##### 



EXHIBIT 4.8.
 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL [****] HAS
BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.




---



##### 



TABLE OF CONTENTS
 PageARTICLE I ADVANCES
    
    
    2SECTION 1.01. Commitments to Lend; Limits on Lenders Obligations
    
    
    2SECTION 1.02. Borrowing Procedures
    
    
    3SECTION 1.03. Grant of Security Interest
    
    
    5SECTION 1.04. Release of Collateral
    
    
    6SECTION 1.05. Effect of Release
    
    
    7SECTION 1.06. Extension of the Facility Termination Date
    
    
    7ARTICLE II NOTES
    
    
    8SECTION 2.01. Notes
    
    
    8SECTION 2.02. Interest on Advances
    
    
    9SECTION 2.03. Repayments and Prepayments
    
    
    10SECTION 2.04. General Procedures
    
    
    10SECTION 2.05.Changes in Program Limit
    
    
    11SECTION 2.06. Characterization of Notes
    
    
    11SECTION 2.07. Taxes
    
    
    11ARTICLE III SETTLEMENTS
    
    
    13SECTION 3.01. Accounts; Investments by Indenture Trustee
    
    
    13SECTION 3.02. Collection of Moneys
    
    
    15SECTION 3.03. Collection Account
    
    
    15SECTION 3.04. Reserve Account
    
    
    18SECTION 3.05. Payments and Computations, Etc.; Monthly Advances
    
    
    19SECTION 3.06. Disbursement Account
    
    
    20SECTION 3.07. Guarantor Payment Account
    
    
    20ARTICLE IV FEES AND YIELD PROTECTION
    
    
    21SECTION 4.01. Fees
    
    
    21SECTION 4.02. Yield Protection
    
    
    21SECTION 4.03. Funding Losses
    
    
    23ARTICLE V CONDITIONS OF BORROWINGS
    
    
    23SECTION 5.01. Conditions Precedent to Initial Borrowing
    
    
    23SECTION 5.02. Conditions Precedent to All Borrowings
    
    
    26SECTION 5.03. Delivery of Roster of Student Loans
    
    
    28ARTICLE VI REPRESENTATIONS AND WARRANTIES
    
    
    28SECTION 6.01. Representations and Warranties of Issuer
    
    
    28SECTION 6.02. Reassignment upon Breach
    
    
    32SECTION 6.03. Representations and Warranties of Indenture Trustee
    
    
    33ARTICLE VII GENERAL COVENANTS OF ISSUER AND MASTER SERVICER
    
    
    33SECTION 7.01. Affirmative Covenants of Issuer
    
    
    33




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##### 



PageSECTION 7.02. Reporting Requirements of Issuer
    
    
    38SECTION 7.03. Servicing Covenants
    
    
    41SECTION 7.04. Negative Covenants of Issuer
    
    
    43ARTICLE VIII EVENTS OF TERMINATION
    
    
    45SECTION 8.01. Events of Termination
    
    
    45SECTION 8.02. Remedies
    
    
    47ARTICLE IX THE ADMINISTRATIVE AGENT; THE FUNDING AGENTS; INDENTURE TRUSTEE
    
    
    49SECTION 9.01. Authorization and Action
    
    
    49SECTION 9.02. Administrative Agents and Funding Agents Reliance, Indemnification, Etc
    
    
    50SECTION 9.03. Administrative Agent, Funding Agents and Affiliates
    
    
    51SECTION 9.04. Lenders Advance Decision
    
    
    51SECTION 9.05. Delegation of Duties
    
    
    51SECTION 9.06. Successor Administrative Agent and Funding Agents
    
    
    51SECTION 9.07. Acceptance of the Trusts
    
    
    52SECTION 9.08. Fees, Charges and Expenses of Indenture Trustee
    
    
    54SECTION 9.09. Notice to Lenders if Event of Termination Occurs
    
    
    55SECTION 9.10. Intervention by Indenture Trustee
    
    
    55SECTION 9.11. Successors
    
    
    55SECTION 9.12. Resignation
    
    
    55SECTION 9.13. Removal
    
    
    55SECTION 9.14. Appointment of Successor
    
    
    56SECTION 9.15. Concerning Any Successor
    
    
    56SECTION 9.16. Appointment of Co-Trustee
    
    
    56SECTION 9.17. Successor Indenture Trustee as Trustee of Funds
    
    
    57SECTION 9.18. Indemnification
    
    
    57SECTION 9.19. Amendments; Waivers
    
    
    57ARTICLE X ASSIGNMENT OF LENDERS INTEREST
    
    
    57SECTION 10.01. Restrictions on Assignments
    
    
    57SECTION 10.02. Rights of Assignee
    
    
    59SECTION 10.03. Evidence of Assignment
    
    
    60ARTICLE XI INDEMNIFICATION
    
    
    60SECTION 11.01. Indemnities
    
    
    60ARTICLE XII SERVICING OF PLEDGED STUDENT LOANS AND ADMINISTRATION OF ISSUER
    
    
    63SECTION 12.01. Duties of Master Servicer
    
    
    63SECTION 12.02. Collection of Pledged Student Loan Payments
    
    
    64SECTION 12.03. Realization upon Pledged Student Loans
    
    
    65SECTION 12.04. No Impairment or Amendment
    
    
    65SECTION 12.05. Purchase of Pledged Student Loans
    
    
    65SECTION 12.06. Reporting
    
    
    66




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PageSECTION 12.07. Annual Statement as to Compliance
    
