EXHIBIT 10.9

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                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-1


                                 TRUST AGREEMENT


                                      Among


                  DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION
                                as OWNER TRUSTEE


                                       and


                       THE NATIONAL COLLEGIATE FUNDING LLC
                   and THE EDUCATION RESOURCES INSTITUTE, INC.
                                    as OWNERS

                                   Dated as of
                                February 23, 2005


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                                TABLE OF CONTENTS

                                                                            Page
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ARTICLE I

DEFINITIONS...................................................................1
         Section 1.01  Capitalized Terms......................................1


ARTICLE II

ORGANIZATION..................................................................8
         Section 2.01  Name...................................................8
         Section 2.02  Office.................................................8
         Section 2.03  Purposes and Powers....................................9
         Section 2.04  Appointment of the Owner Trustee......................10
         Section 2.05  Declaration of Trust..................................10
         Section 2.06  No Liability of Owners for Expenses or
                       Obligations of Trust..................................10
         Section 2.07  Situs of Trust........................................10


ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTEREST..................................10
         Section 3.01  Issuance of Trust Certificate.........................10
         Section 3.02  Registration and Transfer of Certificates.............11
         Section 3.03  Lost, Stolen, Mutilated or Destroyed Certificates.....11
         Section 3.04  Limitation on Transfer of Ownership Rights............12
         Section 3.05  Assignment of Right to Distributions..................13


ARTICLE IV

CONCERNING THE OWNERS........................................................13
         Section 4.01  Action by Owners with Respect to Certain Matters......13
         Section 4.02  Action Upon Instructions..............................14
         Section 4.03  Super-majority Control................................14
         Section 4.04  Representations and Warranties of the Depositor.......14
         Section 4.05  Power of Attorney.....................................15


ARTICLE V

INVESTMENT AND APPLICATION OF TRUST FUNDS....................................15
         Section 5.01  Investment of Trust Funds.............................15
         Section 5.02  Application of Funds..................................16



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ARTICLE VI

CAPITAL......................................................................16
         Section 6.01  Tax Characterization..................................16
         Section 6.02  Initial Capital Contributions of Owners...............16
         Section 6.03  Capital Accounts......................................16
         Section 6.04  Interest..............................................17
         Section 6.05  No Additional Capital Contributions...................17
         Section 6.06  Investment of Capital Contributions...................17
         Section 6.07  Repayment and Return of Capital Contributions.........17


ARTICLE VII

ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS.................................18
         Section 7.01  Profit................................................18
         Section 7.02  Loss..................................................18
         Section 7.03  Special Allocations...................................18
         Section 7.04  Curative Allocations..................................20
         Section 7.05  Other Allocation Rules................................20
         Section 7.06  Distribution of Net Cash Flow.........................21
         Section 7.07  Distribution Date Statement...........................21
         Section 7.08  Allocation of Tax Liability...........................21
         Section 7.09  Method of Payment.....................................21
         Section 7.10  No Segregation of Funds; No Interest..................22
         Section 7.11  Interpretation and Application of Provisions
                       by the Administrator..................................22


ARTICLE VIII

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE....................................22
         Section 8.01  General Authority.....................................22
         Section 8.02  Specific Authority....................................22
         Section 8.03  General Duties........................................22
         Section 8.04  Accounting and Reports to the Owners, the
                       Internal Revenue Service and Others...................23
         Section 8.05  Signature of Returns..................................23
         Section 8.06  Right to Receive and Rely Upon Instructions...........23
         Section 8.07  No Duties Except as Specified in this Agreement
                       or in Instructions....................................23
         Section 8.08  No Action Except Under Specified Documents
                       or Instructions.......................................24
         Section 8.09  Restriction...........................................24


ARTICLE IX

CONCERNING THE OWNER TRUSTEE.................................................24
         Section 9.01  Acceptance of Trusts and Duties.......................24
         Section 9.02  Furnishing of Documents...............................25
         Section 9.03  Reliance; Advice of Counsel...........................25
         Section 9.04  Not Acting in Individual Capacity.....................26



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         Section 9.05  Representations and Warranties of Owner Trustee.......26


ARTICLE X

COMPENSATION OF OWNER TRUSTEE................................................26
         Section 10.01  Owner Trustee's Fees and Expenses....................26
         Section 10.02  Indemnification......................................26
         Section 10.03  Lien on Trust Property...............................26
         Section 10.04  Payments to the Owner Trustee........................27


ARTICLE XI

TERMINATION OF TRUST.........................................................27
         Section 11.01  Termination of Trust.................................27
         Section 11.02  Distribution of Assets...............................27
         Section 11.03  No Termination by Depositor or Owners................28


ARTICLE XII

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.......................28
         Section 12.01  Resignation of Owner Trustee;
         Appointment of Successor............................................28
         Section 12.02  Appointment of Additional Owner Trustees.............29


ARTICLE XIII

TAX MATTERS PARTNER..........................................................29
         Section 13.01  Tax Matters Partner..................................29
         Section 13.02  Notice of Tax Audit..................................30
         Section 13.03  Authority to Extend Period for Assessing Tax.........30
         Section 13.04  Choice of Forum for Filing Petition for
                        Readjustment.........................................30
         Section 13.05  Authority to Bind Owners by Settlement Agreement.....30
         Section 13.06  Notices Sent to the Internal Revenue Service.........30
         Section 13.07  Indemnification of Tax Matters Partner...............30
         Section 13.08  Approval of Tax Matters Partner's Decisions..........30
         Section 13.09  Participation by Owners in Internal
                        Revenue Service Administrative Proceedings...........30


ARTICLE XIV

MISCELLANEOUS................................................................31
         Section 14.01  Supplements and Amendments...........................31
         Section 14.02  No Legal Title to Trust Property in Owner............31
         Section 14.03  Pledge of Collateral by Owner Trustee is Binding.....31
         Section 14.04  Limitations on Rights of Others......................31
         Section 14.05  Notices..............................................32
         Section 14.06  Severability.........................................32



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         Section 14.07  Separate Counterparts................................32
         Section 14.08  Successors and Assigns...............................32
         Section 14.09  Headings.............................................32
         Section 14.10  Governing Law........................................32
         Section 14.11  General Interpretive Principles......................32


SCHEDULE A    CAPITAL CONTRIBUTIONS, INITIAL SHARING RATIOS AND PERCENTAGE
              INTERESTS
SCHEDULE B    LOAN ORIGINATORS
SCHEDULE C    LOAN PURCHASE AGREEMENTS
SCHEDULE D    GUARANTY AGREEMENTS


EXHIBIT 1     FORM OF TRUST CERTIFICATE
EXHIBIT 2     FORM OF ACCESSION AGREEMENT
EXHIBIT 3     FEE SCHEDULE



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         TRUST AGREEMENT, dated as of February 23, 2005, among The National
Collegiate Funding LLC, a Delaware limited liability company (the "Depositor"),
The Education Resources Institute, Inc., a private non-profit corporation
organized under Chapter 180 of the Massachusetts General Laws, and Delaware
Trust Company, National Association, a national banking association (the "Owner
Trustee").

         WHEREAS, the parties hereto intend to amend and restate that certain
Interim Trust Agreement, dated as of January 31, 2005 (the "Interim Trust
Agreement"), by and between the Depositor and the Owner Trustee, on the terms
and conditions hereinafter set forth.

         NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
amend and restate the Interim Trust Agreement in its entirety and further agree
as follows:


                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01 CAPITALIZED TERMS. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

         "Administration Agreement" means the Administration Agreement, dated as
of February 23, 2005, among the Trust, the Indenture Trustee, the Owner Trustee,
the Depositor and First Marblehead Data Services, Inc., as Administrator, as it
may be amended from time to time.

         "Administrator" means First Marblehead Data Services, Inc., a
Massachusetts corporation, as Administrator under the Administration Agreement,
or any successor Administrator as appointed pursuant to the terms of the
Administration Agreement.

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

         "Agreement" means this Trust Agreement, as it may be amended or
restated from time to time.

         "Assignments of Servicing Agreements" means each of the Servicer
Consent Letters, dated as of February 23, 2005, among the Trust, The First
Marblehead Corporation and the Pennsylvania Higher Education Assistance Agency,
Great Lakes Educational Loan Services, Inc., CFS-SunTech Servicing, LLC and
Educational Services of America, Inc., respectively, relating to the assignment
of each of the respective Servicing Agreements to the Trust.

         "Authorized Officer" means any officer of the Owner Trustee who is
authorized to act for the Owner Trustee in matters relating to, and binding
upon, the Trust and whose name appears

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on a list of such authorized officers furnished by the Owner Trustee as such
list may be amended or supplemented from time to time.

         "Back-up Agreement" means the Back-up Administration Agreement, dated
as of February 23, 2005, among the Trust, the Depositor, the Owner Trustee, FMDS
and U.S. Bank National Association.

         "Bankruptcy Action" has the meaning set forth in Section
4.01(b)(iv)(G).

         "Beneficial Interest" as to any Owner, means all or any part of the
interest of that Owner in the Trust, including without limitation its (a) right
to a distributive share of the Profit and Loss of the Trust, (b) right to a
distributive share of the assets of the Trust, and (c) right to direct or
consent to actions of the Owner Trustee and otherwise participate in the
management of and control the affairs of the Trust.

         "Business Day" means any day that is not a Saturday, Sunday or any
other day on which commercial banking institutions in Delaware are authorized or
obligated by law or executive order to be closed.

         "Capital Account" means the Capital Account maintained for each Owner
pursuant to Article VI of this Agreement.

         "Capital Contribution" means the amount of money contributed or deemed
to have been contributed by an Owner to the capital of the Trust, which shall be
as set forth on Schedule A to this Agreement.

         "Certificate of Trust" means the Certificate of Trust filed with the
Secretary of State by the Owner Trustee on behalf of the Trust.

         "Custodial Agreements" means each of the Custodial Agreements, dated as
of February 23, 2005, among the Trust, the Indenture Trustee and the
Pennsylvania Higher Education Assistance Agency, Great Lakes Educational Loan
Services, Inc., CFS-SunTech Servicing, LLC and Educational Services of America,
Inc., respectively.

         "Deposit and Sale Agreement" means the Deposit and Sale Agreement,
dated as of February 23, 2005, between the Depositor and the Trust.

         "Deposit and Security Agreement" means the Deposit and Security
Agreement, dated as of February 23, 2005, among the Administrator, TERI and the
Trust.

         "Depositor" means The National Collegiate Funding LLC, a Delaware
limited liability company.

         "Distribution Date" means the first Business Day following a day on
which the Owner Trustee obtains receipt of funds or, if instructed by the
Owners, such other Business Day as they shall specify in writing.

         "Distribution Date Statement" means the statement described as such in
Section 7.07.



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         "Distributions" means any money or other property distributed to an
Owner with respect to its Beneficial Interest.

         "Eligible Investments" means one or more of the following (it being
acknowledged by the parties hereto that Eligible Investments will have the
meaning set forth in the Indenture until such time as the Notes are no longer
outstanding):

         (a)      Obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such obligations
are backed by the full faith and credit of the United States;

         (b)      Repurchase agreements on obligations specified in clause (a)
maturing not more than one month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each of the Rating Agencies in its highest
short-term rating available;

         (c)      Federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining maturity of
more than 30 days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository institution
or trust company; provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each of the Rating Agencies in its highest short-term rating available; and,
provided further that, if the original maturity of such short-term obligations
of a domestic branch of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution shall have a credit
rating in one of the two highest applicable categories from each of the Rating
Agencies;

         (d)      Commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United States or
any state thereof which on the date of acquisition has been rated by each of the
Rating Agencies in its highest short-term rating available; provided that such
commercial paper shall have a remaining maturity of not more than 30 days;

         (e)      A money market fund rated by each of the Rating Agencies in
its highest rating available which may be a money market fund of the Owner
Trustee; and

         (f)      Other obligations or securities that are acceptable to each of
the Rating Agencies as an Eligible Investment hereunder;

PROVIDED, HOWEVER, that no instrument shall be an Eligible Investment if it
provides for either (i) the right to receive only interest payments with respect
to the underlying debt instrument or (ii) the right to receive both principal
and interest payments derived from the obligations underlying such instrument
and the principal and interest payments with respect to such instrument provide
a yield to maturity greater than 120% of the yield to maturity at par of such
underlying obligations; and PROVIDED FURTHER that so long as the Notes are
outstanding, no instrument that is



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not a permitted investment under the Indenture shall be an Eligible Investment
for purposes of this Agreement.

