Unassociated Document


    EXHIBIT
      4.1

     

    EXECUTION
      VERSION

     

    INDENTURE

     

    between

     

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3,

     

    as
      Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Indenture Trustee

     

    Relating
      To:

     

    The
      National Collegiate Student Loan Trust 2007-3

     

    Dated
      as
      of September 1, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

     

    Reconciliation
      and tie between Trust Indenture Act of 1939, as amended (the “Trust Indenture
      Act” or “TIA”) and this Indenture of Trust, dated as of September 1,
      2007.

     

    
      	
              
                Trust
                  Indenture Act Section

              

            	 	
              
                Indenture
                  Section

              

            
	 	 	 
	
              Section 310(a)(1)

            	 	
              6.11

            
	
              Section
                310(a)(3)

            	 	
              6.10

            
	
              Section
                310(b)

            	 	
              6.11

            
	
              Section
                313(c)

            	 	
              3.24,
                5.17(c)

            
	
              Section
                314(c)

            	 	
              3.14

            
	
              Section
                314(d)(1)

            	 	
              3.14

            
	
              Section
                318

            	 	
              11.12

            
	 	 	 
	 	 	 


    

    


    
      	
              ____________________

            


    

    


    NOTE:
      This reconciliation and tie shall not, for any purpose, be deemed to be a part
      of the Indenture.

     

    Attention
      should also be directed to Section 318(c) of the Trust Indenture Act, which
      provides that the provisions of Sections 310 to and including 317 of the Trust
      Indenture Act are a part of and govern every qualified indenture, whether or
      not
      physically contained therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              TABLE
                OF CONTENTS

            
	 
	
              ARTICLE
                I

            
	 	 
	
              Definitions
                and Usage

            
	
              SECTION
                1.01

            	
              Definitions
                and Usage

            
	
              ARTICLE
                II

            
	 
	
              The
                Notes

            
	
              SECTION
                2.01

            	
              Form

            
	
              SECTION
                2.02

            	
              Execution,
                Authentication and Delivery

            
	
              SECTION
                2.03

            	
              Temporary
                Notes

            
	
              SECTION
                2.04

            	
              Registration;
                Registration of Transfer and Exchange

            
	
              SECTION
                2.05

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            
	
              SECTION
                2.06

            	
              Persons
                Deemed Owner

            
	
              SECTION
                2.07

            	
              Payment
                of Principal and Interest; Defaulted Interest

            
	
              SECTION
                2.08

            	
              Cancellation

            
	
              SECTION
                2.09

            	
              Release
                of Collateral

            
	
              SECTION
                2.10

            	
              Book-Entry
                Notes

            
	
              SECTION
                2.11

            	
              Notices
                to Clearing Agency

            
	
              SECTION
                2.12

            	
              Definitive
                Notes

            
	
              SECTION
                2.13

            	
              Tax
                Treatment

            
	
              ARTICLE
                III

               

              Covenants

            
	
              SECTION
                3.01

            	
              Payment
                to Noteholders

            
	
              SECTION
                3.02

            	
              Maintenance
                of Office or Agency

            
	
              SECTION
                3.03

            	
              Money
                for Payments To Be Held in Trust

            
	
              SECTION
                3.04

            	
              Existence

            
	
              SECTION
                3.05

            	
              Protection
                of Indenture Trust Estate

            
	
              SECTION
                3.06

            	
              Opinions
                as to Indenture Trust Estate

            
	
              SECTION
                3.07

            	
              Performance
                of Obligations; Servicing of Financed Student Loans

            
	
              SECTION
                3.08

            	
              Negative
                Covenants

            
	
              SECTION
                3.09

            	
              Annual
                Statement as to Compliance

            
	
              SECTION
                3.10

            	
              Issuer
                May Consolidate, etc., Only on Certain Terms

            
	
              SECTION
                3.11

            	
              Successor
                or Transferee

            
	
              SECTION
                3.12

            	
              No
                Other Business

            
	
              SECTION
                3.13

            	
              No
                Borrowing

            
	
              SECTION
                3.14

            	
              Disposing
                of Financed Student Loans

            
	
              SECTION
                3.15

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            
	
              SECTION
                3.16

            	
              Capital
                Expenditures

            
	
              SECTION
                3.17

            	
              Restricted
                Payments

            
	
              SECTION
                3.18

            	
              Notice
                of Events of Default

            
	
              SECTION
                3.19

            	
              Further
                Instruments and Acts

            
	
              SECTION
                3.20

            	
              Additional
                Covenants

            
	
              SECTION
                3.21

            	
              Covenant
                Regarding Financed Student Loans

            
	
              SECTION
                3.22

            	
              Additional
                Representations of the Issuer

            
	
              SECTION
                3.23

            	
              Issuer
                Separateness Covenants

            
	
              SECTION
                3.24

            	
              Reports
                by Issuer

            
	
               

              ARTICLE
                IV

               

              Satisfaction
                and Discharge

            
	
              SECTION
                4.01

            	
              Satisfaction
                and Discharge of Indenture

            
	
              SECTION
                4.02

            	
              Application
                of Trust Money

            
	
              SECTION
                4.03

            	
              Repayment
                of Moneys Held by Paying Agent

            
	 
	
              ARTICLE
                V

               

              Remedies

            
	 
	
              SECTION
                5.01

            	
              Events
                of Default

            
	
              SECTION
                5.02

            	
              Acceleration
                of Maturity; Rescission and Annulment

            
	
              SECTION
                5.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            
	
              SECTION
                5.04

            	
              Remedies;
                Priorities

            
	
              SECTION
                5.05

            	
              Optional
                Preservation of the Financed Student Loans

            
	
              SECTION
                5.06

            	
              Limitation
                of Suits

            
	
              SECTION
                5.07

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            
	
              SECTION
                5.08

            	
              Restoration
                of Rights and Remedies

            
	
              SECTION
                5.09

            	
              Rights
                and Remedies Cumulative

            
	
              SECTION
                5.10

            	
              Delay
                or Omission Not a Waiver

            
	
              SECTION
                5.11

            	
              Control
                by Controlling Party

            
	
              SECTION
                5.12

            	
              Waiver
                of Past Defaults

            
	
              SECTION
                5.13

            	
              Undertaking
                for Costs

            
	
              SECTION
                5.14

            	
              Waiver
                of Stay or Extension Laws

            
	
              SECTION
                5.15

            	
              Action
                on Notes

            
	
              SECTION
                5.16

            	
              Performance
                and Enforcement of Certain Obligations

            
	
              SECTION
                5.17

            	
              Notice
                of Defaults

            
	 
	
              ARTICLE
                VI

               

              The
                Indenture Trustee

            
	 
	
              SECTION
                6.01

            	
              Duties
                of Indenture Trustee

            
	
              SECTION
                6.02

            	
              Rights
                of Indenture Trustee

            
	
              SECTION
                6.03

            	
              Individual
                Rights of Indenture Trustee

            
	
              SECTION
                6.04

            	
              Indenture
                Trustee’s Disclaimer

            
	
              SECTION
                6.05

            	
              Notice
                of Defaults

            
	
              SECTION
                6.06

            	
              Reports
                by Indenture Trustee to Noteholders

            
	
              SECTION
                6.07

            	
              Compensation
                and Indemnity

            
	
              SECTION
                6.08

            	
              Replacement
                of Indenture Trustee

            
	
              SECTION
                6.09

            	
              Successor
                Indenture Trustee by Merger

            
	
              SECTION
                6.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            
	
              SECTION
                6.11

            	
              Eligibility;
                Disqualification

            
	
              SECTION
                6.12

            	
              Basic
                Documents

            
	 	 
	
              ARTICLE
                VII

               

              Noteholders’
                Lists and Reports

            
	 
	
              SECTION
                7.01

            	
              Issuer
                To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            
	
              SECTION
                7.02

            	
              Preservation
                of Information; Communications to Noteholders

            
	
              SECTION
                7.03

            	
              Reports
                by Issuer

            
	 
	
              ARTICLE
                VIII

               

              Accounts,
                Disbursements and Releases

            
	 
	
              SECTION
                8.01

            	
              Collection
                of Money

            
	
              SECTION
                8.02

            	
              Trust
                Accounts

            
	
              SECTION
                8.03

            	
              General
                Provisions Regarding Accounts

            
	
              SECTION
                8.04

            	
              Release
                of Indenture Trust Estate

            
	
              SECTION
                8.05

            	
              Opinion
                of Counsel

            
	
              SECTION
                8.06

            	
              Cost
                of Issuance Account

            
	
              SECTION
                8.07

            	
              Application
                of Collections

            
	
              SECTION
                8.08

            	
              Reserve
                Account

            
	
              SECTION
                8.09

            	
              Statements
                to Noteholders

            
	
              SECTION
                8.10

            	
              Advances

            
	
              SECTION
                8.11

            	
              Future
                Distribution Account

            
	 
	
              ARTICLE
                IX

               

              Supplemental
                Indentures

            
	 
	
              SECTION
                9.01

            	
              Supplemental
                Indentures Without Consent of Noteholders

            
	
              SECTION
                9.02

            	
              Supplemental
                Indentures with Consent of Noteholders

            
	
              SECTION
                9.03

            	
              Execution
                of Supplemental Indentures

            
	
              SECTION
                9.04

            	
              Effect
                of Supplemental Indenture

            
	
              SECTION
                9.05

            	
              Reference
                in Notes to Supplemental Indentures

            
	
              SECTION
                9.06

            	
              Conformity
                With the Trust Indenture Act

            
	 
	
              ARTICLE
                X

               

              Reporting
                Requirements

            
	 
	
              SECTION
                10.01

            	
              Annual
                Statement as to Compliance

            
	
              SECTION
                10.02

            	
              Annual
                Independent Public Accountants’ Servicing Report

            
	
              SECTION
                10.03

            	
              Assessment
                of Compliance and Attestation Reports.

            
	 
	
              ARTICLE
                X-A

               

              Provisions
                Related to Ambac

            
	 
	
              SECTION
                10A.01

            	
              Fees;
                Reorganization

            
	
              SECTION
                10A.02

            	
              The
                Financial Guaranty Insurance Policy

            
	 	 
	
              ARTICLE
                XI

               

              Miscellaneous

            
	 
	
              SECTION
                11.01

            	
              Compliance
                Certificates and Opinions, etc

            
	
              SECTION
                11.02

            	
              Form
                of Documents Delivered to Indenture Trustee

            
	
              SECTION
                11.03

            	
              Acts
                of Noteholders

            
	
              SECTION
                11.04

            	
              Notices,
                etc., to Indenture Trustee, Issuer, Ambac and Rating
                Agencies

            
	
              SECTION
                11.05

            	
              Notices
                to Noteholders; Waiver

            
	
              SECTION
                11.06

            	
              Alternate
                Payment and Notice Provisions

            
	
              SECTION
                11.07

            	
              Effect
                of Headings and Table of Contents

            
	
              SECTION
                11.08

            	
              Successors
                and Assigns

            
	
              SECTION
                11.09

            	
              Separability

            
	
              SECTION
                11.10

            	
              Benefits
                of Indenture

            
	
              SECTION
                11.11

            	
              Legal
                Holidays

            
	
              SECTION
                11.12

            	
              Governing
                Law

            
	
              SECTION
                11.13

            	
              Counterparts

            
	
              SECTION
                11.14

            	
              Recording
                of Indenture

            
	
              SECTION
                11.15

            	
              Trust
                Obligations

            
	
              SECTION
                11.16

            	
              No
                Petition

            
	
              SECTION
                11.17

            	
              Inspection

            
	
              SECTION
                11.18

            	
              Third-Party
                Beneficiaries

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              APPENDIX
                A

            	
              Definitions
                and Usage

            
	
              APPENDIX
                B

            	
              Provisions
                Relating to Notes Bearing Interest at an Auction Rate

            
	
              APPENDIX
                C

            	
              Notice
                of Payment Default

            
	
              APPENDIX
                D

            	
              Notice
                of Cure of Payment Default

            
	
              APPENDIX
                E

            	
              Notice
                of Event of Default

            
	
              APPENDIX
                F

            	
              Notice
                of Waiver/Cure of Event of Default

            
	
              APPENDIX
                G

            	
              Notice
                of Proposed Change in Auction Period

            
	
              APPENDIX
                H

            	
              Notice
                Regarding Establishment of Auction Period

            
	
              APPENDIX
                I

            	
              Notice
                of Change in Auction Date

            
	 	 
	
              SCHEDULE
                A

            	
              Schedule
                of Financed Student Loans

            
	
              SCHEDULE
                B

            	
              List
                of TERI Guaranty Agreements

            
	
              SCHEDULE
                C

            	
              List
                of Student Loan Purchase Agreements

            
	 	 
	
              EXHIBIT
                A-1

            	
              Form
                of Class A-1-L Note

            
	
              EXHIBIT
                A-2

            	
              Form
                of Class A-2-AR Note

            
	
              EXHIBIT
                A-3

            	
              Form
                of Class A-3-L Note

            
	
              EXHIBIT
                A-4

            	
              Form
                of Class A-3-AR Note

            
	
              EXHIBIT
                A-5

            	
              Form
                of Class A-IO Note

            
	
              EXHIBIT
                B

            	
              Relevant
                Servicing Criteria

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INDENTURE
      dated as of September 1, 2007, between THE NATIONAL COLLEGIATE STUDENT LOAN
      TRUST 2007-3, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, as trustee and not in its
      individual capacity (the “Indenture Trustee”).

     

    W I T N E S S E T H:

     

    WHEREAS,
      the Issuer is duly created as a statutory trust under the laws of the State
      of
      Delaware and by proper action has duly authorized the execution and delivery
      of
      this Indenture, which Indenture provides for the issuance of student loan
      asset-backed notes to finance the acquisition of certain student loans from
      The
      National Collegiate Funding LLC (the “Depositor”) and the payment to holders of
      the Notes; and

     

    WHEREAS,
      this Indenture is subject to the provisions of the Trust Indenture Act of 1939,
      as amended (the “Trust Indenture Act” or “TIA”), that are deemed to be
      incorporated into this Indenture and shall, to the extent applicable, be
      governed by such provisions;

     

    NOW,
      THEREFORE, each party agrees as follows for the benefit of the other party
      and
      for the equal and ratable benefit of the holders of the Issuer’s Class A-1-L
      Notes (the “Class A-1-L Notes”), Class A-2-AR-1 Notes (the “Class A-2-AR-1
      Notes”), Class A-2-AR-2 Notes (the Class A-2-AR-2 Notes”), Class A-2-AR-3 Notes
      (the “Class A-2-AR-3 Notes”), Class A-2-AR-4 Notes (the “Class A-2-AR-4 Notes”
and, together with the Class A-2-AR-1 Notes, the Class A-2-AR-2 Notes and the
      Class A-2-AR-3 Notes, the “Class A-2-AR Notes”), Class A-3-L Notes (the “Class
      A-3-L Notes”), Class A-3-AR-1 Notes (the “Class A-3-AR-1 Notes”), Class A-3-AR-2
      Notes (the “Class A-3-AR-2 Notes”), Class A-3-AR-3 Notes (the “Class A-3-AR-3
      Notes”), Class A-3-AR-4 Notes (the “Class A-3-AR-4 Notes”), Class A-3-AR-5 Notes
      (the “Class A-3-AR-5 Notes”), Class A-3-AR-6 Notes (the “Class A-3-AR-6 Notes”),
      Class A-3-AR-7 Notes (the “Class A-3-AR-7 Notes” and, together with the Class
      A-3-AR-1 Notes, the Class A-3-AR-2 Notes, the Class A-3-AR-3 Notes, the Class
      A-3-AR-4 Notes, the Class A-3-AR-5 Notes and the Class A-3-AR-6 Notes, the
      “Class A-3-AR Notes”), and Class A-IO Notes (the “Class A-IO Notes”, and
      together with the Class A-1-L Notes, the Class A-2-AR Notes, the Class A-3-L
      Notes and the Class A-3-AR Notes, the “Notes”):

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee at the Closing Date with respect
      to the Financed Student Loans, as trustee for the benefit of the holders of
      the
      Notes and Ambac as their interests appear herein, all the Issuer’s right, title
      and interest in and to the following:

     

    (a)  the
      Financed Student Loans, and all obligations of the Obligors thereunder including
      all moneys paid thereunder on or after the Cutoff Date;

     

    (b)  all
      Servicing Agreements, the Deposit and Sale Agreement and all Student Loan
      Purchase Agreements, including the right of the Issuer to cause the Sellers
      to
      repurchase or the Servicers to purchase, Financed Student Loans from the Issuer
      under circumstances described therein;

     

    (c)  each
      Guarantee Agreement, including the right of the Issuer to cause the Guarantee
      Agency to make Guarantee Payments in respect of the Financed Student Loans,
      the
      TERI Deposit and Security Agreement and the Issuer’s rights to the TERI Pledge
      Fund as the same relate to the Financed Student Loans and the proceeds thereof,
      and each of the other Basic Documents;

     

    (d)  all
      funds
      on deposit from time to time in the Trust Accounts related to the Notes (and
      sub-accounts thereof), including the Reserve Account Initial Deposit;
      and

     

    (e)  all
      present and future claims, demands, causes and chooses in action in respect
      of
      any or all of the foregoing and all payments on or under and all proceeds of
      every kind and nature whatsoever in respect of any or all of the foregoing,
      including all proceeds of the conversion, voluntary or involuntary, into cash
      or
      other liquid property, all cash proceeds, accounts, accounts receivable, notes,
      drafts, acceptances, chattel paper, checks, deposit accounts, insurance
      proceeds, condemnation awards, rights to payment of any and every kind and
      other
      forms of obligations and receivables, instruments and other property which
      at
      any time constitute all or part of or are included in the proceeds of any of
      the
      foregoing (collectively, “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and/or
      interest on, as applicable, and any other amounts owing in respect of, the
      Notes
      or to Ambac, equally and ratably, without prejudice, priority or distinction,
      except as otherwise provided for herein, and to secure compliance with the
      provisions of this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee, as Indenture Trustee on behalf of the holders of the Notes
      and Ambac, acknowledges such Grant, accepts the trusts under this Indenture
      in
      accordance with the provisions of this Indenture and agrees to perform its
      duties required in this Indenture to the best of its ability to the end that
      the
      interests of the holders of the Notes and Ambac may be adequately and
      effectively protected.

     

    ARTICLE
      I


     

    Definitions
      and Usage

     

    SECTION
      1.01  Definitions
      and Usage.  Except as otherwise specified herein or as the context
      may otherwise require, capitalized terms used but not defined herein are defined
      in Appendix A and Appendix B hereto, which also contain rules as to usage
      that shall be applicable herein.

     

    ARTICLE
      II


     

    The
      Notes

     

    SECTION
      2.01  Form.  The
      Notes, together with the Indenture Trustee’s certificate of authentication,
      shall be in substantially the forms set forth in Exhibits A-1 through A-5,
      with such appropriate insertions, omissions, substitutions and other variations
      as are required or permitted by this Indenture and may have such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon as may, consistently herewith, be determined by the officers executing
      the Notes, as evidenced by their execution of the Notes.  Any portion
      of the text of any Note may be set forth on the reverse thereof, with an
      appropriate reference thereto on the face of the Note.

     

    The
      Definitive Notes shall be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note
      shall be dated the date of its authentication.  The terms of the Notes
      set forth in Exhibits A-1 through A-5, are part of the terms of this
      Indenture.

     

    SECTION
      2.02  Execution,
      Authentication and Delivery.  The Notes shall be executed on
      behalf of the Issuer by any of its Authorized Officers.  The signature
      of any such Authorized Officer on the Notes may be manual or
      facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Notes or did not hold such offices at the
      date of such Notes.

     

    The
      Indenture Trustee shall upon an Issuer Order authenticate and deliver Notes
      for
      original issue in (i) an aggregate principal amount of $150,000,000 with respect
      to the Class A-1-L Notes, $94,200,000 with respect to the Class A-2-AR-1 Notes,
      $94,200,000 with respect to the Class A-2-AR-2 Notes, $94,200,000 with respect
      to the Class A-2-AR-3 Notes, $31,400,000 with respect to the Class A-2-AR-4
      Notes, $550,000,000 with respect to the Class A-3-L Notes, $67,500,000 with
      respect to the Class A-3-AR-1 Notes, $67,500,000 with respect to the Class
      A-3-AR-2 Notes, $67,500,000 with respect to the Class A-3-AR-3 Notes,
      $67,500,000  with respect to the Class A-3-AR-4 Notes, $67,500,000
      with respect to the Class A-3-AR-5 Notes, $67,500,000 with respect to the Class
      A-3-AR-6 Notes, $45,000,000 with respect to the Class A-3-AR-7 Notes, and (ii)
      an aggregate Notional Amount of $309,855,000 with respect to the Class A-IO
      Notes.

     

    Each
      Note
      shall be dated the date of its authentication.  The Notes (other than
      the Auction Rate Notes) shall be issuable as registered Notes in minimum
      denominations (or in the case of the Class A-IO Notes, minimum Notional Amounts)
      of $100,000 and in integral multiples of $1,000 in excess
      thereof.  The Auction Rate Notes shall be issuable as registered Notes
      in Authorized Denominations as defined in Appendix B.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    SECTION
      2.03  Temporary
      Notes.  Pending the preparation of Definitive Notes, the Issuer
      may execute, and upon receipt of an Issuer Order the Indenture Trustee shall
      authenticate and deliver, temporary Notes which are printed, lithographed,
      typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
      Notes in lieu of which they are issued and with such variations not inconsistent
      with the terms of this Indenture as the officers executing such Notes may
      determine, as evidenced by their execution of such Notes.

     

    If
      temporary Notes are issued, the Issuer will cause Definitive Notes to be
      prepared without unreasonable delay.  After the preparation of
      Definitive Notes, the temporary Notes shall be exchangeable for Definitive
      Notes
      upon surrender of the temporary Notes at the office or agency of the Issuer
      to
      be maintained as provided in Section 3.02, without charge to the holder of
      the Notes.  Upon surrender for cancellation of any one or more
      temporary Notes, the Issuer shall execute and the Indenture Trustee shall
      authenticate and deliver in exchange therefor a like initial principal amount
      or
      initial Notional Amount, as applicable, of Definitive Notes of authorized
      denominations.  Until so exchanged, the temporary Notes shall in all
      respects be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    SECTION
      2.04  Registration;
      Registration of Transfer and Exchange.