    
    66SECTION 12.08. Access to Certain Documentation and Information Regarding Pledged Student Loans; Audits
    
    
    67SECTION 12.09. Servicer Expenses
    
    
    68SECTION 12.10. Appointment of Sub-Servicers
    
    
    68SECTION 12.11. Maintenance of Fidelity Bond and Errors and Omission Policy
    
    
    68SECTION 12.12. Representations of Master Servicer
    
    
    68SECTION 12.13. Sub-Servicing Limitations
    
    
    70SECTION 12.14. Indemnities of Master Servicer
    
    
    71SECTION 12.15. Collegiate Funding Master Servicing, L.L.C. Not To Resign as Master Servicer
    
    
    71SECTION 12.16. Servicer Default
    
    
    72SECTION 12.17. Appointment of Successor
    
    
    72SECTION 12.18. Master Servicer Fee
    
    
    73SECTION 12.19. Duties of Administrator
    
    
    73SECTION 12.20. Representations of Administrator
    
    
    73SECTION 12.21. Indemnities of Administrator
    
    
    75SECTION 12.22. Collegiate Funding Portfolio Administration, L.L.C. Not to Resign as Administrator
    
    
    75SECTION 12.23. Administrators Fee
    
    
    75ARTICLE XIII MISCELLANEOUS
    
    
    76SECTION 13.01. Amendments, Etc
    
    
    76SECTION 13.02. Notices, Etc
    
    
    76SECTION 13.03. No Waiver; Remedies
    
    
    77SECTION 13.04. Binding Effect; Survival
    
    
    77SECTION 13.05. Costs, Expenses and Taxes
    
    
    77SECTION 13.06. No Proceedings
    
    
    77SECTION 13.07. Captions and Cross References
    
    
    78SECTION 13.08. Integration
    
    
    78SECTION 13.09. Governing Law
    
    
    78SECTION 13.10. Waiver Of Jury Trial; Submission to Jurisdiction
    
    
    78SECTION 13.11. Execution in Counterparts
    
    
    79SECTION 13.12. No Recourse Against Other Parties
    
    
    79SECTION 13.13. Confidentiality
    
    
    79SECTION 13.14. Limitation of Liability
    
    
    80




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##### 



APPENDICES
 APPENDIX A
    
    DefinitionsAPPENDIX B
    
    Originators and Affiliated SellersAPPENDIX C
    
    Credit and Collection PolicyAPPENDIX D
    
    Agreed-Upon Procedures with respect to the Issuer, the
Master Servicer and each Affiliated Servicer
 SCHEDULES
 SCHEDULE 1
    
    Lender GroupsSCHEDULE 2
    
    Advance RatesSCHEDULE 6.0l(k)
    
    List of Offices of Issuer where Records Are Kept/Changes
in Chief Place of Business/Chief Executive Office
 EXHIBITS
 EXHIBIT 1.02
    
    Form of Borrowing NoticeEXHIBIT 1.04
    
    Form of Release CertificationEXHIBIT 2.01
    
    Form of NoteEXHIBIT 3.01(g)
    
    Perfection Provisions for Eligible InvestmentsEXHIBIT 5.01(q)
    
    Closing ListEXHIBIT 5.02(d)
    
    Form of Coverage Condition CertificateEXHIBIT 7.02(c)
    
    Form of Monthly ReportEXHIBIT 10.01(a)
    
    Form of Assignment and AcceptanceEXHIBIT 13.02
    
    Notice AddressesEXHIBIT A
    
    Form of Account Control AgreementEXHIBIT B
    
    Form of Student Loan Note




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INDENTURE
  Indenture Issuer Conduit Lender Conduit Lenders Committed Lender Lenders CNAI Funding Agent Funding Agents Schedule 1 Administrative
Agent Indenture Trustee Securities
Intermediary Administrator Master Servicer Appendix A
 BACKGROUND




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##### 



ARTICLE I
 ADVANCES
 Commitments to Lend; Limits on Lenders Obligations
 Advances Advance provided
 Use of Proceeds Section 1.01(a) Section 3.03(b) first fifth Section 3.03(b) Section 1.01(c) Section 1.01(c) provided however
 Additional Advances Section 1.01(a) first fifth Section 3.03(b)




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##### 



Section 3.03(b) first third Section 3.03(b) Section 3.03(b) Section 1.01(c) provided Section 1.01(c) provided further Section 1.01(c) first fifth Section
3.03(b)
 Borrowing Procedures
 Notice of Borrowing Section 1.01(c) Exhibit 1.02 Borrowing Notice Section 13.02




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##### 



provided however
 Funding of Borrowing Article V Section 1.01(c) first fifth Section 3.03(b) provided Section 3.03(b) Section 3.03(b) plus
 Defaulting Committed Lender Non-Defaulting Committed Lender Section 1.02(b) Borrowing Deficit




---



##### 



Grant of Security Interest




---



##### 



Release of Collateral Exhibit 1.04 Notice of Release Released Student Loan Section 1.04




---



##### 



clause (i) clause (B)
 Section
1.02(b) plus plus Section 1.01(c) Section 2.03(c)
 Effect of Release Section 1.04
 Extension of the Facility Termination Date
 Committed Lender Termination Date