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

         "Fiscal Year" means the twelve month period ending on June 30 each year
or such portion thereof as the Trust may be in existence.

         "Grantor Trust Certificateholders" means the holders of the grantor
trust certificates issued by NCF Grantor Trust 2005-1.

         "Grantor Trustee" means the bank or trust company acting as Grantor
Trustee under the Grantor Trust Agreement dated as of February 23, 2005, between
the Depositor and U.S. Bank National Association.

         "Indemnification Agreements" means each of the Indemnification
Agreements, dated as of February 23, 2005, between The First Marblehead
Corporation and Bank of America, N.A. and Bank One, N.A., respectively.

         "Indenture" means the Indenture between the Trust and U.S. Bank
National Association, as Indenture Trustee, dated as of February 1, 2005, as
amended or supplemented from time to time pursuant to which the Notes are to be
issued.

         "Indenture Trustee" means the bank or trust company acting as Indenture
Trustee under the Indenture.

         "Interested Noteholders" shall have the meaning set forth in the
Indenture.

         "Issuer Order" means the Issuer Order to the Indenture Trustee from the
Trust dated February 23, 2005.

         "Issuer Order to Authenticate" means the Issuer Order to Authenticate
to the Indenture Trustee from the Trust dated February 23, 2005.

         "Loan Originators" means each of the originators of the Student Loans,
as set forth on Schedule B attached hereto, as amended or supplemented from time
to time.

         "Loan Purchase Agreements" means each of the loan purchase agreements
entered into between each of the Loan Originators and The First Marblehead
Corporation, as set forth on Schedule C attached hereto, as amended or
supplemented from time to time.

         "Net Cash Flow" means with respect to any fiscal period of the Trust,
all revenues of the Trust decreased by (a) cash expenditures for operating
expenses (including interest on indebtedness of the Trust but not including
expense items which do not require current cash outlay), (b) reserves for
contingencies and working capital established in such amounts as the Owner
Trustee, with the consent of the Owners, may determine, (c) repayments of
principal on any Trust indebtedness and (d) taxes.



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         "1933 Act" has the meaning set forth in Section 3.02(a).

         "Notes" mean the collateralized student loan asset backed notes to be
issued by the Trust pursuant to the Indenture.

         "Noteholder" means any holder of the Notes.

         "Owner" means each of the Depositor, TERI and any other Person who
becomes an owner of a Beneficial Interest.

         "Owner Trustee" means Delaware Trust Company, National Association, a
national banking association with its principal place of business in the State
of Delaware, not in its individual capacity but solely as trustee.

         "Percentage Interest" means the initial undivided beneficial interest
in the Trust Property of an Owner expressed as a percentage of the total initial
undivided beneficial interests in the Trust Property. References to Percentage
Interests herein shall be solely for the purpose of certificating Owners'
interests hereunder and for any other purpose specified in this Agreement.

         "Periodic Filings" means any filings or submissions that the Trust is
required to make with any state or Federal regulatory agency or under the Code.

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

         "Plan" has the meaning set forth in Section 3.04(d). "Plan Assets" has
         the meaning set forth in Section 3.04(d).

         "Rating Agencies" means Moody's Investors Service, Inc., Fitch, Inc.
and Standard & Poors Rating Services, a division of The McGraw-Hill Companies,
Inc.

         "Secretary of State" means the office of the Secretary of State of the
State of Delaware.

         "Servicers" means the Pennsylvania Higher Education Assistance Agency,
Great Lakes Educational Loan Services, Inc., CFS-SunTech Servicing, LLC and
Educational Services of America, Inc.

         "Servicing Agreements" means (a) the Alternative Servicing Agreement,
dated October 16, 2001, as amended, between the Pennsylvania Higher Education
Assistance Agency and The First Marblehead Corporation, (b) the Non-FFELP Loan
Servicing Agreement, dated as of May 1, 2003, by and between Great Lakes
Educational Loan Services, Inc. and The First Marblehead Corporation, (c) the
Private Consolidation Servicing Agreement, dated March 26, 2004, between
CFS-SunTech Servicing, LLC and The First Marblehead Corporation and (d) the
Alternative Servicing Agreement, dated as of February 1, 2004, as supplemented,
between Educational Services of America, Inc. and The First Marblehead
Corporation.



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         "Sharing Ratio" means, with respect to any Owner, the ratio (expressed
as a percentage) specified on Schedule A attached hereto.

         "Statutory Trust Statute" means the Delaware Statutory Trust Act, 12
Del. Code ss.3801 et seq.

         "Structuring Advisor" means The First Marblehead Corporation.

         "Structuring Advisory Agreement" means the Structuring Advisory
Agreement between the Structuring Advisor and the Trust, dated as February 23,
2005.

         "Student Loans" means the education loans to or for the benefit of
students originated under one of the Student Loan Programs.

         "Student Loan Notes" means the promissory notes to be sold to the Trust
by the Loan Originators pursuant to the Loan Purchase Agreements representing
education loans to or for the benefit of students originated under the Student
Loan Programs.

         "Student Loan Programs" means each of the programs for the origination
of the Student Loans by each of the Loan Originators pursuant to the Loan
Purchase Agreements.

         "Super-majority Owners" shall have the meaning set forth in Section
4.03.

         "TERI" means The Education Resources Institute, Inc., a private
non-profit corporation organized under Chapter 180 of the Massachusetts General
Laws.

         "TERI Deposit Account" means the special deposit account established by
TERI pursuant to the Deposit and Security Agreement.

         "TERI Guaranty Agreements" means each of the Guaranty Agreements
entered into between each of the Loan Originators and TERI as set forth on
Schedule D attached hereto, as amended or supplemented from time to time.

         "TERI Guaranteed Loans" means Student Loans originated under the
Student Loan Programs owned by the Trust and guaranteed by TERI pursuant to the
Guaranty Agreements.

         "Transfer" means the sale, transfer or other assignment of all of an
Owner's right, title and interest in all or a portion of such Owner's Beneficial
Interest.

         "Trust" means the trust established by this Agreement.

         "Trust Certificate" means a certificate evidencing the Beneficial
Interest of an Owner in substantially the form attached hereto as Exhibit 1.

         "Trust Property" means all right, title and interest of the Trust or
the Owner Trustee on behalf of the Trust in and to any property contributed to
the Trust by the Owners or otherwise acquired by the Trust, including without
limitation all distributions, payments or proceeds thereon.



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         "Trust Related Agreements" means any instruments or agreements signed
by the Owner Trustee on behalf of the Trust, including without limitation, the
Indenture, the Loan Purchase Agreements, the Administration Agreement, the
Deposit and Sale Agreement, the Deposit and Security Agreement, the Structuring
Advisory Agreement, the Assignments of Servicing Agreements, the Back-up
Agreement, the Custodial Agreements, the Notes, the Indemnification Agreements,
the Issuer Order and the Issuer Order to Authenticate.

         TAX TERMS:

         "Adjusted Capital Account Deficit" means, with respect to any Partner,
the deficit balance, if any, in such Partner's Capital Account as of the end of
the relevant Fiscal Year, after giving effect to the following adjustments:

         (a)      Credit to such Capital Account the minimum gain chargeback
that such Partner is deemed to be obligated to restore pursuant to the
penultimate sentences of sections 1.704-2(g)(1) and 1.704-2(i)(5) of the
Regulations and the amount of such Partner's share of Partner Nonrecourse Debt
Minimum Gain; and

         (b)      Debit to such Capital Account the items described in sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of
the Regulations.

         The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of section 1.704-1(b)(2)(ii)(d) of the
Regulations and shall be interpreted consistently therewith.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Nonrecourse Deductions" has the meaning set forth in section
1.704-2(b)(1) of the Regulations.

         "Nonrecourse Liability" has the meaning set forth in section
1.704-2(b)(3) of the Regulations.

         "Partner Nonrecourse Debt" has the meaning set forth in section
1.704-2(b)(4) of the Regulations.

         "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect
to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that
would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with section 1.704-2(i)(3) of the
Regulations.

         "Partner Nonrecourse Deductions" has the meaning set forth in sections
1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

         "Partners" means the Owners.

         "Partnership" means the Trust.



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         "Partnership Minimum Gain" has the meaning set forth in sections
1.704-2(b)(2) and 1.704-2(d) of the Regulations.

         "Profit and Loss" means, for each Fiscal Year, an amount equal to the
Partnership's taxable income or loss for such Fiscal Year, determined in
accordance with section 703(a) of the Code (for this purpose, all items of
income, gain, loss, or deduction required to be stated separately pursuant to
section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

         (a)      Any income of the Partnership that is exempt from federal
income tax and not otherwise taken into account in computing Profit or Loss
pursuant to this definition shall be added to such taxable income or loss;

         (b)      Any expenditures of the Partnership described in section
705(a)(2)(B) of the Code or treated as expenditures under section 705(a)(2)(B)
of the Code pursuant to section 1.704-1(b)(2)(iv)(i) of the Regulations (other
than expenses in respect of which an election is properly made under section 709
of the Code), and not otherwise taken into account in computing Profit or Loss
pursuant to this definition, shall be subtracted from such taxable income or
loss;

         (c)      Notwithstanding any other provisions of this definition, any
items which are specially allocated pursuant to Section 7.03 or 7.04 shall not
be taken into account in computing Profit or Loss.

         The amounts of the items of Partnership income, gain, loss, or
deduction available to be specially allocated pursuant to Sections 7.03 and 7.04
shall be determined by applying rules analogous to those set forth in clauses
(a) and (b) above.

         "Regulations" means the federal income tax regulations promulgated by
the United States Treasury Department under the Code as such Regulations may be
amended from time to time. All references herein to a specific section of the
regulations shall be deemed also to refer to any corresponding provision of
succeeding Regulations.

         "Regulatory Allocations" has the meaning set forth in Section 7.04.


                                   ARTICLE II

                                  ORGANIZATION

         Section 2.01 NAME. The Trust continued hereby shall be known as The
National Collegiate Student Loan Trust 2005-1, in which name the Owner Trustee
may take any action as provided herein.

         Section 2.02 OFFICE. The principal place of business and principal
office of the Trust shall be in care of the Owner Trustee, at the address set
forth in Section 14.05. The Trust shall also have an office at 230 Park Avenue,
New York, New York 10169.



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         Section 2.03 PURPOSES AND POWERS.

         (a)      The purpose of the Trust is to engage in the following
activities and only those activities:

                  (i)      To acquire a pool of Student Loans, to execute the
         Indenture and to issue the Notes;

                  (ii)     To enter into the Trust Related Agreements and to
         provide for the administration of the Trust and the servicing of the
         Student Loans.

                  (iii)    To engage in those activities and to enter into such
         agreements that are necessary, suitable or convenient to accomplish the
         foregoing or are incidental thereto or connected therewith; and

                  (iv)     To engage in such other activities as may be required
         in connection with conservation of the Trust Property and distributions
         to Owners. Until the Indenture is discharged, the Trust shall not
         engage in any business or activities other than in connection with, or
         relating to, the foregoing and other than as required or authorized by
         the terms of this Agreement and the Indenture, except as are incidental
         to and necessary to accomplish such activities, unless the Interested
         Noteholders consent to the Trust engaging in other activities.

