EXHIBIT 4.2
<PAGE>




                      THE NATIONAL COLLEGIATE FUNDING LLC,

                                   DEPOSITOR,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                 GRANTOR TRUSTEE


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

                             GRANTOR TRUST AGREEMENT

                          Dated as of February 23, 2005

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


                       The National Collegiate Funding LLC
                            NCF GRANTOR TRUST 2005-1
                   GRANTOR TRUST CERTIFICATES, SERIES 2005-GT1


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

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                                Table of Contents
                                -----------------

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                                                                            ----

                                    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.........................................................8

Section 3.01  Payment Account..................................................8
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...............13
Section 4.04  Persons Deemed Owners...........................................13
Section 4.05  ERISA Restrictions..............................................14


                                    ARTICLE V

              PAYMENTS TO CERTIFICATEHOLDERS..................................14

Section 5.01  Payments On The Certificates....................................14
Section 5.02  Payments........................................................14
Section 5.03  Statements to Certificateholders................................15


                                   ARTICLE VI

              INDEMNIFICATION.................................................16

Section 6.01  Indemnification of the Grantor Trustee..........................16


                                   ARTICLE VII

              CONCERNING THE GRANTOR TRUSTEE..................................17

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                                                                            ----

Section 7.01  Duties of Grantor Trustee.......................................17
Section 7.02  Certain Matters Affecting the Grantor Trustee. .................18
Section 7.03  Grantor Trustee Not Liable for Certificates or
              Student Loans...................................................19
Section 7.04  Grantor Trustee May Own Certificates............................20
Section 7.05  Grantor Trustee's Fees and Expenses.............................20
Section 7.06  Eligibility Requirements for Grantor Trustee....................20
Section 7.07  Insurance.......................................................21
Section 7.08  Resignation and Removal of the Grantor Trustee..................21
Section 7.09  Successor Grantor Trustee.......................................22
Section 7.10  Merger or Consolidation of Grantor Trustee......................22
Section 7.11  Appointment of Co-Grantor Trustee or Separate
              Grantor Trustee.................................................23
Section 7.12  Federal Information Returns and Reports to
              Certificateholders; Grantor Trust Administration................24


                                  ARTICLE VIII

              TERMINATION.....................................................24

Section 8.01  Termination.....................................................24


                                   ARTICLE IX

              MISCELLANEOUS PROVISIONS........................................25

Section 9.01  Intent of Parties...............................................25
Section 9.02  Action Under Underlying Operative Documents.....................26
Section 9.03  Amendment.......................................................26
Section 9.04  Limitation on Rights of Certificateholders......................27
Section 9.05  Acts of Certificateholders......................................28
Section 9.06  Governing Law...................................................29
Section 9.07  Notices.........................................................29
Section 9.08  Severability of Provisions......................................29
Section 9.09  Successors and Assigns..........................................29
Section 9.10  Article and Section Headings....................................29
Section 9.11  Counterparts....................................................30
Section 9.12  Notice to Rating Agencies.......................................30


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

<PAGE>


                             GRANTOR TRUST AGREEMENT

         Grantor Trust Agreement dated February 23, 2005, 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 2005-1 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 Certificates and
Class A-5-2 Certificates March 26, 2035, or if such day is not a Business Day,
the next succeeding Business Day; for the Class A-IO Certificates December 28,
2009, 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 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: February 23, 2005.

         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 Certificates as
of each Distribution Date, the aggregate Current Principal Amount of the Class
A-5 Certificates on that Distribution Date; provided that after December 28,
2009, the Current Notional Amount of the Class A-IO Certificates will equal $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 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.



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         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 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.



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         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.

         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 + (3/31*(Y-X))

                           Where: X = Two-Month LIBOR, and

                           Y = Three-Month LIBOR.

         INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and the
Certificates, (i) with respect to the Distribution Date in April 2005, the
period commencing on and including the Closing Date and ending on and including
the day preceding the Distribution Date in April 2005, and (ii) with respect to
any Distribution Date after the Distribution Date in April 2005, 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.

         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.

         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.



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         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 2005-1 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.

         THREE-MONTH LIBOR: Three-Month LIBOR as determined by the Underlying
Indenture Trustee pursuant to 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.