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##### 



provided Non-Renewing Committed Lender
 Section 1.06(c)
 Section 1.06(b) provided Section 10.01 provided further Section 10.03
 ARTICLE II
 NOTES
 Notes Notes Exhibit 2.01




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##### 



Sections 2.03 3.03
 Interest on Advances
 Interest Rates paragraph (b)
   provided however provided further per annum
  Interest Settlement Dates
   Section 2.03(b) Section 2.03(c)
 Section 8.02




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##### 



Repayments and Prepayments Section 8.02
 provided however
   Section 2.03
 Section 2.03
  Section 6.02 Section 12.05 Section 1.04 Section
3.04(b) Section
1.04(iii) Section 3.04(b)
 Section 8.02
 Section
4.03
 General Procedures




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##### 



Changes in Program Limit
 Reduction in Program Limit provided
 Increases in Program Limit Section 5.01 Section 5.04
 Characterization of Notes
 Taxes Excluded Taxes Non-Excluded Taxes




---



##### 



provided however
 Other Taxes
  Non-U.S. Lender




---



##### 



ARTICLE III
 SETTLEMENTS
 Accounts; Investments by Indenture Trustee
 Accounts




---



##### 



Section 3.01
 Administration of Payments Section 3.03
 No Set-Off
 Investments Section 3.01(f)
 Investments in the Absence of an Issuer Order; Notice of Uninvested Cash clause (a) Section 3.01(f)




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##### 



Maturity of Eligible Investments
 Form of Investment
   Exhibit 3.01(g)
  Indenture Trustee Not Liable Section 3.01
 Collection of Moneys Section 3.03
 Collection Account
 Deposits Section 3.04(a)(ii))




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##### 



Section 3.04(a)(ii)) Section 3.05(e) Section 6.02 Section 1.02(b) Section 1.03(d)
 Settlement Date Procedures Section 3.04(b) Section
1.01(c) Section 3.05(e)
 first plus Section 12.18 provided that
 second




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##### 



third,
 fourth
 fifth
 sixth provided sixth
 seventh
 eighth
 ninth
 tenth




---



##### 



Use of Funds first ninth Section 3.03(b) provided that
 Releases of Collateral from Collection Account Section 1.04 Section
3.03(c) plus multiplied
by divided by
 Final Payout Date Section 3.03
 Reserve Account
 Establishment of Reserve Account eighth Section 3.03(b)
 Withdrawals for Defaulted Student Loans Reserve Account Withdrawal
Amount Section 3.03(b)




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##### 



Withdrawals from Reserve Account Section 3.03(b) Section 3.03(b)
 Distribution on Final Payout Date Section 3.03
 Payments and Computations, Etc.; Monthly Advances
 Payments
 Late Payments Section 2.04 per annum per annum
 Method of Computation Section 4.01
 Indenture Trustees Reliance




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##### 



Monthly Advances
 Disbursement Account
 Establishment of Disbursement Account Section 1.02(b)
 Withdrawals from Disbursement Account provided Section 5.02
 Distribution on Final Payout Date Section 3.03(b)




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Guarantor Payment Account
 Establishment of Guarantor Payment Account
 Withdrawals from Guarantor Payment Accoun Section 8.01(a)(i)
 Distribution on Final Payout Date
 ARTICLE IV
 FEES AND YIELD PROTECTION
 Fees Structuring Fee Letter Funding Agent Fee Letters Indenture Trustee
Fee Letter
 Yield Protection




---



##### 



Section 4.02 provided however
 Section 4.02




---



##### 



Section 4.02
 Funding Losses Section 1.02 Section 2.03(a)(i)
 ARTICLE V
 CONDITIONS OF BORROWINGS
 Conditions Precedent to Initial Borrowing




---



##### 








---



##### 



clause (k)




---



##### 



Exhibit 5.01(q)
 Section
5.01
 Conditions Precedent to All Borrowings
 Section 6.01
   Exhibit 5.02(d)




---



##### 








---



##### 



Section
6.02
 (a) (b) (d) (e) (f) (g) (h) (i) (j) (l) (m) n Section 1.01(c)
 Delivery of Roster of Student Loans Section 1.01(c)
 ARTICLE VI
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of Issuer
 Organization, Corporate Powers
 Issuer Authority, etc




---



##### 



Compliance with Laws and Contracts
 Governmental Approvals Approvals
 Litigation
 Employee Benefit Plans Plan Plans




---



##### 



Perfected Interest Section 5.01
 Accuracy of Information
 Terminations
 Margin Regulations




---



##### 



Issuer Information Section 13.02 Schedule 6.01(k) Section 7.01(f) Schedule
6.01(k)
 No Disclosure Required provided however
 Capital of Issuer
 Issuer Not an Investment Company
 Eligible Student Loans
 Material Adverse Effect
 Prior Business Activity
 Subsidiaries
 Acquisition of Student Loans




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##### 



Demand Note; Residual Payments Account; Residual Payments Account Control
Agreement
 Tax Status
 [Electronic Signatures
 Reassignment upon Breach Section 6.01(g) (o) Section 7.03 Reassignment Reassignment Amount Section 1.02 provided however