         (b)      Until the Indenture is discharged, the operations of the Trust
shall be conducted in accordance with the following standards:

                  (i)      The Trust will act solely in its own name and the
         Owner Trustee or other agents selected in accordance with this
         Agreement will act on behalf of the Trust subject to direction by the
         Owners as provided herein, but such action shall not be in violation of
         the terms of this Agreement;

                  (ii)     The Trust's funds and assets shall at all times be
         maintained separately from those of the Owners and any of their
         respective Affiliates;

                  (iii)    The Trust shall maintain complete and correct books,
         minutes of the meetings and proceedings of the Owners, and records of
         accounts;

                  (iv)     The Trust shall conduct its business at the office of
         the Owner Trustee and will use stationary and other business forms of
         the Trust under its own name and not that of the Owners or any of their
         respective Affiliates, and will avoid the appearance (A) of conducting
         business on behalf of any Owner or any Affiliate of an Owner or (B)
         that the assets of the Trust are available to pay the creditors of the
         Owner Trustee or any Owner;

                  (v)      The Trust's operating expenses shall be paid out of
         its own funds;

                  (vi)     The Trust shall not incur, guarantee or assume any
         debt (other than the Notes) nor hold itself out as being liable for the
         debts of any entity, including any Owner or any Affiliates of any
         Owner;



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                  (vii)    For so long as any of the Notes are outstanding, the
         Trust shall not (A) merge or consolidate with or into any other entity,
         (B) convey or transfer all or substantially all of its assets to any
         other entity (other than to the Indenture Trustee pursuant to the
         Indenture), or (C) dissolve, liquidate or terminate in whole or in
         part; and

                  (viii)   For so long as any of the Notes are outstanding, the
         Trust shall not own or acquire any financial asset that requires the
         Trust, the Owners or the Administrator to make any decisions regarding
         such asset other than the servicing of the asset.

         Section 2.04 APPOINTMENT OF THE OWNER TRUSTEE. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust, to have all the rights,
powers and duties set forth herein and in the Statutory Trust Statute. The Owner
Trustee acknowledges receipt in trust from the Depositor, of the sum of one
dollar ($1), constituting the initial Trust Property.

         Section 2.05 DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the use and benefit of the Owners, subject to the
obligations of the Owner Trustee under the Trust Related Agreements. It is the
intention of the parties hereto that the Trust constitute a statutory trust
under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of the Trust.

         Section 2.06 NO LIABILITY OF OWNERS FOR EXPENSES OR OBLIGATIONS OF
TRUST. No Owner shall be liable for any liability, expense or other obligation
of the Trust.

         Section 2.07 SITUS OF TRUST. The Trust will be located and administered
in the State of Delaware. The Trust shall not have any employees in any state
other than in the State of Delaware and payments will be received by the Owner
Trustee on behalf of the Trust only in the State of Delaware and payments will
be made by the Owner Trustee on behalf of the Trust only from the State of
Delaware.


                                  ARTICLE III

                   TRUST CERTIFICATES AND TRANSFER OF INTEREST

         Section 3.01 ISSUANCE OF TRUST CERTIFICATE.

         (a)      As of the date hereof, as set forth on Schedule A attached
hereto, the Depositor has been issued a Trust Certificate evidencing 80% of the
Beneficial Interest in the Trust and TERI has been issued a Trust Certificate
evidencing 20% of the Beneficial Interest in the Trust.

         (b)      Each Trust Certificate shall be executed by manual signature
on behalf of the Owner Trustee by one of its Authorized Officers. Trust
Certificates bearing the manual signature of an individual who was, at the time
when such signature was affixed, authorized to sign on behalf of the Owner
Trustee shall bind the Trust, notwithstanding that such individual has ceased to
be so authorized prior to the delivery of such Trust Certificate or does not
hold such office at the date of such Trust Certificate. Each Trust Certificate
shall be dated the date of its issuance.



                                       10
<PAGE>


         Section 3.02 REGISTRATION AND TRANSFER OF CERTIFICATES.

         (a)      The Owner Trustee shall maintain at its office referred to in
Section 2.02, or at the office of any agent appointed by it and approved in
writing by the Owners at the time of such appointment, a register for the
registration and Transfer of Trust Certificates. No Transfer of a Beneficial
Interest shall be made unless such Transfer is made pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "1933
Act"), and state securities laws, or is exempt from the registration
requirements under the 1933 Act and state securities laws.

         (b)      The registered Owner of any Trust Certificate may Transfer all
or any portion of the Beneficial Interest evidenced by such Trust Certificate
upon surrender thereof to the Owner Trustee accompanied by the documents
required by Section 3.04. Such Transfer may be made by the registered Owner in
person or by its attorney duly authorized in writing upon surrender of the Trust
Certificate to the Owner Trustee accompanied by a written instrument of Transfer
and with such signature guarantees and evidence of authority of the Persons
signing the instrument of Transfer as the Owner Trustee may reasonably require.
Promptly upon the receipt of such documents and receipt by the Owner Trustee of
the transferor's Trust Certificate, the Owner Trustee shall (i) record the name
of such transferee as an Owner and its Percentage Interest in the Trust
Certificate register and (ii) issue, execute and deliver to such Owner a Trust
Certificate evidencing such Percentage Interest. In the event a transferor
Transfers only a portion of its Beneficial Interest, the Owner Trustee shall
register and issue to such transferor a new Trust Certificate evidencing such
transferor's new Percentage Interest. Subsequent to a Transfer and upon the
issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee
shall cancel and destroy the Trust Certificate surrendered to it in connection
with such Transfer. The Owner Trustee may treat the Person in whose name any
Trust Certificate is registered as the sole Owner of the Beneficial Interest in
the Trust evidenced by such Trust Certificate.

         (c)      As a condition precedent to any registration of Transfer, the
Owner Trustee may require the payment of a sum sufficient to cover the payment
of any tax or taxes or other governmental charges required to be paid in
connection with such Transfer and any other reasonable expenses connected
therewith.

         Section 3.03 LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. If (i)
any mutilated Trust Certificate is surrendered to the Owner Trustee, or (ii) the
Owner Trustee receives evidence to its satisfaction that any Trust Certificate
has been destroyed, lost or stolen, and upon proof of ownership satisfactory to
the Owner Trustee together with such security or indemnity as may be requested
by the Owner Trustee to save it harmless, the Owner Trustee shall execute and
deliver a new Trust Certificate for the same Percentage Interest as the Trust
Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a
different issue number, with such notations, if any, as the Owner Trustee shall
determine. In connection with the issuance of any new Trust Certificate under
this Section 3.03, the Owner Trustee may require the payment by the registered
Owner thereof 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
reasonable fees and expenses of the Owner Trustee) connected therewith. Any
replacement Trust Certificate issued pursuant to this Section 3.03 shall
constitute complete and indefeasible evidence of ownership of a



                                       11
<PAGE>


Beneficial Interest, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

         Section 3.04 LIMITATION ON TRANSFER OF OWNERSHIP RIGHTS.

         (a)      No Transfer of all or any part of a Beneficial Interest shall
be made to any Person unless (i) such Person delivers to the Owner Trustee an
accession agreement substantially in the form of Exhibit 2 hereof, (ii) except
for the initial transfer of the Beneficial Interest of the Depositor, the Owner
Trustee shall have received a written opinion of counsel in form and substance
satisfactory to the Owner Trustee stating that such Transfer is exempt from the
1933 Act and any applicable state securities law.

         (b)      At any time that there is more than one Owner, no Transfer of
a Beneficial Interest shall be valid unless the Owner making such Transfer shall
have received the prior written consent to such Transfer of the Owners holding
at least 85% of both the Percentage Interests and the Sharing Ratios in the
Trust at such time, which consent may not be unreasonably withheld; PROVIDED,
HOWEVER, that in calculating the total Beneficial Interests in the Trust there
shall be excluded the Beneficial Interest owned by the transferor or (unless the
transferor and its Affiliates are the only Owners) any Affiliate thereof.

         (c)      Except for the initial issuance of the Trust Certificates to
the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i)
any Person would have a Percentage Interest or a Sharing Ratio of 100%,
considering for such purpose all interests owned by any Affiliate of such Person
as owned by such Person, or (ii) such Transfer would result in a termination of
the Trust for Federal income tax purposes.

         (d)      No Transfer of all or any part of a Beneficial Interest shall
be made to any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"),
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring the Beneficial Interest with "plan assets" of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101 ("Plan Assets") unless the Owner Trustee is provided with an opinion
of counsel which establishes to the satisfaction of the Owner Trustee that the
purchase of the Beneficial Interest is permissible under applicable law, will
not constitute or result in any prohibited transaction under ERISA or Section
4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which opinion of counsel shall not be an expense of the Owners, the Owner
Trustee or the Trust.

         (e)      No Transfer of all or any part of a Beneficial Interest shall
be permitted, and no such transfer shall be effective hereunder, if such
transfer would cause the Trust to be classified as a publicly traded
partnership, taxable as a corporation for federal income tax purposes by causing
the Trust to have more than 100 Owners at any time during the taxable year of
the Trust.



                                       12
<PAGE>

Section 3.05    ASSIGNMENT OF RIGHT TO DISTRIBUTIONS. An Owner may assign all
or any part of its right to receive distributions hereunder, but such assignment
(in the absence of a permitted Transfer) shall effect no change in the ownership
of the Trust.


                                   ARTICLE IV

                              CONCERNING THE OWNERS

         Section 4.01 ACTION BY OWNERS WITH RESPECT TO CERTAIN MATTERS.

         (a)      The Owner Trustee will take such action or refrain from taking
such action under this Agreement or any Trust Related Agreement as it shall be
directed pursuant to an express provision of this Agreement or such Trust
Related Agreement or, with respect to nonministerial matters, as it shall be
directed by all the Owners for so long as any of the Notes are outstanding.

         (b)      Without limiting the generality of the foregoing, in
connection with the following nonministerial matters, the Owner Trustee will
take no action, and will not have authority to take any such action unless it
receives prior written approval from all the Owners for so long as any of the
Notes are outstanding:

                  (i)      The initiation of any claim or lawsuit by the Trust
and the compromise of any claim or lawsuit brought by or against the Trust,
except for claims or lawsuits initiated in the ordinary course of business by
the Trust or its agents or nominees for the collection of the Student Loans
owned by the Trust;

                  (ii)     The amendment, change or modification of this
Agreement or any Trust Related Agreement;

                  (iii)    The filing of a voluntary petition in bankruptcy for
the Trust, which in no event shall the Owner Trustee be permitted to do or be
instructed to do until at least 367 days after the payment in full of the
Outstanding Notes (as defined in the Indenture) issued by the Trust; and

                  (iv)     (A) Institute proceedings to have the Trust declared
or adjudicated bankrupt or insolvent, (B) consent to the institution of
bankruptcy or insolvency proceedings against the Trust, (C) file a petition or
consent to a petition seeking reorganization or relief on behalf of the Trust
under any applicable federal or state law relating to bankruptcy, (D) consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
any similar official) of the Trust or a substantial portion of the property of
the Trust, (E) make any assignment for the benefit of the Trust's creditors, (F)
cause the Trust to admit in writing its inability to pay its debts generally as
they become due or (G) take any action, or cause the Trust to take any action,
in furtherance of any of the foregoing (any of the above, a "Bankruptcy
Action"). No Owner shall have the power to take, and no Owner shall take, any
Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take
any Bankruptcy Action with respect to the Trust.

         (c)      No Owner shall take any action to cause the filing of an
involuntary petition in bankruptcy against the Trust.



                                       13
<PAGE>


         Section 4.02 ACTION UPON INSTRUCTIONS.

         (a)      The Owner Trustee shall take such action or actions as may be
specified in this Agreement or in any instructions delivered in accordance with
this Article IV or Article VIII; PROVIDED, HOWEVER, that the Owner Trustee shall
not be required to take any such action if it shall have reasonably determined,
or shall have been advised by counsel, that such action (i) is contrary to the
terms hereof or of any document contemplated hereby to which the Trust or the
Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to
result in personal liability on the part of the Owner Trustee, unless the Owners
shall have provided to the Owner Trustee indemnification or security reasonably
satisfactory to the Owner Trustee against all costs, expenses and liabilities
arising from the Owner Trustee's taking such action, or (iii) would adversely
affect the status of the Trust as a partnership for Federal income tax purposes.