     

    (a) 
      The Indenture Trustee shall cause to be kept a register (the “Note Register”) in
      which, subject to such reasonable regulations as it may prescribe, the Issuer
      shall provide for the registration of Notes and the registration of transfers
      and exchanges of Notes as herein provided.  The Indenture Trustee
      shall be “Note Registrar” for the purpose of registering Notes and transfers of
      Notes as herein provided.  Upon any resignation of any Note Registrar,
      the Issuer shall promptly appoint a successor.

     

    (b)  If
      a
      Person other than the Indenture Trustee is appointed by the Issuer as Note
      Registrar, the Issuer will give the Indenture Trustee prompt written notice
      of
      the appointment of such Note Registrar and of the location, and any change
      in
      the location, of the Note Register, and the Indenture Trustee shall have the
      right to inspect the Note Register at all reasonable times and to obtain copies
      thereof, and the Indenture Trustee shall have the right to rely upon a
      certificate executed on behalf of the Note Registrar by an Executive Officer
      thereof as to the names and addresses of the holders of the Notes and the
      principal amounts or Notional Amount, as applicable, and number of such
      Notes.

     

    (c)  Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      duly endorsed by, or be accompanied by a written instrument of transfer in
      form
      satisfactory to the Indenture Trustee duly executed by the holder of the Notes
      thereof or such holder’s attorney duly authorized in writing, with such
      signature guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Note Registrar, which requirements include membership or
      participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such
      other “signature guarantee program” as may be determined by the Note Registrar
      in addition to, or in substitution for, STAMP, all in accordance with the
      Exchange Act.

     

    (d)  No
      service charge shall be made to a holder of the Notes for any registration
      of
      transfer or exchange of Notes, but the Indenture Trustee may require payment
      of
      a sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection with any registration of transfer or exchange of Notes,
      other than exchanges pursuant to Section 2.03 or 9.05 not involving any
      transfer.

     

    (e)  On
      the
      Closing Date, the Issuer will execute and the Indenture Trustee will, upon
      Issuer Order, authenticate one or more Global Notes in an aggregate principal
      amount (or, in the case of the Class A-IO Notes, an aggregate Notional Amount)
      that shall equal the applicable Original Principal Balance for each Class of
      Notes.

     

    The
      Global Notes, pursuant to the Depository’s instructions, shall be delivered by
      the Administrator on behalf of the Depository to and deposited with the DTC
      Custodian, and shall be registered in the name of Cede & Co. and shall bear
      a legend substantially to the following effect:

     

    “Unless
      this Note is presented by an authorized representative of The Depository Trust
      Company, a New York corporation (“DTC”), to the Issuer or its agent for
      registration of transfer, exchange or payment, and any Note issued is registered
      in the name of Cede & Co. or in such other name as is requested by an
      authorized representative of DTC (and any payment is made to Cede & Co. or
      to such other entity as is requested by an authorized representative of DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
      an interest herein.”

     

    The
      Global  Notes may be deposited with such other Depository as the
      Administrator may from time to time designate, and shall bear such legend as
      may
      be appropriate; provided that such successor Depository maintains a
      book-entry system that qualifies to be treated as “registered form” under
      Section 163(f) of the Code.

     

    The
      Issuer and the Indenture Trustee are hereby authorized to execute and deliver
      a
      Note Depository Agreement with the Depository relating to the Global
      Notes.

     

    (f)  With
      respect to Notes registered in the Note Register in the name of Cede & Co.,
      as nominee of the Depository, the Administrator, the Back-Up Administrator,
      the
      Owner Trustee and the Indenture Trustee shall have no responsibility or
      obligation to Participants or Indirect Participants or Beneficial Owners for
      which the Depository holds Notes from time to time as a
      Depository.  Without limiting the immediately preceding sentence, the
      Administrator, the Back-Up Administrator, the Owner Trustee and the Indenture
      Trustee shall have no responsibility or obligation with respect to (a) the
      accuracy of the records of the Depository, Cede & Co., or any Participant or
      Indirect Participant or Beneficial Owners with respect to the ownership interest
      in the Notes, (b) the delivery to any Participant or Indirect Participant or
      any
      other Person, other than a registered Noteholder, (c) the payment to any
      Participant or Indirect Participant or any other Person, other than a registered
      Noteholder as shown in the Note Register, of any amount with respect to any
      distribution of principal or interest on the Notes or (d) the making of
      book-entry transfers among Participants of the Depository with respect to Notes
      registered in the Note Register in the name of the nominee of the
      Depository.  No Person other than a registered Noteholder as shown in
      the Note Register shall receive a Note evidencing such Note.

     

    (g)  Upon
      delivery by the Depository to the Indenture Trustee of written notice to the
      effect that the Depository has determined to substitute a new nominee in place
      of Cede & Co., and subject to the provisions hereof with respect to the
      payment of distributions by the mailing of checks or drafts to the registered
      Noteholder appearing as registered owners in the Note Register on a Record
      Date,
      the name “Cede & Co.” in this Indenture shall refer to such new nominee of
      the Depository.

     

    Subject
      to the preceding paragraphs, upon surrender for registration of transfer of
      any
      Note at the office of the Note Registrar and, upon satisfaction of the
      conditions set forth below, the Issuer shall execute in the name of the
      designated transferee or transferees, a new Note of the same principal balance
      or Notional Amount and dated the date of authentication by the Indenture
      Trustee.  The Note Registrar shall notify the Administrator and the
      Indenture Trustee of any such transfer.

     

    No
      Note
      may be acquired directly or indirectly by a fiduciary of, on behalf of, or
      with
“Plan Assets” (within the meaning of Section 2510.3-101 of the U.S. Department
      of Labor regulations (the “Plan Asset Regulation”)) of, an “employee benefit
      plan” as defined in Section 3(3) of ERISA, a “plan” within the meaning of
      Section 4975 of the Code or any other entity whose underlying assets include
      Plan Assets by reason of any plan’s investment in the entity, which is subject
      to Title I of ERISA or Section 4975 of the Code (a “Plan”), unless (i) such Note
      is rated investment grade or better as of the date of purchase, (ii) the
      transferee of the Note believes that the Note is properly treated as
      indebtedness without substantial equity features for purposes of the Plan Asset
      Regulation and agrees to so treat such Note and (iii) the acquisition and
      holding of the Note will not result in a violation of the prohibited transaction
      rules of ERISA or Section 4975 of the Code.  Any transferee of a Note
      shall be deemed to have represented that such transferee is acquiring a Note
      in
      conformance with the requirements of the preceding sentence.

     

    The
      Indenture Trustee shall have no obligation or duty to monitor, determine or
      inquire as to compliance with any restrictions on transfer imposed under this
      Indenture or under applicable law with respect to any transfer of any interest
      in any Note (including any transfers between or among Participants, members
      or
      Beneficial Owners in any Note) other than to require delivery of such
      certificates and other documentation or evidence as are expressly required
      by,
      and to do so if and when expressly required by, the terms of this Indenture,
      and
      to examine the same to determine substantial compliance as to form with the
      express requirements hereof.

     

    SECTION
      2.05  Mutilated,
      Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note
      is surrendered to the Indenture Trustee, or the Indenture Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any Note,
      and
      (ii) there is delivered to the Indenture Trustee such security or indemnity
      as may be required by it to hold the Issuer and the Indenture Trustee harmless,
      then, in the absence of notice to the Issuer, the Note Registrar or the
      Indenture Trustee that such Note has been acquired by a bona fide purchaser,
      and
      provided that the requirements of Section 8-405 of the UCC are met, the
      Issuer shall execute and upon its request the Indenture Trustee shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Note, a replacement Note; provided,
however, that if any such destroyed, lost or stolen Note, but
      not a
      mutilated Note, shall have become or within 15 days shall be due and
      payable instead of issuing a replacement Note, the Issuer may pay such
      destroyed, lost or stolen Note when so due or payable without surrender
      thereof.  If, after the delivery of such replacement Note or payment
      of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
      sentence, a bona fide purchaser of the original Note in lieu of which such
      replacement Note was issued presents for payment such original Note, the Issuer
      and the Indenture Trustee shall be entitled to recover such replacement Note
      (or
      such payment) from the Person to whom it was delivered or any Person taking
      such
      replacement Note from such Person to whom such replacement Note was delivered
      or
      any assignee of such Person, except a bona fide purchaser, and shall be entitled
      to recover upon the security or indemnity provided therefor to the extent of
      any
      loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee
      in
      connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section, the Issuer may require
      the
      payment by the holder of the Notes thereof of a sum sufficient to cover any
      tax
      or other governmental charge that may be imposed in relation thereto and any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    SECTION
      2.06  Persons
      Deemed Owner.  Prior to due presentment for registration of
      transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
      Issuer or the Indenture Trustee may treat the Person in whose name any Note
      is
      registered (as of the day of determination) as the owner of such Note for the
      purpose of receiving payments of principal of (with respect to each Class of
      Notes other than the Class A-IO Notes) and interest on such Note and for all
      other purposes whatsoever, whether or not such Note be overdue, and neither
      the
      Issuer or the Indenture Trustee nor any agent of the Issuer or the Indenture
      Trustee shall be affected by notice to the contrary.

     

    SECTION
      2.07  Payment
      of Principal and Interest; Defaulted Interest.

     

    (a) Each
      Class of Notes shall accrue interest as provided in the applicable form of
      such
      Class set forth in Exhibits A-1 through A-5 respectively, and such interest
      accrued on each Class of Notes shall be payable on each applicable Distribution
      Date as specified therein and in the order set forth in Section 8.02 hereof,
      subject to Section 3.01.  Interest shall accrue on each Class of
      Auction Rate Notes as described in Appendix B hereto.  Any installment
      of interest or principal, if any, with respect to each Class of Notes payable
      on
      any applicable Note which is punctually paid or duly provided for by the Issuer
      on the applicable Distribution Date shall be paid to the Person in whose name
      such Note (or one or more Predecessor Notes) is registered on the Record Date
      by
      check mailed first-class, postage prepaid to such Person’s address as it appears
      on the Note Register on such Record Date, except that, unless Definitive Notes
      have been issued pursuant to Section 2.12, with respect to Notes registered
      on the Record Date in the name of the nominee of the Clearing Agency (initially,
      such nominee to be Cede & Co.), payment will be made by wire transfer in
      immediately available funds to the account designated by such nominee and except
      for the final installment of principal payable with respect to such Note on
      a
      Distribution Date or on the applicable Note Final Maturity Date which shall
      be
      payable as provided below.  The funds represented by any such checks
      returned undelivered shall be held in accordance with
      Section 3.03.

     

    (b)  The
      principal of each Note (other than the Class A-IO Notes) shall be payable in
      installments on each Distribution Date as provided in the applicable form of
      Note set forth in Exhibits A-1 through A-5, respectively, to the extent the
      amount of funds required and available to be distributed in respect of principal
      on such Class of Notes pursuant to the terms of this Indenture;
provided, however, the entire unpaid principal amount of each
      Class of Notes, other than the Class A-IO Notes, shall be due and payable on
      its
      respective Final Maturity Date.  Notwithstanding the foregoing, the
      entire unpaid principal amount of the Notes, other than the Class A-IO Notes,
      shall be due and payable, if not previously paid, on the date on which an Event
      of Default shall have occurred and is continuing, if the Indenture Trustee
      or
      the Controlling Party has declared the Notes to be immediately due and payable
      in the manner provided in Section 5.02.  All principal payments
      on each Class of Class A Notes, other than the Class A-IO Notes and unless
      otherwise provided herein, shall be made sequentially in ascending numerical
      order until each Class is paid in full, as further described
      herein.  All principal payments on each Class of Auction Rate Notes
      shall be made as described in Appendix B hereto.  The Indenture
      Trustee shall notify the Person in whose name a Note is registered at the close
      of business on the Record Date preceding the Distribution Date on which the
      Issuer expects that the final installment of principal of and interest on any
      Class of Notes, other than the Class A-IO Notes, will be paid.  Such
      notice shall be mailed or transmitted by facsimile prior to such final
      Distribution Date and shall specify that such final installment will be payable
      only upon presentation and surrender of such Note and shall specify the place
      where such Note may be presented and surrendered for payment of such
      installment.

     

    (c)  If
      the
      Issuer defaults in a payment of interest on any Class of the Notes, the Issuer
      shall pay defaulted interest (plus interest on such defaulted interest to the
      extent lawful) at the applicable Note Interest Rate in any lawful
      manner.  The Issuer shall pay such defaulted interest to the persons
      who are holders of such Class or Classes of Notes on a subsequent special record
      date, which date shall be at least three Business Days prior to the payment
      date.  The Issuer shall fix or cause to be fixed any such special
      record date and payment date, and, at least 15 days before any such special
      record date, the Issuer shall mail to each holder of the affected Class or
      Classes of Notes and the Indenture Trustee a notice that states the special
      record date, the payment date and the amount of defaulted interest to be
      paid.

     

    SECTION
      2.08  Cancellation.  All
      Notes surrendered for payment, registration of transfer or exchange shall,
      if
      surrendered to any Person other than the Indenture Trustee, be delivered to
      the
      Indenture Trustee and shall be promptly cancelled by the Indenture
      Trustee.  The Issuer may at any time deliver to the Indenture Trustee
      for cancellation any Notes previously authenticated and delivered hereunder
      which the Issuer may have acquired in any manner whatsoever, and all Notes
      so
      delivered shall be promptly cancelled by the Indenture Trustee.  No
      Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
      as provided in this Section, except as expressly permitted by this
      Indenture.  All cancelled Notes may be held or disposed of by the
      Indenture Trustee in accordance with its standard retention or disposal policy
      as in effect at the time, unless the Issuer shall direct by an Issuer Order
      that
      they be returned to it and so long as such Issuer Order is timely and the Notes
      have not been previously disposed of by the Indenture Trustee.

     

    SECTION
      2.09  Release
      of Collateral.  Subject to Section 11.01 and the terms of the
      Basic Documents, the Indenture Trustee shall release property from the lien
      of
      this Indenture only upon receipt of an Issuer Request accompanied by an
      Officers’ Certificate of the Issuer.

     

    SECTION
      2.10  Book-Entry
      Notes.  The Notes, upon original issuance, will be issued in the
      form of typewritten Notes representing the Book-Entry Notes, to be delivered
      to
      The Depository Trust Company, the initial Clearing Agency, by, or on behalf
      of,
      the Issuer.  Such Notes shall initially be registered on the Note
      Register in the name of Cede & Co., the nominee of the initial Clearing
      Agency, and no Note Owner will receive a Definitive Note (as defined below)
      representing such Note Owner’s interest in such Note, except as provided in
      Section 2.12.  Unless and until definitive, fully registered
      Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to
      Section 2.12:

     

    (i)  the
      provisions of this Section shall be in full force and effect;

     

    (ii)  the
      Note
      Registrar and the Indenture Trustee may deal with the Clearing Agency for all
      purposes (including the payment of principal of and interest and other amounts
      on the Notes) as the authorized representative of the Note Owners;

     

    (iii)  to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Indenture, the provisions of this Section shall control;

     

    (iv)  the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
      to the Note Depository Agreements.  Unless and until Definitive Notes
      are issued pursuant to Section 2.12, the initial Clearing Agency will make
      book-entry transfers among the Clearing Agency Participants and receive and
      transmit payments of principal of and interest and other amounts on the Notes
      to
      such Clearing Agency Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of the holders of the Notes evidencing a specified percentage
      of
      the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to
      represent such percentage only to the extent that it has received instructions
      to such effect from Note Owners and/or Clearing Agency Participants owning
      or
      representing, respectively, such required percentage of the beneficial interest
      in the Notes and has delivered such instructions to the Indenture
      Trustee.

     

    SECTION
      2.11  Notices
      to Clearing Agency.  Whenever a notice or other communication to
      the holders of the Notes is required under this Indenture, unless and until
      Definitive Notes shall have been issued to Note Owners pursuant to
      Section 2.12, the Indenture Trustee shall give all such notices and
      communications specified herein to be given to the holders of the Notes to
      the
      Clearing Agency.

     

    SECTION
      2.12  Definitive
      Notes.  If (i) the Administrator advises the Indenture
      Trustee in writing that the Clearing Agency is no longer willing or able to
      properly discharge its responsibilities with respect to the Notes, and the
      Administrator is unable to locate a qualified successor, (ii) circumstances
      change so that the book-entry system through the Clearing Agency is less
      advantageous due to economic or administrative burden or the use of the
      book-entry system becomes unlawful with respect to the Notes or the Issuer
      notifies the Indenture Trustee in writing that because of the change in
      circumstances the Issuer is terminating the book-entry system with respect
      to
      the Notes or (iii) after the occurrence of an Event of Default, the Controlling
      Party advises the Clearing Agency (which shall then notify the Indenture
      Trustee) in writing that the continuation of a book-entry system through the
      Clearing Agency is no longer in the best interests of the Note Owners, then
      the
      Indenture Trustee will cause the Clearing Agency to notify all Note Owners,
      through the Clearing Agency, of the occurrence of any such event and of the
      availability of Definitive Notes to Note Owners requesting the
      same.  Upon surrender to the Indenture Trustee of the typewritten
      Notes representing the Book-Entry Notes by the Clearing Agency, accompanied
      by
      registration instructions, the Issuer shall execute and the Indenture Trustee
      shall authenticate the Definitive Notes in accordance with the instructions
      of
      the Clearing Agency.  None of the Issuer, the Note Registrar or the
      Indenture Trustee shall be liable for any delay in delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions.  Upon the issuance of Definitive Notes, the Indenture
      Trustee shall recognize the holders of the Definitive Notes as the Noteholders
      for such Class of Notes.

     

    SECTION
      2.13  Tax
      Treatment.  The Issuer has entered into this Indenture, and the
      Notes will be issued, with the intention that, for federal, state and local
      income, business and franchise tax purposes, the Notes will qualify as
      indebtedness of the Issuer.  The Issuer, by entering into this
      Indenture, and each Noteholder, by its acceptance of its Note, agree to treat
      the Notes for federal, state and local income, business and franchise tax
      purposes as indebtedness of the Issuer.

     

    ARTICLE
      III


     

    Covenants

     

    SECTION
      3.01  Payment
      to Noteholders.  The Issuer will duly and punctually pay the
      principal of and interest owing on each Class of Notes (and in the case of
      Class
      A-IO Notes, interest and Prepayment Penalties) pursuant to the terms of this
      Indenture.  Without limiting the foregoing, subject to Section 8.02,
      the Issuer will cause to be distributed to the holders of each Class of Notes
      that portion of the amounts on deposit in the Trust Accounts on a Distribution
      Date, to which the holders of each Class of Notes are entitled to receive
      pursuant to the terms of this Indenture.  Amounts properly withheld
      under the Code by any Person from a payment to any holder of the Notes of
      interest on and/or principal of shall be considered as having been paid by
      the
      Issuer to such holder of the applicable Notes for all purposes of this
      Indenture.  The Notes will be non-recourse obligations of the Issuer
      and shall be limited in right of payment to amounts available from the Indenture
      Trust Estate as provided in this Indenture and the Issuer shall not be otherwise
      liable on the Notes. 

     

    SECTION
      3.02  Maintenance
      of Office or Agency.  The Issuer will maintain in the Borough of
      Manhattan, The City of New York, an office or agency where Notes may be
      surrendered for registration of transfer or exchange.  The Issuer
      hereby initially designates U.S. Bank National Association, U.S. Bank Trust
      New
      York, 100 Wall Street, Suite 1600, New York, New York 10005 to serve as its
      agent for the foregoing purposes.  The Issuer will give prompt written
      notice to the Indenture Trustee of the location, and of any change in the
      location, of any such office or agency.  If at any time the Issuer
      shall fail to maintain any such office or agency or shall fail to furnish the
      Indenture Trustee with the address thereof, such surrenders may be made or
      served at the Corporate Trust Office of the Indenture Trustee, and the Issuer
      hereby appoints the Indenture Trustee as its agent to receive all such
      surrenders in respect of the Notes.

     

    SECTION
      3.03  Money
      for Payments To Be Held in Trust.  As provided in Section 8.02,
      all payments of amounts due and payable with respect to any Notes, that are
      to
      be made from amounts distributed from the Collection Account or any other Trust
      Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the
      Indenture Trustee or by another Paying Agent, and no amounts so distributed
      from
      the Collection Account for payments of Notes shall be paid over to the Issuer
      except as provided in this Section.  The Indenture Trustee is hereby
      appointed as the initial “Paying Agent” hereunder and the Indenture Trustee
      hereby accepts such appointment.

     

    On
      or
      before the Business Day next preceding each Distribution Date, the Issuer shall
      distribute or cause to be distributed to the Indenture Trustee (or any other
      Paying Agent) an aggregate sum sufficient to pay the amounts then becoming
      due
      under each Class of the Notes, such sum to be held in trust for the benefit
      of
      the Persons entitled thereto and (unless the Paying Agent is the Indenture
      Trustee) shall promptly notify the Indenture Trustee of its action or failure
      so
      to act.

     

    The
      Issuer will cause each Paying Agent other than the Indenture Trustee to execute
      and deliver to the Indenture Trustee an instrument in which such Paying Agent
      shall agree with the Indenture Trustee (and if the Indenture Trustee acts as
      Paying Agent, it hereby so agrees), subject to the provisions of this Section,
      that such Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to each Class of
      the
      Notes in trust for the benefit of the Persons entitled thereto until such sums
      shall be paid to such Persons or otherwise disposed of as herein provided and
      pay such sums to such Persons as herein provided;

     

    (ii)  give
      the
      Indenture Trustee notice of any default by the Issuer of which it has actual
      knowledge (or any other obligor upon the Notes) in the making of any payment
      required to be made with respect to any Class of Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in
      trust by such Paying Agent;

     

    (iv)  immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by it in trust for the payment of each applicable Class of Notes if at
      any
      time it ceases to meet the standards required to be met by a Paying Agent at
      the
      time of its appointment; and

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Class of the Notes of any applicable withholding
      taxes imposed thereon and with respect to any applicable reporting requirements
      in connection therewith.