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##### 



Representations and Warranties of Indenture Trustee
 Due Organization
 Authorization
 No Conflict
 Binding Obligation
 ARTICLE VII
 GENERAL COVENANTS OF ISSUER AND MASTER SERVICER
 Affirmative Covenants of Issuer
 Compliance with Laws, Etc




---



##### 



Preservation of Existence
 Audits clause (i)(y) clause (i) Section 7.01(q) Appendix C
 Keeping of Records and Books of Account
 Performance and Compliance with Student Loans




---



##### 



Location of Records Schedule 6.01(k) Section 6.01(a)
 Administration of the Program
 Guarantee Agreements and Sub-Servicing Agreements; Enforcement
 Insurance
 Separate Business




---



##### 








---



##### 



Delivery of Student Loan Notes
 [Reserved]
 Reserved
 Purchase and Sale Agreements; Enforcement
 Deposit of Collections




---



##### 



Additional Financing Statements
 Marking of Student Loan Notes Trustee
 Demand Note; Residual Payments Account; Residual Payments Account Control
Agreement
 [Electronic Signatures
 Reporting Requirements of Issuer
 Quarterly Financial Statements
 Annual Financial Statements




---



##### 



Monthly Report Section 12.06
 ERISA
 Events of Termination
 Litigation
 Act Amendments
 Financial Statements of Guarantors




---



##### 



Financial Statements and Annual Compliance Audit of the Master Servicer (or any
Sub-Servicer)
 Schedule of Pledged Student Loans
 Coverage Condition Certificate Exhibit 5.02(d)
 Credit and Collection Policy
 [Reserved]
 [Reserved]
 [Reserved]
 Purchase and Sale Agreements
 Notice of Material Events




---



##### 



Other
 Servicing Covenants
 Servicing




---



##### 



Collection of Pledged Student Loan Payments
 Collection of Guarantee Payments




---



##### 



Reserved
 Realization upon Pledged Student Loans
 Marking of Student Loan Notes Section 7.01(q
 Demand Note, Residual Payments Account Control Agreement, Residual Payments
Account
 [Electronic Signatures
 Negative Covenants of Issuer
 Sales, Liens, Etc provided
 Extension or Amendment Section 7.03(a)
 Change in Business




---



##### 



Consolidation, Mergers, etc
 Use of Proceeds
 Master Servicer Limitations
 Guarantor Limitations
 Payment Instructions
 ERISA
 Issuers Legal Status
 Credit and Collection Policies
 Issuers Ability to Conduct Business
 Business




---



##### 



Exclusivity of National City Origination Agreement
 ARTICLE VIII
 EVENTS OF TERMINATION
 Events of Termination Events of
Termination
 Section 1.01(c)
 Section 6.0l(g) Section 6.01(o) Section 6.02
 Sections 7.01(c) 7.01(j) 7.01(k) 7.01(n) 7.01(o) 7.02 7.04 Section 8.01(a)
  clause (i)




---



##### 



(ii)




---



##### 








---



##### 



Remedies
 Optional Acceleration subsection (d) Section 8.01
 Automatic Acceleration subsection (d) Section 8.01
 Master Servicer Replacement
 Additional Remedies Section 8.02 provided however Section 1.06
 Portfolio Valuation
 Setoff; Sharing of Payments




---



##### 



Section 3.03(b)
 Demand Note; Residual Payments Account
 ARTICLE IX
 THE ADMINISTRATIVE AGENT; THE FUNDING AGENTS; INDENTURE TRUSTEE
 Authorization and Action Article IX




---



##### 



Administrative Agents and Funding Agents Reliance, Indemnification,
Etc
 provided




---



##### 



Administrative Agent, Funding Agents and Affiliates
 Lenders Advance Decision
 Delegation of Duties
 Successor Administrative Agent and Funding Agents




---



##### 



Article IX Article XI Section 13.05
 Section 9.06(a) Section 10.01(c)
 Article IX Article XI Section 13.05
 Section 9.06(a) Section 10.01(c)
 Acceptance of the Trusts




---



##### 








---



##### 



subsection (g)
 provided however
 Article III clause (a) Section 8.01
      Section 9.07




---



##### 



Fees, Charges and Expenses of Indenture Trustee Section 9.18
 Notice to Lenders if Event of Termination Occurs Section 9.07(g) Section 9.07(g)
 Intervention by Indenture Trustee
 Successors ipso facto
 Resignation Section 9.14 Section 9.13 provided however Section 9.14
 Removal




---



##### 



Appointment of Successor Section 9.14 Section 9.12 Section 13.06
 Concerning Any Successor
 Appointment of Co-Trustee Section 9.16




---



##### 



Successor Indenture Trustee as Trustee of Funds
 Indemnification
 Section 9.07(i) Section 9.07(g)
  Amendments; Waivers Section 7.03(a),




---



##### 



ARTICLE X
 ASSIGNMENT OF LENDERS INTEREST
 Restrictions on Assignments
 provided however provided further
 paragraph (f) Sections 4.02 4.03
 provided provided




---



##### 



Participant 4.01 4.02 4.03 13.05
 Section 10.01 provided
 Rights of Assignee Article X




---



##### 



Evidence of Assignment
 ARTICLE XI
 INDEMNIFICATION
 Indemnities
 General Indemnity Indemnified Party Indemnified Amounts excluding however
  Section 1.03 Section 7.04(a)