         (b)      No Owner shall direct the Owner Trustee to take or refrain
from taking any action contrary to this Agreement or any Trust Related
Agreement, nor shall the Owner Trustee be obligated to follow any such
direction, if given.

         (c)      Notwithstanding anything contained herein or in any Trust
Related Agreement to the contrary, the Owner Trustee shall not be required to
take any action in any jurisdiction other than in the State of Delaware if the
taking of such action will (i) require the consent or approval or authorization
or order for the giving of notice to, or the registration with or taking of any
action in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of any jurisdiction or any political
subdivision thereof in existence on the date hereof other than the State of
Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner
Trustee to personal jurisdiction in any jurisdiction other than the State of
Delaware for causes of action arising from acts unrelated to the consummation of
the transactions by the Owner Trustee contemplated hereby.

         (d)      The Owner Trustee shall not have the power to remove the
Administrator under the Administration Agreement or appoint a successor
Administrator pursuant to the Administration Agreement without written
instruction by the Owners.

         Section 4.03 SUPER-MAJORITY CONTROL. Except as otherwise expressly
provided in this Agreement, any action which may be taken or consent or
instructions which may be given by the Owners under this Agreement may be taken
by the Owners holding in the aggregate at least 85% of both the Percentage
Interests and the Sharing Ratios in the Trust at the time of such action (the
"Super-majority Owners"). Any written notice of the Owners delivered pursuant to
this Agreement shall be effective if signed by the Super-majority Owners at the
time of the delivery of such notice.

         Section 4.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Owner Trustee as follows:

         (a)      Upon the receipt of the Trust Property by the Owner Trustee
under this Agreement, the Owner Trustee on behalf of the Trust will have good
title to the Trust Property free and clear of any lien.



                                       14
<PAGE>


         (b)      The Trust is not, and will not be upon conveyance of the Trust
Property to the Owner Trustee, an "Investment Company" or under the "control" of
an "Investment Company," as such terms are defined in the Investment Company Act
of 1940, as amended.

         (c)      Except for the filing of the Certificate of Trust with the
Secretary of State, no consent, approval, authorization or order of, or filing
with, any court or regulatory, supervisory or governmental agency or body is
required under current law in connection with the execution, delivery or
performance by the Depositor of this Agreement or the consummation of the
transactions contemplated hereby; PROVIDED, HOWEVER, that no representation or
warranty is made herein as to compliance with federal securities laws or the
securities or "blue sky" laws of any state.

         (d)      This Agreement has been duly and validly authorized, executed
and delivered by, and constitutes a valid and binding agreement of, the
Depositor, enforceable in accordance with its terms.

         Section 4.05 POWER OF ATTORNEY.

         (a)      GENERAL. Each Owner hereby irrevocably constitutes and
appoints the Administrator, with full power of substitution, such Owner's true
and lawful attorney-in-fact, in such Owner's name, place and stead, with full
power to act jointly and severally, to make, execute, sign, acknowledge, swear
to, verify, deliver, file, record and publish the following documents:

                  (i) Any certificate, instrument or document to be filed by the
         Owners under the laws of any state, or by any governmental agency in
         connection with this Agreement;

                  (ii) Any certificate, instrument or document which may be
         required to effect the continuation or the termination of the Trust,
         including any amendments to the Agreement; provided such continuation
         or termination is in accordance with the terms of this Agreement; and

                  (iii) Any written notice, instruction, instrument or document
         under Article XII of this Agreement.

         (b) DURATION OF POWER OF ATTORNEY. It is expressly intended by each of
the Owners that the Power of Attorney granted under this Section 4.05 is coupled
with an interest, and it is agreed that such Power of Attorney shall survive (i)
the dissolution, death or incompetency of the Owner and (ii) the assignment by
any Owner of the whole or any portion of such Owner's Beneficial Interest.

                                   ARTICLE V

                    INVESTMENT AND APPLICATION OF TRUST FUNDS

         Section 5.01 INVESTMENT OF TRUST FUNDS. Unless otherwise directed in
writing by the Owners, income with respect to and proceeds of the Trust Property
which are received by the Owner Trustee more than one day prior to a
Distribution Date shall be invested and reinvested



                                       15
<PAGE>


by the Owner Trustee in Eligible Investments. Interest earned from such
investment and reinvestment shall be credited to the Trust Property.

         Section 5.02 APPLICATION OF FUNDS. Income with respect to and proceeds
of Trust Property held by the Owner Trustee on a Distribution Date shall be
remitted directly to the Indenture Trustee for application in accordance with
the Indenture for so long as any of the Notes is outstanding, and thereafter
shall be applied by the Owner Trustee on such Distribution Date in the following
order;

                  (i)      FIRST to pay any amounts due to the Owner Trustee
under this Agreement;

                  (ii)     SECOND, to pay any amounts due to the Administrator
under the Administration Agreement and to the Structuring Advisor under the
Structuring Advisory Agreement;

                  (iii)    THIRD, to pay any amounts then due to any Person
under the Trust Related Agreements;

                  (iv)     FOURTH, to pay any other expenses of the Trust; and

                  (v) FIFTH, to the Owners in accordance with Section 7.06.

All payments to be made under this Agreement by the Owner Trustee shall be made
only from the income and proceeds of the Trust Property and only to the extent
that the Owner Trustee has received such income or proceeds.


                                   ARTICLE VI

                                     CAPITAL

         Section 6.01 TAX CHARACTERIZATION. It is intended that the Trust be
characterized and treated as a partnership for federal income tax purposes. All
references to a "Partner," the "Partners" and to the "Partnership" in this
Agreement and in the provisions of the Code and Regulations cited in this
Agreement shall be deemed to refer to an Owner, the Owners and the Trust,
respectively. The Tax Matters Partner of the Trust shall be as set forth in
Article XIII.

         Section 6.02 INITIAL CAPITAL CONTRIBUTIONS OF OWNERS. The Depositor
shall make an initial Capital Contribution in the amount of one dollar ($1) upon
execution of this Agreement. Upon their accession to this Agreement as Owners
and the issuance of Trust Certificates to them in accordance with Section
3.01(c), the Owners will be deemed to have made initial Capital Contributions in
the amounts set forth on Schedule A attached hereto.

         Section 6.03 CAPITAL ACCOUNTS. A capital account shall be maintained
for each Owner throughout the term of the Trust in accordance with the rules of
section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time,
and, to the extent not inconsistent therewith, to which the following provisions
apply:



                                       16
<PAGE>


         (a)      To each Owner's Capital Account there shall be credited (i)
the amount of money contributed by such Owner to the Trust (including each
Owner's share of any liabilities of the Trust assumed by such Owner as provided
in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value
of any property contributed to the Trust by such Owner (net of liabilities
secured by such contributed property that the Trust is considered to assume or
take subject to under section 752 of the Code), and (iii) such Owner's share of
Profit and items of income and gain that are specially allocated pursuant to
Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner
pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The
initial Capital Contributions of each Owner are set forth on Schedule A attached
hereto.

         (b)      To each Owner's Capital Account there shall be debited (i) the
amount of money distributed to such Owner by the Trust (including any
liabilities of such Owner assumed by the Trust as provided in section
1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in
repayment of debt obligations of the Trust to such Owner, (ii) the fair market
value of property distributed to such Owner (net of liabilities secured by such
distributed property that such Owner is considered to assume or take subject
to), and (iii) such Owner's share of Loss and items of loss or deduction that
are specially allocated pursuant to Sections 7.03 and 7.04 (other than any
deduction or loss allocated to such Owner pursuant to Section 7.03(f) in
accordance with section 704(c) of the Code).

         (c)      The Capital Account of a transferee Owner shall include the
appropriate portion of the Capital Account of the Owner from whom the transferee
Owner's interest was obtained.

         (d)      In determining the amount of any liability there shall be
taken into account section 752(c) of the Code and any other applicable
provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with section
1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner
consistent with such Regulations.

         Section 6.04 INTEREST. No Owner shall be entitled to interest on its
Capital Contribution or on any Profit retained by the Trust.

         Section 6.05 NO ADDITIONAL CAPITAL CONTRIBUTIONS. No Owner shall make
an additional Capital Contribution to the Trust, or receive a distribution from
the Trust, of property unless this Agreement shall have first been amended to
the extent necessary to comply with the requirements of sections 704(b) and (c)
of the Code regarding the distributive shares of, and the allocation of income,
gain, loss, deduction and credit among, partners of a partnership.

         Section 6.06 INVESTMENT OF CAPITAL CONTRIBUTIONS. The cash Capital
Contributions of the Owners shall be invested by the Owner Trustee in accordance
with Section 5.01.

         Section 6.07 REPAYMENT AND RETURN OF CAPITAL CONTRIBUTIONS. The Owner
Trustee shall have no personal liability for the repayment of any Capital
Contributions of the Owners.



                                       17
<PAGE>


                                  ARTICLE VII

                  ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS

         Section 7.01 PROFIT. After giving effect to special allocations set
forth in Section 7.03 and Section 7.04, Profit for any Fiscal Year shall be
allocated to the Owners in proportion to their respective Sharing Ratios.

         Section 7.02 LOSS. After giving effect to the special allocations set
forth in Sections 7.03 and 7.04, Loss for any Fiscal Year shall be allocated as
follows:

         (a)      SPECIAL ALLOCATION OF LOSS ATTRIBUTABLE TO NOTE DEFAULTS ON
TERI GUARANTEED LOANS. To the extent of any positive balance in TERI's Capital
Account as an Owner, TERI shall be specially allocated all Losses for such
Fiscal Year resulting from defaults, as determined pursuant to the TERI Guaranty
Agreements, on the TERI Guaranteed Loans owned by the Trust to the extent that
the Trust is not reimbursed such Losses by TERI as a guaranty payment pursuant
to the TERI Guaranty Agreements.

         (b)      OTHER LOSS. All Loss not allocated pursuant to Section 7.02(a)
shall be allocated to the Owners in proportion to their Sharing Ratios.

         (c)      EFFECT OF ADJUSTED CAPITAL ACCOUNT DEFICIT. The Loss allocated
pursuant to Section 7.02(a) and (b) shall not exceed the maximum amount of Loss
that can be so allocated without causing any Owner to have an Adjusted Capital
Account Deficit at the end of any Fiscal Year. In the event some but not all of
the Owners would have Adjusted Capital Account Deficits as a consequence of an
allocation of Loss pursuant to Section 7.02(a) and (b), the limitation set forth
in this Section 7.02(c) shall be applied on an Owner by Owner basis so as to
allocate the maximum permissible Loss to each Owner under section
1.704-1(b)(2)(ii)(d) of the Regulations.

         (d)      REMAINING LOSS. In the event that there is any remaining Loss
in excess of the limitation set forth in Section 7.02(c), such remaining Loss
shall be allocated among the Owners in proportion to their respective Sharing
Ratios.

         Section 7.03 SPECIAL ALLOCATIONS.

         (a)      MINIMUM GAIN CHARGEBACK. Except as otherwise provided in
section 1.704-2(f) of the Regulations, notwithstanding any other provision of
this Section 7.03, if there is a net decrease in Partnership Minimum Gain during
any Fiscal Year, each Owner shall be specially allocated items of Trust income
and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an
amount equal to such Owner's share of the net decrease in Partnership Minimum
Gain, determined in accordance with section 1.704-2(g) of the Regulations.
Allocations pursuant to the previous sentence shall be made in proportion to the
respective amounts required to be allocated to each Owner pursuant thereto. The
items to be so allocated shall be determined in accordance with sections
1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 7.03(a) is
intended to comply with the minimum gain chargeback requirement in section
1.704-2(f) of the Regulations and shall be interpreted consistently therewith.