     

    The
      Administrator may at any time, for the purpose of obtaining the satisfaction
      and
      discharge of this Indenture or for any other purpose, by written order direct
      any Paying Agent to pay to the Indenture Trustee all sums held in trust by
      such
      Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
      as those upon which the sums were held by such Paying Agent; and upon such
      payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
      be
      released from all further liability with respect to such money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for two years after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuer on Issuer Request; and the holder of such Notes thereof shall
      thereafter, as an unsecured general creditor, look only to the Issuer for
      payment thereof (but only to the extent of the amounts so paid to the Issuer),
      and all liability of the Indenture Trustee or such Paying Agent with respect
      to
      such trust money shall thereupon cease; provided, however,
      that the Indenture Trustee or such Paying Agent, before being required to make
      any such repayment, shall at the expense and direction of the Issuer cause
      to be
      published once, in a newspaper published in the English language, customarily
      published on each Business Day and of general circulation in The City of New
      York, notice that such money remains unclaimed and that, after a date specified
      therein, which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the
      Issuer.

     

    SECTION
      3.04  Existence.  The
      Issuer will keep in full effect its existence, rights and franchises as a trust
      under the laws of the State of Delaware (unless it becomes, or any successor
      Issuer hereunder is or becomes, organized under the laws of any other State
      or
      of the United States of America, in which case the Issuer will keep in full
      effect its existence, rights and franchises under the laws of such other
      jurisdiction) and will obtain and preserve its qualification to do business
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Indenture, the Notes, the
      Collateral and each other instrument or agreement included in the Indenture
      Trust Estate.

     

    SECTION
      3.05  Protection
      of Indenture Trust Estate.  The Issuer will from time to time
      execute and deliver all such supplements and amendments hereto and all such
      financing statements, continuation statements, instruments of further assurance
      and other instruments, and will take such other action necessary or advisable
      to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)  enforce
      any of the Collateral; or

     

    (iv)  preserve
      and defend title to the Indenture Trust Estate and the rights of the Indenture
      Trustee, and the holders of the Notes and Ambac in such Indenture Trust Estate
      against the claims of all persons and parties.

     

    The
      Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
      to
      execute any financing statement, continuation statement or other instrument
      required to be executed pursuant to this Section.

     

    SECTION
      3.06  Opinions
      as to Indenture Trust Estate.  (a)  On the Closing Date,
      the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
      stating that, in the opinion of such counsel, such action has been taken with
      respect to the recording and filing of this Indenture, any indentures
      supplemental hereto, and any other requisite documents, and with respect to
      the
      execution and filing of any financing statements and continuation statements,
      as
      are necessary to perfect and make effective the lien and security interest
      of
      this Indenture and reciting the details of such action, or stating that, in
      the
      opinion of such counsel, no such action is necessary to make such lien and
      security interest effective.

     

    (b)  On
      or
      before April 30 in each calendar year, beginning in 2008, the Issuer shall
      furnish to the Indenture Trustee an Opinion of Counsel either stating that,
      in
      the opinion of such counsel, such action has been taken with respect to the
      recording, filing, re-recording and refiling of this Indenture, any indentures
      supplemental hereto and any other requisite documents and with respect to the
      execution and filing of any financing statements and continuation statements
      as
      is necessary to maintain the lien and security interest created by this
      Indenture and reciting the details of such action or stating that in the opinion
      of such counsel no such action is necessary to maintain such lien and security
      interest.  Such Opinion of Counsel shall also describe the recording,
      filing, re-recording and refiling of this Indenture, any indentures supplemental
      hereto and any other requisite documents and the execution and filing of any
      financing statements and continuation statements that will, in the opinion
      of
      such counsel, be required to maintain the lien and security interest of this
      Indenture until April 30 in the following calendar year.

     

    SECTION
      3.07  Performance
      of Obligations; Servicing of Financed Student
      Loans.  (a)  The Issuer will not take any action and
      will use its best efforts not to permit any action to be taken by others that
      would release any Person from any of such Person’s material covenants or
      obligations under any instrument or agreement included in the Indenture Trust
      Estate or that would result in the amendment, hypothecation, subordination,
      termination or discharge of, or impair the validity or effectiveness of, any
      such instrument or agreement, except as expressly provided in this Indenture
      or
      the other Basic Documents.

     

    (b)  Although
      the Issuer will contract with other Persons to assist it in performing its
      duties under this Indenture, any performance of such duties by a Person
      identified to the Indenture Trustee in an Officers’ Certificate of the Issuer
      shall be deemed to be action taken by the Issuer.  Initially, the
      Issuer has contracted with the Servicers and the Administrator to assist the
      Issuer in performing its duties under this Indenture.

     

    (c)  The
      Issuer will enforce all of its rights under this Indenture and the Basic
      Documents, including, without limitation, enforcing the covenants and agreements
      of the Depositor in the Deposit and Sale Agreement (including covenants to
      the
      effect that the Depositor will enforce covenants against the Sellers under
      the
      Student Loan Purchase Agreements), and will punctually perform and observe
      all
      of its obligations and agreements contained in this Indenture, the other Basic
      Documents and in the instruments and agreements included in the Indenture Trust
      Estate, including filing or causing to be filed all UCC financing statements
      and
      continuation statements required to be filed by the terms of this Indenture
      in
      accordance with and within the time periods provided for herein and
      therein.  Except as otherwise expressly provided therein, the Issuer
      shall not waive, amend, modify, supplement or terminate any Basic Document
      or
      any provision thereof without the consent of the Indenture Trustee and the
      Controlling Party.

     

    (d)  If
      the
      Issuer shall have knowledge of the occurrence of a Servicer
      Default,  an Administrator Default or a Back-up Administrator Default,
      the Issuer shall promptly notify the Indenture Trustee, Ambac (provided that
      Ambac is then the Controlling Party) and the Rating Agencies thereof, and shall
      specify in such notice the action, if any, the Issuer is taking with respect
      to
      such default.  If a Servicer Default shall arise from the failure of a
      Servicer to perform any of its duties or obligations under the Servicing
      Agreement, or an Administrator Default shall arise from the failure of the
      Administrator to perform any of its duties or obligations under the
      Administration Agreement, or a Back-up Administrator Default shall arise from
      the failure of the Back-up Administrator to perform any of its duties or
      obligations under the Back-up Administration Agreement, as the case may be,
      with
      respect to the Financed Student Loans, the Issuer shall take all reasonable
      steps available to it to enforce its rights under the Basic Documents in respect
      of such failure.

     

    (e)  Upon
      any
      partial or complete termination of a Servicer’s rights and powers pursuant to a
      Servicing Agreement, or any termination of the Administrator’s rights and powers
      pursuant to the Administration Agreement, or any termination of the Back-up
      Administrator’s rights and powers pursuant to the Back-up Administration
      Agreement, as the case may be, the Issuer shall promptly notify the Indenture
      Trustee, Ambac (provided that Ambac is then the Controlling
      Party)  and the Rating Agencies.  As soon as a successor
      Servicer, a successor Administrator, or a successor Back-up Administrator is
      appointed, the Issuer shall notify the Indenture Trustee, Ambac (provided that
      Ambac is then the Controlling Party) and the Rating Agencies of such
      appointment, specifying in such notice the name and address of such Successor
      Servicer, such Successor Administrator or such Back-up
      Administrator.

     

    (f)  Without
      derogating from the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      the Issuer agrees that it will not, without the prior written consent of the
      Indenture Trustee and the Controlling Party, amend, modify, waive, supplement,
      terminate or surrender, or agree to any amendment, modification, supplement,
      termination, waiver or surrender of, the terms of any Collateral or the Basic
      Documents, except to the extent otherwise provided therein, or waive timely
      performance or observance by a Servicer, the Administrator, the Back-up
      Administrator, the Depositor, the Issuer or the Owner Trustee under the Basic
      Documents; provided, however, that no such amendment shall (i)
      increase or reduce in any manner the amount of, or accelerate or delay the
      timing of, collections of payments with respect to the Financed Student Loans
      or
      distributions that shall be required to be made for the benefit of the holders
      of Notes, (ii) if Ambac is not then the Controlling Party, amend the percentage
      of the Outstanding Amount of the related Class Notes, which are required to
      consent to any such amendment, without the consent of all outstanding holders
      of
      all Classes of Notes affected by such amendment.  If any such
      amendment, modification, supplement or waiver shall be so consented to by the
      Indenture Trustee and the Controlling Party (or such holders of Notes, as the
      case may be), the Issuer agrees, promptly following a request by the Indenture
      Trustee to do so, to execute and deliver, in its own name and at its own
      expense, such agreements, instruments, consents and other documents as the
      Indenture Trustee may deem necessary or appropriate in the
      circumstances.

     

    SECTION
      3.08  Negative
      Covenants.  So long as any Notes are Outstanding, the Issuer shall
      not:

     

    (i)  except
      as
      expressly permitted by this Indenture or any other Basic Document, sell,
      transfer, exchange or otherwise dispose of any of the properties or assets
      of
      the Issuer, including those included in the Indenture Trust Estate, unless
      directed to do so by the Indenture Trustee or Ambac (provided that Ambac is
      then
      the Controlling Party)  pursuant to the terms hereof;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of the applicable Notes (other than amounts properly withheld from
      such
      payments under the Code or applicable state law) or assert any claim against
      any
      present or former holder of the Notes by reason of the payment of the taxes
      levied or assessed upon any part of the Indenture Trust Estate; or

     

    (iii)  (A) permit
      the validity or effectiveness of this Indenture to be impaired, or permit the
      lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or
      discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby or thereby, (B) permit any lien, charge, excise,
      claim, security interest, mortgage or other encumbrance (other than the lien
      of
      this Indenture) to be created on or extend to or otherwise arise upon or burden
      the Indenture Trust Estate or any part thereof or any interest therein or the
      proceeds thereof (other than tax liens and other liens that arise by operation
      of law, in each case arising solely as a result of an action or omission of
      the
      related Obligor, and other than as expressly permitted by the Basic Documents)
      or (C) permit the lien of this Indenture not to constitute a valid first
      priority (other than with respect to any such tax or other lien) security
      interest in the Indenture Trust Estate.

     

    SECTION
      3.09  Annual
      Statement as to Compliance.  The Issuer will deliver to the
      Indenture Trustee, on or before March 15 of each year, commencing March 15,
      2008, an Officers’ Certificate of the Issuer stating that:

     

    (i)  a
      review
      of the activities of the Issuer during the previous calendar year and of
      performance under this Indenture has been made under such Authorized Officers’
supervision; and

     

    (ii)  to
      the
      best of such Authorized Officers’ knowledge, based on such review, the Issuer
      has complied with all conditions and covenants under this Indenture throughout
      such year, or, if there has been a default in the compliance of any such
      condition or covenant, specifying each such default known to such Authorized
      Officers and the nature and status thereof.

     

    SECTION
      3.10  Issuer
      May Consolidate, etc., Only on Certain Terms.

     

    (a)  The
      Issuer shall not consolidate or merge with or into any other Person
      unless:

     

    (i)  the
      Person (if other than the Issuer) formed by or surviving such consolidation
      or
      merger shall be a Person organized and existing under the laws of the United
      States of America or any State and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      principal of and interest on each Class of Notes, and the performance or
      observance of every agreement and covenant of this Indenture and the other
      Basic
      Documents on the part of the Issuer to be performed or observed, all as provided
      herein and therein;

     

    (ii)  immediately
      after giving effect to such transaction, no Default shall have occurred and
      be
      continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to Ambac (provided that Ambac is then the Controlling Party)
      and
      the Indenture Trustee) to the effect that such transaction will not have any
      material adverse Federal tax consequence to the Issuer, Ambac (provided that
      Ambac is then the Controlling Party), any holder of the Notes, or any holder
      of
      the Certificates;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken;

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of
      the Issuer and an Opinion of Counsel each stating that such consolidation or
      merger and such supplemental indenture comply with this Article III and that
      all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with; and

     

    (vii)  it
      has
      received the consent of Ambac (provided that Ambac is then the Controlling
      Party).

     

    (b)  The
      Issuer shall not convey or transfer all or substantially all its properties
      or
      assets, including those included in the Indenture Trust Estate, to any Person
      unless:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer the conveyance or transfer of which is hereby restricted shall (A) be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any State, (B) expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      principal of and interest on each Class of Notes and the performance or
      observance of every agreement and covenant of this Indenture and the other
      Basic
      Documents on the part of the Issuer to be performed or observed, all as provided
      herein and therein, (C) expressly agree by means of such supplemental indenture
      that all right, title and interest so conveyed or transferred shall be subject
      and subordinate to the rights of holders of the Notes and (D) unless otherwise
      provided in such supplemental indenture, expressly agree to indemnify, defend
      and hold harmless the Issuer against and from any loss, liability or expense
      arising under or related to this Indenture and the Notes;

     

    (ii)  immediately
      after giving effect to such transaction, no Default shall have occurred and
      be
      continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee) to the effect that such transaction
      will not have any material adverse Federal tax consequence to the Issuer, any
      holder of the Notes or any holder of the Certificates;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken;

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of
      the Issuer and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with; and

     

    (vii)  it
      has
      received the consent of Ambac (provided that Ambac is then the Controlling
      Party).

     

    SECTION
      3.11  Successor
      or Transferee.  (a)  Upon any consolidation or merger of
      the Issuer in accordance with Section 3.10(a), the Person formed by or surviving
      such consolidation or merger (if other than the Issuer) shall succeed to, and
      be
      substituted for, and may exercise every right and power of, the Issuer under
      this Indenture with the same effect as if such Person had been named as the
      Issuer herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section 3.10(b), The National Collegiate Student Loan Trust 2007-3 will
      be released from every covenant and agreement of this Indenture to be observed
      or performed on the part of the Issuer with respect to the Notes immediately
      upon the delivery by the Issuer of written notice to the Indenture Trustee
      stating that The National Collegiate Student Loan Trust 2007-3 is to be so
      released.

     

    SECTION
      3.12  No
      Other Business.  The Issuer shall not engage in any business other
      than financing, purchasing, owning, selling and servicing the Financed Student
      Loans in the manner contemplated by this Indenture and the other Basic Documents
      and activities incidental thereto.

     

    SECTION
      3.13  No
      Borrowing.  The Issuer shall not issue, incur, assume, guarantee
      or otherwise become liable, directly or indirectly, for any indebtedness except
      for the Notes.

     

    SECTION
      3.14  Disposing
      of Financed Student Loans.  Other than pursuant to Article V,
      Financed Student Loans may only be sold, transferred, exchanged or otherwise
      disposed of by the Indenture Trustee free from the lien of this Indenture (i)
      for transfer to a Guarantee Agency pursuant to the terms of the applicable
      Guarantee Agreement; (ii) to a Seller or the Depositor in accordance with the
      applicable Student Loan Purchase Agreement or the Deposit and Sale Agreement;
      or
      (iii) to a Servicer in and, in each case, if the Indenture Trustee is provided
      with the following:

     

    (a)  an
      Issuer
      Order stating the sale price and directing that Financed Student Loans be sold,
      transferred or otherwise disposed of and delivered to a transferee whose name
      shall be specified; and

     

    (b)  a
      certificate signed by an Authorized Officer of the Issuer to the effect that
      the
      disposition price is equal to or in excess of the amount required by the
      applicable Guarantee Agreement in the case of clause (i), by the applicable
      Student Loan Purchase Agreement in the case of clause (ii), or by the applicable
      Servicing Agreement in the case of clause (iii).

     

    Subject
      to the provisions of this Indenture and except for sales of Financed Student
      Loans pursuant to this Section 3.14, the Indenture Trustee shall release
      property from the lien of this Indenture only upon receipt of an Issuer Order,
      an Opinion of Counsel and independent certificates in accordance with TIA
      Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such
      independent certificates to the effect that the TIA does not require any such
      independent certificates.

     

    Each
      Noteholder, by the acceptance of a Note, acknowledges that from time to time
      the
      Indenture Trustee shall release the lien of this Indenture on any Financed
      Student Loan to be sold pursuant to this Section 3.14, and each Noteholder,
      by
      the acceptance of a Note, consents to any such release.

     

    The
      Indenture Trustee, as a third-party beneficiary under the Student Loan Purchase
      Agreements entered into by the Depositor, who has assigned its entire right,
      title and interest in such Student Loan Purchase Agreements to the Issuer
      pursuant to the terms of the Deposit and Sale Agreement, shall have the right
      to
      request the repurchase of loans by the applicable Seller or the Depositor,
      as
      the case may be, together with any indemnity payments due thereunder upon the
      conditions and subject to the provisions contained in the Student Loan Purchase
      Agreements and the Deposit and Sale Agreement.  The Indenture Trustee
      shall make such a request to the applicable Seller under the related Student
      Loan Purchase Agreement or the Depositor under the Deposit and Sale Agreement,
      as the case may be, to repurchase and, as the case may be, pay any indemnity
      amounts due with respect to certain specific loans pursuant to the Student
      Loan
      Purchase Agreements or the Deposit and Sale Agreement, as applicable, if (i)
      a
      Responsible Officer of the Indenture Trustee has actual knowledge that the
      conditions precedent to such a repurchase or indemnity obligation with respect
      to such loans have been satisfied; (ii) the Indenture Trustee has notified
      the
      Issuer in writing that such conditions have been satisfied; and (iii) the Issuer
      has not exercised its right to request the repurchase or indemnity of the
      applicable loans by the applicable Seller or the Depositor, as the case may
      be,
      within 10 days after receiving written notice from the Indenture
      Trustee.

     

    SECTION
      3.15  Guarantees,
      Loans, Advances and Other Liabilities.  Except as contemplated by
      this Indenture or the other Basic Documents, the Issuer shall not make any
      loan
      or advance or credit to, or guarantee (directly or indirectly or by an
      instrument having the effect of assuring another’s payment or performance on any
      obligation or capability of so doing or otherwise), endorse or otherwise become
      contingently liable, directly or indirectly, in connection with the obligations,
      stocks or dividends of, or own, purchase, repurchase or acquire (or agree
      contingently to do so) any stock, obligations, assets or securities of, or
      any
      other interest in, or make any capital contribution to, any other
      Person.

     

    SECTION
      3.16  Capital
      Expenditures.  The Issuer shall not make any expenditure (by
      long-term or operating lease or otherwise) for capital assets (either realty
      or
      personalty).

     

    SECTION
      3.17  Restricted
      Payments.  The Issuer shall not, directly or indirectly,
      (i) pay any dividend or make any distribution (by reduction of capital or
      otherwise), whether in cash, property, securities or a combination thereof,
      to
      the Owner Trustee or any owner of a beneficial interest in the Issuer or
      otherwise with respect to any ownership or equity interest or security in or
      of
      the Issuer or to the Depositor, a Servicer, the Administrator or the Back-up
      Administrator, (ii) redeem, purchase, retire or otherwise acquire for value
      any such ownership or equity interest or security or (iii) set aside or
      otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, distributions
      to such persons as contemplated by, and to the extent funds are available for
      such purpose under, this Indenture and the other Basic Documents.  The
      Issuer will not, directly or indirectly, make payments to or distributions
      from
      the Collection Account except in accordance with this Indenture and the other
      Basic Documents.

     

    SECTION
      3.18  Notice
      of Events of Default.  The Issuer shall give the Indenture
      Trustee, Ambac (provided that Ambac is then the Controlling Party) and the
      Rating Agencies prompt written notice of each Event of Default hereunder and
      each default on the part of a Servicer of its obligations under a Servicing
      Agreement or the Administrator of its obligations under the Administration
      Agreement.  In addition, the Issuer shall deliver to the Indenture
      Trustee and Ambac (provided that Ambac is then the Controlling Party), within
      five days after the occurrence thereof, written notice in the form of an
      Officers’ Certificate of the Issuer of any event which with the giving of notice
      and the lapse of time would become an Event of Default under Section 5.01(iv),
      its status and what action the Issuer is taking or proposes to take with respect
      thereto.

     

    SECTION
      3.19  Further
      Instruments and Acts.  Upon request of the Indenture Trustee
      (acting at the direction of the Controlling Party), the Issuer will execute
      and
      deliver such further instruments and do such further acts as may be reasonably
      necessary or proper to carry out more effectively the purpose of this
      Indenture.

     

    SECTION
      3.20  Additional
      Covenants.  The Issuer covenants that it will acquire or cause to
      be acquired Student Loans as described herein.  Neither the
      Noteholders nor Ambac shall in any circumstances be deemed to be the owner
      or
      holder of the Financed Student Loans.

     

    The
      Issuer, or its designated agent, shall be responsible for each of the following
      actions:

     

    (a)  The
      Issuer, or its designated agent, shall cause the benefits of the Guarantee
      Agreements to flow to the Indenture Trustee.

     

    (b)  The
      Indenture Trustee shall have no obligation to administer, service or collect
      the
      loans in the Indenture Trust Estate or to maintain or monitor the
      administration, servicing or collection of such loans.

     

    (c)  The
      Issuer shall comply with all United States statutes, rules and regulations
      which
      apply to the Student Loan Programs, the Program Manual and the Financed Student
      Loans.

     

    (d)  The
      Issuer shall cause to be diligently enforced and taken all reasonable steps,
      actions and proceedings necessary for the enforcement of all terms, covenants
      and conditions of all Financed Student Loans made and agreements in connection
      therewith, including the prompt payment of all principal and interest payments
      and all other amounts due the Issuer thereunder.  The Issuer shall not
      permit the release of the obligations of any borrower under any Financed Student
      Loan and shall at all times, to the extent permitted by law, cause to be
      defended, enforced, preserved and protected the rights and privileges of the
      Issuer, the Indenture Trustee, Ambac (provided that Ambac is then the
      Controlling Party) and of the Noteholders under or with respect to each Financed
      Student Loan and agreement in connection therewith.

     

    (e)  The
      Issuer shall take all appropriate action to ensure that at the time each Student
      Loan becomes a part of the Indenture Trust Estate it shall be free and clear
      from all liens.