         UNDERLYING INDENTURE: The Indenture dated as of February 1, 2005,
between the Underlying Indenture Trustee and The National Collegiate Student
Loan Trust 2005-1.

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



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         UNDERLYING NOTES: The Class A-5 Notes and Class A-IO Notes issued
pursuant to the Underlying Indenture.

         UNDERLYING OPERATIVE DOCUMENTS: The Underlying Indenture; the
Underlying Notes; the Administration Agreement dated as of February 23, 2005,
among The National Collegiate Student Loan Trust 2005-1, U.S. Bank National
Association, the Underlying Indenture Trustee, the Depositor and the
Administrator; the Back-up Administration Agreement dated as of February 23,
2005, among The National Collegiate Student Loan Trust 2005-1, the Depositor,
Delaware Trust Company National Association, U.S. Bank National Association and
the Administrator; the Deposit and Sale Agreement dated as of February 23, 2005,
between the Depositor and The National Collegiate Student Loan Trust 2005-1; 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.

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


                                   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 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



                                       6
<PAGE>


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 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



                                       7
<PAGE>


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 (i) with respect
to any of the transactions contemplated by this Agreement or (ii) 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.


                                   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.



                                       8
<PAGE>


         (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 Class
A-5-2 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 February 22, 2005 (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 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.



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<PAGE>


         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:


                               Initial                  Certificate
         Designation       Principal Amount            Interest Rate
        -------------     ------------------      -----------------------
            A-5-1             $163,731,700        One-Month LIBOR + 0.48%


            A-5-2             $     98,300        One-Month LIBOR + 0.48%



                               Initial                  Certificate
         Designation       Notional Amount             Interest Rate
        -------------     ------------------      -----------------------
             A-IO             $163,830,000                  6.75%


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.

         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 the actual number of days 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 Class A-5
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).



                                       10
<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
the actual number of days 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 Class A-5 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).

         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 the Class A-IO Certificates of 6.75% 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 60 days.

         (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 Book-Entry Certificates will be registered as a single
Certificate for the Class A-5-1 Certificates, the Class A-5-2 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 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 the Class A-5-2 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



                                       11
<PAGE>


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

         (b)      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 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.

         (f)      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.



                                       12
<PAGE>


         (g)      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 UNDERLYING
         INDENTURE OR THE GRANTOR TRUST AGREEMENT, AS APPLICABLE.

         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



                                       13
<PAGE>


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 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) the Certificate is 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 Depositor
and 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 April 2005, 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



                                       14
<PAGE>


         (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 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 Class A-5 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 Class A-5 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;



                                       15
<PAGE>


                  (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

                  (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 2006, 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.



                                       16
<PAGE>


                                   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 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 not be 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



                                       17
<PAGE>


         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 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;



                                       18
<PAGE>


         (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;

         (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



                                       19
<PAGE>


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
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"



                                       20
<PAGE>


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 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,



                                       21
<PAGE>


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 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.



                                       22
<PAGE>


         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 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



                                       23
<PAGE>


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.

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

         (a)      The Grantor Trustee covenants and agrees that:

                  (i)      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; and

                  (ii)     It shall treat the Underlying Notes as a single debt
         instrument for tax purposes.

         (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)      The Depositor covenants and agrees that it shall treat the
Underlying Notes as a single debt instrument for tax purposes.

         (d)      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



                                       24
<PAGE>


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
Class A-5-2 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 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.



                                       25
<PAGE>


         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: (a) the
voting of the Class A-5 Notes that are part of 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,
and (b) the voting of the Class A-IO Notes that are part of 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-IO Certificates;
PROVIDED, HOWEVER, that so long as the Class A-5-1 Current Principal Amount has
not been reduced to zero, the Grantor Trustee, as holder of each Underlying Note
will only vote such Underlying Note in accordance with written instructions from
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
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 Amount 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.



                                       26
<PAGE>


         (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 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



                                       27
<PAGE>


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.

         (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



                                       28
<PAGE>


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 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.



                                       29
<PAGE>


         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.



                                       30
<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

<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 UNDERLYING INDENTURE OR THE GRANTOR TRUST
AGREEMENT, AS APPLICABLE.