                                       18
<PAGE>


         (b)      OWNER MINIMUM GAIN CHARGEBACK. Except as otherwise provided in
section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of
this Section 7.03, if there is a net decrease in Partner Nonrecourse Debt
Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year,
each Owner who has a share of the Partner Nonrecourse Debt Minimum Gain
attributable to such Partner Nonrecourse Debt, determined in accordance with
section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of
Partnership income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) in an amount equal to such Partner's share of the net decrease in
Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse
Debt, determined in accordance with section 1.704-2(i)(4) of the Regulations.
Allocations pursuant to the previous sentence shall be made in proportion to the
respective amounts required to be allocated to each Partner pursuant thereto.
The items to be so allocated shall be determined in accordance with sections
1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 7.03(b) is
intended to comply with the minimum gain chargeback requirement in section
1.704-2(i)(4) of the Regulations and shall be interpreted consistently
therewith.

         (c)      QUALIFIED INCOME OFFSET. In the event any Owner unexpectedly
receives any adjustments, allocations, or distributions described in section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of
the Regulations, items of Trust income and gain shall be specially allocated to
the Owner in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Capital Account Deficit of the Owner
as quickly as possible, provided that an allocation pursuant to this Section
7.03(c) shall be made only if and to the extent that the Owner would have an
Adjusted Capital Account Deficit after all other allocations provided for in
this Article VII have been tentatively made as if this Section 7.03(c) were not
in this Agreement.

         (d)      NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any Fiscal
Year shall be specially allocated among the Owners in proportion to their
Sharing Ratios.

         (e)      PARTNER NONRECOURSE DEDUCTIONS. Any Partner Nonrecourse
Deductions for any Fiscal Year shall be specially allocated to the Owner who
bears the economic risk of loss with respect to the Partner Nonrecourse Debt to
which such Partner Nonrecourse Deductions are attributable in accordance with
section 1.704-2(i)(1) of the Regulations.

         (f)      MANDATORY ALLOCATIONS UNDER SECTION 704(C) OF THE CODE.
Notwithstanding the foregoing provisions of this Section 7.03, in the event
section 704(c) of the Code or section 704(c) of the Code principles applicable
under section 1.704-1(b)(2)(iv) of the Regulations require allocations of
income, gain, deduction or loss in a manner different than that set forth above,
the provisions of section 704(c) of the Code and the Regulations thereunder
shall control such allocations. Any item of Trust income, gain, loss and
deduction with respect to any property (other than cash) that has been
contributed by a Partner to the capital of the Trust or which has been revalued
for Capital Account purposes pursuant to section 1.744-1(b)(2)(iv) of the
Regulations and which is required to be allocated to such Partner for income tax
purposes under section 704(c) of the Code so as to take into account the
variation between the tax basis of such property and its fair market value at
the time of its contribution shall be allocated solely for income tax purposes
in the manner required or permitted under section 704(c) of the Code using the
"traditional method" described in section 1.704-3(b) of the Regulations,
PROVIDED, HOWEVER,



                                       19
<PAGE>


that curative allocations consisting of the special allocation of gain or loss
upon the sale or other disposition of the contributed property shall be made in
accordance with section 1.704-3(c) of the Regulations to the extent necessary to
eliminate any disparity, to the extent possible, between the Partners' book and
tax Capital Accounts attributable to such property; FURTHER PROVIDED, HOWEVER,
that any other method allowable under applicable Regulations may be used for any
contribution of property as to which there is agreement between the contributing
Partner and the Administrator.

         (g)      GROSS INCOME ALLOCATION. In the event any Owner has an
Adjusted Capital Account Deficit, such Owner shall be specially allocated items
of Trust income and gain in the amount of such excess as quickly as possible,
provided that an allocation pursuant to this Section 7.03(g) shall be made only
if and to the extent that such Owner would have an Adjusted Capital Account
Deficit after all other allocations provided for in this Section 7.03 have been
made as if Sections 7.03(c) and 7.03(g) were not in this Agreement.

         Section 7.04 CURATIVE ALLOCATIONS. The allocations set forth in
Sections 7.02 and 7.03(a) through (e) (the "Regulatory Allocations") are
intended to comply with certain requirements of the Regulations. It is the
intent of the Owners that, to the extent possible, all Regulatory Allocations
shall be offset either with other Regulatory Allocations or with special
allocations of other items of Trust income, gain, loss, or deduction. Therefore,
notwithstanding any other provision of this Article VII (other than the
Regulatory Allocations), offsetting special allocations of Trust income, gain,
loss, or deduction shall be made so that, after such offsetting allocations are
made, each Owner's Capital Account balance is, to the extent possible, equal to
the Capital Account balance such Owner would have had if the Regulatory
Allocations were not part of the Agreement and all Trust items were allocated
pursuant to Sections 7.01 and 7.02. In making such offsetting allocations, there
shall be taken into account future Regulatory Allocations under Section 7.03(a)
and (b) that, although not yet made, are likely to offset other Regulatory
Allocations previously made under Section 7.03(d) and (e).

         Section 7.05 OTHER ALLOCATION RULES.

         (a)      For purposes of determining the Profit, Loss, or any other
items allocable to any period, Profit, Loss, and any such other items shall be
determined on a daily, monthly, or other basis, as determined by the Owner
Trustee, under the direction of the Super-majority Owners, using any method
permissible under section 706 of the Code and the Regulations thereunder.

         (b)      The Owners are aware of the income tax consequences of the
allocations made by this Article VII and hereby agree to be bound by the
provisions of this Article VII in reporting their shares of Trust income and
loss for income tax purposes.

         (c)      Solely for purposes of determining an Owner's proportionate
share of the "excess nonrecourse liabilities" of the Trust within the meaning of
section 1.752-3(a)(3) of the Regulations, the Owners' interests in Trust profits
are in proportion to their Sharing Ratios.

         (d)      To the extent permitted by section 1.704-2(h)(3) of the
Regulations, the Owner Trustee shall endeavor to treat distributions of Net Cash
Flow as having been made from the



                                       20
<PAGE>


proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the
extent that such distributions would cause or increase an Adjusted Capital
Account Deficit for any Owner.

         Section 7.06 DISTRIBUTION OF NET CASH FLOW. Except to the extent
prohibited by any other agreement to which the Trust is a party or is otherwise
bound, Net Cash Flow on each Distribution Date shall be distributed on such
Distribution Date to each Owner in an amount equal to (i) the Profit allocated
to such Owner under this Article VII and not previously distributed to such
Owner less (ii) the amount of Losses allocated to such Owner to the extent such
Losses were not applied in reduction of the amount of any previous distribution
of Net Cash Flow to such Owner and less (iii) with respect to a distribution to
TERI, the amount of money paid to TERI by the Trust in accordance with paragraph
4 of the Section 2.05 Supplement to Master Loan Guaranty Agreement between TERI
and The First Marblehead Corporation dated April 30, 2001, as amended. All
payments to be made under this Agreement by the Owner Trustee shall be made only
from the income and proceeds of the Trust Property and only to the extent the
Owner Trustee has received such income or proceeds.

         Section 7.07 DISTRIBUTION DATE STATEMENT. With each distribution to an
Owner pursuant to Section 7.06, the Owner Trustee shall deliver a Distribution
Date Statement setting forth, for the period since the preceding Distribution
Date:

         (a)      Income and proceeds received by the Owner Trustee with respect
to the Trust Property;

         (b)      Amounts paid to the Owner Trustee;

         (c)      Amounts paid to any Person pursuant to a Trust Related
Agreement; and

         (d)      Amounts paid for other expenses of the Trust.

         Section 7.08 ALLOCATION OF TAX LIABILITY. In the event that any tax is
imposed on the Trust, such tax shall be charged against amounts otherwise
distributable to the Owners in proportion to their respective Sharing Ratios.
The Owner Trustee is hereby authorized to retain from amounts otherwise
distributable to the Owners sufficient funds to pay or provide for the payment
of, and then actually pay, such tax as is legally owed by the Trust (but such
authorization shall not prevent the Owner Trustee from contesting any such tax
in appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings).

         Section 7.09 METHOD OF PAYMENT. All amounts payable to an Owner
pursuant to this Agreement shall be paid by the Owner Trustee to such Owner or a
nominee therefor by check payable to such Owner, mailed first class to the
address of such Owner appearing on the register maintained pursuant to Section
3.02, or by crediting the amount to be distributed to such Owner to an account
maintained by such Owner with the Owner Trustee or by transferring such amount
by wire transfer in immediately available funds to a banking institution with
bank wire transfer facilities for the account of such Owner, as instructed in
writing from time to time by such Owner. The Owner Trustee may require an Owner
to pay any wire transfer fees incurred in connection with any wire transfer made
to such Owner.



                                       21
<PAGE>


         Section 7.10 NO SEGREGATION OF FUNDS; NO INTEREST. Subject to Sections
2.03(b)(ii) and 5.01, funds received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law and may be
deposited under such general conditions as may be prescribed by law, and the
Owner Trustee shall not be liable for any interest thereon.

         Section 7.11 INTERPRETATION AND APPLICATION OF PROVISIONS BY THE
ADMINISTRATOR. The Owner Trustee shall appoint and authorize the Administrator
to interpret and apply the provisions set forth in Articles V, VI, VII and XI
regarding application of funds, allocations of Profit and Loss and Distributions
of Net Cash Flow, to resolve any ambiguities that may result from such
application and to provide the Owner Trustee and the Owners with clarification
of any provision as may be necessary or appropriate. The determinations of the
Administrator shall be binding upon the Owners.


                                  ARTICLE III

                    AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

         Section 8.01 GENERAL AUTHORITY. The Owner Trustee is authorized to take
all actions required or permitted to be taken by it pursuant to the terms of
this Agreement, the Trust Related Agreements and the Statutory Trust Statute.
The Owner Trustee is further authorized from time to time to take such action as
the Administrator directs with respect to the Trust Related Agreements.

         Section 8.02 SPECIFIC AUTHORITY. The Owner Trustee is hereby authorized
and directed to take the following actions:

         (a)      Execute the Certificate of Trust;

         (b)      Execute and deliver the Administration Agreement and the
Back-up Agreement and on behalf of the Trust, the Trust Related Agreements,
including without limitation, the Trust Certificates and any other document
contemplated by the foregoing; in each case, in such form as the Administrator
shall approve, as evidenced conclusively by the Owner Trustee's execution
thereof; and

         (c)      Execute and deliver on behalf of the Trust any documents
necessary or appropriate, in such form as the Administrator shall approve, as
evidenced conclusively by the Owner Trustee's execution thereof, to cause the
repurchase by TERI or the Trust, as the case may be, of any Student Loan Note
required to be repurchased in accordance with the TERI Guaranty Agreements.

         Section 8.03 GENERAL DUTIES. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in the interest of the
Owners. Notwithstanding the foregoing, the Owner Trustee shall have deemed to
have discharged its duties and responsibilities hereunder under the Trust
Related Agreements to the extent the Administrator has agreed in the
Administration Agreement to perform such acts or to discharge such duties of the
Owner Trustee hereunder or under any Trust Related Agreement, and the Owner
Trustee shall not be held liable for the



                                       22
<PAGE>


default or failure of the Administrator to carry out its obligations under the
Administration Agreement.

         Section 8.04 ACCOUNTING AND REPORTS TO THE OWNERS, THE INTERNAL REVENUE
SERVICE AND OTHERS. The Administrator shall (a) maintain or cause to be
maintained the books of the Trust on a calendar year basis using the accrual
method of accounting, (b) deliver to each Owner, within 60 days of the end of
each Fiscal Year, or more often, as may be required by the Code and the
Regulations thereunder, a copy of the annual financial statement of the Trust
for such Fiscal Year and a statement in such form and containing such
information as may be required by such Regulations, and as is necessary and
appropriate to enable each Owner to prepare its federal and state income tax
returns, (c) file such tax returns relating to the Trust, and make such
elections, including an election for the first taxable year of the Trust,
necessary for the Trust to qualify as a partnership, or as may from time to time
be required under any applicable state or federal statute or rule or regulation
thereunder, (d) cause such tax returns to be signed in the manner required by
law, (e) collect or cause to be collected any withholding tax required by the
Code to be withheld by the Owner Trustee with respect to distributions to Owners
who are nonresident aliens or foreign corporations, and (f) cause to be mailed
to each Owner copies of all such reports and tax returns of the Trust.

