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                                                                   Exhibit 10.10

                                                                  EXECUTION COPY

                                  $838,775,000

             COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2003-A

                             UNDERWRITING AGREEMENT

                                                               February 25, 2003

Salomon Smith Barney Inc.,
UBS PaineWebber Inc.
UBS Warburg LLC
c/o Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:

      1. Introductory. Collegiate Funding of Delaware, L.L.C. (the "Sponsor")
has previously filed a registration statement with the Securities and Exchange
Commission relating to the issuance and sale from time to time of up to $2
billion of student loan asset-backed notes. Collegiate Funding Services, L.L.C,
a Virginia limited liability company ("Collegiate Funding") owns the Sponsor
directly. The Sponsor proposes to cause Collegiate Funding Services Education
Loan Trust 2003-A (the "Trust") to issue and sell to Salomon Smith Barney Inc.,
UBS PaineWebber Inc. and UBS Warburg LLC (each, an "Underwriter" and
collectively, the "Underwriters") $125,000,000 principal amount of its Class A-1
Student Loan Asset-Backed Notes, Series 2003-A (the "Class A-1 Notes"),
$319,025,000 principal amount of its Class A-2 Student Loan Asset-Backed Notes,
Series 2003-A (the "Class A-2 Notes"), $116,950,000 principal amount of its
Class A-3 Student Loan Asset-Backed Notes, Series 2003-A (the "Class A-3
Notes"), $116,950,000 principal amount of its ClassA-4 Student Loan Asset-Backed
Notes, Series 2003-A (the "Class A-4 Notes"), $59,250,000 principal amount of
its Class A-5 Student Loan Asset-Backed Notes, Series 2003-A (the "Class A-5
Notes"), $59,250,000 principal amount of its Class A-6 Student Loan Asset-Backed
Notes, Series 2003-A (the "Class A-6 Notes") and $42,350,000 principal amount of
its Class B Student Loan Asset-Backed Notes, Series 2003-A (the "Class B Notes"
and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class
A-4 Notes, Class A-5 Notes and Class A-6 Notes, the "Notes"). The Trust will be
formed by the Sponsor pursuant to a trust agreement, to be dated as of February
1, 2003 (as amended and supplemented from time to time, the "Trust Agreement"),
between the Sponsor and Wilmington Trust Company, as Delaware Trustee (the
"Delaware Trustee"). The assets of the Trust will include, among other things, a
pool of student loans (the "Initial Financed Student Loans") and all amounts
collected thereunder on and after the Closing Date, as defined below. Such
Initial Financed Student Loans will be acquired by the Trust from the Sponsor
pursuant to a loan purchase agreement, to be dated as of February 1, 2003 (as
amended and supplemented from time to time, the "Sponsor Student Loan Purchase
Agreement"), among the Trust, Collegiate Funding and the Sponsor. After the
Closing Date, the Trust may acquire additional student loans pursuant to the
Sponsor Student Loan Purchase Agreement (such additional Student Loans, together
with the Initial Financed Student Loans, being referred to herein, collectively,
as the "Financed Student Loans"). The Sponsor will acquire the Initial Financed
Student Loans to be sold pursuant to the Sponsor Student Loan Purchase Agreement
from an existing trust of which the Sponsor is the sponsor (the "Seller")
pursuant to a loan purchase agreement, to be dated as of February 1,

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2003 (as amended and supplemented from time to time, the "Seller Student Loan
Purchase Agreement"), between the Sponsor and the Seller. The Financed Student
Loans are to be serviced by Collegiate Funding Master Servicing, L.L.C. (the
"Master Servicer") pursuant to a servicing agreement, to be dated as of February
1, 2003 (as amended and supplemented from time to time, the "Master Servicing
Agreement"), among the Trust, the Master Servicer and the Indenture Trustee, as
hereinafter defined. In turn, the Master Servicer will enter into a servicing
agreement, to be dated as of February 1, 2003 (as amended and supplemented from
time to time, the "Sub-Servicing Agreement"), with SunTech, Inc. (the
"Sub-Servicer") pursuant to which the Sub-Servicer will service the Financed
Student Loans on behalf of the Master Servicer. The Financed Student Loans have
been and will be originated pursuant to a student loan origination and servicing
agreement (the "Origination Agreement"), between the Sponsor and SunTech, Inc.
(the "Originating Agent"). The Notes will be issued pursuant to an indenture, to
be dated as of February 1, 2003 (as amended and supplemented from time to time,
the "Indenture"), between the Trust and U.S. Bank National Association, as
indenture trustee (the "Indenture Trustee") and as eligible lender trustee (the
"Eligible Lender Trustee"). In addition, pursuant to an administration
agreement, to be dated as of February 1, 2003 (as amended and supplemented from
time to time, the "Administration Agreement"), among the Trust, Collegiate
Funding Portfolio Administration, L.L.C. (the "Administrator") and the Indenture
Trustee, the Administrator will agree to perform certain administrative tasks on
behalf of the Trust. The Trust will have the benefit of an interest LIBOR Swap
issued pursuant to an ISDA Master Agreement and related confirmation, each to be
dated February 28, 2003 (the "LIBOR Swap Agreement"), between the Indenture
Trustee and Citibank, N.A. (the "LIBOR Swap Counterparty"). The Trust will also
enter into an interest rate cap agreement issued pursuant to an ISDA Master
Agreement and related confirmation (the "Rate Cap Agreement"), between the
Indenture Trustee and The Bank of New York (the "Rate Cap Counterparty"). The
Trust and the Indenture Trustee will also enter into an investment agreement,
dated as of the Closing Date (the "Investment Agreement"), with FGIC Capital
Market Services, Inc. (the "Investment Agreement Provider").

      In connection with the determination of the interest rates on the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the
Class B Notes (collectively, the "Auction Rate Notes"), the Trust and the
Indenture Trustee will enter into an auction agent agreement, to be dated as of
February 1, 2003 (as amended and supplemented from time to time, the "Auction
Agent Agreement"), with The Bank of New York, as auction agent (the "Auction
Agent"). The Auction Agent will, in turn, enter into broker-dealer agreements,
each to be dated as of February 1, 2003 (each, as amended and supplemented from
time to time, a "Broker-Dealer Agreement"), with Salomon Smith Barney Inc. (with
respect to the Class A-3 Notes, the Class A-4 Notes and the Class B Notes) and
UBS PaineWebber Inc. (with respect to the Class A-5 Notes and the Class A-6
Notes). The Indenture Trustee will enter into market agent agreements, each to
be dated as of February 1, 2003 (each, as amended and supplemented from time to
time, a "Market Agent Agreement"), with Salomon Smith Barney Inc. (with respect
to the Class A-3 2 Notes, the Class A-4 Notes and the Class B Notes) and UBS
PaineWebber Inc. (with respect to the Class A-5 Notes and the Class A-6 Notes).

      The Trust, the Indenture Trustee and the Eligible Lender Trustee will
enter into a joint sharing agreement, dated February 1, 2003 (as amended and
supplemented from time to time, the "Joint Sharing Agreement"), with such other
entities for which the Eligible Lender Trustee is an eligible lender trustee and
uses the same eligible lender number for the holding of student loans as it uses
for the Financed Student Loans.

      Capitalized terms used and not otherwise defined herein shall have the
meanings given them in the Prospectus (as hereinafter defined) or, if not
defined therein, as defined in the

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Indenture. As used herein, the term "Basic Documents" refers to this Agreement,
the Trust Agreement, the Indenture, the Master Servicing Agreement, the
Sub-Servicing Agreement, the Origination Agreement, the Administration
Agreement, the Sponsor Student Loan Purchase Agreement, the Seller Student Loan
Purchase Agreement, the Guarantee Agreements, the LIBOR Swap Agreement, the Rate
Cap Agreement, the Investment Agreement, the Auction Agent Agreement, the
Broker-Dealer Agreements, the Market Agent Agreements, the Joint Sharing
Agreement, the eligible lender trust agreements, to be entered into between the
Sponsor and the Trust, respectively, and U.S. Bank National Association, as
eligible lender trustee, and the letter of representations, given by the Trust
and the Indenture Trustee to The Depository Trust Company ("DTC") in connection
with the registration of the Notes.

      2. Representations and Warranties of the Sponsor and Collegiate Funding
The Sponsor and Collegiate Funding each represent and warrant to and agree with
the Underwriters that:

            (a) A registration statement on Form S-3 (No. 333-102258),
      including a form of prospectus, relating to the Notes has been filed with
      the Securities and Exchange Commission (the "Commission"); such
      registration statement and any post-effective amendment thereto, each in
      the form heretofore delivered or to be delivered to the Underwriters and
      excluding exhibits to such registration statement but including all
      documents incorporated by reference in the prospectus contained therein,
      to the Underwriters, have been declared effective by the Commission in
      such form; no other document with respect to such registration statement
      or document incorporated by reference therein has heretofore been filed or
      transmitted for filing with the Commission (other than prospectuses filed
      pursuant to Rule 424(b) ("Rule 424(b)") of the rules and regulations of
      the Commission under the Securities Act of 1933, as amended (the "Act"),
      each in the form heretofore delivered to the Underwriters); and no stop
      order suspending the effectiveness of such registration statement has been
      issued and no proceeding for that purpose has bee initiated or threatened
      by the Commission. The various parts of such registration statement
      including all exhibits thereto and the documents incorporated by reference
      in the prospectus contained in the registration statement at the time such
      registration statement became effective (but excluding the Form T-1 filed
      in connection therewith), each as amended at the time such part of such
      registration statement became effective, is hereinafter referred to as the
      "Registration Statement," and the prospectus included in such Registration
      Statement, as supplemented to reflect the terms of the Notes as first
      filed with the Commission after the date of this Agreement pursuant to and
      in accordance with Rule 424(b), is hereinafter referred to as the
      "Prospectus," a "preliminary prospectus" means any form of prospectus,
      including any prospectus supplement, relating to the Notes used prior to
      the date of this Agreement that is subject to completion; the "Base
      Prospectus" means the base prospectus dated February 13, 2003, included in
      the Prospectus; the "Prospectus Supplement" means the prospectus
      supplement dated the date hereof included in the Prospectus.