     

    (f)  The
      Issuer shall diligently enforce, and take all steps, actions and proceedings
      reasonably necessary to protect its rights with respect to each Financed Student
      Loan, and to maintain any guarantee (including the Guarantee issued by TERI)
      on
      and to enforce all terms, covenants and conditions of Financed Student Loans,
      including its rights and remedies under the Deposit and Sale Agreement and
      the
      TERI Pledge Fund.

     

    The
      Indenture Trustee shall not be deemed to be the designated agent for the
      purposes of this Section unless it has agreed in writing to be such
      agent.

     

    SECTION
      3.21  Covenant
      Regarding Financed Student Loans.  The Issuer hereby covenants
      that all Student Loans to be acquired hereunder will meet the
      following:

     

    (a)  Each
      Student Loan is evidenced by an executed credit agreement, which is a valid
      and
      binding obligation of the Obligor, enforceable by or on behalf of the holder
      thereof in accordance with its terms, subject to bankruptcy, insolvency and
      other laws relating to or affecting creditors’ rights.

     

    (b)  The
      amount of the unpaid principal balance of each Student Loan is due and owing,
      and no counterclaim, offset, defense or right to rescission exists with respect
      to any such Student Loan which can be asserted and maintained or which, with
      notice, lapse of time, or the occurrence or failure to occur of any act or
      event, could be asserted and maintained by the Obligor against the Issuer as
      assignee thereof.  The Issuer shall take all reasonable actions to
      assure that no maker of a Student Loan has or may acquire a defense to the
      payment thereof.

     

    (c)  No
      Student Loan has a payment that is more than 90 days overdue other than such
      Student Loans that, in the aggregate, do not exceed 1.00% of the then aggregate
      outstanding principal amount of the Student Loans.

     

    (d)  The
      Issuer has full right, title and interest in each Student Loan free and clear
      of
      all liens, pledges or encumbrances whatsoever.

     

    (e)  Each
      Student Loan was made in compliance with all applicable state and federal laws,
      rules and regulations, including, without limitation, all applicable
      nondiscrimination, truth-in-lending, consumer credit and usury
      laws.

     

    (f)  All
      loan
      documentation shall be delivered to the applicable Servicer (as custodian for
      the Indenture Trustee) prior to payment of the purchase price of such Student
      Loan.

     

    (g)  Each
      Student Loan is accruing interest (whether or not such interest is being paid
      currently by the borrower or is being capitalized), except as otherwise
      expressly permitted by this Indenture.

     

    (h)  Each
      Student Loan was originated in conformity with the “loan acceptance criteria”
(including, without limitation, any general policies, eligible borrower
      criteria, creditworthiness criteria and “good credit” criteria) and the “loan
      program terms” (including, without limitation, the loan amount, the interest
      rate and the guaranty fee)  (or any similar criteria or terms, however
      so designated, under the applicable Program Manual) contained in the Program
      Manual and otherwise, in substantial conformity with the Program
      Manual.

     

    (i)  Each
      Student Loan is guaranteed by a Guarantee Agency.

     

    SECTION
      3.22  Additional
      Representations of the Issuer.  The Issuer hereby makes the
      following representations and warranties to the Indenture Trustee, on behalf
      of
      the Noteholders and Ambac:

     

    (a)  Valid
      and Continuing Security Interest.  This Indenture creates a valid
      and continuing security interest (as defined in the applicable Uniform
      Commercial Code (“UCC”) in effect in the State of Delaware) in the Financed
      Student Loans and all other assets constituting part of the Indenture Trust
      Estate in favor of the Indenture Trustee, which security interest is prior
      to
      all other liens, charges, security interests, mortgages or other encumbrances,
      and is enforceable as such as against creditors of and purchasers from the
      Issuer.

     

    (b)  Accounts.  The
      Financed Student Loans constitute “accounts” or “payment intangibles” within the
      meaning of the applicable UCC.

     

    (c)  Good
      and Marketable Title.  The Issuer owns and has good and
      marketable title to the Financed Student Loans and all other assets constituting
      part of the Indenture Trust Estate free and clear of any lien, charge, security
      interest, mortgage or other encumbrance, claim or encumbrance of any Person,
      other that those granted pursuant to this Indenture.

     

    (d)  Perfection
      by Filing.  The Issuer has caused the filing of all appropriate
      financing statements in the proper filing office in the appropriate
      jurisdictions under applicable law in order to perfect the security interest
      in
      the Financed Student Loans and all other assets of the Indenture Trust Estate
      granted to the Indenture Trustee hereunder.

     

    (e)  Perfection
      by Possession.  The Issuer has given the Indenture Trustee a copy
      of a written acknowledgment from the applicable custodian that such custodian
      is
      holding executed copies of the credit agreements that constitute or evidence
      the
      Financed Student Loans, and that such custodian is holding such notes solely
      on
      behalf and for the benefit of the Indenture Trustee.

     

    (f)  Priority.  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuer has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Financed Student Loans or any
      other portion of the Indenture Trust Estate.  The Issuer has not
      authorized the filing of and is not aware of any financing statements against
      the Issuer that include a description of collateral covering the Financed
      Student Loans or any other portion of the Indenture Trust Estate other than
      any
      financing statement relating to the security interest granted to the Indenture
      Trustee hereunder or that has been terminated.  The Issuer is not
      aware of any judgment or tax lien filings against the Issuer.

     

    (g)  Valid
      Business Reasons; No Fraudulent Transfers.  The transactions
      contemplated by this Indenture are in the ordinary course of the Issuer’s
      business and the Issuer has valid business reasons for granting the Indenture
      Trust Estate pursuant to this Indenture.  At the time of each such
      Grant: (i) the Issuer granted the Indenture Trust Estate to the Indenture
      Trustee without any intent to hinder, delay, or defraud any current or future
      creditor of the Issuer; (ii) the Issuer was not insolvent and did not become
      insolvent as a result of any such Grant; (iii) the Issuer was not engaged and
      was not about to engage in any business or transaction for which any property
      remaining with such entity was an unreasonably small capital or for which the
      remaining assets of such entity are unreasonably small in relation to the
      business of such entity or the transaction; (iv) the Issuer did not intend
      to
      incur, and did not believe or should not have reasonably believed, that it
      would
      incur, debts beyond its ability to pay as they become due; and (v) the
      consideration paid received by the Issuer for the Grant of the Indenture Trust
      Estate was reasonably equivalent to the value of the related Grant.

     

    (h)  Guaranteed
      Investment Contract.  (i) On or after the Stepdown Date, the
      Administrator, on behalf of the Issuer, will replace the GIC Provider with
      the
      Replacement GIC Provider.  If no Replacement GIC provider is reasonably
      available, the Issuer shall instruct the Indenture Trustee to cause funds on
      deposit in the Reserve Account to be invested in another Eligible Investment
      pursuant to Section 8.02(b) hereof.   (ii) If at any time prior
      to the Stepdown Date, the GIC Provider  shall have a rating below AA-,
      Aa3 or AA- from S&P, Moody’s, or Fitch, respectively, then the GIC Provider
      shall, within 15 days of such rating downgrade, post security acceptable to
      Ambac.  If the GIC Provider does not so provide the required security, then
      the GIC Provider shall forthwith be replaced by the Administrator on behalf
      of
      the Issuer with a Replacement GIC provider.  If no Replacement GIC
      provider is reasonably available, the Issuer shall instruct the Indenture
      Trustee to cause funds on deposit in the Reserve Account to be invested in
      another Eligible Investment pursuant to Section 8.02(b) hereof.

     

    SECTION
      3.23  Issuer
      Separateness Covenants.  So long as any of the Notes are
      Outstanding:

     

    (a)  The
      Issuer shall not engage in any business or activity other than in connection
      with the activities contemplated hereby and in the Basic Documents, and in
      connection with the issuance of Notes.

     

    (b)  The
      funds
      and other assets of the Issuer shall not be commingled with those of any other
      individual, corporation, estate, partnership, joint venture, association, joint
      stock company, trust, unincorporated organization, or government or any agency
      or political subdivision thereof.

     

    (c)  The
      Issuer shall not be, become or hold itself out as being liable for the debts
      of
      any other party.

     

    (d)  The
      Issuer shall not form, or cause to be formed, any subsidiaries.

     

    (e)  The
      Issuer shall act solely in its own name and through its duly authorized officers
      or agents in the conduct of its business, and shall conduct its business so
      as
      not to mislead others as to the identity of the entity with which they are
      concerned.

     

    (f)  The
      Issuer shall maintain its records and books of account and shall not commingle
      its records and books of account with the records and books of account of any
      other Person.  The books of the Issuer may be kept (subject to any
      provision contained in the statutes) inside or outside the State of Delaware
      at
      such place or places as may be designated from time to time by the duly
      authorized officers of the Issuer.

     

    (g)  All
      actions of the Issuer shall be taken by a duly authorized officer or agent
      of
      the Issuer.

     

    (h)  The
      Issuer shall not amend, alter, change or repeal any provision contained in
      this
      Section without (i) the prior written consent of the Indenture Trustee and
      Ambac (provided that Ambac is then the Controlling Party) and
      (ii) satisfying the Rating Agency Condition.

     

    (i)  The
      Issuer shall not amend its organizational documents or change its jurisdiction
      of formation without first satisfying the Rating Agency Condition or without
      the
      consent of Ambac (provided that Ambac is then the Controlling
      Party).

     

    (j)  All
      audited financial statements of the Issuer that are consolidated with those
      of
      any Affiliate thereof will contain detailed notes clearly stating that
      (i) all of the Issuer’s assets are owned by the Issuer, and (ii) the
      Issuer is a separate entity with creditors who have received ownership and/or
      security interests in the Issuer’s assets.

     

    (k)  The
      Issuer will strictly observe legal formalities in its dealings with any of
      its
      Affiliates, and funds or other assets of the Issuer will not be commingled
      with
      those of any of its Affiliates.  The Issuer shall not maintain joint
      bank accounts or other depository accounts to which any of its Affiliates has
      independent access.  None of the Issuer’s funds will at any time be
      pooled with the funds of any of its Affiliates.

     

    (l)  The
      Issuer will maintain an arm’s length relationship with each Seller (and any
      Affiliate thereof), the Depositor (and any Affiliate thereof), and any of the
      Issuer’s Affiliates.  Any Person that renders or otherwise furnishes
      services to the Issuer will be compensated by the Issuer at market rates for
      such services it renders or otherwise furnishes to the Issuer except as
      otherwise provided in this Indenture.  The Issuer will not hold itself
      out to be responsible for the debts of the Seller, or the Depositor, the parent
      or the decisions or actions respecting the daily business and affairs of the
      Seller, the Depositor or the parent.

     

    (m)  The
      Issuer shall not sell, transfer, exchange or otherwise dispose of any portion
      of
      the Indenture Trust Estate except as expressly permitted by this
      Indenture.

     

    (n)  The
      Issuer shall not claim any credit on, or make any deduction from, the principal
      amount of any of the Notes by reason of the payment of any taxes levied or
      assessed upon any portion of the Indenture Trust Estate.

     

    (o)  The
      Issuer shall not permit the validity or effectiveness of this Indenture or
      the
      Grant hereunder to be impaired, or permit the lien of this Indenture to be
      amended, hypothecated, subordinated, terminated or discharged, or permit any
      Person to be released from any covenants or obligations under this Indenture,
      except as may be expressly permitted hereby.

     

    SECTION
      3.24  Reports
      by Issuer.  The Issuer will:

     

    (a)  File
      with
      the Indenture Trustee, within 15 days after the Issuer is required to file
      the same with the SEC, copies of the annual reports and of the information,
      documents and other reports (or copies of such portions of any of the foregoing
      as the SEC may from time to time by rules and regulations prescribe), if any,
      which the Issuer may be required to file with the SEC pursuant to
      Section 13 or Section 15(d) of the Exchange Act;

     

    (b)  File
      with
      the Indenture Trustee and the SEC, in accordance with rules and regulations
      prescribed from time to time by the SEC, such additional information, documents
      and reports, if any, with respect to compliance by the Issuer with the
      conditions and covenants of this Indenture as may be required from time to
      time
      by such rules and regulations; and

     

    (c)  Transmit
      by mail to the Noteholders, within 30 days after the filing thereof with
      the Indenture Trustee, in the manner and to the extent provided in TIA
      Section 313(c), such summaries of any information, documents and reports
      required to be filed by the Issuer, if any, pursuant to Section 3.24(a) and
      (b) as may be required by rules and regulations prescribed from time to time
      by
      the SEC.

     

    The
      Indenture Trustee may conclusively rely and accept such reports from the Issuer
      as fulfilling the requirements of this Section 3.24, with no further duty
      to examine such reports or to determine whether such reports comply with the
      prescribed timing, rules and regulations of the SEC.  Delivery of such
      reports to the Indenture Trustee is for informational purposes only and the
      Indenture Trustee’s receipt of such shall not constitute constructive notice of
      any information contained therein or determinable from information contained
      therein, including the Issuer’s compliance with any of its covenants hereunder
      (as to which the Indenture Trustee is entitled to rely on an Officers’
Certificate).

     

    ARTICLE
      IV


     

    Satisfaction
      and Discharge

     

    SECTION
      4.01  Satisfaction
      and Discharge of Indenture.  This Indenture shall cease to be of
      further effect with respect to the Notes except as to (i) rights of registration
      of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or
      stolen Notes, (iii) rights of holders of the Notes to receive payments of
      principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08,
      3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
      Trustee hereunder (including the rights of the Indenture Trustee under Section
      6.07 and the obligations of the Indenture Trustee under Section 4.02)
      (vi)  payments of all outstanding obligations to Ambac hereunder, and
      (vii) the rights of holders of the Notes, as beneficiaries hereof with respect
      to the property so deposited with the Indenture Trustee payable to all or any
      of
      them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
      shall execute proper instruments acknowledging satisfaction and discharge of
      this Indenture with respect to the Notes, when:

     

    (A)  a
      period
      of 367 days has expired after all Notes theretofore authenticated and delivered
      (other than (i) Notes that have been destroyed, lost or stolen and that have
      been replaced or paid as provided in Section 2.05 and (ii) Notes for whose
      payment money has theretofore been deposited in trust or segregated and held
      in
      trust by the Issuer and thereafter repaid to the Issuer or discharged from
      such
      trust, as provided in Section 3.03) have been delivered to the Indenture Trustee
      for cancellation;

     

    (B)  a
      period
      of 367 days has expired after the later of (i) the date on which no Notes are
      outstanding or (ii) the date on which the Issuer has paid or caused to be paid
      all other sums otherwise payable hereunder by the Issuer; and

     

    (C)  the
      Issuer has delivered to the Indenture Trustee an Officers’ Certificate of the
      Issuer and an Opinion of Counsel, each meeting the applicable requirements
      of
      Section 11.01 and, subject to Section 11.02, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge of
      this
      Indenture have been complied with.

     

    SECTION
      4.02  Application
      of Trust Money.  All moneys deposited with the Indenture Trustee
      pursuant to Section 4.01 hereof shall be held in trust and applied by it, in
      accordance with the provisions of the Notes and this Indenture, to the payment,
      either directly or through any Paying Agent, as the Indenture Trustee may
      determine, to the holders of the particular Notes for the payment of which
      such
      moneys have been deposited with the Indenture Trustee, of all sums due and
      to
      become due thereon for principal of and interest on each Class of Notes; but
      such moneys need not be segregated from other funds except to the extent
      required herein or required by law.

     

    SECTION
      4.03  Repayment
      of Moneys Held by Paying Agent.  In connection with the
      satisfaction and discharge of this Indenture with respect to the Notes, all
      moneys then held by any Paying Agent other than the Indenture Trustee under
      the
      provisions of this Indenture with respect to such Notes shall, upon demand
      of
      the Issuer, be paid to the Indenture Trustee to be held and applied according
      to
      Section 3.03 and thereupon such Paying Agent shall be released from all further
      liability with respect to such moneys.

     

    ARTICLE
      V


     

    Remedies

     

    SECTION
      5.01  Events
      of Default.  “Event of Default”, wherever used herein, means any
      one of the following events (whatever the reason for such Event of Default
      and
      whether it shall be voluntary or involuntary or be effected by operation of
      law
      or pursuant to any judgment, decree or order of any court or any order, rule
      or
      regulation of any administrative or governmental body):

     

    (i)  default
      in the payment of any interest on any Note when the same becomes due and
      payable, and such default shall continue for a period of three (3) Business
      Days; or

     

    (ii)  default
      in the payment of the principal of any Note (other than the Class A-IO Notes)
      (x) when the same becomes due and payable (but only to the extent there exists
      sufficient Available Funds therefor), or (y) on the Final Maturity Date with
      respect thereto; or

     

    (iii)  any
      payment is made by Ambac under the Financial Guaranty Insurance
      Policy;

     

    (iv)  default
      in the observance or performance of any covenant or agreement of the Issuer
      made
      in this Indenture or any other Basic Document (other than a covenant or
      agreement, a default in the observance or performance of which is elsewhere
      in
      this Section specifically dealt with), or any representation or warranty of
      the
      Issuer made in this Indenture or any other Basic Document or in any certificate
      or other writing delivered pursuant hereto or in connection herewith proving
      to
      have been incorrect in any material respect as of the time when the same shall
      have been made, and such default shall continue or not be cured, or the
      circumstance or condition in respect of which such misrepresentation or warranty
      was incorrect shall not have been eliminated or otherwise cured, for a period
      of
      30 days after there shall have been given, by registered or certified mail,
      to
      the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee
      by the Controlling Party or, if Ambac is not then the Controlling Party,
      Interested Noteholders representing not less than 25% of the Outstanding Amount
      of the applicable Classes of Notes; a written notice specifying such default
      or
      incorrect representation or warranty and requiring it to be remedied and stating
      that such notice is a notice of Default hereunder; or

     

    (v)  the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuer or any substantial part of the Indenture
      Trust
      Estate in an involuntary case under any applicable Federal or state bankruptcy,
      insolvency or other similar law now or hereafter in effect, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of the Issuer or for any substantial part of the Indenture Trust
      Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and
      such decree or order shall remain unstayed and in effect for a period of
      60 consecutive days; or

     

    (vi)  the
      commencement by the Issuer of a voluntary case under any applicable Federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by the Issuer to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Issuer to the appointment or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of the Issuer or for any substantial part
      of
      the Indenture Trust Estate, or the making by the Issuer of any general
      assignment for the benefit of creditors, or the failure by the Issuer generally
      to pay its debts as such debts become due, or the taking of action by the Issuer
      in furtherance of any of the foregoing.

     

    SECTION
      5.02  Acceleration
      of Maturity; Rescission and Annulment.  If an Event of Default
      should occur and be continuing, then and in every such case the Indenture
      Trustee, at the written direction of the Controlling Party, shall declare all
      the Notes to be immediately due and payable, by a notice in writing to the
      Issuer, and upon any such declaration the unpaid principal amount of the Notes,
      together with accrued and unpaid interest thereon through the date of
      acceleration, shall become immediately due and payable.

     

    In
      the
      event that the maturity of the Notes is accelerated, Ambac may elect, in its
      sole discretion, to pay all or a portion of the accelerated principal and
      interest accrued on such principal to the date of acceleration (to the extent
      unpaid by the Issuer) with respect to the Notes, and the Indenture Trustee
      shall
      accept such amounts.  Upon payment of all of such accelerated
      principal and interest accrued to the acceleration date as provided above,
      Ambac’s obligations under the Financial Guaranty Insurance Policy shall be fully
      discharged.

     

    Notwithstanding
      anything herein to the
      contrary, in the event that the principal and/or interest due on the Notes
      shall
      be paid by Ambac pursuant to the Financial Guaranty Insurance Policy, the Notes
      shall remain Outstanding for all purposes, not be defeased or otherwise
      satisfied and not be considered paid by the Issuer, and the assignment and
      pledge of the Indenture Trust Estate and all covenants, agreements and other
      obligations of the Issuer to the registered owners of the Notes shall continue
      to exist and shall run to the benefit of Ambac, and Ambac shall be subrogated
      to
      the rights of such registered owners.

    


    At
      any
      time after such declaration of acceleration of maturity has been made and before
      a judgment or decree for payment of the money due has been obtained by the
      Indenture Trustee as hereinafter in this Article V provided, the Controlling
      Party, by written notice to the Issuer and the Indenture Trustee, may rescind
      and annul such declaration and its consequences if:

     

    (i)  the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay:

     

    (A)  all
      payments of principal of and interest on all Notes, and all other amounts that
      would then be due hereunder or upon such Notes if the Event of Default giving
      rise to such acceleration had not occurred;

     

    (B)  all
      sums
      paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      have become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    SECTION
      5.03  Collection
      of Indebtedness and Suits for Enforcement by Indenture
      Trustee.  (a)  The Issuer covenants that if (i) default
      is made in the payment of any interest on any Note when the same becomes due
      and
      payable in accordance with Section 5.01(i), and such default continues for
      a
      period of three Business Days, or (ii) default is made in the payment of the
      principal on the related Final Maturity Date of a Class of Notes when the same
      becomes due and payable in accordance with Section 2.07(b), the Issuer will,
      upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the
      benefit of the holders of the Notes, the whole amount then due and payable
      on
      such Notes for principal and interest, with interest upon the overdue principal,
      and, to the extent payment at such rate of interest shall be legally
      enforceable, upon overdue installments of interest at the rate specified in
      Section 2.07 and in addition thereto such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee and its agents and counsel.