---



##### 








---



##### 



Section 11.01 Section 11.01 provided however




---



##### 



Contest of Tax Claim; After-Tax Basis Section 11.01(a)(viii)
 ARTICLE XII
 SERVICING OF PLEDGED STUDENT LOANS AND ADMINISTRATION OF ISSUER
 Duties of Master Servicer




---



##### 



provided however Section 7.03(a) provided further however
    Collection of Pledged Student Loan Payments




---



##### 



provided however
   Realization upon Pledged Student Loans
 No Impairment or Amendment Section 7.03(a)




---



##### 



Purchase of Pledged Student Loans Section 12.01 12.02 12.03 12.04 plus plus Servicer Repurchase
Amount Section 2.03(c) Section 2.03(c)
 Reporting Section 7.02(c)
 Quarterly Financial Statements
 Annual Financial Statements




---



##### 



Annual Statement as to Compliance
    Access to Certain Documentation and Information Regarding Pledged Student
Loans; Audits Section 12.08 Section 12.08
 Appendix D provided however




---



##### 



provided however
 Servicer Expenses Section 12.08
 Appointment of Sub-Servicers provided however
 Maintenance of Fidelity Bond and Errors and Omission Policy
 Representations of Master Servicer
 Organization and Good Standing




---



##### 



Due Qualification
 Power and Authority of the Master Servicer
 Binding Obligation
 No Violation
 No Proceedings




---



##### 



No Amendment or Waiver
 Collection Practices
 Location of Files Relating to Pledged Student Loans
 Not an Investment Company
 Accuracy of Information
 Possession of Purchase and Sale Agreements Section 5.01(m)
 Sub-Servicing Limitations.




---



##### 



Indemnities of Master Servicer
      Section 12.12
 Collegiate Funding Master Servicing, L.L.C. Not To Resign as Master
Servicer




---



##### 



Servicer Default Section 12.16
 Appointment of Successor Section 12.16




---



##### 



Master Servicer Fee first Section 3.03(b) first Section 3.03(b)
 Duties of Administrator
 Representations of Administrator
 Organization and Good Standing
 Due Qualification
 Power and Authority of the Administrator




---



##### 



Binding Obligation
 No Violation
 No Proceedings
 Not an Investment Company
 Accuracy of Information




---



##### 



Indemnities of Administrator
       Collegiate Funding Portfolio Administration, L.L.C. Not to Resign as
Administrator
 Administrators Fee ninth Section
3.03(b)




---



##### 



ARTICLE XIII
 MISCELLANEOUS
 Amendments, Etc Section
2.02(a)(ii) Section 13.01
 Notices, Etc Exhibit 13.02




---



##### 



No Waiver; Remedies
 Binding Effect; Survival Section 4.02 Article XI provided however Section 10.01 Articles
IX XI Sections 2.06 4.02 12.14 12.21 13.05 13.06 13.12
 Costs, Expenses and Taxes Article XI
 Section 7.01(c)
  No Proceedings




---



##### 



Section
13.06
 Captions and Cross References
 Integration
 Governing Law . THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE
PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE
INTERESTS OF INDENTURE TRUSTEE AND THE SECURED PARTIES IN THE COLLATERAL IS GOVERNED BY THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
 Waiver Of Jury Trial; Submission to Jurisdiction . EACH OF THE ISSUER,
THE MASTER SERVICER AND THE ADMINISTRATOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY TRIAL. EACH OF THE ISSUER,
THE ADMINISTRATOR AND THE MASTER SERVICER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND THE COURTS OF THE UNITED STATES LOCATED IN THE STATE OF NEW
YORK FOR THE PURPOSE OF ADJUDICATING ANY CLAIM OR CONTROVERSY ARISING IN CONNECTION WITH THIS
AGREEMENT OR ANY




---



##### 



OTHER TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND, FOR
SUCH PURPOSE, HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS , AND ANY OBJECTION
TO VENUE THEREIN OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 13.10 SHALL AFFECT THE RIGHT OF ANY LENDER, ANY FUNDING AGENT, THE ADMINISTRATIVE AGENT OR THE INDENTURE
TRUSTEE TO BRING ANY ACTION OR PROCEEDING AGAINST ANY PARTY HERETO OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION.
 Execution in Counterparts
 No Recourse Against Other Parties provided however Section 13.12
 Confidentiality
 Product Information Company Representatives




---



##### 



Section 13.13 Section 13.13
 Issuer
Information Secured Party Representatives Section 13.13(b)
 Section 13.13 Section 13.13
 Section 13.13
 Limitation of Liability




---



##### 



[ ]




---



##### 



COLLEGIATE FUNDING RESOURCES II, LLC, as IssuerBy:Name:Title: Signature Page to
Indenture




---



##### 



By:Name:
    Roger W. SaylorTitle:
    Director and Vice President Signature Page to
Indenture




---



##### 



By:Name:
    Roger W. SaylorTitle:
    Director and Vice President Signature Page to
Indenture




---



##### 



Commitment:$
    
    CITIBANK, N.A., as Committed Lender with respect to CAFCO, LLC
 By:Name:
    Roger W. SaylorTitle:
    Director and Vice President Signature Page to
Indenture