         Section 8.05 SIGNATURE OF RETURNS. The Owner Trustee shall sign on
behalf of the Trust the tax returns and other Periodic Filings of the Trust,
unless applicable law requires an Owner to sign such documents, in which case,
so long as the Depositor is an Owner and applicable law allows the Depositor to
sign any such document, the Depositor shall sign such document. At any time that
the Depositor is not an Owner, or is otherwise not allowed by law to sign any
such document, then the Owner required by law to sign such document shall sign.

         Section 8.06 RIGHT TO RECEIVE AND RELY UPON INSTRUCTIONS. In the event
that the Owner Trustee is unable to decide between alternative courses of
action, or is unsure as to the application of any provision of this Agreement or
any Trust Related Agreement, or such provision is ambiguous as to its
application, or is or appears to be, in conflict with any other applicable
provision, or in the event that this Agreement or any Trust Related Agreement
permits any determination by the Owner Trustee or is silent or is incomplete as
to the course of action which the Owner Trustee is required to take with respect
to a particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Owners requesting
instructions and, to the extent that the Owner Trustee shall have acted or
refrained from acting in good faith in accordance with any instructions received
from the Owners, the Owner Trustee shall not be liable on account of such action
or inaction to any Person. If the Owner Trustee shall not have received
appropriate instructions within ten days of such notice (or within such shorter
period of time as may be specified in such notice) the Owner Trustee may, but
shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Trust Related Agreements, as the Owner
Trustee shall deem to be in the best interests of the Owners, and the Owner
Trustee shall have no liability to any Person for such action or inaction.

         Section 8.07 NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment in respect of, register, record, sell, dispose of or otherwise
deal with the Trust Property, or to otherwise take or



                                       23
<PAGE>


refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee or the Trust is a party, except
as expressly provided by the terms of this Agreement and no implied duties or
obligations shall be read into this Agreement against the Owner Trustee. The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Trust Property which result from claims against the Owner Trustee
personally that are not related to the ownership or the administration of the
Trust Property or the transactions contemplated by the Trust Related Agreements.

         Section 8.08 NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Property except (a) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, and (b) in accordance with instructions delivered to
the Owner Trustee pursuant to Section 8.06 and Article IV hereof.

         Section 8.09 RESTRICTION. Notwithstanding anything herein to the
contrary, the Owner Trustee shall not take any action (a) that is inconsistent
with the purposes of the Trust or (b) that would result in the Trust being
treated as an association taxable as a corporation for Federal income tax
purposes.


                                   ARTICLE IX

                          CONCERNING THE OWNER TRUSTEE

         Section 9.01 ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to the same but only upon the terms of this Agreement. The Owner Trustee
shall not be personally liable under any circumstances, except (a) for its own
willful misconduct or gross negligence, (b) for liabilities arising from the
failure by the Owner Trustee to perform obligations expressly undertaken by it
in the last sentence of Section 8.07, or (c) for taxes, fees or other charges
on, based on or measured by any fees, commissions or compensation received by
the Owner Trustee in connection with any of the transactions contemplated by
this Agreement or the Trust Related Agreements. In particular, but not by way of
limitation:

         (i)      The Owner Trustee shall not be personally liable for any error
of judgment made in good faith by an Authorized Officer of the Owner Trustee;

         (ii)     The Owner Trustee shall not be personally liable with respect
to any action taken or omitted to be taken by the Owner Trustee in good faith in
accordance with the instructions of the Administrator or the Owners;

         (iii)    No provision of this Agreement shall require the Owner Trustee
to expend or risk its personal funds or otherwise incur any financial liability
in the performance of any of its rights or powers hereunder, if the Owner
Trustee shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
or provided to it;



                                       24
<PAGE>


         (iv)     Under no circumstance shall the Owner Trustee be personally
liable for any indebtedness of the Trust under any Trust Related Agreement;

         (v)      The Owner Trustee shall not be personally responsible for or
in respect of the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor, or for the form, character, genuineness,
sufficiency, value or validity of any Student Loan or Trust Certificate (other
than with respect to the due execution thereby by an Authorized Officer), or for
or in respect of the validity or sufficiency of the Administration Agreement or
the Trust Related Agreements; and

         (vi) The Owner Trustee shall not be liable for the default or
misconduct of the Administrator under any of the Trust Related Agreements or
otherwise and the Owner Trustee shall have no obligation or liability to perform
the obligations of the Trust hereunder or under any Trust Related Agreement that
are required to be performed by the Administrator under the Administration
Agreement.

         Section 9.02 FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Owners, promptly upon receipt thereof, duplicates or copies of all
material reports, notices, requests, demands, certificates, financial statements
and any other instruments furnished to the Owner Trustee hereunder (other than
documents originated by or otherwise furnished to such Owners).

         Section 9.03 RELIANCE; ADVICE OF COUNSEL.

         (a)      The Owner Trustee shall incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, note or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the manner of ascertainment of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or any assistant treasurer or the secretary of the
relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

         (b)      In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under any of the Trust Related
Agreements, the Owner Trustee (i) may act directly or, at the expense of the
Trust, through agents or attorneys pursuant to agreements entered into with any
of them, and the Owner Trustee shall not be liable for the default or misconduct
of such agents or attorneys if such agents or attorneys shall have been selected
by the Owner Trustee with reasonable care; and (ii) may, at the expense of the
Trust, consult with counsel, accountants and other skilled persons to be
selected with reasonable care and employed by it, and the Owner Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the advice or opinion of any such counsel, accountants or other
skilled persons.



                                       25
<PAGE>


         Section 9.04 NOT ACTING IN INDIVIDUAL CAPACITY. Except as expressly
provided in this Article IX, in accepting the trusts hereby created the Owner
Trustee acts solely as trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or the Trust Related Agreements
shall look only to the Trust Property for payment or satisfaction thereof.

         Section 9.05 REPRESENTATIONS AND WARRANTIES OF OWNER TRUSTEE. The Owner
Trustee represents and warrants to the Depositor that (a) the Owner Trustee
meets the requirements of (i) Rule 3(a)(7) promulgated under the Investment
Company Act of 1940, as amended, and (ii) section 3807 of the Statutory Trust
Statute and (b) the Owner Trustee or the Owner Trustee's parent entity has a
combined capital and surplus of at least $50,000,000.


                                   ARTICLE X

                          COMPENSATION OF OWNER TRUSTEE

         Section 10.01 OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee
shall receive compensation from the Administrator and, to the extent not paid by
the Administrator, from the Trust Property for its services hereunder as set
forth on the fee schedule attached hereto as Exhibit 3. The Owner Trustee shall
be entitled to be reimbursed by the Administrator and, to the extent not paid by
the Administrator, from the Trust Property for its reasonable expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and duties
under this Agreement and the Trust Related Agreements.

         Section 10.02 INDEMNIFICATION. The National Collegiate Funding LLC and
The Education Resources Institute, Inc. shall be jointly and severally liable
for, and hereby agree to indemnify Delaware Trust Company, National Association,
individually and as Owner Trustee, and its successors, assigns, agents and
servants, from and against, any and all liabilities, obligations, losses,
damages, taxes (other than taxes incurred as the result of the payment of fees
and expenses pursuant to Section 10.01), claims, actions, suits, costs, expenses
and disbursements (including legal fees and expenses) of any kind and nature
whatsoever which may be imposed on, incurred by or asserted at any time against
the Owner Trustee (whether or not indemnified against by other parties) in any
way relating to or arising out of this Agreement, any Trust Related Agreement,
the administration of the Trust Property or the action or inaction of the Owner
Trustee hereunder, except only that the Owners shall not be required to
indemnify the Owner Trustee for expenses arising or resulting from any of the
matters described in the second sentence of Section 9.01. The indemnities
contained in this Section 10.02 shall survive the termination of this Agreement.
The obligations of The National Collegiate Funding LLC and The Education
Resources Institute, Inc. pursuant to this Section 10.02 shall be borne in
proportion to their respective Percentage Interests. The indemnities contained
in this Section 10.02 extend only to the Owner Trustee in its individual
capacity.

         Section 10.03 LIEN ON TRUST PROPERTY. Following the retirement of the
Notes the Owner Trustee shall have a lien on the Trust Property for any
compensation or expenses and indemnity due hereunder which lien shall be prior
to all other liens.



                                       26
<PAGE>


         Section 10.04 PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the
Owner Trustee from the Trust Property pursuant to this Article X shall be deemed
not to be part of the Trust Property immediately after such payment.


                                   ARTICLE XI

                              TERMINATION OF TRUST

         Section 11.01 TERMINATION OF TRUST.

         (a)      The trust created hereby shall dissolve and terminate and,
except as otherwise provided in this Article XI, this Agreement shall be of no
further force or effect, upon the earlier of (i) if the Notes are no longer
outstanding, the unanimous consent of the Owners, (ii) if the Notes are no
longer outstanding, the sale or other final disposition by the Owner Trustee of
the Trust Property and the final distribution by the Owner Trustee of all funds
or other property or proceeds of the Trust Property in accordance with the terms
of this Agreement and the Trust Related Agreements, and (iii) 21 years less one
day after the death of the survivor of the descendants living on the date of
this Agreement of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James.

         (b)      The bankruptcy, death, incapacity, dissolution or termination
of any Owner shall not operate to dissolve or terminate this Agreement, nor
entitle such Owner'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 Property, nor otherwise affect the rights, obligations and liabilities of
the parties hereto.

         (c)      Upon the termination of the Trust pursuant to this Article XI,
the Owner Trustee shall cause a Certificate of Termination to be filed with the
Secretary of State.

         Section 11.02 DISTRIBUTION OF ASSETS. Upon dissolution and termination
of the Trust, the Owner Trustee shall take full account of the Trust assets and
liabilities, shall liquidate the assets as promptly as is consistent with
obtaining the fair value thereof, and shall apply and distribute the proceeds
therefrom in the following order:

         (a)      To the payment of the expenses of liquidation and the debts
and liabilities of the Trust;

         (b)      To the setting up of reserves which the Owner Trustee may deem
necessary or appropriate for anticipated obligations or contingencies of the
Trust arising out of or in connection with the operation of the Trust. Such
reserves may be paid over by the Owner Trustee to an escrow agent or trustee
selected by the Owner Trustee to be disbursed by such escrow agent or trustee in
payment of any of such obligations or contingencies and, if any balance remains
at the expiration of such period as the Owner Trustee shall deem advisable, to
be distributed by such escrow agent or trustee in the manner hereinafter
provided;

         (c)      To each of the Owners, other than TERI, in accordance with the
positive balances in each such Owner's Capital Account to the extent of the
aggregate unreturned Capital Contributions of such Owner credited therein; and



                                       27
<PAGE>


         (d)      To the Owners, the balance of any proceeds in accordance with
the positive balances in their respective Capital Accounts; provided that with
respect to any distribution to TERI, such distribution shall be reduced by the
amount of money paid to TERI by the Trust in accordance with paragraph 4 of the
Section 2.05 Supplement to Master Loan Guaranty Agreement between TERI and The
First Marblehead Corporation dated April 30, 2001 less the amount by which
aggregate Distributions to TERI of Net Cash Flow pursuant to Section 7.06 hereof
have been reduced by the application of subsection (iii) thereof, and any such
reduction shall be distributed to the Owners other than TERI in accordance with
the positive balances in their respective Capital Accounts.

If at the time of liquidation the Owner Trustee shall determine that an
immediate sale of some or all of the assets would cause undue loss to the
Owners, the Owner Trustee may, in order to avoid such loss and with the consent
of the Owners, defer liquidation.

         Section 11.03 NO TERMINATION BY DEPOSITOR OR OWNERS. Except as provided
in Section 11.01, neither the Depositor nor the Owners shall be entitled to
terminate or revoke the Trust established hereunder.


                                  ARTICLE XII

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 12.01 RESIGNATION OF OWNER TRUSTEE; APPOINTMENT OF SUCCESSOR.