     

    (b)  In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee, in its own name and as trustee of an express trust, may,
      or
      shall at the written direction of the Controlling Party, institute a Proceeding
      for the collection of the sums so due and unpaid, and prosecute such Proceeding
      to judgment or final decree, and enforce the same against the Issuer or other
      obligor upon such Notes, and collect in the manner provided by law out of the
      property of the Issuer or other obligor upon such Notes wherever situated,
      the
      moneys adjudged or decreed to be payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may, or shall
      at the written direction of the Controlling Party, as more particularly provided
      in Section 5.04, proceed to protect and enforce its rights, the rights of the
      holders of the Notes, by such appropriate Proceedings as the Indenture Trustee
      shall deem most effective (or as it may be directed by the Controlling Party)
      to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy or legal or equitable
      right vested in the Indenture Trustee by this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Notes, or any Person having or claiming an ownership interest in the Indenture
      Trust Estate, Proceedings under Title 11 of the United States Code or any other
      applicable Federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuer or its property or such other obligor or Person,
      or in case of any other comparable judicial Proceedings relative to the Issuer
      or other obligor upon the Notes, or to the creditors or property of the Issuer
      or such other obligor, the Indenture Trustee, irrespective of whether the
      principal of any Notes shall then be due and payable as therein expressed or
      by
      declaration or otherwise and irrespective of whether the Indenture Trustee
      shall
      have made any demand pursuant to the provisions of this Section, may, or shall
      at the written direction of the Controlling Party, be entitled and empowered,
      by
      intervention in such proceedings or otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal of and interest
      on
      each Class of Notes owing and unpaid in respect of the Notes and to file such
      other papers or documents as may be necessary or advisable in order to have
      the
      claims of the Indenture Trustee (including any claim for reasonable compensation
      to the Indenture Trustee and each predecessor Indenture Trustee, and their
      respective agents, attorneys and counsel, and for reimbursement of all expenses
      and liabilities incurred, and all advances made, by the Indenture Trustee and
      each predecessor Indenture Trustee, except as a result of negligence or bad
      faith) and the holders of the Notes allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the holders
      of the Notes in any election of a trustee, a standby trustee or Person
      performing similar functions in any such Proceedings;

     

    (iii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the holders of the Notes and of the Indenture Trustee on their
      behalf;

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the holders
      of
      the Notes allowed in any judicial proceedings relative to the Issuer, its
      creditors and its property; and

     

    (v)  to
      take
      any other action with respect to such claims including participating as a member
      of any official committee of creditor’s appointed in the matters as it deems
      necessary or advisable;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such holders of the Notes to make
      payments to the Indenture Trustee, and, in the event that the Indenture Trustee
      shall consent to the making of payments directly to such holders of the Notes
      to
      pay to the Indenture Trustee such amounts as shall be sufficient to cover
      reasonable compensation to the Indenture Trustee, each predecessor Indenture
      Trustee and their respective agents, attorneys and counsel, and all other
      expenses and liabilities incurred, and all advances made, by the Indenture
      Trustee and each predecessor Indenture Trustee except as a result of negligence
      or bad faith.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any holder of the
      Notes any plan of reorganization, arrangement, adjustment or composition
      affecting the Notes or the rights of any holder of the Notes thereof or to
      authorize the Indenture Trustee to vote in respect of the claim of any holder
      of
      the Notes in any such proceeding except, as aforesaid, to vote for the election
      of a trustee in bankruptcy or similar Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes may be enforced by the Indenture Trustee without the possession of
      any
      of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or Proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      holders of the Notes.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the holders of the Notes and it shall not be necessary to make any holder of
      the
      Notes a party to any such Proceedings.

     

    SECTION
      5.04  Remedies;
      Priorities.  (a)  If an Event of Default shall have
      occurred and be continuing, the Indenture Trustee may, or shall, subject to
      Section 5.11, at the written direction of the Controlling Party (or, if Ambac
      is
      not then the Controlling Party, such different percentage of Noteholders as
      set
      forth below), do one or more of the following (subject to Section
      5.05):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or this Indenture with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuer and any other obligor upon such Notes
      moneys adjudged due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Indenture Trust Estate securing the
      Notes;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the holders of the Notes; and

     

    (iv)  sell
      the
      Indenture Trust Estate securing the Notes or any portion thereof or rights
      or
      interest therein, at one or more public or private sales called and conducted
      in
      any manner permitted by law;

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate
      the Indenture Trust Estate securing the Notes following an Event of Default,
      other than an Event of Default described in Section 5.01(i), (ii) or (iii),
      unless (x) Ambac, or if Ambac is not then the Controlling Party, 100% of the
      Noteholders, consent(s) to such sale, (y) the proceeds of such sale are
      sufficient to pay in full the principal of and the accrued interest on the
      Notes
      or (z) the Indenture Trustee determines that the collections on the Financed
      Student Loans would not be sufficient on an ongoing basis to make all payments
      on the Notes as such payments would have become due if such obligations had
      not
      been declared due and payable, and the Indenture Trustee obtains the consent
      of
      Ambac, or, if Ambac is not then the Controlling Party, the holders of Notes
      representing not less than a 66.67% of the Outstanding Amount of the
      Notes.  In determining the sufficiency of the collections on such
      loans, the Indenture Trustee may, but need not (unless instructed to do so
      by
      Ambac provided that Ambac is then the Controlling Party), obtain and rely upon
      an opinion of an Independent investment banking or accounting firm of national
      reputation as to the sufficiency of the Indenture Trust Estate for such
      purpose.

     

    (b)  If
      the
      Indenture Trustee collects any money or property under this Article V following
      the occurrence and during the continuation of an Event of Default with respect
      to Sections 5.01(i), 5.01(ii) or 5.01(iii) above or following the acceleration
      of the Notes pursuant to Section 5.02 upon an Event of Default with respect
      to
      5.01(i), 5.01(ii) or 5.01(iii) above, it shall pay out the money or property
      in
      the following order:

     

    FIRST:  prorata
      based upon amounts owed (i) to the Owner Trustee for amounts due under Article
      X
      of the Trust Agreement, to the Indenture Trustee for amounts due under Section
      6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent
      Agreement, to the Back-up Administrator for amounts due under the Back-up
      Administration Agreement, not to exceed $200,000 per annum in the aggregate,
      (ii) to Ambac for the Note Insurance Premium and expenses then due and payable,
      not to exceed the amount specified in the Financial Guaranty Insurance Policy
      Premium Letter, and (iii) to the Servicers and the Administrator, the unpaid
      fees and expenses owed by the Issuer to such parties;

     

    SECOND:  to
      the
      holders of the Class A Notes for amounts due and unpaid on the Class A Notes
      for
      interest, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on the Class A Notes for interest;

     

    THIRD:  to
      Ambac,
      any amounts then due and payable to Ambac pursuant to the Reimbursement
      Agreement relating to the Financial Guaranty Insurance Policy (excluding any
      Ambac Indemnity Payments), together with any required interest
      thereon;

     

    FOURTH:  to
      the
      holders of the Class A Notes for amounts due and unpaid on the Class A Notes
      for
      principal, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on the Class A Notes for principal, until the
      Outstanding Amount of the Class A Notes is zero;

     

    FIFTH:  to
      Ambac
      any Ambac Indemnity Payments and any other amounts then due and payable to
      Ambac
      pursuant to the Reimbursement Agreement relating to the Financial Guaranty
      Insurance Policy, together with any required interest thereon;

     

    SIXTH:  prorata
      based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the
      Irish Paying Agent and the Back-up Administrator, for all amounts due and owing
      to such parties under the Basic Documents to the extent not paid pursuant to
      priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant
      to Section 8.10, and (iii) to the Servicer, the Administrator, the Auction
      Agent, the Broker-Dealers and the Guarantee Agency, for all amounts due and
      owing to such parties pursuant to the Basic Documents;

     

    SEVENTH:  to
      the
      holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from
      prior Distribution Dates, together with interest thereon at the Note Interest
      Rate for the Class A-IO Notes; and

     

    EIGHTH:  to
      the
      Owner Trustee (on behalf of the Issuer), for distribution to the
      Certificateholders in accordance with the terms of the Trust
      Agreement.

     

    The
      Indenture Trustee may fix a record date and payment date for any payment to
      the
      holders of the Notes pursuant to this Section.  At least 15 days
      before such record date, the Issuer shall mail to each holder of the Notes
      and
      the Indenture Trustee a notice that states the record date, the payment date
      and
      the amount to be paid.

     

    (c)  If
      the
      Indenture Trustee collects any money or property under this Article V following
      the occurrence and during the continuation of an Event of Default other than
      with respect to Sections 5.01(i), 5.01(ii) or 5.01(iii) above or following
      the
      acceleration of the Notes pursuant to Section 5.02 upon an Event of Default
      other than with respect to 5.01(i), 5.01(ii) or 5.01(iii) above, it shall pay
      out the money or property in the following order:

     

    FIRST:  prorata
      based upon amounts owed (i) to the Owner Trustee for amounts due under Article
      X
      of the Trust Agreement, to the Indenture Trustee for amounts due under Section
      6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent
      Agreement, to the Back-up Administrator for amounts due under the Back-up
      Administration Agreement, not to exceed $200,000 per annum in the aggregate,
      (ii) to Ambac for the Note Insurance Premium and expenses then due and payable,
      not to exceed the amount specified in the Financial Guaranty Insurance Policy
      Premium Letter, and (iii) to the Servicers and the Administrator, the unpaid
      fees and expenses owed by the Issuer to such parties;

     

    SECOND:  to
      the
      holders of the Class A Notes for amounts due and unpaid on the Class A Notes
      for
      interest, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on the Class A Notes for interest;

     

    THIRD:  to
      Ambac,
      any amounts then due and payable to Ambac pursuant to the Reimbursement
      Agreement relating to the Financial Guaranty Insurance Policy (excluding any
      Ambac Indemnity Payments), together with any required interest
      thereon;

     

    FOURTH:  to
      the
      holders of the Class A Notes for amounts due and unpaid on the Class A Notes
      for
      principal, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on the Class A Notes for principal, until the
      Outstanding Amount of the Class A Notes is zero;

     

    FIFTH:  to
      Ambac
      any Ambac Indemnity Payments and any other amounts then due and payable to
      Ambac
      pursuant to the Reimbursement Agreement relating to the Financial Guaranty
      Insurance Policy, together with any required interest thereon;

     

    SIXTH:  prorata
      based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the
      Irish Paying Agent and the Back-up Administrator, for all amounts due and owning
      to such parties under the Basic Documents to the extent not paid pursuant to
      priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant
      to Section 8.10, and (iii) to the Servicer, the Administrator, the Auction
      Agent, the Broker-Dealers and the Guarantee Agency, for all amounts due and
      owing to such parties pursuant to the Basic Documents;

     

    SEVENTH:  to
      the
      holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from
      prior Distribution Dates, together with interest thereon at the Note Interest
      Rate for the Class A-IO Notes; and

     

    EIGHTH:  to
      the
      Owner Trustee (on behalf of the Issuer), for distribution to the
      Certificateholders in accordance with the terms of the Trust
      Agreement.

     

    SECTION
      5.05  Optional
      Preservation of the Financed Student Loans.  If the Notes have
      been declared to be due and payable under Section 5.02 following an Event of
      Default and such declaration and its consequences have not been rescinded and
      annulled, the Indenture Trustee may (with the consent of the Controlling Party),
      or, subject to Section 5.11, shall at the written direction of the Controlling
      Party, elect to maintain possession of the Indenture Trust Estate.  It
      is the desire of the parties hereto and the holders of the Notes that there
      be
      at all times sufficient funds for the payment of principal of and interest
      on
      each Class of Notes and the Indenture Trustee shall take such desire into
      account when determining whether or not to maintain possession of the Indenture
      Trust Estate; provided that the Indenture Trustee shall not be required to
      make
      such determination when such election to maintain possession of the Indenture
      Trust Estate is made at the direction of the Controlling Party.  In
      determining whether to maintain possession of the Indenture Trust Estate, the
      Indenture Trustee may, but need not (unless so directed by the Controlling
      Party), obtain and rely upon an opinion of an Independent investment banking
      or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Indenture Trust Estate for such
      purpose.

     

    SECTION
      5.06  Limitation
      of Suits.  No holder of the Notes shall have any right to
      institute any Proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless the following conditions listed below are
      satisfied:

     

    (i)  an
      Ambac
      Default shall then exist and be continuing;

     

    (ii)  such
      holder of the Notes has previously given written notice to the Indenture Trustee
      of a continuing Event of Default;

     

    (iii)  the
      holders of not less than 25% of the Outstanding Amount of the Notes, in the
      aggregate, have made written request to the Indenture Trustee to institute
      such
      Proceeding in respect of such Event of Default in its own name as Indenture
      Trustee hereunder;

     

    (iv)  such
      holders of the Notes have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (v)  the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceeding; and

     

    (vi)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the holders of a majority of the
      Outstanding Amount of the Notes in the aggregate;

     

    it
      being
      understood and intended that no one or more holders of the Notes shall have
      any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other holders
      of the Notes or to obtain or to seek to obtain priority or preference over
      any
      other holders of the Notes or to enforce any right under this Indenture, except
      in the manner herein provided.

     

    If
      the
      Indenture Trustee shall receive conflicting or inconsistent requests and
      indemnity from two or more groups of Noteholders, each representing less than
      a
      majority of the Outstanding Amount of the Notes, the Indenture Trustee in its
      sole discretion may determine what action, if any, shall be taken,
      notwithstanding any other provisions of this Indenture.

     

    Nothing
      in this Section 5.06 shall inhibit the right of Ambac (provided that Ambac
      is
      then the Controlling Party) to institute suit or any Proceeding for the
      enforcement of this Indenture.

     

    SECTION
      5.07  Unconditional
      Rights of Noteholders To Receive Principal and
      Interest.  Notwithstanding any other provisions in this Indenture,
      any holder of any Class of Notes shall have the right, which is absolute and
      unconditional, to receive payment of the principal of and interest on such
      Note,
      on or after the respective due dates thereof expressed in such Note, or in
      this
      Indenture and to institute suit for the enforcement of any such payment, and
      such right shall not be impaired without the consent of such holder of any
      such
      Class of Notes.

     

    SECTION
      5.08  Restoration
      of Rights and Remedies.  If the Indenture Trustee or any holder of
      Notes has instituted any Proceeding to enforce any right or remedy under this
      Indenture and such Proceeding has been discontinued or abandoned for any reason
      or has been determined adversely to the Indenture Trustee or to such holder
      of
      Notes, then and in every such case the Issuer, the Indenture Trustee and the
      holders of the Notes shall, subject to any determination in such Proceeding,
      be
      restored severally and respectively to their former positions hereunder, and
      thereafter all rights and remedies of the Indenture Trustee and the holders
      of
      the Notes shall continue as though no such Proceeding had been
      instituted.

     

    SECTION
      5.09  Rights
      and Remedies Cumulative.  No right or remedy herein conferred upon
      or reserved to the Indenture Trustee, Ambac or to the holders of the Notes
      is
      intended to be exclusive of any other right or remedy, and every right and
      remedy shall, to the extent permitted by law, be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise.  The assertion or employment of any right
      or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
      or
      employment of any other appropriate right or remedy.

     

    SECTION
      5.10  Delay
      or Omission Not a Waiver.  No delay or omission of the Indenture
      Trustee, Ambac or any holder of Notes to exercise any right or remedy accruing
      upon any Default shall impair any such right or remedy or constitute a waiver
      of
      any such Default or an acquiescence therein.  Every right and remedy
      given by this Article V or by law to the Indenture Trustee, Ambac or to the
      holders of the Notes may be exercised from time to time, and as often as may
      be
      deemed expedient, by the Indenture Trustee, Ambac or by the holders of the
      Notes.

     

    SECTION
      5.11  Control
      by Controlling Party.  With respect to the Notes, the Controlling
      Party shall have the right to direct the time, method and place of conducting
      any Proceeding for any remedy available to the Indenture Trustee with respect
      to
      the Notes or exercising any trust or power conferred on the Indenture Trustee;
      provided that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  subject
      to the express terms of Section 5.04, any direction to the Indenture Trustee
      to
      sell or liquidate the Indenture Trust Estate shall be by the Controlling Party
      or, if Ambac is not then the Controlling Party, the holders of not less than
      100% of the Outstanding Amount of the Notes;

     

    (iii)  if
      the
      conditions set forth in Section 5.05 have been satisfied and the Indenture
      Trustee elects to retain the Indenture Trust Estate pursuant to such Section,
      then any direction to the Indenture Trustee by Ambac or, if Ambac is not then
      the Controlling Party, the holders of less than 100% of the Outstanding Amount
      of the Notes to sell or liquidate the Indenture Trust Estate shall be of no
      force and effect; and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction;

     

    provided,
      however, that the Indenture Trustee need not take any action that it
      determines might involve it in liability or, if Ambac is not then the
      Controlling Party, might materially adversely affect the rights of any holders
      of the Notes not consenting to such action.

     

    SECTION
      5.12  Waiver
      of Past Defaults.  Prior to the declaration of the acceleration of
      the Notes as provided in Section 5.02, the Controlling Party may waive any
      past
      Default and its consequences except a Default (a) in payment when due of
      principal of or interest on any Note or (b) in respect of a covenant or
      provision hereof which cannot be modified or amended without the consent of
      each
      holder of the Notes.  In the case of any such waiver, the Issuer, the
      Indenture Trustee, Ambac (provided that Ambac is then the Controlling Party)
      and
      the holders of the Notes shall be restored to their former positions and rights
      hereunder, respectively; but no such waiver shall extend to any subsequent
      or
      other Default or impair any right consequent thereto.

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred for every purpose of this Indenture; but no such waiver
      shall extend to any subsequent or other Default or impair any right consequent
      thereto.

     

    SECTION
      5.13  Undertaking
      for Costs.  All parties to this Indenture agree, and each holder
      of the Notes by such Noteholder’s acceptance of any Note shall be deemed to have
      agreed, that any court may in its discretion require, in any suit for the
      enforcement of any right or remedy under this Indenture, or in any suit against
      the Indenture Trustee for any action taken, suffered or omitted by it as
      Indenture Trustee, the filing by any party litigant in such suit of an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section shall not apply to (a) any suit instituted by the
      Indenture Trustee, (b) any suit instituted by any holder of the Notes or group
      of holders of the Notes, in each case holding in the aggregate more than 10%
      of
      the Outstanding Amount of the Notes or (c) any suit instituted by any holder
      of
      the Notes for the enforcement of the payment of principal of or interest on
      any
      Note on or after the respective due dates expressed in such Note and in this
      Indenture.

     

    SECTION
      5.14  Waiver
      of Stay or Extension Laws.  The Issuer covenants (to the extent
      that it may lawfully do so) that it will not at any time insist upon, or plead
      or in any manner whatsoever, claim or take the benefit or advantage of, any
      stay
      or extension law wherever enacted, now or at any time hereafter in force, that
      may affect the covenants or the performance of this Indenture; and the Issuer
      (to the extent that it may lawfully do so) hereby expressly waives all benefit
      or advantage of any such law, and covenants that it will not hinder, delay
      or
      impede the execution of any power herein granted to the Indenture Trustee,
      but
      will suffer and permit the execution of every such power as though no such
      law
      had been enacted.

     

    SECTION
      5.15  Action
      on Notes.  The Indenture Trustee’s right to seek and recover
      judgment on the Notes or under this Indenture shall not be affected by the
      seeking, obtaining or application of any other relief under or with respect
      to
      this Indenture.  Neither the lien of this Indenture nor any rights or
      remedies of the Indenture Trustee or the holders of the Notes shall be impaired
      by the recovery of any judgment by the Indenture Trustee against the Issuer
      or
      by the levy of any execution under such judgment upon any portion of the
      Indenture Trust Estate or upon any of the assets of the Issuer.  Any
      money or property collected by the Indenture Trustee shall be applied in
      accordance with Section 5.04(b) or (c), as the case may be.

     

    SECTION
      5.16  Performance
      and Enforcement of Certain Obligations.

     

    (a)
      Promptly following a request from the Indenture Trustee or Ambac (provided
      that
      Ambac is then the Controlling Party), and at the Administrator’s expense, the
      Issuer shall take all such lawful action as the Indenture Trustee may request
      to
      compel or secure the performance and observance by the Depositor, the Sellers,
      the Administrator, the Back-up Administrator, the Servicers and the Guarantee
      Agency, as applicable, of each of their obligations to the Issuer under or
      in
      connection with the Basic Documents in accordance with the terms thereof, and
      to
      exercise any and all rights, remedies, powers and privileges lawfully available
      to the Issuer under or in connection with the Basic Documents, including the
      transmission of notices of default and the institution of legal or
      administrative actions or proceedings to compel or secure performance by the
      Depositor, the Sellers, the Administrator, the Back-up Administrator, the
      Servicers or the Guarantee Agency of each of their obligations under the Basic
      Documents.

     

    (b)  If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee shall,
      subject to Section 5.11, at the direction (which direction shall be in writing
      or by telephone (confirmed in writing promptly thereafter)) of the Controlling
      Party, or, if Ambac is not then the Controlling Party, of Interested Noteholders
      representing not less than 66.67% of the Outstanding Amount of the applicable
      Classes of Notes, exercise all rights, remedies, powers, privileges and claims
      of the Issuer against the Depositor, the Sellers, the Administrator, the Back-up
      Administrator, the Servicers or the Guarantee Agency under or in connection
      with
      the Basic Documents, including the right or power to take any action to compel
      or secure performance or observance by the Depositor, the Sellers, the
      Administrator, the Back-up Administrator, the Servicers and the Guarantee Agency
      of each of their obligations to the Issuer thereunder and to give any consent,
      request, notice, direction, approval, extension or waiver under the Basic
      Documents and any right of the Issuer to take such action shall be
      suspended.

     

    SECTION
      5.17  Notice
      of Defaults.  Within 90 days after the occurrence of any
      Default hereunder with respect to the Notes, the Indenture Trustee shall
      transmit in the manner and to the extent provided in TIA Section 313(c),
      notice of such Default hereunder of which a Responsible Officer of the Indenture
      Trustee has actual knowledge or is in receipt of a written notice thereof in
      accordance with the terms of this Indenture, unless such Default shall have
      been
      cured or waived; provided, however, that, except in the case
      of a Default in the payment of the principal of or interest with respect to
      any
      Note, the Indenture Trustee shall be protected in withholding such notice if
      and
      so long as a Responsible Officer of the Indenture Trustee in good faith
      determines that the withholding of such notice is in the interest of the
      Noteholders.

     

    ARTICLE
      VI


     

    The
      Indenture Trustee

     

    SECTION
      6.01  Duties
      of Indenture Trustee.  (a)  If an Event of Default has
      occurred and is continuing, the Indenture Trustee shall exercise the rights
      and
      powers vested in it by this Indenture and use the same degree of care and skill
      in their exercise as a prudent person would exercise or use under the
      circumstances in the conduct of such person’s own affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and the other Basic Documents to which
      the Indenture Trustee is a party, and no implied covenants or obligations shall
      be read into this Indenture against the Indenture Trustee; and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to a Responsible Officer of
      the
      Indenture Trustee and conforming to the requirements of this Indenture;
provided, however, that the Indenture Trustee shall examine
      the certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture.