                                      A-1
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>                                  <C>
Date of Grantor Trust                               One-Month LIBOR + 0.48% Certificate
Agreement:  February 23, 2005                       Interest Rate per annum

First Distribution Date:  April 25, 2005            Initial Current Principal
                                                    Amount of this Certificate:          $163,731,700

Assumed Final Distribution Date:                    CUSIP:                                  63543PBM7

March 26, 2035                                      ISIN:                                US63543PBM77

                                                    EUROPEAN COMMON CODE:                    21336076
</TABLE>


                            NCF GRANTOR TRUST 2005-1

                             CLASS A-5-1 CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2005-GT1


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 February 23, 2005 (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-5-1
Certificates, interest shall be calculated, on the basis of a 360-day year and
the actual number of days 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);



                                      A-2
<PAGE>


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.

         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 2005-GT1 (the "Certificates")
issued by the NCF Grantor Trust 2005-1. 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, 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



                                      A-3
<PAGE>


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 Amount 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:  February 23, 2005                   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.

         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 UNDERLYING INDENTURE OR THE GRANTOR TRUST
AGREEMENT, AS APPLICABLE.



                                      A-8
<PAGE>


<TABLE>
<CAPTION>

<S>                                                 <C>                                  <C>
Date of Grantor Trust                               One-Month LIBOR + 0.48% Certificate
Agreement:  February 23, 2005                       Interest Rate per annum

First Distribution Date:  April 25, 2005            Initial Current Principal
                                                    Amount of this Certificate:               $98,300

Assumed Final Distribution Date:                    CUSIP:                                  63543PBN5

March 26, 2035                                      ISIN:                                US63543PBN50

                                                    EUROPEAN COMMON CODE:                    21336122
</TABLE>


                            NCF GRANTOR TRUST 2005-1

                             CLASS A-5-2 CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2005-GT1


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 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 February 23, 2005 (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-5-2
Certificates, interest shall be calculated, on the basis of a 360-day year and
the actual number of days 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);



                                      A-9
<PAGE>


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.

         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 2005-GT1 (the "Certificates")
issued by the NCF Grantor Trust 2005-1. 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, 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



                                      A-10
<PAGE>


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 Amount 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:  February 23, 2005                   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 DECREASE AS THE
AGGREGATE CURRENT PRINCIPAL AMOUNT OF THE CLASS A-5 CERTIFICATES DECREASES;
PROVIDED HOWEVER, AFTER DECEMBER 28, 2009, 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 UNDERLYING INDENTURE OR THE GRANTOR TRUST
AGREEMENT, AS APPLICABLE.



                                      A-15
<PAGE>


<TABLE>
<CAPTION>

<S>                                                  <C>                                 <C>
6.75% Certificate Interest Rate per annum

Date of Grantor Trust                               Initial Current Notional
Agreement:  February 23, 2005                       Amount of this Certificate:          $163,830,000

First Distribution Date:                            CUSIP:                                  63543PBP0

April 25, 2005                                      ISIN:                                US63543PBP09

                                                    EUROPEAN COMMON CODE:                    21336203

Assumed Final Distribution Date:
December 28, 2009
</TABLE>

                            NCF GRANTOR TRUST 2005-1

                             CLASS A-IO CERTIFICATE
                   GRANTOR TRUST CERTIFICATES, SERIES 2005-GT1


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 the Grantor Trust Agreement dated as of February 23, 2005 (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 6.75% 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 60 days. The Grantor
Trustee will distribute on each Distribution Date commencing on the First
Distribution Date specified above, to the Person in



                                      A-16
<PAGE>


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
December 28, 2009, 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 aggregate Current Principal Amount of the Class A-5 Certificates; PROVIDED,
HOWEVER after December 28, 2009, the Current Notional Amount of the Class A-IO
Certificates will 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 2005-GT1 (the "Certificates")
issued by the NCF Grantor Trust 2005-1. 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, 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



                                      A-17
<PAGE>


so long as the Class A-5-1 Current Principal Amount 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.

         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-18
<PAGE>


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


Dated:  February 23, 2005                   U.S. BANK NATIONAL ASSOCIATION,
                                            not in its individual capacity
                                            but solely as Grantor Trustee


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



                                      A-19
<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-20
<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-21