            (b) The Registration Statement and the Prospectus conform, and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act"), and the rules and regulations of the Commission
      thereunder and do not and will not as of the applicable effective date as
      to the Registration Statement and any amendment thereto and as of the
      applicable filing date as to the Prospectus and any amendment or
      supplement thereto, contain an untrue statement of a material fact or omit
      to state a material fact required to be stated therein or

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      necessary to make the statements therein not misleading. The preceding
      sentence does not apply to statements in or omissions from such documents
      based upon written information furnished to the Sponsor by the
      Underwriters specifically for use therein, it being understood that the
      only such information consists of the Underwriters' Information (as
      defined in Section 7(b) hereof).

            (c) The Notes are "asset backed securities" within the meaning of,
      and satisfy the requirements for use of, Form S-3 under the Act.

            (d) The documents incorporated by reference in the Registration
      Statement and Prospectus, when they become effective or hereafter become
      effective, or at the time they were or hereafter are filed with the
      Commission, complied and will comply in all material respects with the
      requirements of the Act, the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), and the Trust Indenture Act and the rules and
      regulations of the Commission thereunder and none of such documents
      contained an untrue statement of a material fact or omitted to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading.

            (e) Each of Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer and the Administrator is duly organized, validly existing and in
      good standing under the laws of its respective jurisdiction of
      organization, is duly qualified to transact business in each jurisdiction
      in which it is required to be so qualified and has all necessary licenses,
      permits and consents to conduct its business as currently conducted and as
      described in the Prospectus and to perform its obligations under the Basic
      Documents except where the failure to be so qualified or to have such
      licenses, permits or consents would not have a material adverse affect on
      Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
      Administrator , as applicable, or on its ability to perform its
      obligations under the Basic Documents.

            (f) This Agreement and each of the other Basic Documents to which
      Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
      Administrator is a party has been duly authorized and, when executed and
      delivered by Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer or the Administrator, as applicable, will constitute a valid and
      binding agreement of Collegiate Funding, the Sponsor, the Seller, the
      Master Servicer and the Administrator, respectively, enforceable against
      the Sponsor, the Seller, the Master Servicer and the Administrator,
      respectively, in accordance with its terms, subject as to the enforcement
      of remedies (x) to applicable bankruptcy, insolvency, reorganization,
      moratorium, and other similar laws affecting creditors' rights generally,
      (y) to general principles of equity (regardless of and whether the
      enforcement of such remedies is considered in a proceeding in equity or at
      law), and (z) with respect to rights of indemnity under this Agreement, to
      limitations of public policy under applicable securities laws.

            (g) None of Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer or the Administrator is in breach or violation of (i) its
      organizational documents or (ii) any indenture, mortgage, deed or trust,
      lease, credit or security agreement or other agreement or instrument to
      which it is a party or by which it or its properties may be bound, or in
      violation of any applicable law, statute, regulation or ordinance or any
      governmental body having jurisdiction over it, except where such breach or
      violation would not have a material adverse affect on Collegiate Funding,
      the Sponsor, the Master

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      Servicer or the Administrator, as applicable, or in its ability to perform
      its obligations under the Basic Documents.

            (h) Other than as contemplated by this Agreement or as disclosed in
      the Prospectus, there is no broker, finder or other party that is entitled
      to receive from the Sponsor, or any affiliate thereof or the Underwriters,
      any brokerage or finder's fee or other fee or commission as a result of
      any of the transactions contemplated by this Agreement.

            (i) Neither the Sponsor nor any of its affiliates has entered into,
      nor will it enter into, any contractual arrangement with respect to the
      distribution of the Notes, except for this Agreement.

            (j) The Trust is not an "investment company" and is not required to
      be registered as an "investment company," as such term is defined in the
      Investment Company Act of 1940, as amended (the "Investment Company Act").

            (k) As of the Closing Date (as defined below), the representations
      and warranties of Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer and the Administrator, in each of their respective capacities
      under each of the Basic Documents to which they are a party, will be true
      and correct in all material respects as of the date of such representation
      or warranty was given and each such representation and warranty is so
      incorporated herein by this reference.

            (1) The Trust's assignment of the Collateral to the Indenture
      Trustee pursuant to the Indenture will vest in the Indenture Trustee, for
      the benefit of the Noteholders, a first priority perfected security
      interest therein, subject to no other outstanding Lien.

            (m) The Notes have been duly authorized on behalf of the Trust. The
      Notes, when duly and validly executed, authenticated and delivered in
      accordance with the Indenture, and delivered and paid for pursuant hereto,
      will constitute legally valid and binding obligations of the Trust,
      entitled to the benefits of the Indenture and enforceable in accordance
      with their terms, subject as to enforceability to the effects of
      applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium and similar laws now or hereafter in effect relating to
      creditors' rights generally and subject to general principles of equity
      (whether in a proceeding at law or in equity).

            (n) Neither the execution, delivery or performance of any of the
      Basic Documents by Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer or the Administrator, nor the issuance, sale and delivery of the
      Notes, nor the fulfillment of the terms of the Notes, will conflict with,
      or result in a breach, violation or acceleration of, or constitute a
      default under, any term or provision of the formation documents of
      Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
      Administrator, any material indenture or other material agreement or
      instrument to which Collegiate Funding, the Sponsor, the Seller, the
      Master Servicer or the Administrator is a party or by which any of them or
      their properties is bound or result in a violation of or contravene the
      terms of any statute, order or regulation applicable to Collegiate
      Funding, the Sponsor, the Seller, the Master Servicer or the Administrator
      of any court, regulatory body, administrative agency, governmental body or
      arbitrator having jurisdiction over Collegiate Funding, the Sponsor, the
      Seller, the Master Servicer or the Administrator, or

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      will result in the creation of any lien upon any material property or
      assets of Collegiate Funding, the Sponsor, the Seller, the Master Servicer
      or the Administrator (other than pursuant to the Basic Documents).

            (o) Other than as disclosed in the Prospectus, there are no legal or
      governmental proceedings pending to which Collegiate Funding, the Sponsor,
      the Seller, the Master Servicer or the Administrator is a party or of
      which any of its properties is the subject, which, if determined adversely
      to Collegiate Funding, the Sponsor, the Seller, the Master Servicer or the
      Administrator, would individually or in the aggregate have a material
      adverse effect on the financial position, shareholders' equity or results
      of operations of any of them; and, to the best of Collegiate Funding's and
      the Sponsor's knowledge, no such proceedings are threatened or
      contemplated by governmental authorities or others.

            (p) No consent, license, approval, authorization or order of or
      declaration or filing with any governmental authority is required for the
      issuance of the Notes or sale of the Notes or the consummation of the
      other transactions contemplated by this Agreement or the other Basic
      Documents, except for state securities or Blue Sky laws and except such as
      have been or will have been prior to the Closing Date duly made or
      obtained.

            (q) Since the respective dates as of which information is given in
      the Registration Statement and the Prospectus, as amended prior to the
      date hereof, there has not been any material adverse change, or any
      development which could reasonably be expected to result in a material
      adverse change, in or affecting the financial position, shareholders'
      equity or results of operations of Collegiate Funding, the Sponsor, the
      Seller, the Master Servicer or the Administrator, or the Sponsor's, the
      Seller's, the Servicer's or the Administrator's ability to perform its
      obligations under this Agreement or any of the other Basic Documents to
      which it is a party.

            (r) Any taxes, fees and other governmental charges owed by
      Collegiate Funding, the Sponsor, the Seller, the Master Servicer, the
      Administrator or the Trust due on or prior to the Closing Date (including,
      without limitation, sales taxes) in connection with the execution,
      delivery and issuance of this Agreement, the other Basic Documents and the
      Notes have been or will have been paid at or prior to the Closing Date,
      except for taxes, fees and other governmental charges in respect of which
      the validity thereof will be contested in good faith by appropriate
      proceedings.

            (s) Under generally accepted accounting principles, (i) the Seller
      will report its transfer of the Financed Student Loans transferred by it
      to the Sponsor pursuant to the Seller Student Loan Purchase Agreement as a
      sale of the Financed Student Loans for financial accounting purposes and
      (ii) the Sponsor will report its transfer of the Financed. Student Loans
      to the Trust pursuant to the Sponsor Student Loan Purchase Agreement as a
      sale of the Financed Student Loans for financial accounting purposes (it
      being understood, however, that the sales described in clauses (i) and
      (ii) may not be recognized for accounting purposes due to the application
      of consolidated financial reporting).

            (t) Immediately prior to the transfer thereof by the Seller to the
      Sponsor, the Seller will be the sole owner of all right, title and
      interest in, and will have good and marketable title to, the Financed
      Student Loans to be transferred to the Sponsor. Pursuant to the Seller
      Student Loan Purchase Agreement, the Seller will transfer to the Sponsor
      ownership of the Initial Financed Student Loans. Immediately prior to the
      transfer thereof

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      to the Trust, the Sponsor will be the sole owner of all right, title and
      interest in, and will have good and marketable title to, the Financed
      Student Loans. The assignment of the Financed Student Loans, all documents
      and instruments relating thereto and all proceeds thereof to the Trust,
      pursuant to the Sponsor Student Loan Purchase Agreement, vests in the
      Indenture Trustee and the Eligible Lender Trustee, as appropriate, on
      behalf of the Trust all interests which are purported to be conveyed
      thereby, free and clear of any liens, security interests or encumbrances,
      other than those contemplated by the Basic Documents.