     

    (c)  The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

     

    (ii)  the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii)  the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it
      pursuant to Section 5.11.

     

    (d)  Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to paragraphs (a), (b), (c) and (g) of this Section 6.01.

     

    (e)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as the Indenture Trustee may agree in writing with the
      Issuer.

     

    (f)  Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this
      Indenture.

     

    (g)  No
      provision of this Indenture shall require the Indenture Trustee to expend or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds to believe that repayments of such funds
      or
      adequate indemnity satisfactory to it against any loss, liability or expense
      is
      not reasonably assured to it.

     

    (h)  Except
      as
      expressly provided in the Basic Documents, the Indenture Trustee shall have
      no
      obligation to administer, service or collect the Financed Student Loans or
      to
      maintain, monitor or otherwise supervise the administration, servicing or
      collection of the Financed Student Loans.

     

    (i)  In
      the
      event that the Indenture Trustee is the Paying Agent or the Note Registrar,
      the
      rights and protections afforded to the Indenture Trustee pursuant to this
      Indenture shall also be afforded to the Indenture Trustee in its capacity as
      Paying Agent and Note Registrar.

     

    (j)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section 6.01.

     

    SECTION
      6.02  Rights
      of Indenture Trustee.  (a)  The Indenture Trustee may
      rely on any document believed by it to be genuine and to have been signed or
      presented by the proper Person.  The Indenture Trustee need not
      investigate any fact or matter stated in such document.

     

    (b)  Before
      the Indenture Trustee acts or refrains from acting, it may require an Officers’
Certificate of the Issuer or an Opinion of Counsel.  The Indenture
      Trustee shall not be liable for any action it takes or omits to take in good
      faith in reliance on such Officers’ Certificate or Opinion of
      Counsel.

     

    (c)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee, and the Indenture Trustee shall not be responsible for
      any
      misconduct or negligence on the part of, or for the supervision of, any such
      agent, attorney, custodian or nominee appointed with due care by it
      hereunder.

     

    (d)  The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided, however, that the Indenture Trustee’s conduct does
      not constitute willful misconduct, negligence or bad faith.

     

    (e)  The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Notes shall
      be
      full and complete authorization and protection from liability in respect to
      any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

     

    (f)  In
      the
      event that the Person acting as Indenture Trustee is also acting as securities
      intermediary, all the rights, powers, immunities and indemnities afforded to
      the
      Indenture Trustee under the Basic Documents shall also be afforded to the
      securities intermediary.

     

    (g)  Absent
      willful misconduct or fraud, the Indenture Trustee shall not be liable for
      any
      punitive damages, regardless of the form of action and whether or not any such
      damages were foreseeable or contemplated.

     

    (h)  The
      Indenture Trustee shall not be deemed to have notice of any Default or Event
      of
      Default unless a Responsible Officer of the Indenture Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact such
      Default or Event of Default is received by the Indenture Trustee at the
      Corporate Trust Office, and such notice references the Notes under this
      Indenture.

     

    (i)  Any
      permissive right or authority granted to the Indenture Trustee shall not be
      construed as a mandatory duty.

     

    (j)  The
      Indenture Trustee shall not be liable for the actions or omissions of the
      Issuer, Administrator or Auction Agent and, without limiting the foregoing,
      the
      Indenture Trustee shall not be under any obligation to monitor, evaluate or
      verify compliance by the Issuer or Administrator or the Auction Agent with
      the
      terms hereof or any other Basic Document, or to verify or independently
      determine the accuracy of information received by it from any such
      party.

     

    (k)  The
      Indenture Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, note or other paper or
      document, but the Indenture Trustee, in its discretion, may, and upon the
      written direction of a Controlling Party shall, make such further inquiry or
      investigation into such facts or matters as it may see fit or as it shall be
      directed, provided however that in the case of any certificate or opinion which
      by any provision of the Indenture is required to be delivered to the Indenture
      Trustee, the Indenture Trustee shall be under a duty to examine the same to
      determine whether or not they substantially conform on their face to the
      requirements of the Indenture and shall notify the party delivering the same
      if
      such certificate or opinion does not conform.

     

    SECTION
      6.03  Individual
      Rights of Indenture Trustee.  The Indenture Trustee in its
      individual or any other capacity may become the owner or pledgee of Notes and
      may otherwise deal with the Issuer or its Affiliates with the same rights it
      would have if it were not Indenture Trustee.  Any Paying Agent, Note
      Registrar, co-registrar or co-paying agent may do the same with like
      rights.  However, the Indenture Trustee must comply with Section
      6.11.

     

    SECTION
      6.04  Indenture
      Trustee’s Disclaimer.  The Indenture Trustee shall not be
      responsible for and makes no representation as to the validity or adequacy
      of
      this Indenture, the Notes or the Collateral, it shall not be accountable for
      the
      Issuer’s use of the proceeds from the Notes, and it shall not be responsible for
      any statement of the Issuer in the Indenture or in any document issued in
      connection with the sale of the Notes or in the Notes other than the Indenture
      Trustee’s certificate of authentication.

     

    SECTION
      6.05  Notice
      of Defaults.  If a Default occurs and is continuing and if it is
      either actually known or written notice of the existence thereof has been
      received by a Responsible Officer of the Indenture Trustee, the Indenture
      Trustee shall mail to Ambac and each holder of the Notes notice of the Default
      within 90 days after it occurs.  Except in the case of a Default in
      payment of principal of or interest on the Notes, the Indenture Trustee may
      withhold the notice to the holders of the Notes if and so long as a committee
      of
      its Responsible Officers in good faith determines that withholding the notice
      is
      in the interests of holders of the Notes.

     

    SECTION
      6.06  Reports
      by Indenture Trustee to Noteholders.  The Indenture Trustee shall
      deliver to each holder of the Notes (and to each Person who was a holder of
      the
      Notes at any time during the applicable calendar year) such information with
      respect to the Notes, as may be required to enable such holder to prepare its
      Federal and state income tax returns.

     

    SECTION
      6.07  Compensation
      and Indemnity.  The Issuer shall pay to the Indenture Trustee from
      time to time reasonable compensation for all services rendered under this
      Indenture, and also all reasonable expenses, charges, counsel fees and other
      disbursements, including those of their attorneys, agents and employees,
      incurred in and about the performance of their powers and duties under this
      Indenture.  The Issuer further agrees to indemnify and save the
      Indenture Trustee harmless against any liabilities which it may incur in the
      exercise and performance of its powers and duties hereunder, and which are
      not
      due to its negligence or willful misconduct, to the extent solely payable from
      the Indenture Trust Estate.  To secure the Indenture Trustee’s right
      to receive amounts pursuant to this Section 6.07, the Indenture Trustee shall
      have a lien against the Indenture Trust Estate that is, except to the extent
      otherwise expressly provided herein, subordinate to the rights of the
      Noteholders.  Without prejudice to its rights hereunder, when the
      Indenture Trustee incurs expenses or renders services after a Default specified
      in Sections 5.01(iv) or (v) occurs, such expenses and the compensation for
      such
      services (including the fees and expenses of its agent and counsel) shall
      constitute expenses of administration under the applicable bankruptcy
      law.  The provisions of this Section 6.07 shall survive the
      satisfaction and discharge of this Indenture and the resignation or removal
      of
      the Indenture Trustee.

     

    SECTION
      6.08  Replacement
      of Indenture Trustee.  No resignation or removal of the Indenture
      Trustee and no appointment of a successor Indenture Trustee shall become
      effective until the acceptance of appointment by the successor Indenture Trustee
      pursuant to this Section 6.08.  The Indenture Trustee may resign at
      any time by so notifying the Issuer and Ambac (provided that Ambac is then
      the
      Controlling Party).  The Administrator shall remove the Indenture
      Trustee at the request of Ambac (provided that Ambac is then the Controlling
      Party), or if:

     

    (i)  the
      Indenture Trustee fails to comply with Section 6.11;

     

    (ii)  an
      Insolvency Event occurs with respect to the Indenture Trustee;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)  the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Administrator shall
      promptly appoint a successor Indenture Trustee.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee, the Issuer and to Ambac (provided
      that Ambac is then the Controlling Party).  Thereupon the resignation
      or removal of the retiring Indenture Trustee shall become effective, and the
      successor Indenture Trustee shall have all the rights, powers and duties of
      the
      Indenture Trustee under this Indenture.  The successor Indenture
      Trustee shall mail a notice of its succession to the holders of the Notes,
      Ambac
      (provided that Ambac is then the Controlling Party) and each Rating
      Agency.  The retiring Indenture Trustee shall promptly transfer all
      property held by it as Indenture Trustee to the successor Indenture Trustee
      upon
      payment of all monies due and owing to the retiring Indenture
      Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 60 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer or the Controlling Party may petition any court of competent
      jurisdiction for the appointment of a successor Indenture Trustee.

     

    If
      the
      Indenture Trustee fails to comply with Section 6.11, any holder of the Notes
      or
      Ambac may petition any court of competent jurisdiction for the removal of the
      Indenture Trustee and the appointment of a successor Indenture
      Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
      and the Administrator’s obligations under Section 6.07 shall continue for the
      benefit of the retiring Indenture Trustee.

     

    SECTION
      6.09  Successor
      Indenture Trustee by Merger.  If the Indenture Trustee
      consolidates with, merges or converts into, or transfers all or substantially
      all its corporate trust business or assets to, another corporation or banking
      association, the resulting, surviving or transferee corporation without any
      further act shall be the successor Indenture Trustee; provided that such
      corporation or banking association shall be otherwise qualified and eligible
      under Section 6.11.  The Indenture Trustee shall provide the Rating
      Agencies and Ambac with written notice of any such transaction provided it
      is
      not otherwise obligated to maintain such information confidential.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Indenture Trustee shall succeed to the trusts created by this Indenture
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee, and deliver such Notes so authenticated; and in
      case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Indenture Trustee may authenticate such Notes either in the name of
      any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which it
      is
      anywhere in the Notes or in this Indenture provided that the certificate of
      the
      Indenture Trustee shall have.

     

    SECTION
      6.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    (a)
      Notwithstanding any other provisions of this Indenture, at any time, for the
      purpose of meeting any legal requirement of any jurisdiction in which any part
      of the Indenture Trust Estate may at the time be located, the Indenture Trustee
      shall have the power and may execute and deliver all instruments to appoint
      one
      or more Persons to act as a co-trustee or co-trustees, or separate trustee
      or
      separate trustees, of all or any part of the Indenture Trust Estate, and to
      vest
      in such Person or Persons, in such capacity and for the benefit of the holders
      of the Notes, such title to the Indenture Trust Estate, or any part hereof,
      and,
      subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Indenture Trustee may consider necessary
      or desirable.  No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under Section
      6.11 and no notice to holders of the Notes of the appointment of any co-trustee
      or separate trustee shall be required under Section 6.08 hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to the Indenture Trust
      Estate or any portion thereof in any such jurisdiction) shall be exercised
      and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them.  Every instrument appointing
      any separate trustee or co-trustee shall refer to this Indenture and the
      conditions of this Article VI.  Each separate trustee and co-trustee,
      upon its acceptance of the trusts conferred, shall be vested with the estates
      or
      property specified in its instrument of appointment, either jointly with the
      Indenture Trustee or separately, as may be provided therein, subject to all
      the
      provisions of this Indenture, specifically including every provision of this
      Indenture relating to the conduct of, affecting the liability of, or affording
      protection to, the Indenture Trustee.  Every such instrument shall be
      filed with the Indenture Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Indenture
      on
      its behalf and in its name.  If any separate trustee or co-trustee
      shall die, become incapable of acting, resign or be removed, all its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    SECTION
      6.11  Eligibility;
      Disqualification.  There shall at all times be an Indenture
      Trustee hereunder which shall be eligible to act as Indenture Trustee under
      TIA
      Section 310(a)(1), shall have a combined capital and surplus of at least
      $75,000,000 (and, with respect to any successor Indenture Trustee, having a
      rating of at least “Baa3” from Moody’s unless the Rating Agency Condition is
      satisfied) and shall be reasonably acceptable to Ambac (provided that Ambac
      is
      then the Controlling Party).  If such corporation publishes reports of
      condition at least annually, pursuant to law or the requirements of federal,
      state, territorial or District of Columbia supervising or examining authority,
      then for the purposes of this Section 6.11, the combined capital and
      surplus of such corporation shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so
      published.  If at any time the Indenture Trustee shall cease to be
      eligible in accordance with the provisions of this Section 6.11, it shall
      resign immediately in the manner and with the effect specified in this
      Article VI.  Neither the Issuer nor any Person directly or
      indirectly controlling or controlled by, or under common control with, the
      Issuer shall serve as Indenture Trustee.

     

    SECTION
      6.12  Basic
      Documents.  The Indenture Trustee is hereby authorized and
      directed to execute and deliver the Auction Agent Agreement and the other Basic
      Documents to which it is a party.  Upon receipt by the Indenture
      Trustee of any request for action under or in connection with the Auction Agent
      Agreement or other Basic Document (including, without limitation, in connection
      with any modification, amendment, waiver, approval, consent (or withholding
      thereof)), the Indenture Trustee shall promptly notify the Issuer (with a copy
      to Ambac, provided that Ambac is then the Controlling Party) of such request
      in
      such detail as is made available to the Indenture Trustee and shall take such
      action in response to such request (or in the enforcement of any rights and/or
      remedies available to it hereunder) as the Issuer or Ambac (provided that Ambac
      is then the Controlling Party) shall direct in writing.

     

    ARTICLE
      VII


     

    Noteholders’
      Lists and Reports

     

    SECTION
      7.01  Issuer
      To Furnish Indenture Trustee Names and Addresses of
      Noteholders.  The Issuer will furnish or cause to be furnished to
      the Indenture Trustee (a) not more than five days after the earlier of (i)
      each
      Record Date and (ii) three months after the last Record Date, a list, in such
      form as the Indenture Trustee may reasonably require, of the names and addresses
      of the holders of the Notes as of such Record Date, (b) at such other times
      as
      the Indenture Trustee may request in writing, within 30 days after receipt
      by
      the Issuer of any such request, a list of similar form and content as of a
      date
      not more than 10 days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is
      the Note Registrar, no such list shall be required to be furnished.

     

    SECTION
      7.02  Preservation
      of Information; Communications to Noteholders.  (a)  The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the holders of the Notes contained
      in
      the most recent list furnished to the Indenture Trustee as provided in Section
      7.01 and the names and addresses of the holders of the Notes received by the
      Indenture Trustee in its capacity as Note Registrar.  The Indenture
      Trustee may destroy any list furnished to it as provided in such Section 7.01
      upon receipt of a new list so furnished.

     

    (b)  Upon
      receipt by the Indenture Trustee of any request by a holder of the Notes to
      receive a copy of the current list of holders of the Notes, the Indenture
      Trustee shall promptly notify the Administrator thereof by providing to the
      Administrator a copy of such request and a copy of the list of holders of the
      Notes produced in response thereto.

     

    (c)  The
      Indenture Trustee shall furnish to the holders of the Notes promptly upon
      receipt of a written request therefor, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and any other
      instruments furnished to the Indenture Trustee under the Basic
      Documents.

     

    SECTION
      7.03  Reports
      by Issuer.  (a)  The Issuer shall cause the
      Administrator to furnish the Issuer and the Indenture Trustee the reports
      required by the Administration Agreement and by Section 3.24 of this
      Indenture.

     

    (b)  Unless
      the Issuer otherwise determines, the fiscal year of the Issuer shall end on
      June
      30 of each year.  In the case of any change to the Issuer’s fiscal
      year, the Administrator shall notify the Indenture Trustee of such
      change.

     

    ARTICLE
      VIII


     

    Accounts,
      Disbursements and Releases

     

    SECTION
      8.01  Collection
      of Money.  (a)  Except as otherwise expressly provided
      herein, the Indenture Trustee may demand payment or delivery of, and shall
      receive and collect, directly and without intervention or assistance of any
      fiscal agent or other intermediary, all money and other property payable to
      or
      receivable by the Indenture Trustee pursuant to this Indenture.  The
      Indenture Trustee shall apply all such money received by it on behalf of the
      holders of the Notes and Ambac as provided in this Indenture.  Except
      as otherwise expressly provided in this Indenture, if any default occurs in
      the
      making of any payment or performance under any agreement or instrument that
      is
      part of the Indenture Trust Estate, the Indenture Trustee may take such action
      as may be appropriate to enforce such payment or performance, including the
      institution and prosecution of appropriate Proceedings.  Any such
      action shall be without prejudice to any right to claim a Default under this
      Indenture and any right to proceed thereafter as provided in Article
      V.

     

    (b)  The
      Indenture Trustee shall deposit into the Collection Account all payments it
      receives from the Servicers by or on behalf of the Obligors with respect to
      the
      Financed Student Loans, and all related Liquidation Proceeds and Recoveries,
      as
      collected during the Collection Period.  For purposes of this Article
      VIII, the phrase “payments by or on behalf of Obligors” shall mean payments made
      with respect to the Financed Student Loans, as applicable, by or on behalf
      of
      borrowers thereof and the Guarantee Agency.

     

    (c)  The
      Indenture Trustee shall deposit into the Collection Account the aggregate
      Purchase Amount it receives with respect to Purchased Student Loans and all
      other amounts received from the Sellers or the Servicers with respect to the
      Student Loans.

     

    SECTION
      8.02  Trust
      Accounts.  (a)(i)  The Issuer, for the benefit of the
      Noteholders, Ambac and itself, shall establish and maintain in the name of
      the
      Indenture Trustee an Eligible Deposit Account (the “Collection Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Noteholders, Ambac and the Issuer.  The
      Collection Account will initially be established as a segregated account at
      U.S.
      Bank National Association in the name of the Indenture Trustee.  The
      Issuer will make an initial deposit on the Closing Date into the Collection
      Account of cash equal to $1,171,965,638, of which $1,083,434,391 amount will
      be
      disbursed on the Closing Date by the Indenture Trustee, pursuant to written
      instructions of the Administrator, to acquire the Financed Student Loans and
      $88,531,247 will be disbursed on the Closing Date by the Indenture Trustee,
      pursuant to written instructions of the Administrator, to pay the First
      Marblehead Corporation a structuring advisory fee.

     

    (ii)  The
      Issuer, for the benefit of Ambac, the Noteholders and itself, shall establish
      and maintain in the name of the Indenture Trustee an Eligible Deposit Account
      (the “Reserve Account”), bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Noteholders, Ambac and the
      Issuer.  The Reserve Account initially will be established as a
      segregated account at U.S. Bank National Association in the name of the
      Indenture Trustee. The Issuer will make an initial deposit on the Closing Date
      into the Reserve Account of cash or certain Eligible Investments equal to the
      Reserve Account Initial Deposit.

     

    (iii)  The
      Issuer, for the benefit of the Noteholders, Ambac and itself, shall establish
      and maintain in the name of the Indenture Trustee an Eligible Deposit Account
      (the “Future Distribution Account”), bearing a designation clearly indicating
      that the funds deposited therein are held for the benefit of the Noteholders,
      Ambac and the Issuer.  The Future Distribution Account initially will
      be established as a segregated account at U.S. Bank National Association in
      the
      name of the Indenture Trustee.

     

    (b)  Funds
      on
      deposit in the Collection Account, the Reserve Account  and the Future
      Distribution Account (together, the “Trust Accounts”) shall be invested by the
      Indenture Trustee (or any custodian or designated agent with respect to any
      amounts on deposit in such accounts) in Eligible Investments pursuant to written
      instructions by the Issuer; provided, however, it is
      understood and agreed that the Indenture Trustee shall not be liable for any
      loss arising from such investment in Eligible Investments.  All such
      Eligible Investments shall be held by (or by any custodian on behalf of) the
      Indenture Trustee for the benefit of the Noteholders, Ambac and the Issuer;
      provided that on the Business Day preceding each Distribution Date on which
      funds in the applicable Trust Account will be needed, all interest and other
      investment income (net of losses and investment expenses) on funds on deposit
      therein shall be deposited into the Collection Account and shall constitute
      a
      portion of the Available Funds for such Distribution Date.  Other than
      as described in the following proviso or as otherwise permitted by Ambac and
      the
      Rating Agencies, funds on deposit in the Trust Accounts shall be invested in
      Eligible Investments that will mature so that such funds will be available
      at
      the close of business on the Business Day preceding the following Distribution
      Date for which such funds are needed; provided, however, that
      funds on deposit in Trust Accounts may be invested in Eligible Investments
      of
      the Indenture Trustee which may mature so that such funds will be available
      on
      such Distribution Date.  Funds deposited in a Trust Account on a
      Business Day which immediately precedes a Distribution Date upon the maturity
      of
      any Eligible Investments are not required to be invested overnight.

     

    (c)  The
      Indenture Trustee, on behalf of Ambac and the Noteholders, shall possess all
      right, title and interest in all funds on deposit from time to time in the
      Trust
      Accounts and in all proceeds thereof (including all income thereon) and all
      such
      funds, investments, proceeds and income shall be part of the Indenture Trust
      Estate.  Subject to the Issuer’s power to instruct the Indenture
      Trustee pursuant to paragraph (b) above, the Trust Accounts shall be under
      the
      sole dominion and control of the Indenture Trustee for the benefit of Ambac
      and
      the Noteholders.  If, at any time, any of the Trust Accounts cease to
      be an Eligible Deposit Account, the Indenture Trustee (or the Administrator
      on
      its behalf) agrees, by its acceptance hereto, that it shall within 5 Business
      Days (or such longer period, not to exceed 30 calendar days, as to which Ambac
      and each Rating Agency may consent) establish a new Trust Account as an Eligible
      Deposit Account and shall transfer any cash and/or any investments to such
      new
      Trust Account.  In connection with the foregoing, the Issuer agrees
      that, in the event that any of the Trust Accounts are not accounts with the
      Indenture Trustee, the Issuer shall notify the Indenture Trustee, in writing,
      promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit
      Account.