---



##### 



Commitment:$
    
    CITIBANK, N.A., as Committed Lender with respect to CRC Funding,
LLC
 By:Name:
    Roger W. SaylorTitle:
    Director and Vice President Signature Page to
Indenture




---



##### 



CITICORP NORTH AMERICA, INC.,
as Administrative Agent and as a Funding AgentBy:Name:
    Roger W. SaylorTitle:
    Director and Vice President Signature Page to
Indenture




---



##### 



THE BANK OF NEW YORK, as Indenture Trustee and
as Securities IntermediaryBy:Name:
    William CardozoTitle:
    Agent Signature Page to
Indenture




---



##### 



COLLEGIATE FUNDING PORTFOLIO ADMINISTRATION,
L.L.C., as AdministratorBy:Name:Title:COLLEGIATE FUNDING MASTER SERVICING, L.L.C., as
Master ServicerBy:Name:Title: Signature Page to
Indenture




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##### 



APPENDIX A
 DEFINITIONS
 Agreement
 Defined Terms
 Accepted Servicing Procedures
 Account Control Agreement Exhibit A
 Accounts




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##### 



Administrative Agent
 Administrative Expenses
 Administrator
 Administrators Fee multiplied by multiplied by multiplied by divided by Section 3.03(b) Section 12.23
 Advance Section 1.01
 Advance Date
 Advance Rate
 Affected Party
 Affiliate
 Affiliated Sellers Appendix B
 Affiliated Servicer
 Agreement Appendix
A
 Alternate Base Rate
  2




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1 2 1 4 1 4 1 4
  Approvals Section 6.01(d)
 Approved Origination Agreement
 Asset Coverage Ratio ,
 Assignment and Acceptance Exhibit 10.01(a) Section 10.01(a)
 Available Funds
 Borrowing
 Borrowing Date
  3




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##### 



Borrowing Deficit Section 1.02(c)
 Borrowing Notice Section 1.02(a)
 Business Day
 Calculation Date Section 1.04 Section 5.02(d) Section
8.02(e)
 Capital Lease Obligations
 Career School/Non Degree Granting Institution Loan provided however
 CFO
 CFO Purchase and Sale Agreement
 CFS
 Citibank
 Closing Date
  4




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##### 



CNAI preamble
 Code
 Collateral Section 3.03(c) Pledged Student Loans clause (v)
 Collateral Value
 Collection Account
  5




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##### 



Collections
 Committed Lender preamble
 Committed Lender Termination Date Section 1.06
 Commitment
 Company Representatives Section 13.13(a)
 Conduit Lender
 Coverage Condition
 Coverage Condition Certificate Exhibit 5.02(d)
 Covered Claim Section
11.01
  6




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##### 



Credit and Collection Policy Appendix C
 Custody Agreement
  Defaulted Amount plus
 Defaulted Pledged Student Loan
 Defaulted Student Loan
 Defaulting Committed Lender Section 1.02(c)
 Deferment
 Demand Note
 Demand Note Collateral
 Department
 Disbursement Account
 Dollars
 Eligible Borrower
  7




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##### 



Eligible Institution
 Eligible Investments
      provided Section 3.01(f) provided
further
 Eligible Pledged Student Loan
 Eligible Student Loan
   8




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##### 



clause (i)
     Section 6.01(g)
      9




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##### 



Section 5.02(j)
   Section 7.01(q
   Exhibit B
  10




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##### 



ERISA
 ERISA Affiliate
 Eurodollar Rate
 Eurodollar Rate
    
    =
    
    LIBOR

1.00  Eurodollar Reserve Percentage
  Eurodollar Reserve Percentage
 Event of Bankruptcy
    11




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##### 



Event of Termination Section 8.01
  Excess Spread Section 2.02
 Exchange Act
 Expected Interest Collections
 Facility Termination Date Section 1.06 Section 1.06(b) Section
8.02
 FDIC
 Federal Funds Rate H.15(519)
  12




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##### 



Composite 3:30 p.m. Quotation
 Federal Reserve Board
 Fees
 FFELP Program
 FICO Score
 Final Payout Date
 Financed Student Loan
 Funding Agent
 Funding Agent Fee Letters Section 4.01
 Funding Agent Fees
 Funding Agents Account
  13




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##### 



Funding Agents Office
 Governmental Authority
 Group Limit
 Guarantee guarantor primary
obligor
 Guarantee Agreement Guarantee Agreements
 Guarantee Payment
 Guarantee Release Amount Section 1.04
 Guaranteed Amount
  14




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Guarantor
 Guarantor Fees
 Guarantor Event of Default
 Guarantor Payment Account
 Higher Education Act
 Indebtedness
 Indemnified Amounts Section 11.01
 Indemnified Party Section 11.01
 Indenture Trustee preamble
  15




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##### 



Indenture Trustee Fee Letter Section 4.01
 Indenture Trustees Fees
 Intercreditor Agreement
 Investment Earnings
 Issuer preamble
 Issuer Order Section 3.01
 Lender
 Lender Group Schedule 1
 Lender Group Pro Rata Share
 Lenders preamble
 LIBOR
 Lien
  16




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##### 



Liquidation Period
 Location
 Master Servicer
 Master Servicers Fee multiplied by multiplied by multiplied by divided by Section 3.03(b) Section 12.18
 Material Adverse Change
 Material Adverse Effect
      Maturity Date
 Monthly Advances Section 3.05(e)
 Monthly Payment Ratio
  17