            (u) Immediately upon the transfer of Financed Student Loans by the
      Seller to the Sponsor pursuant to the Seller Student Loan Purchase
      Agreement, the Sponsor's interest in such Financed Student Loans and the
      proceeds thereof shall be perfected by the filing of UCC-1 financing
      statements naming the Seller and its eligible lender trustee, as debtors,
      the Sponsor and its eligible lender trustee, as secured parties, and the
      Indenture Trustee, as assignee (the "Seller Financing Statements") in the
      offices specified in Schedule I and there shall be no unreleased UCC
      financing statements filed against the Seller or its eligible lender
      trustee in such Financed Student Loans other than the Seller Financing
      Statements. If a court concludes that the transfer of such Financed
      Student Loans from the Seller to the Sponsor is a sale, the interest of
      the Sponsor in the Financed Student Loans and the proceeds thereof will be
      perfected upon the filing of the Seller Financing Statements in the
      offices specified in Schedule I. If a court concludes that such transfer
      is not a sale, the Seller Student Loan Purchase Agreement and the
      transactions contemplated thereby shall constitute a grant by the Seller
      to the Sponsor of a valid security interest in the Financed Student Loans
      and the proceeds thereof, which security interest will be perfected upon
      the filing of the Seller Financing Statements in the office specified in
      Schedule I. No filing or other action, other than the filing of the Seller
      Financing Statements in the offices specified in Schedule I and any
      related continuation statements, is necessary to perfect and maintain the
      interest or the security interest of the Sponsor in the Financed Student
      Loans and the proceeds thereof against third parties.

            (v) Immediately upon the transfer of the Financed Student Loans by
      the Sponsor to the Trust pursuant to the Sponsor Student Loan Purchase
      Agreement, the Trust's interest in the Financed Student Loans and the
      proceeds thereof shall be perfected by the filing of UCC-1 Financing
      Statements naming the Sponsor and its eligible lender trustee, as debtors,
      the Trust and the Eligible Lender Trustee, as secured parties, and the
      Indenture Trustee, as assignee (the "Sponsor Financing Statements") in the
      offices specified in Schedule I and there shall be no unreleased UCC
      financing statements filed against the Sponsor or its eligible lender
      trustee in the Financed Student Loans other than the Sponsor Financing
      Statements. If a court concludes that the transfer of the Financed Student
      Loans from the Sponsor to the Trust is a sale, the interest of the Trust
      in the Financed Student Loans and the proceeds thereof will be perfected
      upon the filing of the Sponsor Financing Statements in the offices
      specified in Schedule I. If a court concludes that such transfer is not a
      sale, the Sponsor Student Loan Purchase Agreement and the transactions
      contemplated thereby constitute a grant by the Sponsor to the Trust of a
      valid security interest in the Financed Student Loans and the proceeds
      thereof, which security interest will be perfected upon the filing of the
      Sponsor Financing Statements in the offices specified in Schedule I. No
      filing or other action, other than the filing of the Sponsor Financing
      Statements in the offices specified in Schedule I and any related
      continuation statements, is necessary to perfect and maintain the interest
      or the security interest of the Trust in the Financed Student Loans and
      the proceeds thereof against third parties.

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            (w) The Indenture and the transactions contemplated thereby
      constitute a grant by the Trust and the Eligible Lender Trustee to the
      Indenture Trustee of a valid security interest in the Collateral and the
      proceeds thereof, which security interest will be perfected upon the
      filing of UCC-1 Financing Statements naming the Trust and the Eligible
      Lender Trustee, as debtors, and the Indenture Trustee, as secured party
      (the "Trust Financing Statements"), in the offices specified in Schedule I
      and there shall be no unreleased UCC financing statements filed against
      the Trust or the Eligible Lender Trustee in the Collateral other than the
      Trust Financing Statements. No filing or other action, other than the
      filing of the Trust Financing Statements and any related continuation
      statements, is necessary to perfect and maintain the interest or the
      security interest of the Indenture Trustee in the Collateral and the
      proceeds thereof against third parties.

            (x) The Trust Agreement need not be qualified under the Trust
      Indenture Act of 1939, as amended.

            (y) The Indenture has been qualified under the Trust Indenture Act
      of 1939, as amended.

      3. Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Sponsor agrees to cause the Trust to
sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Trust, the principal amount of each class of Notes set
forth opposite the name of such Underwriter on Schedule II hereto at a purchase
price equal to the product of the "Price %" as specified on Schedule III hereto
for such class of Notes and the principal amount of each class of Notes set
forth opposite the name of such Underwriter on Schedule II hereto. The Notes
shall mature on the dates, and shall bear interest at the respective rates,
described in the Prospectus Supplement. For the periods from the Closing Date
through the ends of the respective Initial Auction Periods, (a) the Class A-3
Notes, the Class A-4 Notes and the Class B Notes shall bear interest at rates
not to exceed 3.00% per annum, to be agreed to by the Sponsor and Salomon Smith
Barney Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear
interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor
and UBS PaineWebber Inc.

      The Sponsor will deliver the Notes to the Underwriters, against payment of
the purchase price to or upon the order of the Sponsor by wire transfer in
federal (same day) funds, at the office of Stroock & Stroock & Lavan LLP, 180
Maiden Lane, New York, New York 10038, at 10:00 a.m., New York time on February
28, 2003, or at such other time not later than seven full business days
thereafter as the Underwriters and the Sponsor agree in writing, such time being
herein referred to as the "Closing Date." The Notes to be so delivered will be
initially represented by one or more Notes registered in the name of Cede & Co.,
the nominee of DTC. The interests of beneficial owners of the Notes will be
represented by book entries on the records of DTC and participating members
thereof. Definitive Notes will be available only under the limited circumstances
specified in the Basic Documents.

      4. Offering by Underwriters. It is understood that the Underwriters
propose to offer the Notes for sale to the public (which may include selected
dealers) on the terms set forth in the Prospectus.

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      5. Covenants of the Sponsor. The Sponsor covenants and agrees with the
Underwriters that:

            (a) The Sponsor will file the Prospectus in a form approved by the
      Underwriters with the Commission pursuant to and in accordance with
      subparagraph (2) (or, if applicable and if consented to by the
      Underwriters, subparagraph (5)) of Rule 424(b) no later than the second
      business day following the execution and delivery of this Agreement. The
      Sponsor will advise the Underwriters promptly of any such filing pursuant
      to Rule 424(b).

            (b) The Sponsor will advise the Underwriters promptly of any
      proposal to amend or supplement the Registration Statement or the
      Prospectus in connection with the offering of the Notes and will not
      effect such amendment or supplementation without the consent of the
      Underwriters, which consent shall not be unreasonably withheld or delayed;
      and the Sponsor will advise the Underwriters promptly of any amendment or
      supplementation of the Registration Statement or the Prospectus in
      connection with the offering of the Notes and of the institution by the
      Commission of any stop order proceedings in respect of the Registration
      Statement and will use its best efforts to prevent the issuance of any
      such stop order and to obtain as soon as possible its lifting, if issued.

            (c) If, at any time when a prospectus relating to the Notes is
      required to be delivered by an Underwriter or dealer, either (i) any event
      occurs as a result of which the Prospectus as then amended or supplemented
      would include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading, or
      (ii) for any other reason it shall be necessary to amend or supplement the
      Prospectus to comply with the Act, the Sponsor promptly will notify the
      Underwriters of such event and promptly will prepare, at its own expense,
      an amendment or supplement which will correct such statement or omission.
      Neither the Underwriters' consent to, nor the Underwriters' distribution
      of any amendment or supplement to the Prospectus shall constitute a waiver
      of any of the conditions set forth in Section 6 hereof.

            (d) The Sponsor will, so long as delivery of a prospectus by an
      underwriter or dealer is required by the Act, furnish to the Underwriters
      copies of any preliminary prospectus, the Prospectus, the Registration
      Statement and all amendments and supplements to such documents, in each
      case as soon as available and in such quantities as the Underwriters
      reasonably request.

            (e) The Sponsor will take all actions which are necessary to arrange
      for the qualification of the Notes for offering and sale under the laws of
      such jurisdictions as the Underwriters designate and will continue such
      qualifications in effect so long as required under such laws for the
      distribution of the Notes; provided, however, that in no event shall the
      Sponsor be obligated to qualify as a foreign corporation or to execute a
      general or unlimited consent or take any action that would subject it to
      service of process in any such jurisdiction.

            (f) The Sponsor shall, at all times upon request of the Underwriters
      or their advisors, or both, from the date hereof through the Closing Date,
      (i) make available to the Underwriters or its advisors, or both, prior to
      acceptance of its purchase, such information (in addition to that
      contained in the Registration Statement and the Prospectus)

<PAGE>

      concerning the offering, the Sponsor and any other relevant matters as
      they possess or can acquire without unreasonable effort or expense,
      including any and all documentation requested in connection with its due
      diligence efforts regarding information in the Registration Statement and
      the Prospectus and in order to evidence the accuracy or completeness of
      any of the conditions contained in this Agreement and (ii) provide the
      Underwriters or its advisors, or both, prior to acceptance of its
      subscription, the reasonable opportunity to ask questions of Collegiate
      Funding, the Sponsor, the Seller, the Master Servicer and the
      Administrator with respect to such matters.

