A-9

<PAGE>

      With respect to each Distribution Date and the Class A-5-2 Certificates,
interest shall be calculated, on the basis of a 360-day year and 30-day monthly
periods in the related Interest Accrual Period, based upon One-Month LIBOR plus
0.48%, as adjusted in a manner and at the times that the interest rate for the
Underlying Notes is determined pursuant to the Underlying Indenture, based upon
the Current Principal Amount of the Class A-5-2 Certificates applicable to such
Distribution Date (before giving effect to any payments on the Certificates on
such date); provided, however, with respect to the initial Interest Accrual
Period, the Certificate Interest Rate for the Class A-5-2 Certificates will be
the Initial Certificate Interest Rate, and the initial Interest Accrual Period
will be deemed to consist of 59 days. The Grantor Trustee will distribute on
each Distribution Date commencing on the First Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of the Underlying Notes.

      Payments on this Certificate will be made by the Grantor Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Grantor Trustee in writing as specified in the Agreement, by wire
transfer. Notwithstanding the above, the final payment on this Certificate will
be made after due notice by the Grantor Trustee of the pendency of such payment
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Grantor Trustee for that purpose and designated in such
notice. The initial Current Principal Amount of this Certificate is set forth
above. The Current Principal Amount hereof will be reduced to the extent of
payments allocable to principal hereon.

      This Certificate is one of a duly authorized issue of the Class A-5-2
Certificates designated as set forth on the face hereof issued in one Class. The
Class A-5-2 Certificates are one of three classes of Certificates that together
constitute the GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2 (the "Certificates")
issued by the NCF Grantor Trust 2004-2. The Certificates, in the aggregate,
evidence the entire beneficial ownership interest in the Trust formed pursuant
to the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the Trust for payment hereunder and that the Grantor
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

      This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Grantor Trustee.

      The Agreement permits the amendment thereof from time to time by the
Depositor and the Grantor Trustee with the consent of the Majority
Certificateholders; PROVIDED, HOWEVER, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of,


                                      A-10

<PAGE>


payments required to be distributed on any Certificate without the consent of
the Holder of such Certificate, (ii) reduce the aforesaid percentage of
Certificates the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates then outstanding, (iii)
have a material adverse effect on a class of Certificates without the consent of
the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority of the class so affected or (iv) result in
the imposition of a tax on the Trust or cause the Trust to fail to be classified
as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the
Code, as evidenced by an Opinion of Independent Counsel which shall be provided
to the Grantor Trustee other than at the Grantor Trustee's expense; and PROVIDED
FURTHER, HOWEVER, that so long as the Class A-5-1 Current Principal Balance has
not been reduced to zero, the Agreement may not be amended without the consent
of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority of the Class A-5-1 Certificates.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Grantor
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Grantor Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Grantor Trustee duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates in authorized denominations representing a like tenor, class and
original principal, but bearing a different number, will be issued to the
designated transferee. The Certificates are issuable only as registered
Certificates without coupons in the Classes and denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new
Certificates evidencing the same Class and in the same aggregate initial
principal amount, as requested by the Holder surrendering the same.

      No service charge will be made to the Certificateholders for any such
registration of transfer, but the Grantor Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Grantor Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Grantor Trustee or any such
agent shall be affected by notice to the contrary. The obligations created by
the Agreement and the Trust created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the last payment made with respect to the Underlying Notes.
In no event, however, will the Trust created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

      Unless this Certificate has been countersigned by an authorized signatory
of the Grantor Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      A-11

<PAGE>



      IN WITNESS WHEREOF, the Grantor Trustee has caused this Certificate to be
duly executed.


Dated:  October 28, 2004            U.S. BANK NATIONAL ASSOCIATION,
                                    not in its individual capacity
                                    but solely as Grantor Trustee

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

                                      A-12

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    U.S. BANK NATIONAL ASSOCIATION, as
                                    Authenticating Agent


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

                                      A-13

<PAGE>



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________ (please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the attached Trust Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of Trust.

      I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:


Dated:

                                         --------------------------------------
                                         Signature by or on behalf of assignor



                                         --------------------------------------
                                         Signature Guaranteed



                              PAYMENT INSTRUCTIONS

      The assignee should include the following for purposes of payment:

      Payments shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________ for the
account of _______________________________ account number __________, or, if
mailed by check, to _________________________________________. Applicable
statements should be mailed to _____________________________________________.
This information is provided by _______________________________________, the
assignee named above, or ____________________________, as its agent.