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##### 



divided by
 Monthly Report Exhibit 7.02(c)
 Moodys
 National City Origination Agreement
  NHIC
 Non-Defaulting Committed Lender
 Non-Excluded Taxes Section 2.07(d)
 Non-Renewing Committed Lender
 Note Section 2.01
 Notice of Release Section 1.04
 Obligor
 Origination Agreement
 Originators
 Other Taxes Section 2.07(b)
 Parent
 Participant Section 10.01(g)
 Permitted Payments Section 1.03(b)
  18




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##### 



Person
 Pledged Student Loan Collateral
 Plan Section 6.01(f)
 Portfolio Valuation
  Pro Rata Share
 Product Information Section 13.13(a)
 Program Limit Section 2.05(b) Section 2.05(a)
 Program Support Agreement
 Program Support Provider
 Promissory Note Rate
   19




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##### 



provided however Promissory Note Rate provided further provided further
  Promissory Notes Section 10.01(g) provided that
 Purchase and Sale Agreement
 Purchase Termination Event
  20




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##### 



Qualified Institution
 Ratings Agencies
 Reassignment Section 6.02
 Reassignment Amount Section 6.02
 Reference Bank
 Regulation D
 Regulatory Change
     21




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##### 



clause (a)(i) (a)(ii)
 clause (a)(i) (a)(ii) (a)(iii) (b)
 Related Security
 Released Student Loan Section 1.04
 Repayment plus
 Required Funding Agents
 Reserve Account
 Reserve Account Minimum Balance
 Reserve Account Withdrawal Amount Section
3.04(b)
  22




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##### 



Residual Payments Account
 Residual Payments Account Control Agreement
 Revolving Period
 Schedule of Pledged Student Loans Section 5.03
 Secured Parties
 Securities Intermediary
 Servicer Event of Default clause (ii)
  23




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##### 



clause (a) (b) Section 12.11
 Servicer Material Adverse Effect
     Servicer Repurchase Amount Section 12.05
 Settlement Date
 Settlement Period Section 1.02 provided however
  24




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##### 



Solvent
          S&P
 Structuring Fee Letter Section 4.01
 Student Loan
  25




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##### 



Student Loan Notes
 Sub-Servicer
 Sub-Servicing Agreement
 Take-Out Securitization Section 1.04
 Termination Fee
 Third Party Servicer
  Total Outstanding Advances less Section 2.03 provided however
 Transaction Section 13.13(a)
 Transaction Documents
  26




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##### 



UCC
 Unmatured Event of Termination
 Valuation Agent
  Other Terms
 Computation of Time Periods
  27




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##### 



APPENDIX B
 ORIGINATORS AND AFFILIATED SELLERS
 Originators:
    
    National City Bank, N.A.Affiliated Sellers:
    
    Collegiate Funding Originations, LLC




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##### 



APPENDIX C
 CREDIT AND COLLECTION POLICY




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##### 



APPENDIX D
 AGREED-UPON PROCEDURES WITH RESPECT TO THE ISSUER,  THE MASTER SERVICER AND EACH AFFILIATED SERVICER




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##### 



SCHEDULE 1
 LENDER GROUPS
 Funding Agent
    
    Conduit Lender(s)
    
    Committed Lender(s)Citicorp North America, Inc.
    
    CAFCO, LLC
    
    Citibank, N.A.CRC Funding, LLC




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##### 



SCHEDULE 2
 ADVANCE RATES




---



##### 



SCHEDULE 6.0L(K)
 LIST OF OFFICES OF ISSUER WHERE RECORDS ARE KEPT




---



##### 



EXHIBIT 1.02
 FORM OF BORROWING NOTICE




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##### 



BORROWING NOTICE
  
  Indenture Issuer Conduit Lenders Committed Lender Lenders Funding Agents Administrative Agent Indenture Trustee Master Servicer
 Section 1.02 Requested Borrowing Section 1.02(a)
 (i)
    
    The Borrowing Date of the Requested Borrowing is [Date];(ii)
    
    The principal amount of the Requested Borrowing is [$];
and
 (A)
    
    The principal amount of the Requested Borrowing to be provided
by Lenders in the Lender Group of which [ ] is the Funding Agent is
[$]1; and(B)
    
    The principal amount of the Requested Borrowing to be provided
by Lenders in the Lender Group of which [ ] is the Funding Agent is
[$ ]; and
 (iii)
    
    The Total Outstanding Advances after giving effect to such borrowing shall be
[$ ].
 