            (g) Until the retirement of the Notes, the Sponsor will deliver to
      the Underwriters the annual statements of compliance and the annual
      independent certified public accountants' reports furnished to the
      Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic
      Documents, as soon as such statements and reports are furnished to the
      Indenture Trustee or the Eligible Lender Trustee.

            (h) So long as any of the Notes are outstanding, the Sponsor will
      furnish to the Underwriters as soon as practicable after the end of the
      fiscal year, all documents required to be distributed to Noteholders or
      filed with the Commission on behalf of the Sponsor pursuant to the
      Exchange Act, or any order of the Commission thereunder.

            (i) On or before the Closing Date (or, in the case of Financed
      Student Loans to be acquired after by the Trust from the Sponsor pursuant
      to the Sponsor Student Loan Purchase Agreement after the Closing Date, on
      or before the date of such acquisition), the Sponsor shall cause the
      computer records of the Sponsor, the Seller, the Master Servicer, the
      Sub-Servicer, the Originating Agent and the Administrator relating to the
      Financed Student Loans to show the ownership by the Eligible Lender
      Trustee on behalf of the Trust of the Financed Student Loans, and from and
      after the Closing Date (or such later date of acquisition) none of the
      Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the
      Originating Agent or the Administrator shall take any action inconsistent
      with the ownership by the Eligible Lender Trustee on behalf of the Trust
      of such Financed Student Loans, other than as permitted by the Master
      Servicing Agreement.

            (j) To the extent, if any, that any of the ratings provided with
      respect to the Notes by the rating agency or agencies that initially rate
      any of the Notes are conditioned upon the furnishing of documents or the
      taking of any other actions by the Sponsor, the Seller, the Master
      Servicer, the Sub-Servicer, the Originating Agent or the Administrator on
      or prior to the Closing Date, the Sponsor shall or shall cause the
      Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the
      Originating Agent or the Administrator, as applicable, to furnish such
      documents and take any such other actions. A copy of any such documents
      shall be provided to the Underwriters at the time it is delivered to the
      rating agencies.

            (k) The Sponsor will pay all expenses incident to the performance of
      its obligations under this Agreement, including, with limitation, (i) the
      printing and filing of the documents (including the Registration Statement
      and the Prospectus), (ii) the preparation, issuance and delivery of the
      Notes to the Underwriters, (iii) the fees and disbursements of the
      Sponsor's, the Seller's, the Master Servicer's and the Administrator's
      counsel (including without limitation, local counsel) and accountants,
      (iv) the qualification of the Notes under state securities laws, including
      filing fees and the fees and disbursements of counsel for the Underwriters
      in connection therewith and in connection with the preparation of any blue
      sky or legal investment survey, if any is

<PAGE>

      requested, (v) the printing and delivery to the Underwriters of copies of
      the Registration Statement and the Prospectus and each amendment thereto,
      (vi) the reasonable expenses of the Underwriters (other than its counsel),
      (vii) the fees and reasonable expenses of counsel to the Underwriters,
      (viii) any fees charged by rating agencies for the rating of the Notes,
      (ix) the fees and expenses of the Trust and its counsel, (x) the fees and
      expenses of the Delaware Trustee, the Indenture Trustee and the Eligible
      Lender Trustee, and each of theft counsel, and (xi) any set-up fee charged
      by the LIBOR Swap Counterparty or the Rate Cap Counterparty.

            (1) The Sponsor will cause the Trust to make generally available to
      holders of Notes, as soon as practicable, but in any event not later than
      eighteen months after the effective date of the Registration Statement (as
      defined in Rule 158(c) under the Act), an earnings statement of the Trust
      (which need not be audited) complying with Section 11(a) of the Act
      (including, at the option of the Sponsor, Rule 158).

      6. Conditions of the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Notes will be subject to the
accuracy, as of the date hereof and as of the Closing Date, of the
representations and warranties of Collegiate Funding and the Sponsor herein, to
the accuracy of the written statements of officers of Collegiate Funding, the
Sponsor, the Seller, the Master Servicer, the Administrator, the Sub-Servicer,
the Originating Agent, the Delaware Trustee, the Indenture Trustee and the
Eligible Lender Trustee made pursuant to the provisions of this Section, to the
performance by Collegiate Funding and the Sponsor of their obligations hereunder
and to the following additional conditions precedent:

            (a) The Underwriters shall have received a letter, of Ernst & Young,
      LLP, dated on or prior to the date hereof, confirming that such
      accountants are independent public accountants within the meaning of the
      Act, and substantially in the form of the drafts to which the Underwriters
      have previously agreed and otherwise in form and substance satisfactory to
      the Underwriters and counsel for the Underwriters (i) regarding certain
      numerical information contained in the Prospectus and (ii) relating to
      certain agreed-upon procedures.

            (b) The Prospectus shall have been filed with the Commission in
      accordance with the Act and Section 5(a) hereof. On or prior to the
      Closing Date, no stop order suspending the effectiveness of the
      Registration Statement shall have been issued and no proceedings for that
      purpose shall have been instituted or, to the knowledge of the Sponsor,
      shall be contemplated by the Commission.

            (c) Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred (i) any change, or any development involving
      a prospective change, in or affecting the Financed Student Loans or
      particularly the business or properties of the Trust, Collegiate Funding,
      the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the
      Originating Agent, the Administrator or the LIBOR Swap Counterparty,
      which, in the sole discretion of the Underwriters, materially impairs the
      investment quality of the Notes; (ii)any downgrading in the rating of any
      securities of Collegiate Funding, the Sponsor, the Seller, the Master
      Servicer, the Sub-Servicer or the Originating Agent, by any "nationally
      recognized statistical rating organization" (as defined for purposes of
      Rule 436(g) under the Act), or any public announcement that any such
      organization has under surveillance or review its rating of any such debt
      securities (other than an announcement with positive implications of a
      possible upgrading, and no implication of a possible downgrading, of such
      rating); (iii)any suspension or limitation of trading in

<PAGE>

      securities generally on the New York Stock Exchange, American Stock
      Exchange, or NASDAQ National Market, or any setting of minimum or maximum
      prices for trading on such exchange; (iv)any banking moratorium declared
      by Federal or New York authorities; (v)any outbreak or escalation of
      hostilities in which the United States is involved, any declaration of war
      or national emergency by Congress, any material disruption in the
      financial markets or any other substantial national or international
      calamity or emergency if, in the sole judgment of the Underwriters, the
      effect of any such outbreak, escalation, declaration, material disruption,
      calamity or emergency makes it impractical or inadvisable to proceed with
      the public offering or the delivery of the Notes as contemplated by the
      Registration Statement, as amended as of the date hereof, or (vi) a
      material disruption has occurred in securities settlement or clearance
      services in the United States.

            (d) On the Closing Date, each of the Basic Documents and the Notes
      shall have been duly authorized, executed and delivered by the parties
      thereto, shall be in full force and effect and no default shall exist
      thereunder, and the Indenture Trustee and the Underwriters shall each have
      received a fully executed copy thereof or, with respect to the Notes, a
      conformed copy thereof. The Basic Documents and the Notes shall be
      substantially in the forms heretofore provided to the Underwriters.

            (e) The Underwriters shall have received an opinion of Robert
      Barlow, dated the Closing Date and satisfactory in form and substance to
      the Underwriters, to the effect that:

                  (i) Each of Collegiate Funding, the Master Servicer and the
            Administrator has been duly formed and is validly existing as a
            limited liability company in good standing under the laws of its
            jurisdiction of organization, with full power and authority to own
            its properties and conduct its business, and is duly qualified to
            transact business and is in good standing in each jurisdiction in
            which its failure to qualify would have a material adverse effect
            upon transactions contemplated by the Basic Documents and its
            business or the ownership of its property.

                  (ii) Each of the Basic Documents to which Collegiate Funding,
            the Master Servicer or the Administrator is a party is the legal,
            valid and binding obligation of Collegiate Funding, the Master
            Servicer and the Administrator, as applicable, enforceable against
            Collegiate Funding, the Master Servicer and the Administrator in
            accordance with its terms.

                  (iii) Neither the execution, delivery and performance by
            Collegiate Funding, the Master Servicer or the Administrator,
            respectively, of the Basic Documents to which it is a party, nor the
            consummation by Collegiate Funding, the Master Servicer or the
            Administrator, as applicable, of the transactions contemplated
            thereby, will conflict with or result in a breach of any of the
            terms or provisions of, or constitute a default under, or result in
            the creation or imposition of any lien, charge or encumbrance upon
            any of the property or assets of Collegiate Funding, the Master
            Servicer or the Administrator, as applicable, pursuant to the terms
            of the formation documents of Collegiate Funding, the Master
            Servicer or the Administrator, as applicable, or any statute, rule,
            regulation or order of any governmental agency or body, or any court
            having jurisdiction over Collegiate Funding, the Master Servicer or
            the Administrator, as

<PAGE>

            applicable, or its properties, or any agreement or instrument known
            to such counsel after due investigation to which Collegiate Funding,
            the Master Servicer or the Administrator, as applicable, is a party
            or by which Collegiate Funding, the Master Servicer or the
            Administrator, as applicable, or any of its properties is bound.

                  (iv) No authorization, license, approval, consent or order of,
            or filing with, any court or governmental agency or authority is
            necessary in connection with the execution, delivery and performance
            by Collegiate Funding, the Master Servicer or the Administrator,
            respectively, of the Basic Documents to which it is a party, except
            for those which have been obtained and except for those that may be
            required under state securities or Blue Sky laws.