         (a)      The Owner Trustee may resign at any time without cause by
giving at least 60 days' prior written notice to the Administrator, the Owners
and the Administrative Agent, such resignation to be effective upon the
acceptance of appointment by a successor Owner Trustee under Section 12.01(b).
In addition, the Super-majority Owners may at any time remove the Owner Trustee
without cause by an instrument in writing delivered to the Owner Trustee and the
Administrator, such removal to be effective upon the acceptance of appointment
by a successor Owner Trustee under Section 12.01(b). In case of the resignation
or removal of the Owner Trustee, the Owners may appoint a successor Owner
Trustee by an instrument signed by the Owners. If a successor Owner Trustee
shall not have been appointed within 30 days after the giving of written notice
of such resignation or the delivery of the written instrument with respect to
such removal, the Owner Trustee or the Owners may apply to any court of
competent jurisdiction to appoint a successor Owner Trustee to act until such
time, if any, as a successor Owner Trustee shall have been appointed as provided
above. Any successor Owner Trustee so appointed by such court shall immediately
and without further act be superseded by any successor Owner Trustee appointed
as above provided within one year from the date of the appointment by such
court.

         (b)      Any successor Owner Trustee, however appointed, shall execute
and deliver to the predecessor Owner Trustee an instrument accepting such
appointment, and thereupon such successor Owner Trustee, without further act
(except for the filing required under clause (e) below), shall become vested
with all the estates, properties, rights, powers, duties and trust of the
predecessor Owner Trustee in the trusts hereunder with like effect as if
originally named the Owner Trustee herein; but nevertheless, upon the written
request of such successor Owner



                                       28
<PAGE>


Trustee and the payment of all fees and indemnities due the predecessor Owner
Trustee, such predecessor Owner Trustee shall execute and deliver an instrument
transferring to such successor Owner Trustee, upon the trusts herein expressed,
all the estates, properties, rights, powers, duties and trusts of such
predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign,
transfer, deliver and pay over to such successor Owner Trustee all funds or
other property then held or subsequently received by such predecessor Owner
Trustee upon the trusts herein expressed.

         (c)      Any successor Owner Trustee, however appointed, shall be a
bank or trust company (i) that meets the requirements of (A) Rule 3(a)(7)
promulgated under the Investment Company Act of 1940, as amended, and (B)
section 3807 of the Statutory Trust Statute and (ii) whose parent entity has a
combined capital and surplus of at least $50,000,000, if there be such an
institution willing, able and legally qualified to perform the duties of the
Owner Trustee hereunder upon reasonable or customary terms.

         (d)      Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Owner Trustee shall be
a party, or any corporation to which substantially all the corporate trust
business of the Owner Trustee may be transferred, shall, subject to the terms of
Section 12.01(c), be the Owner Trustee under this Agreement without further act.

         (e)      Any successor Owner Trustee appointed pursuant to this Article
XII shall file an amendment to the Certificate of Trust with the Secretary of
State reflecting the name and principal place of business of such successor
Owner Trustee.

         Section 12.02 APPOINTMENT OF ADDITIONAL OWNER TRUSTEES. At any time or
times for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Property may at the time be located, the Owner
Trustee and the Administrator, acting jointly, by an instrument in writing, may
appoint one or more individuals or corporations approved by the Administrator
and the Owner Trustee to act as separate trustee or separate trustees of all or
any part of the Trust Property to the full extent that local law makes it
necessary or appropriate for such separate trustee or separate trustees to act
alone. If the Administrator shall not have joined in such appointment within
fifteen days after the receipt of such request, the Owner Trustee, acting alone,
shall have the power to make such appointment.


                                  ARTICLE XIII

                               TAX MATTERS PARTNER

         Section 13.01 TAX MATTERS PARTNER. The tax matters partner (within the
meaning of section 6231(a)(7) of the Code and applicable Regulations) of the
Trust for all federal income tax purposes set forth in the Code shall be The
National Collegiate Funding LLC. Subject to Section 13.08, the tax matters
partner shall have the authority to represent the Trust and perform the duties
imposed on the tax matters partner under the Code, and as set forth in this
Article XIII.



                                       29
<PAGE>


         Section 13.02 NOTICE OF TAX AUDIT. The tax matters partner shall give
prompt notice to the Owners upon receipt of advice that the Internal Revenue
Service intends to examine Trust income tax returns for any year.

         Section 13.03 AUTHORITY TO EXTEND PERIOD FOR ASSESSING TAX. Subject to
Section 13.08, the tax matters partner shall have the authority to extend the
period for assessing any tax imposed on any Owner under the Code by any
agreement as provided for under section 6229(b)(1)(B) of the Code.

         Section 13.04 CHOICE OF FORUM FOR FILING PETITION FOR READJUSTMENT. Any
petition for readjustment may, but is not required to, be filed by the tax
matters partner in accordance with section 6226(a) of the Code in the United
States District Court for the district in which the Trust's principal place of
business is located, or the United States Claims Court.

         Section 13.05 AUTHORITY TO BIND OWNERS BY SETTLEMENT AGREEMENT. Subject
to Section 13.08, the tax matters partner shall enter into a settlement
agreement in accordance with section 6224(c)(3) of the Code as directed by the
Owners.

         Section 13.06 NOTICES SENT TO THE INTERNAL REVENUE SERVICE. The tax
matters partner shall use its best efforts to furnish to the Internal Revenue
Service the name, address, profits interest and taxpayer identification number
of each Owner and any additional information it receives from each Owner
regarding any change in that Owner's name, address, profits interest and
taxpayer identification number. In no event shall the tax matters partner be
liable, responsible or accountable in damages or otherwise to the Owner for any
loss in connection with furnishing such information to the Internal Revenue
Service if the tax matters partner acts in good faith and is not guilty of fraud
or gross negligence.

         Section 13.07 INDEMNIFICATION OF TAX MATTERS PARTNER. The Trust shall
indemnify and save harmless the tax matters partner against any loss, damage,
cost or expense (including attorneys' fees) incurred by it as a result of any
act performed or omitted on behalf of the Trust or any Owner or in furtherance
of the Trust's interests or the interests of the Owner, in its capacity as tax
matters partner, without, however, relieving the tax matters partner of
liability for bad faith, fraud or gross negligence.

         Section 13.08 APPROVAL OF TAX MATTERS PARTNER'S DECISIONS. The tax
matters partner shall call a meeting of the Owners at any time in order to
discuss any decisions the tax matters partner may propose to make, notice of
which shall be included in the notice of such meeting. The tax matters partner
shall make no decision and take no action with respect to the determination,
assessment or collection of any tax imposed by the Code on the Owners unless and
until such decision has been approved by the Owners.

         Section 13.09 PARTICIPATION BY OWNERS IN INTERNAL REVENUE SERVICE
ADMINISTRATIVE PROCEEDINGS. Nothing contained in this Article XIII shall be
construed to take away from any Owner any right granted to such person by the
Code to participate in any manner in administrative proceedings of the Internal
Revenue Service.



                                       30
<PAGE>


                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.01 SUPPLEMENTS AND AMENDMENTS.

         (a)      This Agreement may be amended only by a written instrument
signed by the Owner Trustee and all of the Owners at the time of such amendment
and upon satisfaction of the Rating Agency Condition (as defined in the
Indenture); PROVIDED, HOWEVER, that if, in the opinion of the Owner Trustee, any
instrument required to be so executed adversely affects any right, duty or
liability of, or immunity or indemnity in favor of, the Owner Trustee under this
Agreement or any of the documents contemplated hereby to which the Owner Trustee
or the Trust is a party, or would cause or result in any conflict with or breach
of any terms, conditions or provisions of, or default under, the charter
documents or by-laws of the Owner Trustee or any document contemplated hereby to
which the Owner Trustee is a party, the Owner Trustee may in its sole discretion
decline to execute such instrument. The Certificate of Trust shall be amended
(except as required by the Statutory Trust Statute) only upon satisfaction of
the Rating Agency Condition (as defined in the Indenture). The Owner Trustee
shall be fully protected in relying upon a certificate of the Administrator in
determining if the Rating Agency Condition (as defined in the Indenture) has
been satisfied.

         (b)      The Trust shall not change its jurisdiction of formation
without first satisfying the Rating Agency Condition (as defined in the
Indenture).

         Section 14.02 NO LEGAL TITLE TO TRUST PROPERTY IN OWNER. Legal title to
all Trust Property shall be vested at all times in the Trust as a separate legal
entity, except where the laws of any jurisdiction require title to be vested in
a trustee in which case legal title shall be vested in the Owner Trustee on
behalf of the Trust. The Owners shall not have legal title to any part of the
Trust Property and shall only have an undivided beneficial interest therein. No
transfer, by operation of law or otherwise, of any right, title and interest of
the Owners in and to their undivided Beneficial Interests in the Trust Property
hereunder shall operate to terminate this Agreement or the trusts hereunder or
entitle any successor transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Property.

         Section 14.03 PLEDGE OF COLLATERAL BY OWNER TRUSTEE IS BINDING. The
pledge of any Trust Property to any Person by the Owner Trustee made under any
Trust Related Agreement and pursuant to the terms of this Agreement shall bind
the Owners and shall be effective to transfer or convey the rights of the Owner
Trustee and the Owners in and to such Trust Property to the extent set forth in
such Trust Related Agreement. No purchaser or other grantee shall be required to
inquire as to the authorization, necessity, expediency or regularity of such
pledge or as to the application of any proceeds with respect thereto by the
Owner Trustee.

         Section 14.04 LIMITATIONS ON RIGHTS OF OTHERS. Nothing in this
Agreement, whether express or implied, shall be construed to give to any Person
other than the Owner Trustee, the Administrator and the Owners any legal or
equitable right, remedy or claim in the Trust Property or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein
PROVIDED, HOWEVER, that for so long as any of the Notes or Grantor Trust
Certificates are



                                       31
<PAGE>


outstanding or any amounts are owed to the Indenture Trustee, the Grantor
Trustee, the Noteholders and the Grantor Trust Certificateholders, are third
party beneficiaries hereof.

         Section 14.05 NOTICES. Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and delivered by
hand or mailed by certified mail, postage prepaid, if to the Owner Trustee,
addressed to: Delaware Trust Company, National Association, 300 Delaware Avenue,
9th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust
Administration, or to such other address as the Owner Trustee may have set forth
in a written notice to the Owners; and if to an Owner, addressed to it at the
address set forth for such Owner in the register maintained by the Owner
Trustee. Whenever any notice in writing is required to be given by the Owner
Trustee hereunder, such notice shall be deemed given and such requirement
satisfied 72 hours after such notice is mailed by certified mail, postage
prepaid, addressed as provided above; any notice given by an Owner to the Owner
Trustee shall be effective upon receipt by an Authorized Officer of the Owner
Trustee. A copy of any notice delivered to the Owner Trustee shall also be
delivered to the Administrator, addressed to: First Marblehead Data Services,
Inc., 230 Park Avenue, New York, New York 10169, Attention: Mr. Rob Baron, with
a copy to First Marblehead Corporation, The Prudential Tower, 800 Boylston
Street - 34th Floor, Boston, MA 02199-8157, Attention: Mr. Richard P. Zermani or
to such other addresses as the Administrator may have set forth in a written
notice to the Owner Trustee.

         Section 14.06 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 14.07 SEPARATE COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         Section 14.08 SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Owner
Trustee and its successors and assigns and each Owner and its successors and
permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by an Owner shall bind the
successors and assigns of such Owner.

         Section 14.09 HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 14.10 GOVERNING LAW. This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of Delaware
(excluding conflict of law rules), including all matters of construction,
validity and performance.

         Section 14.11 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this
Agreement except as otherwise expressly provided or unless the context otherwise
requires:



                                       32
<PAGE>


         (a)      The defined terms in this Agreement include the plural as well
as the singular, and the use of any gender herein shall be deemed to include any
other gender;

         (b)      Accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;

         (c)      References herein to "Articles," "Sections," "paragraphs" and
other subdivisions without reference to a document are to designated Articles,
Sections, paragraphs and other subdivisions of this Agreement;

         (d)      A reference to a paragraph without further reference to a
Section is a reference to such paragraph as contained in the same Section in
which the reference appears, and this rule shall also apply to subparagraphs and
other subdivisions;

         (e)      The words "herein," "hereof," "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; and

         (f)      The term "include" or "including" shall mean without
limitation by reason of enumeration.