     

    (A)  With
      respect to the Trust Account Property, the Indenture Trustee agrees, by its
      acceptance hereof, that:

     

    (B)  any
      Trust
      Account Property that is held in deposit accounts shall be held solely in
      Eligible Deposit Accounts; and, subject to Section 8.02(b), each such
      Eligible Deposit Account shall be subject to the exclusive custody and control
      of the Indenture Trustee, and the Indenture Trustee shall have sole signature
      authority with respect thereto;

     

    (C)  any
      Trust
      Account Property shall be Delivered to the Indenture Trustee in accordance
      with
      the definition of “Delivery” herein and shall be held, pending maturity or
      disposition, solely by the Indenture Trustee or such other Person acting solely
      for the Indenture Trustee as required for Delivery;

     

    (D)  In
      the
      event that the Indenture Trustee, in its capacity as Securities Intermediary
      has
      or subsequently obtains by agreement, operation of law or otherwise a security
      interest in the Trust Accounts or any security entitlement credited thereto,
      the
      Indenture Trustee, in its capacity as Securities Intermediary hereby agrees
      that
      such security interest shall be subordinate to the security interest of the
      Indenture Trustee for the benefit of the Noteholders and Ambac.  The
      financial assets and other items deposited to the Trust Accounts will not be
      subject to deduction, set-off, banker’s lien, or any other right in favor of any
      person other than the Indenture Trustee (except that the Indenture Trustee,
      in
      its capacity as Securities Intermediary may set off (i) the face amount of
      any
      checks which have been credited to the Trust Accounts but are subsequently
      returned unpaid because of uncollected or insufficient funds, and (ii) all
      amounts due to it in respect of its customary fees and expenses for the routine
      maintenance and operation of the Trust Accounts;

     

    (E)  The
      Issuer shall instruct the Indenture Trustee to make withdrawals and payments
      from the Trust Accounts for the purpose of permitting the Indenture Trustee
      to
      carry out its duties under this Indenture;

     

    (F)  Each
      Trust Account provided for herein to be established and maintained by the
      Indenture Trustee shall be so established and maintained by the Indenture
      Trustee, as securities intermediary (in such capacity, the “Securities
      Intermediary”).  Each item of “investment property” within the meaning
      of Section 9-102(a)(49) of the New York Uniform Commercial Code (which shall
      not
      be deemed to include the Financed Student Loans or the related notes evidencing
      the Financed Student Loans) or “money” within the meaning of Section 1-201(24)
      of the New York Uniform Commercial Code, that is  (whether investment
      property, security, instrument or cash) credited to such a Trust Account shall
      be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of
      the New York Uniform Commercial Code.  The State of New York shall be
      deemed to be the Securities Intermediary’s location for purposes of the New York
      Uniform Commercial Code, and each such Trust Account (as well as the securities
      entitlements related thereto) shall be governed by the laws of the State of
      New
      York; and

     

    (G)  Following
      the filing of any UCC financing statement with respect to this Indenture, the
      Indenture Trustee hereby agrees to notify the Issuer no earlier than six months
      prior to the expiration of such filing of the need to file continuation
      statements, and to the extent permitted by law, the Issuer shall execute and
      file such continuation statements, and provide a copy thereof to the Indenture
      Trustee along with an Opinion of Counsel to the effect that all action has
      been
      taken as is necessary to maintain the lien and security interest created by
      this
      Indenture.

     

    (d)  On
      each
      Auction Rate Note Interest Payment Date for a Class of Auction Rate Notes that
      is not a Distribution Date, the Indenture Trustee will make the following
      distributions based upon written instructions received from the
      Administrator:

     

    (i)  First,
      from amounts on deposit in the Future Distribution Account allocated to the
      Auction Agent and the Broker-Dealers, and then from amounts on deposit in the
      Collection Account and the Reserve Account, prorata based upon
      amounts owed to each such party, with respect to that Class of Auction Rate
      Note, to the Auction Agent and the Broker-Dealers, the Auction Agent Fees and
      the Broker-Dealer Fees;

     

    (ii)  Second,
      from amounts on deposit in the Future Distribution Account to pay interest
      on
      that Class of Auction Rate Notes, and then from amounts on deposit in the
      Collection Account and the Reserve Account, to that Class of Auction Rate Notes,
      an amount equal to the Noteholders' Interest Distribution Amount for that Class
      of Auction Rate Notes; and

     

    (iii)  Third,
      from amounts on deposit in the Future Distribution Account to pay the
      Noteholders’ Principal Distribution Amount on that Class of Auction Rate Notes,
      if any, to that Class of Auction Rate Notes.

     

    (e)  No
      later
      than three Business Days prior to each Distribution Date, the Administrator
      shall instruct the Indenture Trustee in writing (based on the information
      contained in the Administrator’s Officer’s Certificate and each related
      Servicer’s Report delivered pursuant to the Administration Agreement) to make
      the following deposits and distributions to the Persons or to the account
      specified below by 12:00 p.m. (New York time), to the extent of the amount
      of Available Funds in the Collection Account, in the following order of priority
      (except as otherwise provided in Sections 5.04(b) or 5.04(c)) and the Indenture
      Trustee shall comply with such instruction; provided, however, only if an
      Auction Rate Note Interest Payment Date is also a Distribution Date will a
      Class
      of Auction Rate Notes be paid interest or principal on such Distribution Date
      (otherwise, the amount allocated to each such Class of Auction Rate Notes will
      be deposited into the Future Distribution Account):

     

    (1)  FIRST:
      prorata (i) Indenture Trustee fees and expenses, Irish Paying
      Agent fees and expenses, Owner Trustee fees and expenses, and Back-up
      Administrator fees and expenses due on and allocated to such Distribution Date,
      in an aggregate amount not to exceed $200,000, per annum; (ii) Servicing Fees
      and expenses with respect to the Financed Student Loans due on such Distribution
      Date and all prior unpaid Servicing Fees and expenses allocated to the Financed
      Student Loans up to the amount specified in the Servicing Agreement, (iii)
      Ambac
      for the Note Insurance Premium and expenses then due and payable, not to exceed
      the amount specified in the Financial Guaranty Insurance Policy Premium Letter,
      (iv) Administration Fees and expenses with respect to the Financed Student
      Loans
      up to the amount specified in the Administration Agreement, (v) Back-up
      Administrator fees and expenses up to the amount specified in the Back-up
      Administration Agreement, (vi) (to the extent that such Distribution Date is
      also an Auction Rate Note Interest Payment Date) Auction Agent Fees and expenses
      up to the amount specified in the Auction Agent Agreement, and (vii) (to the
      extent that such Distribution Date is also an Auction Rate Note Interest Payment
      Date) Broker-Dealer fees and expenses up to the amount specified in the
      Broker-Dealer Agreement;

     

    (2)  SECOND:
      to the Future Distribution Account, in the amount of fees and expenses expected
      to accrue and be paid to the Auction Agent and the Broker-Dealers from the
      calendar day after the current month’s Distribution Date (plus, for the initial
      Distribution Date, the fees and expenses accrued from the Closing Date through
      and including such initial Distribution Date) through the following month’s
      Distribution Date, plus previously accrued and unpaid amounts not previously
      deposited in the Future Distribution Account;

     

    (3)  THIRD:
      to
      TERI, the additional guaranty fees pursuant to the TERI Guaranty Agreements,
      which will be deposited into the TERI Pledge Fund;

     

    (4)  FOURTH:
      to the holders of the Class A Notes, the Noteholders’ Interest Distribution
      Amount for such Class A Notes (excluding any Noteholders’ Interest Carryover
      Shortfall for such Class A Notes which are Auction Rate Notes) on a
prorata basis;

     

    (5)  FIFTH:  to
      the Future Distribution Account, an amount equal to interest expected to accrue
      on the Class A Notes which are Auction Rate Notes (excluding any Noteholders’
Interest Carryover Shortfall for such Auction Rate Notes) at the then applicable
      Auction Rate from the calendar day after the current Distribution Date (plus
      for
      the initial Distribution Date, the interest accrued from the Closing Date
      through and including such initial Distribution Date) through the following
      month's Distribution Date, plus previously accrued and unpaid amounts not
      previously deposited in the Future Distribution Account;

     

    (6)  SIXTH:
      to
      the Reserve Account, an amount, if any, up to the amount necessary to reinstate
      the balance of the Reserve Account to the Required Reserve Amount;

     

    (7)  SEVENTH:
      to TERI (or the TERI Pledge Fund), to purchase Rehabilitated Financed Student
      Loans;

     

    (8)  EIGHTH:
      to Ambac, any amounts then due and payable to Ambac pursuant to the
      Reimbursement Agreement relating to the Financial Guaranty Insurance Policy
      (excluding any Ambac Indemnity Payments), together with any required interest
      thereon;

     

    (9)  NINTH:
      the Noteholders’ Principal Distribution Amount to (A) the holders of (i) the
      Class A-1-L Notes, until paid in full, then (ii) the Class A-2-AR-1, until
      paid
      in full, then (iii) the Class A-2-AR-2, until paid in full, then (iv) the Class
      A-2-AR-3, until paid in full, then (v) the Class A-2-AR-4, until paid in full,
      then (vi) prorata, the Class A-3-L Notes and Class A-3 AR Notes,
      until paid in full, provided that with respect to the Class A-3-AR Notes, such
      prorata allocation shall be applied first to the Class A-3-AR-1
      Notes, until paid in full, then to the Class A-3-AR-2 Notes, until paid in
      full,
      then to the Class A-3-AR-3 Notes, until paid in full, then to the Class A-3-AR-4
      Notes, until paid in full, then to the Class A-3-AR-5 Notes, until paid in
      full,
      then to the Class A-3-AR-6 Notes, until paid in full, then to the Class A-3-AR-7
      Notes, until paid in full, or (B) to the Future Distribution Account, as the
      case may be;

     

    (10)  TENTH:
      to
      Ambac, any Ambac Indemnity Payments and any other amounts then due and payable
      to Ambac pursuant to the Reimbursement Agreement relating to the Financial
      Guaranty Insurance Policy, together with any required interest
      thereon;

     

    (11)  ELEVENTH:
      prorata: (i) any unreimbursed Advances to FMC, (ii) for all
      amounts in excess of the maximum amounts specified in priority FIRST for
      Indenture Trustee fees and expenses pursuant to the Indenture; for Irish Paying
      Agent fees and expenses pursuant to the Irish Paying Agent Agreement; Owner
      Trustee fees and expenses pursuant to the Trust Agreement; for Back-up
      Administrator fees and expenses pursuant to the Back-up Administration
      Agreement; indemnities, fees and expenses of the Servicer; Note Insurance
      Premium and expenses then due and payable and other amounts then due and payable
      to Ambac pursuant to the Reimbursement Agreement relating to the Financial
      Guaranty Insurance Policy; the portion of the Administration Fee and expenses
      allocated to the Notes; all unpaid Administration Fees and expenses from prior
      Collection Periods allocated to the Notes; Auction Agent Fees and expenses;
      and
      Broker-Dealer fees and expenses.

     

    (12)  TWELFTH:
      (a) if a Turbo Trigger is in effect, to the holders of the Notes, any remaining
      amounts as payment of principal allocated among the Noteholders as described
      in
      priority NINTH until the Outstanding Amount of each Class of Notes is reduced
      to
      zero;

     

    (13)  THIRTEENTH:
      to the holders of the Auction Rate Notes, any remaining Noteholders’ Interest
      Carryover Shortfall for such Auction Rate Notes;

     

    (14)  FOURTEENTH:
      to the holders of the Class A-IO Notes any Prepayment Penalty for that
      Distribution Date and any Prepayment Penalties remaining unpaid from prior
      Distribution Dates, together with interest thereon at the Note Interest Rate
      for
      the Class A-IO Notes; and

     

    (15)  FIFTEENTH:
      to FMC, any unpaid and accrued structuring advisory fees, indemnity payments
      and
      expenses and then to the Certificateholders, any remaining amounts.

     

    The
      Noteholder’s Interest Carryover Shortfall (and interest accrued thereon) will be
      paid, if ever, on the Auction Rate Notes on the next occurring Auction Rate
      Note
      Interest Payment Date, and each succeeding Auction Rate Note Interest Payment
      Date until paid, for each Auction Period subsequent to the Auction Period in
      which the Noteholder’s Interest Carryover Shortfall accrued, if and to the
      extent that funds are available pursuant to the terms of this Indenture in
      an
      amount sufficient to pay all or the portion of the Noteholder’s Interest
      Carryover Shortfall.  The Noteholder’s Interest Carryover Shortfall
      (and interest accrued thereon) will be paid to the holders of the Auction Rate
      Notes to which the Noteholder’s Interest Carryover Shortfall relates who hold
      the Auction Rate Notes on the Distribution Date on which it is
      paid.  The Noteholder’s Interest Carryover Shortfall will not be paid
      to the holders of the Auction Rate Notes who hold the Auction Rate Notes during
      the Auction Period during which the Noteholder’s Interest Carryover Shortfall is
      first accrued.  Upon transfer of the Auction Rate Notes the holder
      loses any right to such Noteholder’s Interest Carryover Shortfall unless it
      later acquires Auction Rate Notes of the same Class. Any payment obligation
      for
      the Noteholder’s Interest Carryover Shortfall with respect to any Outstanding
      Auction Rate Notes is extinguished when the Auction Rate Notes are paid at
      maturity.

     

    SECTION
      8.03  General
      Provisions Regarding Accounts.  (a) So long as no Default
      shall have occurred and be continuing, all or a portion of the funds in the
      Trust Accounts shall be invested in Eligible Investments and reinvested by
      the
      Indenture Trustee upon Issuer Order, subject to the provisions of Section
      8.01(b).  All income or other gain from investments of moneys
      deposited in the Trust Accounts shall be deposited by the Indenture Trustee
      in
      the Collection Account, and any loss resulting from such investments shall
      be
      charged to such Trust Account.  The Issuer will not direct the
      Indenture Trustee to make any investment of any funds or to sell any investment
      held in any of the Trust Accounts unless the security interest granted and
      perfected in such account will continue to be perfected in such investment
      or
      the proceeds of such sale, in either case without any further action by any
      Person, and, in connection with any direction to the Indenture Trustee to make
      any such investment or sale, if requested by the Indenture Trustee, the Issuer
      shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to
      the
      Indenture Trustee, to such effect.

     

    (b)  Subject
      to Section 6.01(c), the Indenture Trustee shall not in any way be held liable
      by
      reason of any insufficiency in any of the Trust Accounts resulting from any
      loss
      on any Eligible Investment included therein except for losses attributable
      to
      the Indenture Trustee’s failure to make payments on such Eligible Investments
      issued by the Indenture Trustee, in its commercial capacity as principal obligor
      and not as trustee, in accordance with their terms.

     

    (c)  If
      (i)
      the Issuer shall have failed to give investment directions for any funds on
      deposit in the Trust Accounts to the Indenture Trustee by 1:00 p.m. Eastern
      Time
      (or such other time as may be agreed by the Issuer and Indenture Trustee) on
      any
      Business Day; or (ii) a Default shall have occurred and be continuing, but
      the
      Notes shall not have been declared due and payable pursuant to Section 5.02,
      or,
      if such Notes shall have been declared due and payable following an Event of
      Default, amounts collected or receivable from the Indenture Trust Estate are
      being applied in accordance with Section 5.04 as if there had not been such
      a
      declaration; then the Indenture Trustee shall, to the fullest extent
      practicable, invest and reinvest funds in the Trust Accounts in one or more
      of
      the Indenture Trustee’s money market mutual funds that is an Eligible
      Investment.

     

    SECTION
      8.04  Release
      of Indenture Trust Estate.  (a)  Subject to the payment
      of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may,
      and when required by the provisions of this Indenture shall, execute instruments
      to release property from the lien of this Indenture, or convey the Indenture
      Trustee’s interest in the same, in a manner and under circumstances that are not
      inconsistent with the provisions of this Indenture.  No party relying
      upon an instrument executed by the Indenture Trustee as provided in this
      Article VIII shall be bound to ascertain the Indenture Trustee’s authority,
      inquire into the satisfaction of any conditions precedent or see to the
      application of any moneys.

     

    (b)  The
      Indenture Trustee shall, at such time as there are no Notes Outstanding, all
      sums due to Ambac hereunder have been paid and all sums due the Indenture
      Trustee pursuant to Section 6.07 have been paid, release any remaining portion
      of the Indenture Trust Estate that secured the Notes from the lien of this
      Indenture and release to the Issuer or any other Person entitled thereto any
      funds then on deposit in the Trust Accounts.  The Indenture Trustee
      shall release property from the lien of this Indenture pursuant to this Section
      8.04(b) only upon receipt of an Issuer Request accompanied by an Officers’
Certificate of the Issuer and an Opinion of Counsel meeting the applicable
      requirements of Section 11.01.

     

    SECTION
      8.05  Opinion
      of Counsel.  The Indenture Trustee shall receive at least seven
      days’ notice when requested by the Issuer to take any action pursuant to Section
      8.04(a), accompanied by copies of any instruments involved, and the Indenture
      Trustee shall also require, except in connection with any action contemplated
      by
      Section 8.04(b), as a condition to such action, an Opinion of Counsel, in form
      and substance satisfactory to the Indenture Trustee, stating the legal effect
      of
      any such action, outlining the steps required to complete the same, and
      concluding that all conditions precedent to the taking of such action have
      been
      complied with and such action will not materially and adversely impair the
      security for the Notes or the rights of the holders of the Notes in
      contravention of the provisions of this Indenture.  Counsel rendering
      any such opinion may rely, without independent investigation, on the accuracy
      and validity of any certificate or other instrument delivered to the Indenture
      Trustee in connection with any such action.

     

    SECTION
      8.06  Cost
      of Issuance Account.  The Issuer shall establish and maintain in
      the name of the Indenture Trustee an Eligible Deposit Account (the “Cost of
      Issuance Account”).  The Cost of Issuance Account shall not be a Trust
      Account and the Noteholders shall have no interest in the amount deposited
      therein.  The Cost of Issuance Account initially will be established
      as a segregated account at U.S. Bank National Association in the name of the
      Indenture Trustee.  The Issuer shall make a deposit into the Cost of
      Issuance Account on the Closing Date in an amount equal to
      $1,500,000.  Upon receipt of written instructions from the
      Administrator, the Indenture Trustee shall remit funds on deposit in the Cost
      of
      Issuance Account to pay the costs and expenses incurred by the Issuer in
      connection with issuing the Notes.  Commencing 60 days after the
      Closing Date, the Indenture Trustee shall remit  funds, if any,
      remaining in the Cost of Issuance Account as directed in writing by the
      Administrator.

     

    SECTION
      8.07  Application
      of Collections.  (a)  With respect to each Financed
      Student Loan, all collections (including all Guarantee Payments) with
      respect thereto for the Collection Period shall be applied to interest and
      principal on such Financed Student Loan by allocating to interest the portion
      of
      such collection equal to the product of (A) the applicable interest rate on
      such Financed Student Loan, (B) the unpaid principal balance of such
      Financed Student Loan, and (C) the period of time elapsed since the preceding
      payment of interest on such Financed Student Loan was made (over the actual
      number of days in a year) (“Interest Collections”) and by allocating the
      remainder of such collection to principal.

     

    (b)  All
      Liquidation Proceeds shall be applied to the related Financed Student
      Loan.

     

    SECTION
      8.08  Reserve
      Account.  (a)  On the Closing Date, the Issuer shall
      deposit the Reserve Account Initial Deposit into the Reserve
      Account.  The Indenture Trustee shall deposit into the Reserve Account
      the amounts, if any, required to be deposited pursuant to Sections 8.02 and
      8.10.

     

    (b)  (i)  If
      the amounts payable for any Distribution Date pursuant to Section 8.02(e)(1)
      exceed the amount distributed or allocated to the applicable parties on such
      Distribution Date (exclusive of the amounts described in the second proviso
      to
      the definition of “Available Funds” included in Appendix A hereto), the
      Administrator shall instruct the Indenture Trustee in writing to withdraw from
      the Reserve Account on such Distribution Date an amount equal to such excess,
      to
      the extent of funds available therein, and to distribute or allocate such
      amounts to the applicable parties prorata (based upon the amount
      owed to such parties) unless otherwise provided herein;

     

    (ii)  If
      the
      amounts payable for any Distribution Date pursuant to Section 8.02(e)(3) exceed
      the amount transferred to the TERI Pledge Fund on such Distribution Date
      (exclusive of the amounts described in the second proviso to the definition
      of
“Available Funds” included in Appendix A hereto), the Administrator shall
      instruct the Indenture Trustee in writing to withdraw from the Reserve Account
      on such Distribution Date an amount equal to such excess, to the extent of
      funds
      available therein after giving effect to paragraph (b)(i) above, and to transfer
      such amount to the TERI Pledge Fund;

     

    (iii)  If
      the
      Noteholders’ Interest Distribution Amount with respect to the Class A Notes for
      a Distribution Date exceeds the amount distributed to the holders of the Class
      A
      Notes or allocated to the Future Distribution Account, as the case may be,
      on
      such Distribution Date (exclusive of the amounts described in the second proviso
      to the definition of “Available Funds” included in Appendix A hereto), the
      Administrator shall instruct the Indenture Trustee in writing to withdraw from
      the Reserve Account on such Distribution Date an amount equal to such excess,
      to
      the extent of funds available therein after giving effect to paragraphs (b)(i)
      through (b)(ii) above, and to distribute such amount to the applicable parties
      prorata (based upon the amounts then owed to each such party) or
      allocate such amount to the Future Distribution Account, as the case may
      be;

     

    (iv)  If
      on the
      Final Maturity Date for a Class of Class A Notes, the outstanding principal
      balance of the applicable Class of Class A Notes (prior to giving effect to
      any
      distribution of principal thereon on such date) exceeds the amount of principal
      distributed to the holders of the applicable Class of Class A Notes or allocated
      to the Future Distribution Account, as the case may be, on such date, the
      Administrator shall instruct the Indenture Trustee in writing on such date
      to
      withdraw from the Reserve Account on such date an amount equal to such excess,
      to the extent of funds available therein, after giving effect to paragraphs
      (b)(i) through (b)(iii) above, and to distribute such amount, to the holders
      of
      the applicable Class of Class A Notes, in the same order and priority as is
      set
      forth in Section 8.02(e)(9) or allocate such amount to the Future Distribution
      Account, as the case may be;

     

    (c)  If
      the
      amount on deposit in the Reserve Account on any Distribution Date (after giving
      effect to all deposits or withdrawals therefrom on such Distribution Date)
      is
      greater than the Required Reserve Amount for such Distribution Date, the
      Administrator shall instruct the Indenture Trustee in writing to deposit the
      amount of such excess into the Collection Account for distribution on such
      Distribution Date.