                  (v) There are no legal or governmental proceedings known to
            such counsel to be pending to which Collegiate Funding, the Master
            Servicer or the Administrator is a party or of which any property of
            Collegiate Funding, the Master Servicer or the Administrator is the
            subject, nor are any such proceedings known to such counsel to be
            threatened or contemplated by governmental authorities or threatened
            by others (i) asserting the invalidity of all or any part of the
            Basic Documents to which Collegiate Funding, the Master Servicer or
            the Administrator is a party, or (ii) that could materially
            adversely affect the ability of Collegiate Funding, the Master
            Servicer or the Administrator to perform its obligations under Basic
            Documents to which it is a party.

            Such opinion may contain such assumptions, qualifications and
      limitations as are customary in opinions of this type and are reasonably
      acceptable to counsel to the Underwriters. In rendering such opinion, such
      counsel may state that they express no opinion as to the laws of any
      jurisdiction other than the federal law of the United States of America
      (excluding federal securities and tax laws) and the laws of the State of
      Virginia.

            (f) The Underwriters shall have received an opinion of Stroock &
      Stroock & Lavan LLP, special counsel to the Sponsor and the Seller, dated
      the Closing Date and satisfactory in form and substance to the
      Underwriters, to the effect that:

                  (i) The Sponsor has been duly formed and is validly existing
            as a limited liability company in good standing under the laws of
            its jurisdiction of organization, with full power and authority to
            own its properties, conduct its business and consummate the
            transactions contemplated by the Basic Documents to which it is a
            party.

                  (ii) Each of the Basic Documents to which the Sponsor is a
            party is the legal, valid and binding obligation of the Sponsor
            enforceable against the Sponsor in accordance with its terms.

                  (iii) Each of the Basic Documents to which the Seller is a
            party is the legal, valid and binding obligation of the Seller
            enforceable against the Seller in accordance with its terms.

                  (iv) When the Notes have been duly executed, authenticated and
            delivered in accordance with the Indenture and paid for pursuant to
            this

<PAGE>

            Agreement, the Notes will be validly issued and outstanding,
            entitled to the benefits of the Indenture and enforceable in
            accordance with their terms.

                  (v) The Registration Statement is effective under the Act and,
            to the best of such counsel's knowledge, no stop order suspending
            the effectiveness of the Registration Statement or any part thereof
            or any amendment thereto has been issued under the Act and no
            proceeding for that purpose has been instituted or threatened by the
            Commission.

                  (vi) The Sponsor is not, and will not as a result of the offer
            and sale of the Notes as contemplated in the Prospectus and this
            Agreement become, required to be registered as an "investment
            company" as defined in the Investment Company Act of 1940, as
            amended (the "Investment Company Act").

                  (vii) The Trust is not, and will not as a result of the offer
            and sale of the Notes as contemplated in the Prospectus and this
            Agreement become, required to be registered under the Investment
            Company Act.

                  (viii) The Indenture has been duly qualified under the Trust
            Indenture Act.

                  (ix) The statements in the Prospectus Supplement under the
            headings "Summary of Terms - Federal income tax consequences,"
            "Certain Federal Income Tax Considerations," "Summary of Terms-
            ERISA considerations," and "ERISA Considerations," and in the Base
            Prospectus under the headings "Federal Income Tax Consequences,"
            "ERISA Considerations" and "Description of the Federal Family
            Education Loan Program," to the extent that they constitute
            statements of matters of law or legal conclusions with respect
            thereto, have been reviewed by such counsel and accurately describe
            the matters discussed therein.

                  (x) The Notes will be properly characterized as debt for
            federal income tax purposes under federal income tax law and the
            Trust will not be characterized as an association (or publicly
            traded partnership) taxable as a corporation under federal income
            tax law.

                  (xi) The Registration Statement, as of its effective date, and
            the Prospectus as of the date of this Agreement, and any amendment
            or supplement thereto, as of its date, complied as to form in all
            material respects with the requirements of the Act (except with
            respect to the financial statements, the exhibits, annexes and other
            financial, statistical, numerical or portfolio data, economic
            conditions or financial condition of the portfolio information
            included in or incorporated by reference into the Registration
            Statement relating to the Notes, the Prospectus or any amendment or
            supplement thereto).

                  (xii) No facts have come to such counsel's attention which
            cause them to believe that the Registration Statement, as of its
            effective date, and the Prospectus, as of the date of this
            Agreement, or any amendment or supplement thereto, as of its date
            when it became effective, contained any untrue statement of a
            material fact or omitted to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading, or that the Prospectus on its date contained or on the
            Closing Date contains, any untrue statement of a

<PAGE>

            material fact necessary in order to make the statements therein, in
            the light of the circumstances under which they were made, not
            misleading; provided that such counsel need not express any view
            with respect to (1) the financial, statistical or computational
            material included in or incorporated by reference into the
            Registration Statement, the Prospectus or any amendment or
            supplement thereto, or (2) statements in the Prospectus Supplement
            under the captions "The Student Loan Operations of Collegiate
            Funding Services Education Loan Trust 2003-A Description of
            Subservicer," "Information Relating to the Guarantee
            Agencies--American Student Assistance" or "--Great Lakes Higher
            Education Guaranty Corporation" or "Derivative Product
            Agreements--Counterparty to the Derivative Product Agreements."

            Such opinion may contain such assumptions, qualifications and
      limitations as are customary in opinions of this type and are reasonably
      acceptable to counsel to the Underwriters. In rendering such opinion, such
      counsel may state that they express no opinion as to the laws of any
      jurisdiction other than the federal law of the United States of America
      and the laws of the State of New York and the General Corporation Law of
      the State of Delaware. In rendering such opinion, such counsel may rely on
      the opinion of Richards, Layton & Finger for certain matters relating to
      the laws of the State of Delaware.

            (g) The Underwriters shall have received the opinion or opinions of
      in-house counsel to the Sponsor, the Master Servicer and the Administrator
      and/or such other counsel acceptable to the Underwriters and counsel for
      the Underwriters, dated the Closing Date and satisfactory in form and
      substance to the Underwriters and counsel for the Underwriters, to the
      effect that:

                  (i) The Sponsor is duly qualified to transact business and is
            in good standing in each jurisdiction in which its failure to
            qualify would have a material adverse effect upon transactions
            contemplated by the Basic Documents and its business or ownership of
            its property.

                  (ii) Neither the execution, delivery and performance by the
            Sponsor of the Basic Documents to which it is a party, nor the
            consummation by the Sponsor of the transactions contemplated
            thereby, will conflict with or result in a breach of any of the
            terms or provisions of, or constitute a default under, or result in
            the creation or imposition of any lien, charge or encumbrance upon
            any of the property or assets of the Sponsor, pursuant to the terms
            of the limited liability company agreement of, or any statute, rule,
            regulation or order of any governmental agency or body, or any court
            known to such counsel to be applicable to the Sponsor or its
            properties, or any agreement or instrument known to such counsel to
            which the Sponsor is a party or by which any of its properties are
            bound.

                  (iii) No authorization, license, approval, consent or order
            of, or filing with, any court or governmental agency or authority,
            which has not been obtained or accomplished by the Sponsor, is
            necessary to be obtained or accomplished by the Sponsor in
            connection with the execution, delivery and performance of this
            Agreement and each of other the Basic Documents to which it is a
            party, except for those that may be required under state securities
            or Blue Sky laws.

<PAGE>

                  (iv) There are no legal or governmental proceedings known to
            such counsel to be pending to which the Sponsor, the Master Servicer
            or the Administrator is a party or of which any property of the
            Sponsor, the Master Servicer or the Administrator is the subject,
            nor are any such proceedings known to such counsel to be threatened
            or contemplated by governmental authorities or threatened by others
            (i) asserting the invalidity of all or any part of the Basic
            Documents or (ii) that could materially adversely affect the ability
            of the Sponsor, the Master Servicer or the Administrator to perform
            its obligations under the Basic Agreements to which it is a party.

            Such opinion may contain such assumptions, qualifications and
      limitations as are customary in opinions of this type and are reasonably
      acceptable to counsel to the Underwriters. In rendering such opinion, such
      counsel may state that they express no opinion as to the laws of any
      jurisdiction other than the federal law of the United States of America
      (excluding federal securities and tax laws).

            (h) The Underwriters shall have received opinions of Stroock &
      Stroock & Lavan LLP and Richards, Layton & Finger, each dated the Closing
      Date, satisfactory in form and substance to the Underwriters and counsel
      for the Underwriters to the effect that the Indenture Trustee has a valid
      and perfected, first priority security interest in the Collateral under
      the Indenture.

            (i) The Underwriters shall have received an opinion of Richards,
      Layton & Finger, special counsel to the Seller, dated the Closing Date,
      satisfactory in form and substance to the Underwriters and counsel for the
      Underwriters, to the effect that:

                  (i) The Seller has been duly formed and is validly existing as
            a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.
            Section 3801, et seq. (the "Trust Act"), and has the power and
            authority under the Trust Agreement and the Trust Act to execute,
            deliver and perform its obligations under the Basic Documents to
            which it is a party.

                  (ii) The Trust Agreement is a legal, valid and binding
            obligation of the Seller, enforceable against the Seller in
            accordance with its terms.

                  (iii) Neither the execution, delivery and performance by the
            Seller of the Basic Documents to which it is a party, nor the
            consummation by the Seller of any of the transactions contemplated
            thereby, requires the consent or approval of, the withholding of
            objection on the part of, the giving of notice to, the filing,
            registration or qualification with, or the taking of any other
            action in respect of, any governmental authority or agency of the
            State of Delaware, other than the filing of the Certificate of Trust
            and UCC financing statements with the Secretary of State.