                                     A-14

<PAGE>



                                   EXHIBIT A-3

                         FORM OF CLASS a-IO CERTIFICATE

      THE CURRENT NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED PURSUANT
TO THE GRANTOR TRUST AGREEMENT; PROVIDED HOWEVER ON AND AFTER THE DISTRIBUTION
DATE OCCURRING IN NOVEMBER 2012, SUCH CURRENT NOTIONAL AMOUNT SHALL EQUAL ZERO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
NOTIONAL AMOUNT BY INQUIRY OF THE GRANTOR TRUSTEE NAMED HEREIN.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

      THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), UNLESS THE PROPOSED TRANSFEREE IS DEEMED TO MAKE THE
REPRESENTATION IN SECTION 4.05 OF THE AGREEMENT OR UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE DEPOSITOR AND THE GRANTOR TRUSTEE WITH AN OPINION OF
COUNSEL SATISFACTORY TO THOSE ENTITIES, WHICH OPINION WILL NOT BE AT THE EXPENSE
OF THOSE ENTITIES, THAT THE PURCHASE OF THE CERTIFICATES BY OR ON BEHALF OF THE
PLAN INVESTOR IS PERMITTED UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE DEPOSITOR OR THE GRANTOR TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE GRANTOR TRUST AGREEMENT.

                                      A-15

<PAGE>




9.75% Certificate Interest Rate per annum
The Current Notional Amount for the Class A-IO Certificates shall be comprised
of the following components:

<TABLE>
<CAPTION>


                    Interest Rate       Notional
Underlying Notes     (Per Annum)       Component*               Accrual Period
----------------     -----------       ----------               --------------
        <S>             <C>                <C>                        <C>

Class A-5-2 Notes         9.75%         $5,000,000     October 28, 2004-October 24, 2008


Class A-5-3 Notes         9.75%        $15,000,000     October 28, 2004-October 24, 2009


Class A-5-4 Notes         9.75%        $20,000,000     October 28, 2004-October 24, 2010


Class A-5-5 Notes         9.75%        $10,000,000     October 28, 2004-October 24, 2011


Class A-5-6 Notes         9.75%        $50,000,000     October 28, 2004-October 24, 2012

</TABLE>

*Only to the extent that the Underlying Note is outstanding

Date of Grantor Trust                Initial Current Notional
Agreement:  October 28, 2004         Amount of this Certificate:  $100,000,000

First Distribution Date:             CUSIP:                63543P AZ 9
December 27, 2004                    ISIN:                 US63543PAZ99
                                     European Common Code: 20447281

Assumed Final Distribution Date:
October 27, 2014

                            NCF GRANTOR TRUST 2004-2

                             CLASS A-IO CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2

evidencing a fractional undivided interest in the payments allocable to the
Class A-IO Certificates with respect to the Trust consisting primarily of the
Underlying Notes deposited by The National Collegiate Funding LLC, as depositor

      This Certificate is payable solely from the assets of the Trust and does
not represent an obligation of or interest in The National Collegiate Funding
LLC or the Grantor Trustee referred to below or any of their Affiliates or any
other person. Neither this Certificate nor the Underlying Notes are guaranteed
or insured by any governmental entity or by The National Collegiate Funding LLC,
the Grantor Trustee or any of its Affiliates or any other person.

      This certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust")
consisting primarily of notes (collectively, the "Underlying Notes") deposited
by The National Collegiate Funding LLC. The Trust was created pursuant to


                                     A-16


<PAGE>

the Grantor Trust Agreement dated as of October 28, 2004 (the "Agreement"),
between The National Collegiate Funding LLC, as seller (the "Depositor"), and
U.S. Bank National Association, as grantor trustee (the "Grantor Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

      With respect to each Distribution Date and the Class A-IO Certificates,
interest shall be calculated, on the basis of a 360-day year and 30-day monthly
periods in the related Interest Accrual Period, based upon the Certificate
Interest Rate of 9.75% and the Current Notional Amount of the Class A-IO
Certificates applicable to such Distribution Date (before giving effect to any
payments on the Certificates on such date); provided, however, the initial
Interest Accrual Period will be deemed to consist of 59 days. The Grantor
Trustee will distribute on each Distribution Date commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day (or if such last
day is not a Business Day, the Business Day immediately preceding such last day)
of the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Fractional Undivided Interest evidenced by this
Certificate and the amount of interest, if any, required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the maturity date of October 27, 2014, or if such day
is not a Business Day, the next succeeding Business Day.