 1 Allocation of Advances is based upon each Lender
Groups Pro Rata Share.




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##### 



(a)
    
    the representations and warranties contained in Section
6.01 of the Indenture are correct after giving effect to the Requested
Borrowing and to the application of the Proceeds therefrom, as through made on
and as of such dates;(b)
    
    no event has occurred and is continuing, or would result from
such Requested Borrowing or from the application of the proceeds therefrom,
that constitutes an Event of Termination or an Unmatured Event of Termination;(c)
    
    the original Student Loan Notes (or facsimile copies thereof),
if any, that will be acquired or otherwise financed with the proceeds of the
Requested Borrowing have been delivered to the Sub-Servicers of an approved
bailee;(d)
    
    all conditions precedent to the Requested Borrowing as set
forth in Section 5.02 of the Indenture have been met or will be met
immediately after using the proceeds of the Requested Borrowing for the purpose
or purposes set forth therein; and(f)
    
    all conditions precedent to the initial Borrowing under the
Indenture, as set forth in Section 5.01 of the Indenture, have been
met, have been waived by the Administrative Agent and each Funding Agent or
will be met as of the Borrowing Date of the Requested Borrowing unless waived
by the Administrative Agent and each Funding Agent.
 [ ]




---



##### 



Very truly yours,COLLEGIATE FUNDING SERVICESRESOURCES II, LLCBy:Name:Title:




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##### 



EXHIBIT 1.04
 FORM OF RELEASE CERTIFICATION




---



##### 



REQUEST FOR RELEASE OF COLLATERAL
 [DATE]
 
 
  Indenture Issuer Conduit
Lenders Committed
Lender Lenders Funding Agents Administrative
Agent Indenture Trustee Master
Servicer
 Section 1.04 Subject
Pledged Student Loans Exhibit A [ ] [  ] Release Date
  (i)
    
    there shall not exist any Event of Termination or Unmatured
Event of Termination;




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##### 



(ii)
    
    the Coverage Condition is met (as demonstrated in the pro forma
Coverage Condition Certificate attached hereto as Exhibit B);(iii)
    
    no Lender is materially and adversely affected by the
selection made by Issuer of the Subject Pledged Student Loans in comparison to
purchasers of Pledged Student Loans from Issuer in connection with any asset
securitization or sale by Issuer occurring during the Revolving Period;(iv)
    
    the Issuer has been informed by the Administrative Agent and
the Funding Agents that the condition set forth in Section 1.04(i)(D)
of the Indenture will be satisfied after giving effect to the release of the
Subject Pledged Student Loans; and(v)
    
    all conditions to the release of the Subject Pledged Student
Loans set forth in the Indenture will be satisfied in connection with such
release.
 [SIGNATURE PAGE FOLLOWS]




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##### 



COLLEGIATE FUNDING SERVICESRESOURCES II, LLCBy:Name:Title:
 Consented to as of the date firstwritten above:CITICORP NORTH AMERICA, INC.,as Administrative Agent and as a FundingAgentBy:Name:Title:




---



##### 



EXHIBIT 2.01
 FORM OF NOTE




---



##### 



$[]
    
    []
 Issuer Funding
Agent   Indenture
   Section 1.03 Section 1.03




---



##### 



COLLEGIATE FUNDING SERVICESRESOURCES II, LLCBy:Name:Title:




---



##### 



EXHIBIT 3.01(G)
 PERFECTION PROVISIONS FOR ELIGIBLE INSTRUMENTS




---



##### 



EXHIBIT 5.01(Q)
 CLOSING LIST




---



##### 



EXHIBIT 5.02(D)
 FORM OF COVERAGE CONDITION CERTIFICATE




---



##### 



EXHIBIT 7.02(C)
 FORM OF MONTHLY REPORT




---



##### 



MONTHLY REPORT
 [   ]
 
  Indenture Issuer Conduit Lenders Committed Lender Lenders Funding Agents Administrative Agent Indenture Trustee Master Servicer




---



##### 



IN WITNESS WHEREOF,
 Very truly yours,COLLEGIATE FUNDING SERVICESRESOURCES II, LLC, as IssuerBy:Name:Title:COLLEGIATE FUNDING MASTERSERVICING, L.L.C.as Master ServicerBy:Name:Title:




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##### 



EXHIBIT 10.01(A)
 FORM OF ASSIGNMENT AND ACCEPTANCE




---



##### 



ASSIGNMENT AND ACCEPTANCE
 Assignor  Assignee
  Indenture Issuer Conduit Lenders Committed Lender Lenders Funding Agents Administrative Agent Indenture Trustee Master Servicer
 Assigned
Percentage
  2
 
 2
    
    Insert if Assignor is a Committed Lender.




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##### 



Assigned Interest
 clause (a)
  Effective Date 3 4
 
 3
    
    Such date shall be inserted by the
Administrative Agent and which shall be the effective date of recordation of
transfer in the register therefor.4
    
    Delete if consent to Assignment and
Acceptance is not required under Section 10.01(a) of the Indenture.




---



##### 








---



##### 



IN WITNESS WHEREOF
 [NAME OF ASSIGNOR]By:Name:Title:[New Pro Rata Share %][New Commitment $][NAME OF ASSIGNEE]By:Name:Title:Notice Address:[New Pro Rata Share %][New Commitment $]




---



##### 



Consented to and Accepted:CITICORP NORTH AMERICA, INC.,as Administrative AgentBy:Name:Title:[],as Funding AgentBy:Name:Title:COLLEGIATE FUNDING SERVICESRESOURCES II, LLC, as IssuerBy:Name:Title:




---



##### 



EXHIBIT 13.02
 NOTICE ADDRESSES




---



##### 



:   th
  For Portfolio Reports:        robert.kohl@citigroup.com
 Funding/Paydown/Revolving Period Notices




---



##### 



EXHIBIT A
 FORM OF ACCOUNT CONTROL AGREEMENT




---



##### 



EXHIBIT B
 FORM OF STUDENT LOAN NOTE