                  (iv) Neither the execution, delivery and performance by the
            Seller of the Basic Documents to which it is a party, nor the
            consummation by the Seller of the transactions contemplated thereby,
            is in violation of its trust agreement or of any law, rule or
            regulation of the State of Delaware applicable to the Seller.

<PAGE>

                  (v) The security interest granted by the Seller to the Sponsor
            in the Financed Student Loans is perfected under Delaware Law.

            (j) The Underwriters shall have received opinions of Stroock Stroock
      & Lavan LLP, in its capacity as counsel to the Sponsor, dated the Closing
      Date and satisfactory in form and substance to the Underwriters and
      counsel for the Underwriters, with respect to the creation of a "true
      sale" with respect to the transfer of the Financed Student Loans from the
      Seller to the Sponsor and nonconsolidation of (a) the Seller and the
      Sponsor and (b) Collegiate Funding and the Sponsor. Such opinions shall be
      limited to the laws of the State of New York and United States federal
      law.

            (k) The Underwriters shall have received an opinion of Stroock
      Stroock & Lavan LLP, in its capacity as counsel to the Sponsor, dated the
      Closing Date and satisfactory in form and substance to the Underwriters
      and counsel for the Underwriters, with respect to the creation of a "true
      sale" or perfected security interest with respect to the transfer of the
      Financed Student Loans from the Sponsor to the Trust and nonconsolidation
      of the Sponsor and the Trust. Such opinion shall be limited to the laws of
      the States of New York and United States federal law.

            (1) The Underwriters shall have received an opinion of counsel to
      the Indenture Trustee and the Eligible Lender Trustee, dated the Closing
      Date and satisfactory in form and substance to the Underwriters and
      counsel for the Underwriters, to the effect that:

                  (i) Each of the Indenture Trustee and the Eligible Lender
            Trustee has been duly organized as a national banking association
            and is validly existing and in good standing under the laws of the
            United States.

                  (ii) Each of the Indenture Trustee and the Eligible Lender
            Trustee has the requisite power and authority to execute, deliver
            and perform its obligations under the Indenture and each other Basic
            Document to which it is a party and has taken all necessary action
            to authorize the execution, delivery and performance by it of the
            Indenture and each such Basic Document.

                  (iii) The Eligible Lender Trustee has the full corporate trust
            power to accept the office of eligible lender trustee under the
            Sponsor Student Loan Purchase Agreement and the Indenture.

                  (iv) Each of the Indenture and each other Basic Document to
            which it is a party has been duly executed and delivered by the
            Indenture Trustee and the Eligible Lender Trustee, as applicable,
            and constitutes a legal, valid and binding obligation of the
            Indenture Trustee and the Eligible Lender Trustee, enforceable
            against the Indenture Trustee and the Eligible Lender Trustee in
            accordance with its respective terms.

                  (v) The Notes have been duly authenticated and delivered by
            the Indenture Trustee in accordance with the terms of the Indenture.

                  (vi) The execution and delivery by the Indenture Trustee and
            the Eligible Lender Trustee of the Indenture and each other Basic
            Document to

<PAGE>

            which it is a party do not require any consent, approval or
            authorization of, or any registration or filing with, any applicable
            governmental authority.

                  (vii) None of (x) the consummation by the Indenture Trustee or
            the Eligible Lender Trustee of the transactions contemplated in the
            Basic Documents, (y) the consummation by the Trust of the
            transactions contemplated in the Basic Documents, or (z) the
            fulfillment of the terms thereof by the Indenture Trustee, the
            Eligible Lender Trustee or the Trust, as the case may be, will
            conflict with, result in a breach or violation of, or constitute a
            default under any law or the Articles of Association, Bylaws or
            other organizational documents of the Indenture Trustee or the
            Eligible Lender Trustee or the terms of any indenture or other
            agreement or instrument known to such counsel after due
            investigation and to which the Indenture Trustee or the Eligible
            Lender Trustee or any of its subsidiaries is a party or by which it
            or any of them is bound or any judgment, order or decree known to
            such counsel to be applicable to the Indenture Trustee or the
            Eligible Lender Trustee or any of its subsidiaries, of any court,
            regulatory body, administrative agency, governmental body or
            arbitrator having jurisdiction over the Indenture Trustee or the
            Eligible Lender Trustee or any of its subsidiaries.

                  (viii) The Eligible Lender Trustee is an "eligible lender" for
            purposes of the FFELP Program in its capacity as eligible lender
            trustee with respect to the Financed Student Loans.

      Such opinion may contain such assumptions, qualifications and limitations
as are customary in opinions of this type and are reasonably acceptable to
counsel to the Underwriters. In rendering such opinion, such counsel may state
that they express no opinion as to the laws of any jurisdiction other than the
federal law of the United States of America and the laws of the State of New
York.

            (m) The Underwriters shall have received an opinion of counsel to
      the Delaware Trustee, dated the Closing Date and satisfactory in form and
      substance to the Underwriters and its counsel, to the effect that:

                  (i) The Delaware Trustee is duly incorporated and is validly
            existing and in good standing as a banking corporation under the
            laws of the State of Delaware and has the power and authority to
            execute, deliver and perform its obligations under the Trust
            Agreement.

                  (ii) The Trust Agreement has been duly authorized, executed
            and delivered by the Delaware Trustee.

                  (iii) Neither the execution, delivery and performance by the
            Delaware Trustee of the Trust Agreement, nor the consummation of any
            of the transactions by the Delaware Trustee contemplated thereby,
            requires the consent or approval of, the withholding of objection on
            the part of, the giving of notice to, the filing, registration or
            qualification with, or the taking of any other action in respect of,
            any governmental authority or agency under the laws of the State of
            Delaware or the federal laws of the United States of America
            governing the trust powers of the Delaware Trustee.

<PAGE>

                  (iv) Neither the execution, delivery and performance by the
            Delaware Trustee of the Trust Agreement, nor the consummation of any
            of the transactions by the Delaware Trustee contemplated thereby, is
            in violation of the charter or bylaws of the Delaware Trustee or of
            the laws of the State of Delaware or of the federal laws of the
            United States of America governing the trust powers of the Delaware
            Trustee or, to our knowledge, without independent investigation, of
            any indenture, mortgage, bank credit agreement, note or bond
            purchase agreement, long-term lease, license or other agreement or
            instrument to which it is a party or by which it is bound or, to our
            knowledge, without independent investigation, of any judgment or
            order applicable to the Delaware Trustee.

            Such opinion may contain such assumptions, qualifications and
      limitations as are customary in opinions of this type and are reasonably
      acceptable to counsel to the Underwriters. In rendering such opinion, such
      counsel may state that they express no opinion as to the laws of any
      jurisdiction other than the laws of the State of Delaware.

            (n) The Underwriters shall have received copies of each opinion of
      counsel delivered to the Rating Agencies, together with a letter addressed
      to the Underwriters, dated the Closing Date, to the effect that the
      Underwriters may rely on each such opinion to the same extent as though
      such opinion was addressed to each as of its date.

            (o) The Underwriters shall have received an opinion of counsel to
      the LIBOR Swap Counterparty, dated the Closing Date, in form and substance
      satisfactory to the Underwriters and their counsel.

            (p) The Underwriters shall have received an opinion of Richards,
      Layton & Finger, special Delaware counsel for the Trust, dated the Closing
      Date, in form and substance satisfactory to the Underwriters and their
      counsel, to the effect that:

                  (i) The Trust has been duly formed and is validly existing as
            a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.
            Section 3801, et seq. (the "Trust Act"), and has the power and
            authority under the Trust Agreement and the Trust Act to execute,
            deliver and perform its obligations under the Basic Documents to
            which it is a party.

                  (ii) Each of the Basic Documents to which the Trust is a party
            has been duly authorized, executed and delivered by the Trust.

                  (iii) The Trust Agreement is the legal, valid and binding
            obligation of Delaware Trustee and the Sponsor, enforceable against
            the Delaware Trustee and the Sponsor in accordance with its terms.

                  (iv) Neither the execution, delivery and performance by the
            Trust of the Basic Documents to which it is a party, nor the
            consummation by the Trust of any of the transactions contemplated
            thereby, requires the consent or approval of, the withholding of
            objection on the part of, the giving of notice to, the filing,
            registration or qualification with, or the taking of any other
            action in respect of, any governmental authority or agency of the
            State of Delaware, other than the filing of the Certificate of Trust
            and UCC financing statements with the Secretary of State.

<PAGE>

                  (v) Neither the execution, delivery and performance by the
            Trust of the Basic Documents to which it is a party, nor the
            consummation by the Trust of the transactions contemplated thereby,
            is in violation of the Trust Agreement or of any law, rule or
            regulation of the State of Delaware applicable to the Trust.

                  (vi) Under Section 3805(b) of the Trust Act, no creditor of
            any Certificateholder shall have any right to obtain possession of,
            or otherwise exercise legal or equitable remedies with respect to,
            the property of the Trust except in accordance with the terms of the
            Trust Agreement.

                  (vii) Under the Trust Act, the Trust is a separate legal
            entity and, assuming that the Sponsor Student Loan Purchase
            Agreement conveys good title to the Trust property to the Trust as a
            true sale and not as a security arrangement, the Trust rather than
            the Certificateholders will hold whatever title to the Trust
            property as may be conveyed to it from time to time pursuant to the
            Sponsor Student Loan Purchase Agreement, except to the extent that
            the Trust has taken action to dispose of or otherwise transfer or
            encumber any part of the Trust property.