      Payments on this Certificate will be made by the Grantor Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Grantor Trustee in writing as specified in the Agreement, by wire
transfer. Notwithstanding the above, the final payment on this Certificate will
be made after due notice by the Grantor Trustee of the pendency of such payment
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Grantor Trustee for that purpose and designated in such
notice. The initial Current Notional Amount of this Certificate is set forth
above. The Current Notional Amount hereof will equal the amount determined
pursuant to the Grantor Trust Agreement; PROVIDED, HOWEVER on and after the
Distribution Date occurring in November 2012, the Current Notional Amount of the
Class A-IO Notes shall equal $0.

      This Certificate is one of a duly authorized issue of the Class A-IO
Certificates designated as set forth on the face hereof issued in one Class. The
Class A-IO Certificates are one of three classes of Certificates that together
constitute the GRANTOR TRUST CERTIFICATES, SERIES 2004-GT2 (the "Certificates")
issued by the NCF Grantor Trust 2004-2. The Certificates, in the aggregate,
evidence the entire beneficial ownership interest in the Trust formed pursuant
to the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the Trust for payment hereunder and that the Grantor
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.


                                      A-17

<PAGE>

      This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Grantor Trustee.

      The Agreement permits the amendment thereof from time to time by the
Depositor and the Grantor Trustee with the consent of the Majority
Certificateholders; PROVIDED, HOWEVER, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates then outstanding, (iii) have a material adverse
effect on a class of Certificates without the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority of the class so affected or (iv) result in the imposition of a tax on
the Trust or cause the Trust to fail to be classified as a grantor trust under
subpart E, part I of subchapter J of chapter 1 of the Code, as evidenced by an
Opinion of Independent Counsel which shall be provided to the Grantor Trustee
other than at the Grantor Trustee's expense; and PROVIDED FURTHER, HOWEVER, that
so long as the Class A-5-1 Current Principal Balance has not been reduced to
zero, the Agreement may not be amended without the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority of the Class A-5-1 Certificates.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Grantor
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Grantor Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Grantor Trustee duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates in authorized denominations representing a like tenor, class and
original notional amount, but bearing a different number, will be issued to the
designated transferee. The Certificates are issuable only as registered
Certificates without coupons in the Classes and denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new
Certificates evidencing the same Class and in the same aggregate initial
notional amount, as requested by the Holder surrendering the same.

      No service charge will be made to the Certificateholders for any such
registration of transfer, but the Grantor Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Grantor Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Grantor Trustee or any such
agent shall be affected by notice to the contrary. The obligations created by
the Agreement and the Trust created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the last payment made with respect to the Underlying Notes.
In no event, however, will the Trust created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

                                      A-18


<PAGE>

      Unless this Certificate has been countersigned by an authorized signatory
of the Grantor Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      A-19

<PAGE>



      IN WITNESS WHEREOF, the Grantor Trustee has caused this Certificate to be
duly executed.


Dated:  October 28, 2004            U.S. BANK NATIONAL ASSOCIATION,
                                    not in its individual capacity
                                    but solely as Grantor Trustee


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

                                      A-20

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    U.S. BANK NATIONAL ASSOCIATION, as
                                    Authenticating Agent


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


                                      A-21

<PAGE>



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________ (please print or typewrite
name and address including postal zip code of assignee) a Fractional Undivided
Interest evidenced by the attached Trust Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of Trust.

      I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:


Dated:
                                         --------------------------------------
                                         Signature by or on behalf of assignor



                                         --------------------------------------
                                         Signature Guaranteed



                              PAYMENT INSTRUCTIONS

      The assignee should include the following for purposes of payment:

      Payments shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of _______________________________ account number __________, or, if
mailed by check, to _________________________________________. Applicable
statements should be mailed to _____________________________________________.
This information is provided by _______________________________________, the
assignee named above, or ____________________________, as its agent.



                                      A-22