                                       33
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.


                                   DELAWARE TRUST COMPANY,
                                   NATIONAL ASSOCIATION, not in its
                                   individual capacity except as expressly
                                   provided herein, but solely as Owner Trustee


                                   By:   /s/ Sterling C. Correia
                                      ------------------------------------------
                                          Name: Sterling C. Correia
                                          Title: Vice President



                                   THE NATIONAL COLLEGIATE FUNDING,
                                   as Depositor and Owner


                                   By:    GATE Holdings, Inc., Member


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



                                   THE EDUCATION RESOURCES
                                   INSTITUTE, Inc., as Owner


                                   By:    /s/ Willis J. Hulings III
                                      ------------------------------------------
                                      Name:  Willis J. Hulings III
                                      Title: President & Chief Executive Officer



ACKNOWLEDGED WITH RESPECT
TO THE POWER OF ATTORNEY
GRANTED IN SECTION 4.05

FIRST MARBLEHEAD DATA SERVICES, INC.


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

<PAGE>


                                   SCHEDULE A

<TABLE>
<CAPTION>
          OWNERS           CAPITAL CONTRIBUTION ($)     INITIAL SHARING RATIO (%)     PERCENTAGE INTEREST (%)
 ------------------------  ------------------------     -------------------------     -----------------------

<S>                                  <C>                           <C>                          <C>
The National Collegiate              $1.00                         80%                          80%
Funding LLC

The Education Resources              None                          20%                          20%
Institute, Inc.

</TABLE>

<PAGE>


                                   SCHEDULE B

                                LOAN ORIGINATORS


o        Bank of America, N.A.


o        Bank One, N.A.


o        Charter One Bank, N.A.


o        Chase Manhattan Bank USA, N.A.


o        Citizens Bank of Rhode Island


o        The Huntington National Bank


o        Manufacturers and Traders Trust Company


o        National City Bank


o        PNC Bank


o        SunTrust Bank

<PAGE>


                                   SCHEDULE C

                            LOAN PURCHASE AGREEMENTS


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

o        Bank of America, N.A., dated April 30, 2001, for loans that were
         originated under Bank of America's BAGEL Loan Program, CEDU Loan
         Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 1, 2002, for loans that were originated under
         Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan
         Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 10, 2004, for loans that were
         originated under Charter One's Edfinancial Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.
o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.

<PAGE>


o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.
o        Charter One Bank, N.A., dated March 26, 2004, for loans that were
         originated under Charter One's NextStudent Private Consolidation Loan
         Program.
o        Charter One Bank, N.A., dated March 17, 2003, for loans that were
         originated under Charter One's PNC Bank Resource Loan Program.
o        Charter One Bank, N.A., dated May 1, 2003, for loans that were
         originated under Charter One's SAF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 20, 2002, for loans that were
         originated under Charter One's Southwest Loan Program.
o        Charter One Bank, N.A., dated March 25, 2004, for loans that were
         originated under Charter One's START Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's WAMU Alternative Student Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Compass Bank Loan
         Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program.
o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        National City Bank, dated November 13, 2002, for loans that were
         originated under National City Bank's National City Loan Program.
o        PNC Bank, N.A., dated April 22, 2004, for loans that were originated
         under PNC Bank's Alternative Conforming Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.

<PAGE>


                                   SCHEDULE D

                               GUARANTY AGREEMENTS


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

o        Bank of America, N.A., dated April 30, 2001, for loans that were
         originated under Bank of America's BAGEL Loan Program, CEDU Loan
         Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 13, 2002, for loans that were originated
         under Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE
         Loan Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 10, 2004, for loans that were
         originated under Charter One's Edfinancial Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.
o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.

<PAGE>


o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.
o        Charter One Bank, N.A., dated March 26, 2004, for loans that were
         originated under Charter One's NextStudent Private Consolidation Loan
         Program.
o        Charter One Bank, N.A., dated March 17, 2003, for loans that were
         originated under Charter One's PNC Bank Resource Loan Program.
o        Charter One Bank, N.A., dated May 1, 2003, for loans that were
         originated under Charter One's SAF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 20, 2002, for loans that were
         originated under Charter One's Southwest Loan Program.
o        Charter One Bank, N.A., dated March 25, 2004, for loans that were
         originated under Charter One's START Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's WAMU Alternative Student Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Compass Bank Loan
         Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program.
o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        National City Bank, dated July 26, 2002, for loans that were originated
         under National City Bank's National City Loan Program.
o        PNC Bank, N.A., dated April 22, 2004, for loans that were originated
         under PNC Bank's Alternative Conforming Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.

<PAGE>


                                    EXHIBIT 1

                            FORM OF TRUST CERTIFICATE

                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2005-1

                                TRUST CERTIFICATE


THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD
OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE
OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS
TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO
THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST
AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE
SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR'S COMPLIANCE WITH
SECTION 3.04(B) OF THE TRUST AGREEMENT.


                                TRUST CERTIFICATE
                        UNDER THE TRUST AGREEMENT, DATED
                             AS OF FEBRUARY 23, 2005


Certificate No. ______

Delaware Trust Company, National Association, not in its individual capacity,
but solely as owner trustee (the "Owner Trustee") under the Trust Agreement,
dated as of February 23, 2005, with The National Collegiate Funding LLC and The
Education Resources Institute, Inc., on behalf of the holders from time to time
(each an "Owner") of beneficial interests in the trust created thereby (the
"Trust Agreement"), hereby certifies that ______________ is the owner of a
_____% undivided beneficial interest in the Trust Property provided for and
created by the Trust Agreement. This Trust Certificate is issued pursuant to and
is entitled to the benefits of the Trust Agreement, and each Owner by acceptance
hereof shall be bound by the terms of the Trust Agreement. Reference is hereby
made to the Trust Agreement for a statement of the rights and obligations of the
Owner hereof. The Owner Trustee may treat the person shown on the register
maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement
as the absolute Owner hereof for all purposes.

Capitalized terms used herein without definition have the meanings ascribed to
them in or by reference in the Trust Agreement.

Transfer of this Trust Certificate is subject to certain restrictions and
limitations set forth in the Trust Agreement, including the requirement that any
transfer requires the prior consent of owners of at least 85% of the Percentage
Interests in the Trust. In the manner more fully set

<PAGE>


forth in, and as limited by, the Trust Agreement, this Trust Certificate may be
transferred upon the books of the Owner Trustee by the registered Owner in
person or by his attorney duly authorized in writing upon surrender of this
Trust Certificate to the Owner Trustee accompanied by a written instrument of
transfer and with such signature guarantees and evidence of authority of the
Persons signing the instrument of transfer as the Owner Trustee may reasonably
require, whereupon the Owner Trustee shall issue in the name of the transferee a
Trust Certificate or Trust Certificates evidencing the amount and extent of
interest of the transferee.

The Owner hereof, by its acceptance of this Trust Certificate, warrants and
represents to the Owner Trustee and to the Owners of the other Trust
Certificates issued under the Trust Agreement and agrees not to transfer this
Trust Certificate except in accordance with the Trust Agreement.

This Trust Certificate and the Trust Agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Delaware
(excluding conflict of law rules), including all matters of construction,
validity and performance.

<PAGE>


         IN WITNESS WHEREOF, the Owner Trustee, pursuant to the Trust Agreement,
has caused this Trust Certificate to be issued as of the date hereof.

                                         DELAWARE TRUST COMPANY, NATIONAL
                                         ASSOCIATION, not in its individual
                                         capacity, but solely as Owner Trustee


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


Dated:  February 23, 2005

<PAGE>


                                    EXHIBIT 2

                           FORM OF ACCESSION AGREEMENT

                        ___________________, ___________


Delaware Trust Company, National Association
300 Delaware Avenue, 9th Floor
Wilmington, Delaware 19801
Attention:  Corporate Trust Administration


Dear Sirs:

         We refer to the Trust Agreement, dated as of February 23, 2005 (the
"Trust Agreement"), among The National Collegiate Funding LLC (the "Company"),
The Education Resources Institute, Inc. and Delaware Trust Company, National
Association, a national banking association (in its capacity as trustee
thereunder, the "Owner Trustee"). We propose to purchase a beneficial interest
in The National Collegiate Student Loan Trust 2005-1, a Delaware statutory trust
(the "Trust") formed pursuant to the Trust Agreement. Capitalized terms used
herein without definition have the meanings given them in the Trust Agreement.

1.       We understand that our Trust Certificate is not being registered under
         the Securities Act of 1933, as amended (the "1933 Act"), or any state
         securities or "Blue Sky" law and is being sold to us in a transaction
         that is exempt from the registration requirements of the 1933 Act and
         any applicable state laws.

2.       We have knowledge and experience in financial and business matters as
         to be capable of evaluating the merits and risks of an investment in
         the Trust, we are able to bear the economic risk of investment in the
         Trust and we are an "accredited investor" as defined in Regulation D
         under the 1933 Act.

3.       We acknowledge that none of the Trust, the Company or the Owner Trustee
         has advised us concerning the federal or state income tax consequences
         of owning a beneficial interest in the Trust, including the tax status
         of the Trust or the likelihood that distributions from the Trust would
         be characterized as "unrelated business income" for federal tax
         purposes, and we have consulted with our own tax advisor with respect
         to such matters.

4.       We are acquiring our Trust Certificate for our own account and not for
         the benefit of any other person and not with a view to any distribution
         of our beneficial interest in the Trust subject, nevertheless, to the
         understanding that disposition of our property shall at all times be
         and remain within our control.

5.       We agree that our beneficial interest in the Trust must be held
         indefinitely by us unless subsequently registered under the 1933 Act
         and any applicable state securities or "Blue Sky" law or unless
         exemptions from the registration requirements of the 1933 Act and
         applicable state laws are available.

<PAGE>


6.       We agree that in the event that at some future time we wish to dispose
         of or exchange any of our beneficial interest in the Trust, we will not
         transfer or exchange any of our beneficial interest in the Trust unless
         we have obtained the prior written consent to such transfer or exchange
         pursuant to Section 3.04 of the Trust Agreement, and either:

         (A)(1)   the transfer or exchange is made to an Eligible Purchaser (as
                  defined below), (2) a letter to substantially the same effect
                  as this letter is executed promptly by such Eligible Purchaser
                  and (3) all offers or solicitations in connection with the
                  sale (if a sale), whether made directly or through any agent
                  acting on our behalf, are limited only to Eligible Purchasers
                  and are not made by means of any form of general solicitation
                  or general advertising whatsoever; or

         (B)      our beneficial interest in the Trust is sold in a transaction
                  that does not require registration under the 1933 Act and any
                  applicable State "Blue Sky" law.

"Eligible Purchaser" means a corporation, partnership or other entity which we
have reasonable grounds to believe and do believe can make representations with
respect to itself to substantially the same effect as the representations set
forth herein.

7.       We understand that our Trust Certificate bears a legend to
         substantially the following effect:

THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD
OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE
OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS
TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO
THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04(A) OF THE TRUST
AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE
SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEROR'S COMPLIANCE WITH
SECTION 3.04(B) OF THE TRUST AGREEMENT.

<PAGE>


8.       We agree to be bound by all terms and conditions of our Trust
         Certificate and the Trust Agreement.


                                       Very truly yours,

                                       _________________________________________
                                       Name of Purchaser

                                       By:______________________________________
                                          Name:
                                          Title:


Accepted and Acknowledged this
_______th day of ____________, _________.


DELAWARE TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity,
but solely as Owner Trustee


By:___________________________________
   Name:
   Title:

<PAGE>


                                    EXHIBIT 3

                                  FEE SCHEDULE


                              INITIAL FEE - $2,000

                       ANNUAL ADMINISTRATION FEE - $2,500