                  (viii) Underss.3805(c) of the Trust Act, except to the extent
            otherwise provided in the Trust Agreement, a Certificateholder
            (including the Sponsor in its capacity as such) has no interest in
            specific Trust property.

                  (ix) Under Section 3808(a) and (b) of the Trust Act, the Trust
            may not be terminated or revoked by any Certificateholder, and the
            dissolution, termination or bankruptcy of any Certificateholder
            shall not result in the termination or dissolution of the Trust,
            except to the extent otherwise provided in the Trust Agreement.

            (q) The Underwriters shall have received an opinion of counsel to
      SunTech, Inc., dated the Closing Date and satisfactory in form and
      substance to the Underwriters and counsel for the Underwriters, to the
      effect that:

                  (i) SunTech, Inc. has been duly formed and is validly existing
            as a corporation in good standing under the laws of its jurisdiction
            of organization, with full power and authority to own its properties
            and conduct its business, and is duly qualified to transact business
            and is in good standing in each jurisdiction in which its failure to
            qualify would have a material adverse effect upon transactions
            contemplated by the Basic Documents and its business or the
            ownership of its property.

                  (ii) The Sub-Servicing Agreement and the Origination Agreement
            have been duly authorized, executed and delivered by SunTech, Inc.

                  (iii) The Sub-Servicing Agreement and the Origination
            Agreement are the legal, valid and binding obligations of SunTech,
            Inc. enforceable against SunTech, Inc. in accordance with its terms.

                  (iv) Neither the execution, delivery and performance by
            SunTech, Inc. of the Sub-Servicing Agreement or the Origination
            Agreement, nor the consummation by SunTech, Inc. of the transactions
            contemplated thereby, will

<PAGE>

            conflict with or result in a breach of any of the terms or
            provisions of, or constitute a default under, or result in the
            creation or imposition of any lien, charge or encumbrance upon any
            of the property or assets of SunTech, Inc., pursuant to the terms of
            the formation documents of SunTech, Inc. or any statute, rule,
            regulation or order of any governmental agency or body, or any court
            having jurisdiction over SunTech, Inc. or its properties, or any
            agreement or instrument known to such counsel after due
            investigation to which SunTech, Inc. is a party or by which SunTech,
            Inc. or any of its properties is bound.

                  (v) No authorization, license, approval, consent or order of,
            or filing with, any court or governmental agency or authority is
            necessary in connection with the execution, delivery and performance
            of the Sub-Servicing Agreement or the Origination Agreement.

                  (vi) There are no legal or governmental proceedings known to
            such counsel to be pending to which SunTech, Inc. is a party or of
            which any property of SunTech, Inc. is the subject, nor are any such
            proceedings known to such counsel to be threatened or contemplated
            by governmental authorities or threatened by others (i) asserting
            the invalidity of all or any part of the Sub-Servicing Agreement or
            the Origination Agreement or (ii) that could materially adversely
            affect the ability of SunTech, Inc. to perform its obligations under
            the Sub-Servicing Agreement or the Origination Agreement.

            Such opinion may contain such assumptions, qualifications and
      limitations as are customary in opinions of this type and are reasonably
      acceptable to counsel to the Underwriters.

            (r) The Underwriters shall have received an opinion of counsel to
      the Investment Agreement Provider, dated the Closing Date, in form and
      substance satisfactory to the Underwriters and their counsel.

            (s) The Underwriters shall have received a certificate dated the
      Closing Date of the Sponsor, executed by any two of the Chairman of the
      Board, the President, any Executive Vice President, Senior Vice President
      or Vice President, the Treasurer, any Assistant Treasurer, the Secretary,
      the principal financial officer or the principal accounting officer of the
      Sponsor, in which such officer shall state that, (i) the representations
      and warranties of the Sponsor contained in this Agreement and the other
      Basic Documents to which it is a party are true and correct in all
      material respects, (ii)that the Sponsor has complied with all agreements
      and satisfied all conditions on its part to be performed or satisfied
      under such agreements at or prior to the Closing Date, and (iii) except as
      may be disclosed in the Prospectus or in such certificate, no material
      adverse change, or any development involving a prospective material
      adverse change, in or affecting particularly the business or properties of
      the Sponsor has occurred.

            (t) The Underwriters shall have received a certificate dated the
      Closing Date of Collegiate Funding, executed by any two of the Chairman of
      the Board, the President, any Executive Vice President, Senior Vice
      President or Vice President, the Treasurer, any Assistant Treasurer, the
      Secretary, the principal financial officer or the principal accounting
      officer of Collegiate Funding, in which such officer shall state that, (i)
      the representations and warranties of Collegiate Funding contained in this
      Agreement are true and correct in all material respects, (ii) that
      Collegiate Funding has complied with all

<PAGE>

      agreements and satisfied all conditions on its part to be performed or
      satisfied under such agreements at or prior to the Closing Date, and (iii)
      except as may be disclosed in the Prospectus or in such certificate, no
      material adverse change, or any development involving a prospective
      material adverse change, in or affecting particularly the business or
      properties of Collegiate Funding has occurred.

            (u) The Underwriters shall have received a certificate dated the
      Closing Date of each of the Master Servicer and the Administrator,
      executed by any two of the Chairman of the Board, the President, any
      Executive Vice President, Senior Vice President or Vice President, the
      Treasurer, any Assistant Treasurer, the Secretary, the principal financial
      officer or the principal accounting officer of the Master Servicer and the
      Administrator, as applicable, in which such officer shall state that (i)
      the representations and warranties of the Master Servicer and the
      Administrator, as applicable, contained in the Basic Documents to which it
      is a party are true and correct in all material respects, (ii) that the
      Master Servicer and the Administrator, as applicable, have complied with
      all agreements and satisfied all conditions on its part to be performed or
      satisfied under such agreements at or prior to the Closing Date and (iii)
      except as may be disclosed in the Prospectus or in such certificate, no
      material adverse change, or any development involving a prospective
      material adverse change, in or affecting particularly the business or
      properties of the Master Servicer and the Administrator, as applicable,
      has occurred.

            (v) The Underwriters shall have received a certificate of a
      responsible officer of SunTech, Inc., dated the Closing Date, in form and
      substance satisfactory to the Underwriters and their counsel.

            (w) The Underwriters shall have received a certificate of a
      responsible officer of the Auction Agent, dated the Closing Date, in form
      and substance satisfactory to the Underwriters and their counsel.

            (x) The Underwriters shall have received evidence satisfactory to it
      and counsel for the Underwriters that, on or before the Closing Date, the
      Sponsor Financing Statements, the Seller Financing Statements and the
      Trust Financing Statements shall have been submitted for filing in the
      appropriate filing offices.

            (y) The Underwriters shall have received written evidence
      satisfactory to them and counsel for the Underwriters that the Class A-1
      Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
      Class A-5 Notes and the Class A-6 Notes shall each be rated "AAA" by
      Moody's and "AAA" by S&P, and the Class B Notes shall be rated at least
      "A2" by Moody's and at least "A" by S&P, and neither corporation shall
      have placed the Notes under surveillance or review with possible negative
      implications.

            (z) The Underwriters shall have received certificates dated the
      Closing Date from each Guarantee Agency, satisfactory to the Underwriters
      and counsel for the Underwriters, certifying as to certain information
      with respect to each such Guarantee Agency contained in the Prospectus.

      The Sponsor will provide or cause to be provided to the Underwriters such
conformed copies of such of the foregoing opinions, certificates, letters and
documents as the Underwriters shall reasonably request.

<PAGE>

      7. Indemnification and Contribution.

            (a) The Sponsor and Collegiate Funding, jointly and severally, agree
      to indemnify and hold harmless the Underwriters and each person, if any,
      who controls the Underwriters within the meaning of either Section 15 of
      the Securities Act or Section 20 of the Exchange Act, and the respective
      affiliates, officers, directors and employees of the Underwriters and each
      such person, against any losses, claims, damages or liabilities, joint or
      several, to which the Underwriters or such controlling person and the
      respective affiliates, officers, directors and employees of the
      Underwriters and each such person may become subject, under the Act, the
      Exchange Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or based upon any
      untrue statement or alleged untrue statement of any material fact
      contained in any Preliminary Prospectus or the Prospectus or any amendment
      or supplement thereto, or arising out of or based upon the omission or
      alleged omission to state therein a material fact necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading; except insofar as such losses, claims, damages or
      liabilities are caused by any such untrue statement or omission or alleged
      untrue statement or omission based upon information relating to the
      Underwriters furnished to the Sponsor in writing by the Underwriters
      expressly for use therein; provided, however., that the indemnification
      contained in this paragraph (a) with respect to any Preliminary Prospectus
      shall not inure to the benefit of an Underwriter (or to the benefit of any
      person controlling an Underwriter) on account of any such loss, claim,
      damage or liability arising from the sale of the of Notes by an
      Underwriter to any person if the untrue statement or alleged untrue
      statement or omission or alleged omission of a material fact contained in
      such Preliminary Prospectus was corrected in the Prospectus and such
      Underwriter sold Notes to that person without sending or giving .at or
      prior to the written confirmation of such sale, a copy of the Prospectus
      (as then amended or supplemented but excluding documents incorporated by
      reference therein) if Collegiate Funding has previously furnished
      sufficient copies thereof to such Underwriter at a time reasonably prior
      to the date such Notes are sold to such person.

            (b) The Underwriters agree to indemnify and hold harmless the
      Sponsor and Collegiate Funding and their directors, officers and each
      Person, if any, who controls the Sponsor or Collegiate Funding within the
      meaning of either Section 15 of the Securities Act or Section 20 of the
      Exchange Act to the same extent as the foregoing indemnity from the
      Sponsor to the Underwriters, but only with reference to information
      relating to the Underwriters furnished to the Sponsor in writing by the
      Underwriters expressly for use in any Preliminary Prospectus or the
      Prospectus or any amendments or supplements thereto. The written
      information furnished by the Underwriters to the Sponsor consists solely
      of the information set forth in the second paragraph (excluding the first
      sentence thereof), the first sentence of the fifth paragraph and the
      eighth paragraph under the heading "Plan of Distribution" in the
      Prospectus Supplement (the "Underwriters' Information").

            (c) In case any proceeding (including any governmental
      investigation) shall be instituted involving any Person in respect of
      which indemnity may be sought pursuant to Section 7(a) or 7(b), such
      Person (the "Indemnified Party") shall promptly notify the Person against
      whom such indemnity may be sought (the "Indemnifying Party") in writing;
      provided, however, that the failure to notify the Indemnifying Party shall
      not relieve the Indemnifying Party from any liability which it may have
      under this Section 7 except to the extent that it has been materially
      prejudiced by such failure and, provided

<PAGE>

      further, that the failure to notify the Indemnifying Party shall not
      relieve the Indemnifying Party from any liability which it may have to the
      Indemnified Party otherwise than under this Section 7. The Indemnifying
      Party, upon request of the Indemnified Party, shall retain counsel
      satisfactory to the Indemnified Party to represent the Indemnified Party
      and any others the Indemnifying Party may designate in such proceeding and
      shall pay the reasonable fees and disbursements of such counsel related to
      such proceeding. In any such proceeding, an Indemnified Party shall have
      the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such Indemnified Party unless (i) the
      Indemnifying Party and the Indemnified Party shall have mutually agreed to
      the retention of such counsel, (ii) the named parties to any such
      proceeding (including any impleaded parties) include both the Indemnifying
      Party and the Indemnified Party and representation of both parties by the
      same counsel would be inappropriate due to actual or potential differing
      interests between them, or (iii) the Indemnifying Party fails to retain
      counsel as provided in the preceding sentence. It is understood that the
      Indemnifying Party shall not, in respect of the legal expenses of any
      Indemnified Party in connection with any proceeding or related proceedings
      in the same jurisdiction, be liable for the fees and expenses of more than
      one separate firm (in addition to any local counsel) for all such
      Indemnified Parties and that all such fees and expenses shall be
      reimbursed as they are incurred. Such firm shall be designated in writing
      by the Underwriters, in the case of parties indemnified pursuant to
      Section 7(a), and by the Sponsor or Collegiate Funding, in the case of
      parties indemnified pursuant to Section 7(b). The Indemnifying Party shall
      not be liable for any settlement of any proceeding effected without its
      written consent, but if settled with such consent or if there be a final
      judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
      Indemnified Party from and against any loss or liability by reason of such
      settlement or judgment. No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, effect any settlement of any
      pending or threatened proceeding in respect of which any Indemnified Party
      is or could have been a party and indemnity could have been sought
      hereunder by such Indemnified Party, unless such settlement (i) does not
      include a statement as to or admission of, fault, culpability or a failure
      to act by or on behalf of any such Indemnified Party, and (ii) includes an
      unconditional release of such Indemnified Party from all liability on
      claims that are the subject matter of such proceeding.

            (d) To the extent the indemnification provided for in Section 7(a)
      or 7(b) is unavailable to an Indemnified Party or is insufficient in
      respect of any losses, claims, damages or liabilities referred to therein,
      then each Indemnifying Party under such paragraph, in lieu of indemnifying
      such Indemnified Party thereunder, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such losses, claims,
      damages or liabilities (i) in such proportion as is appropriate to reflect
      the relative benefits received by the Sponsor and Collegiate Funding on
      the one hand and the Underwriters on the other hand from the offering of
      the Notes or (ii) if the allocation provided by clause 7(d)(i) above is
      not permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause 7(d)(i) above
      but also the relative fault of the Sponsor or Collegiate Funding on the
      one hand and of the Underwriters on the other hand in connection with the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities, as well as any other relevant equitable considerations. The
      relative benefits received by the Sponsor and Collegiate Funding on the
      one hand and the Underwriters on the other hand in connection with the
      offering of the Notes shall be deemed to be in the same respective
      proportions as the net proceeds from the offering of the Notes (before
      deducting expenses) received by the

<PAGE>

      Sponsor and the total discounts and commissions received by the
      Underwriters, in each case as set forth in the Prospectus, bear to the
      aggregate offering price of the Notes. The relative fault of the Sponsor
      and Collegiate Funding on the one hand and of the Underwriters on the
      other hand shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to
      information supplied by the Sponsor, Collegiate Funding or by the
      Underwriters and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

            (e) The Sponsor, Collegiate Funding and the Underwriters agree that
      it would not be just or equitable if contribution pursuant to this Section
      7 were determined by pro rata allocation or by any other method of
      allocation that does not take account of the equitable considerations
      referred to in Section 7(d). The amount paid or payable by an Indemnified
      Party as a result of the losses, claims, damages and liabilities referred
      to in Section 7(d) shall be deemed to include, subject to the limitations
      set forth above, any legal or other expenses reasonably incurred by such
      Indemnified Party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this Section 7, the
      Underwriters shall not be required to contribute any amount in excess of
      the amount by which (i) the excess of the total price at which the Notes
      are sold to investors by the Underwriters over the price paid by the
      Underwriters for the Notes exceeds (ii) the amount of any damages that
      such Underwriters has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission. No
      Person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any Person who was not guilty of such fraudulent misrepresentation.

      8. Default of Underwriter. If, at the Closing, any one or more of the
Underwriters shall fail or refuse to purchase Securities that it has or they
have agreed to purchase hereunder on such date, and the aggregate principal
amount of Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is ten percent or less of the aggregate
principal amount of Securities to be purchased on such date, the other
Underwriters may make arrangements satisfactory to the Underwriters for the
purchase of such Securities by other persons (who may include one or more of the
non-defaulting Underwriters, including the Underwriters), but if no such
arrangements are made by the Closing Date, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the
Underwriters may specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date. If, at the Closing, any Underwriter or Underwriters shall fail or refuse
to purchase Securities and the aggregate principal amount of Securities with
respect to which such default occurs is more than ten percent of the aggregate
principal amount of Securities to be purchased, and arrangements satisfactory to
the Underwriters and the Sponsor for the purchase of such Securities are not
made within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter or the Sponsor, except
as provided in Section 9. In any such case, either the Underwriters or the
Sponsor shall have the right to postpone the Closing, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 8. Any action taken under this
Section 8 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

<PAGE>

      9. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Sponsor and Collegiate Funding and their respective officers and of the
Underwriters set forth in or made pursuant to this Agreement or contained in
certificates of officers of the Sponsor or Collegiate Funding submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation or statement as to the results thereof, made by or on behalf of
the Underwriters, the Sponsor, Collegiate Funding or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Notes. If for any reason the purchase of
the Notes by the Underwriters is not consummated, the Sponsor shall remain
responsible for the expenses to be paid or reimbursed by the Sponsor pursuant to
Section 5(k) hereof and the respective obligations of the Sponsor, Collegiate
Funding and the Underwriters pursuant to Section 7 shall remain in effect. If
for any reason the purchase of the Notes by the Underwriters is not consummated
(other than because of a failure to satisfy the conditions set forth in items
(iii), (iv) and (v) of Section 6(c) or a default by the Underwriters pursuant to
Section 8), the Sponsor will reimburse the Underwriters for all out-of-pocket
expenses reasonably incurred by it in connection with the offering of the Notes.

      10. Notices. Any written request, demand, authorization, direction,
notice, consent or waiver shall be personally delivered or mailed certified
mail, return receipt requested (or in the form of telex or facsimile notice,
followed by written notice as aforesaid) and shall be deemed to have been duly
given upon receipt, if sent to the Underwriters, when delivered to the
Underwriters at 390 Greenwich Street, 6th Floor, New York, New York 10013,
Attention: Harry Apfel (Fax # (212) 816-0598) and if sent to the Sponsor when
delivered to 100 Riverside Parkway, Suite 125, Fredericksburg, Virginia 22406,
Attention: Charles L. Terribile, General Counsel (Fax # (540) 374-2021).

      11. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any fight or obligations hereunder.

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

      13. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to the choice
of law provisions thereof.

               [The rest of this page intentionally left blank.]

<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement among the Sponsor and the
Underwriters in accordance with its terms.

                                Very truly yours,

                                COLLEGIATE FUNDING OF
                                DELAWARE, L.L.C.

                                By:  /s/ Kevin Landgraver
                                   ----------------------
                                     Name: Kevin Landgraver
                                     Title: Treasurer

                                COLLEGIATE FUNDING SERVICES, L.L.C.

                                By:  /s/ Kevin Landgraver
                                   ----------------------
                                     Name: Kevin Landgraver
                                     Title: Treasurer

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first written above.

SALOMON SMITH BARNEY INC.

By:  /s/ Harry Apfel
   -----------------
     Name: Harry Apfel
     Title: Managing Director

UBS PAINEWEBBER INC.

By:  /s/ Benjamin M. Dardaby
   -------------------------
     Name: Benjamin M. Dardaby
     Title: Vice President

UBS WARBURG LLC

By:  /s/ Bric D. Marcus
   --------------------
     Name: Bric D. Marcus
     Title: Director

    [Signature Page for Collegiate Funding Services Education LoanTrust2003-
                            AUnderwritingAgreement]