     

    (d)  If
      on any
      Distribution Date the amount on deposit in the Reserve Account (after giving
      effect to all deposits or withdrawals therefrom on such Distribution Date)
      is
      equal to or greater than the aggregate Outstanding Amount of all Notes, the
      Administrator shall instruct the Indenture Trustee in writing to deposit all
      amounts in the Reserve Account into the Collection Account for distribution
      on
      such Distribution Date.

     

    SECTION
      8.09  Statements
      to Noteholders.  (a) On each Determination Date preceding a
      Distribution Date, pursuant to the Administration Agreement the Administrator
      shall provide to the Indenture Trustee (with a copy to the Owner Trustee, Ambac
      (provided that Ambac is then the Controlling Party) and the Rating Agencies)
      for
      the Indenture Trustee to forward on such succeeding Distribution Date to each
      holder of record of the Notes a statement setting forth at least the following
      information as to the Notes, to the extent applicable:

     

    (1)  the
      amount of the distribution allocable to principal of each Class of
      Notes;

     

    (2)  the
      amount of the distribution allocable to interest on each Class of Notes
      (including, with respect to the Auction Rate Notes, the portion allocable to
      Noteholders’ Interest Carryover Shortfall), together with the interest rates
      applicable with respect thereto;

     

    (3)  the
      Pool
      Balance as of the close of business on the last day of the preceding Collection
      Period, after giving effect to the related payments allocated to principal
      reported under clause (1) above;

     

    (4)  the
      aggregate outstanding principal balance of each Class of Notes as of such
      Distribution Date, after giving effect to related payments allocated to
      principal reported under clause (1) above;

     

    (5)  for
      each
      Distribution Date (A) the amount of fees and expenses paid to the Indenture
      Trustee and the Owner Trustee; (B) the amount of the Servicing Fee and expenses
      paid to the Servicers; (C) the amount of fees paid to TERI; (D) the Note
      Insurance Premium and expenses paid to Ambac and any amounts drawn on the
      Financial Guaranty Insurance Policy with respect to such Distribution Date;
      (E)
      the amount of the Administration Fee and expenses paid to the Administrator,
      and
      (F) the amount of the Back-Up Administration Fee and expenses paid to the
      Back-Up Administrator, and, in each case, with respect to such Collection
      Period, together with the amount, if any, remaining unpaid after giving effect
      to all such payments;

     

    (6)  for
      each
      Distribution Date, the amount of the aggregate Realized Losses for the Financed
      Student Loans, if any, for such Collection Period and the balance of the
      Financed Student Loans that are delinquent in each delinquency period as of
      the
      end of such Collection Period;

     

    (7)  the
      balance of the Reserve Account on such Distribution Date, after giving effect
      to
      changes therein on such Distribution Date;

     

    (8)  the
      amounts withdrawn from the Reserve Account on such Distribution
      Date;

     

    (9)  the
      balance of the Future Distribution Account on such Distribution
      Date

     

    (10)  the
      amounts paid from the Future Distribution Account on each Auction Payment Date
      subsequent to the immediately prior Distribution Date;

     

    (11)  the
      amount of any Advance with respect to such Distribution Date;

     

    (12)  the
      amount transferred to the TERI Pledge Fund to acquire Rehabilitated Student
      Loans with respect to such Distribution Date; and

     

    (13)  the
      amount of the distribution allocable to Prepayment Penalties.

     

    Each
      amount set forth pursuant to clauses (1), (2), (3), (5) and (6) above shall
      be expressed as a dollar amount.  A copy of the statements referred to
      above may be obtained by any Note Owner by a written request to the Indenture
      Trustee addressed to the Corporate Trust Office.

     

    (b)           On
      each Determination Date preceding an Auction Rate Note Interest Payment Date,
      the Administrator shall provide to the Indenture Trustee (with a copy to the
      Owner Trustee, Ambac (provided that Ambac is then the Controlling Party) and
      the
      Rating Agencies) for the Indenture Trustee to forward to each holder of record
      of the applicable Class of Notes a statement setting forth the information
      in
      clauses (1) and (2) above with respect to the related Auction Rate
      Notes.

     

    SECTION
      8.10  Advances.  (a)  On
      or prior to any Distribution Date, a Certificateholder may, but shall not be
      obligated to, make an optional deposit (each, an “Optional Deposit”) to the
      Reserve Account from funds to be released to such Certificateholder pursuant
      to
      Section 8.02(e)(15) on such Distribution Date or otherwise.  Any such
      Optional Deposit shall be applied on the related Distribution Date in the same
      manner as other funds on deposit in the Reserve Account on the related
      Distribution Date in accordance with Section 8.08.

     

    (b)  If
      on any
      Determination Date the amount required to be distributed on the upcoming
      Distribution Date pursuant to Section 8.02(e)(1), would exceed the sum of the
      aggregate amount in the Collection Account and the Reserve Account, the
      Administrator, in its sole option, may elect to deposit, or have an Affiliate
      deposit, in the Reserve Account (no later than the Business Day immediately
      preceding such Distribution Date) an amount up to the amount of such deficiency
      (such deposit, is referred to as an “Advance”).

     

    SECTION
      8.11  Future
      Distribution Account.  The Indenture Trustee shall make deposits
      into and withdrawals from the Future Distribution Account in accordance with
      instructions of the Administrator as provided in Section 8.02.  To the
      extent amounts to be paid to the Noteholders or any other Person are in the
      Future Distribution Account, the Indenture Trustee, based upon written
      instructions received from the Administrator, shall transfer such amounts from
      the Future Distribution Account to the Collection Account and make such payments
      from the Collection Account.

     

    ARTICLE
      IX    

     

    Supplemental
      Indentures

     

    SECTION
      9.01  Supplemental
      Indentures Without Consent of Noteholders.  (a)  Without
      the consent of any holders of the Notes but with prior notice to the Rating
      Agencies and prior written consent of Ambac (provided that Ambac is then the
      Controlling Party), the Issuer and the Indenture Trustee, when authorized by
      an
      Issuer Order, at any time and from time to time, may enter into one or more
      indentures supplemental hereto, in form satisfactory to the Indenture Trustee,
      for any of the following purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer herein and in the Notes contained;

     

    (iii)  to
      add to
      the covenants of the Issuer, for the benefit of the holders of the Notes, or
      to
      surrender any right or power herein conferred upon the Issuer;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture which may be inconsistent with any other provision herein
      or in any supplemental indenture or to make any other provisions with respect
      to
      matters or questions arising under this Indenture or in any supplemental
      indenture; provided that such action shall not materially adversely affect
      the
      interests of the holders of the Notes; or

     

    (vi)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)  The
      Administrator, on behalf of the Issuer and the Indenture Trustee, when
      authorized by an Issuer Order, may, also without the consent of any of the
      holders of the Notes but upon satisfying the Rating Agency Condition and with
      the consent of Ambac (provided that Ambac is then the Controlling Party), enter
      into an indenture or indentures supplemental hereto for the purpose of adding
      any provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture, including changing the Auction Procedures for
      the
      Auction Rate Notes, or modifying in any manner the rights of Ambac or the
      holders of the Notes under this Indenture; provided, however,
      that such action shall not, as evidenced by an Opinion of Counsel, adversely
      affect in any material respect the interests of Ambac (provided that Ambac
      is
      then the Controlling Party) or any holder of the Notes.

     

    SECTION
      9.02  Supplemental
      Indentures with Consent of Noteholders.  The Issuer and the
      Indenture Trustee, when authorized by an Issuer Order, also may, with prior
      notice to the Rating Agencies, and with the consent of the Controlling Party,
      enter into an indenture or indentures supplemental hereto for the purpose of
      adding any provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture or of modifying in any manner the rights of Ambac
      or the holders of the Notes under this Indenture; provided,
however, that no such supplemental indenture shall, without the
      consent
      of the Controlling Party and holders of each Outstanding Note affected
      thereby:

     

    (i)  change
      the date of payment of any installment of principal of or interest on each
      Class
      of Notes, or reduce the principal amount thereof or the interest rate thereon,
      change the provisions of this Indenture relating to the application of
      collections on, or the proceeds of the sale of, the Indenture Trust Estate
      to
      payment of principal of or interest on the applicable Notes or change any place
      of payment where, or the coin or currency in which, any Note, or the interest
      thereon is payable, or impair the right to institute suit for the enforcement
      of
      the provisions of this Indenture, or requiring the application of funds
      available therefor, as provided in Article V, to the payment of any such amount
      due on the Notes on or after the respective due dates thereof;

     

    (ii)  reduce
      the percentage of the Outstanding Amount of the Notes, the consent of the
      holders of which is required for any such supplemental indenture, or the consent
      of the Controlling Party or the holders of the Notes of which is required for
      any waiver of compliance with certain provisions of this Indenture or certain
      defaults hereunder and their consequences provided for in this
      Indenture;

     

    (iii)  modify
      or
      alter the provisions of the proviso to the definition of the term
“Outstanding”;

     

    (iv)  reduce
      the percentage of the Outstanding Amount of the Notes required to direct the
      Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust
      Estate pursuant to Section 5.04;

     

    (v)  modify
      any provision of this Section except to increase any percentage specified herein
      or to provide that certain additional provisions of this Indenture or the other
      Basic Documents cannot be modified or waived without the consent of Ambac or
      the
      holder of each Outstanding Note affected thereby;

     

    (vi)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      applicable Note on any Distribution Date (including the calculation of any
      of
      the individual components of such calculation);

     

    (vii)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Indenture Trust Estate or, except
      as
      otherwise permitted or contemplated herein, terminate the lien of this Indenture
      on any property at any time subject hereto or deprive Ambac or any holder of
      any
      Note of the security provided by the lien of this Indenture; or

     

    (viii)  change
      the definition of Interested Noteholders.

     

    It
      shall
      not be necessary for any Act of holders of the Notes under this Section to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any supplemental
      indenture pursuant to this Section, the Indenture Trustee shall mail to the
      holders of the Notes to which such amendment or supplemental indenture relates
      a
      notice prepared by the Issuer setting forth in general terms the substance
      of
      such supplemental indenture.  Any failure of the Indenture Trustee to
      mail such notice, or any defect therein, shall not, however, in any way impair
      or affect the validity of any such supplemental indenture.

     

    SECTION
      9.03  Execution
      of Supplemental Indentures.  In executing, or permitting the
      additional trusts created by, any supplemental indenture permitted by this
      Article IX or the modifications thereby of the trusts created by this Indenture,
      the Indenture Trustee shall be entitled to receive, and subject to Sections
      6.01
      and 6.02, shall be fully protected in relying upon, an Opinion of Counsel
      stating that the execution of such supplemental indenture is authorized or
      permitted by this Indenture and that all conditions precedent to the execution
      and delivery thereof have been satisfied.  The Indenture Trustee may,
      but shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee’s own rights, duties, liabilities or immunities
      under this Indenture or otherwise.

     

    SECTION
      9.04  Effect
      of Supplemental Indenture.  Upon the execution of any supplemental
      indenture pursuant to the provisions hereof, this Indenture shall be and be
      deemed to be modified and amended in accordance therewith, and the respective
      rights, limitations of rights, obligations, duties, liabilities and immunities
      under this Indenture of the Indenture Trustee, Ambac, the Issuer and the holders
      of the Notes shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modifications and amendments, and all the terms
      and conditions of any such supplemental indenture shall be and be deemed to
      be
      part of the terms and conditions of this Indenture for any and all
      purposes.

     

    SECTION
      9.05  Reference
      in Notes to Supplemental Indentures.  Notes authenticated and
      delivered after the execution of any supplemental indenture pursuant to this
      Article IX may, and if required by the Indenture Trustee shall, bear a notation
      in form approved by the Indenture Trustee as to any matter provided for in
      such
      supplemental indenture.  If the Issuer or the Indenture Trustee shall
      so determine, new Notes so modified as to conform, in the opinion of the
      Indenture Trustee and the Issuer, to any such supplemental indenture may be
      prepared and executed by the Issuer and authenticated and delivered by the
      Indenture Trustee in exchange for Outstanding Notes.

     

    SECTION
      9.06  Conformity
      With the Trust Indenture Act.  Every Supplemental Indenture
      executed pursuant to this Article IX shall conform to the requirements of
      the TIA as then in effect.

     

    ARTICLE
      X


     

    Reporting
      Requirements

     

    SECTION
      10.01  Annual
      Statement as to Compliance.  The Issuer will cause each Servicer
      to deliver to the Administrator any applicable annual statements as to
      compliance required by such Servicer’s Servicing Agreement.  Copies of
      any such annual statements will be provided to Ambac and the Rating Agencies
      rating the Notes.

     

    SECTION
      10.02  Annual
      Independent Public Accountants’ Servicing Report.  The Issuer
      shall cause each Servicer to cause a firm of independent public accountants
      to
      furnish a statement to the Administrator and the Indenture Trustee in accordance
      with such Servicer’s Servicing Agreement.  So long as the Issuer is
      required to file reports with the SEC pursuant to Section 15(d) of the Exchange
      Act, the Issuer shall cause each Servicer that is required to provide an
      assessment of compliance and an attestation report pursuant to Item 1122 of
      Regulation AB to furnish such items to the Administrator and the Indenture
      Trustee in sufficient time to permit the Issuer to file in a timely manner
      with
      the SEC all reports required to be filed by the Issuer pursuant to Section
      15(d)
      of the Exchange Act.  The Issuer shall cause copies of each document
      delivered pursuant to this Section 10.02 to be provided to Ambac and the Rating
      Agencies rating the Notes.

     

    SECTION
      10.03  Assessment
      of Compliance and Attestation Reports.

     

    (a)  Assessment
      of Compliance.

     

    (i)  By
      September 15 of each year, commencing in September 2007, the Indenture Trustee
      shall furnish to the Depositor and the Administrator, a report on an assessment
      of compliance with the Relevant Servicing Criteria that contains (A) a statement
      by such party of its responsibility for assessing compliance with the Relevant
      Servicing Criteria, (B) a statement that such party used the Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      3.24, including, if there has been any material instance of noncompliance with
      the Relevant Servicing Criteria, a discussion of each such failure and the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such
      period.

     

    (ii)  When
      the
      Indenture Trustee  submits its assessment to the Depositor and the
      Administrator, it will also at such time include the assessment (and attestation
      pursuant to subsection (b) of this Section 10.03) of each Servicing Function
      Participant engaged by it and shall indicate what Relevant Servicing Criteria
      will be addressed in any such reports prepared by any such Servicing Function
      Participant.

     

    (iii)  Promptly
      after receipt of each report on assessment of compliance, the Administrator
      shall confirm that the assessments, taken as a whole, address all applicable
      Servicing Criteria and taken individually address the Relevant Servicing
      Criteria (and disclose the inapplicability of the Servicing Criteria not
      determined to be Relevant Servicing Criteria) for each party as set forth on
      Exhibit B attached hereto and on any similar exhibit set forth in the applicable
      Servicing Agreement in respect of any Servicer, and the applicable Custodial
      Agreement, and shall notify the Depositor of any exceptions.

     

    (b)  Attestation
      Reports.

     

    (i)  By
      September 15 of each year, commencing in September 2007, the Indenture Trustee
      shall cause, and shall cause any Servicing Function Participant engaged by
      it to
      cause, a registered public accounting firm (which may also render other services
      to the Administrator and the Indenture Trustee, as the case may be) that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      a
      report to the Depositor and the Administrator, to the effect that (A) it has
      obtained a representation regarding certain matters from the management of
      such
      party, which includes an assertion that such party has complied with the
      Relevant Servicing Criteria, and (B) on the basis of an examination conducted
      by
      such firm in accordance with standards for attestation engagements issued or
      adopted by the Public Company Accounting Oversight Board, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria.  In the event that an overall opinion
      cannot be expressed, such registered public accounting firm shall state in
      such
      report why it was unable to express such an opinion. Such report must be
      available for general use and not contain restricted use language.

     

    (ii)  Promptly
      after receipt of such report from the Indenture Trustee or any Servicing
      Function Participant engaged by it, the Administrator shall confirm that each
      assessment submitted pursuant subsection (a) of this Section 10.03 is coupled
      with an attestation meeting the requirements of this Section and notify the
      Depositor of any exceptions.

     

    (c)  The
      Indenture Trustee’s obligation to provide assessments of compliance and
      attestations under this Section 10.03 shall terminate upon the filing of a
      Form
      15 suspension notice on behalf of the Issuer; provided,
however that the Indenture Trustee shall provide assessments of
      compliance and attestations for the first fiscal year of the Issuer. After
      the
      occurrence of such event, and provided the Depositor is not otherwise provided
      with such reports or copies of such reports, the Indenture Trustee shall no
      longer be obligated to provide a copy of such reports to the Depositor or the
      Administrator.

     

    (d)  The
      scope
      of the “platform” to be used for the assessment of compliance and attestation
      reports shall be limited to all asset-backed securities offered after January
      1,
      2006 involving the Indenture Trustee as the asserting party that are relevant
      for and applicable to such assessments and reports and as required by Item
      1122
      of Regulation AB.

     

    (e)  Notwithstanding
      anything contained in Exhibit B to the contrary, the Indenture Trustee shall
      be
      entitled to deposit payments on Financed Student Loans in the appropriate
      custodial bank accounts and related bank clearing accounts no more than five
      Business Days following receipt, in accordance with Section 1122(d)(2)(i) of
      the
      Relevant Servicing Criteria.

     

    (f)  Each
      of
      the parties hereto acknowledges and agrees that the purpose of this Section
      10.03 is to facilitate compliance by the Issuer with the provisions of
      Regulation AB, as such may be amended or clarified from time to
      time.  Therefore, each of the parties agrees that the Indenture
      Trustee’s obligations hereunder will be supplemented and modified as necessary
      to be consistent with any such amendments, interpretive advice or guidance,
      convention or consensus among active participants in the asset-backed securities
      markets, advice of counsel or otherwise in respect of the requirements of
      Regulation AB and the Indenture Trustee shall comply with requests made by
      the
      Administrator, on behalf of the Issuer, for delivery of additional or different
      information as the Administrator, on behalf of the Issuer, may determine in
      good
      faith is necessary to comply with the provisions of Regulation AB, provided
      that
      such information is available without unreasonable effort or expense and within
      such timeframe as may be reasonably requested.

     

    ARTICLE
      X-A

     

    Provisions
      Related to Ambac

     

    SECTION
      10A.01                                           Fees;
      Reorganization.  (a)  Ambac reserves the right to charge
      the Issuer a fee for any consent or amendment to this Indenture while the
      Financial Guaranty Insurance Policy is outstanding.

     

     (b)           Provided
      that Ambac is then the Controlling Party, (i) any reorganization or liquidation
      plan with respect to the Issuer must be reasonably acceptable to Ambac and
      (ii)
      in the event of any reorganization or liquidation of the Issuer, Ambac shall
      have the right to vote on behalf of all Noteholders who hold Ambac-insured
      Notes.

     

    SECTION
      10A.02                                           The
      Financial Guaranty Insurance Policy.  (a) At least five (5)
      Business Days prior to each Distribution Date, the Administrator shall notify
      the Indenture Trustee or Paying Agent, if any, as to whether there will be
      sufficient funds to pay the principal of or interest on the Notes on such
      Distribution Date to the extent such amounts are insured pursuant to the
      Financial Guaranty Insurance Policy.  If the Indenture Trustee or
      Paying Agent, if any, is so notified that there will be insufficient funds,
      the
      Indenture Trustee or Paying Agent, if any, shall so notify Ambac. Such notice
      shall be made on behalf of the Noteholders by the Trustee by delivery of a
      duly
      completed “Notice and Demand for Payment” in the form attached as Exhibit A
      to the Financial Guaranty Insurance Policy, duly executed by the Indenture
      Trustee. Any such notice shall be delivered by the Indenture Trustee to Ambac
      no
      later than 12:00 noon, New York City time, on the second Business Day preceding
      the related Interest Payment Date or Final Maturity Date as a claim for payment
      under the Financial Guaranty Insurance Policy provided that if such
      notice is received after 12:00 p.m., New York time, on such Business Day, it
      will be deemed to be received on the following Business Day.

     

    (b)           Any
      funds received by the Indenture Trustee in respect of a claim under the
      Financial Guaranty Insurance Policy made pursuant to clause (a) above will
      be
      held by the Indenture Trustee in a segregated account and will not be
      invested.

     

    (c)           Any
      payment made by Ambac under the Financial Guaranty Insurance Policy shall be
      applied by the Indenture Trustee solely for the purposes of payment of the
      amounts of principal and/or interest for which a claim is made pursuant to
      clause (a) above.  

     

    (d)           The
      Indenture Trustee or Paying Agent, if any, shall, at the time it provides notice
      to Ambac pursuant to (a) above, notify registered owners of Notes entitled
      to
      receive the payment of principal or interest thereon from Ambac (i) as to the
      fact of such entitlement, (ii) that it will remit to them, upon receipt thereof
      from Ambac, all or a part of the interest payments next coming due upon proof
      of
      Holder entitlement to interest payments and delivery to the Indenture Trustee
      of
      an appropriate assignment in favor of Ambac of the registered owner’s right to
      payment in form satisfactory to Ambac, (iii) that should they be entitled to
      receive full payment of principal from Ambac, they must surrender their Notes
      (along with an appropriate instrument of assignment in favor of Ambac in form
      satisfactory to Ambac to permit ownership of such Notes to be registered in
      the
      name of Ambac) for payment to the Indenture Trustee, and (iv) that should they
      be entitled to receive partial payment of principal from Ambac, they must
      surrender their Notes for payment thereon first to the Indenture Trustee or
      Paying Agent, if any, who shall note on such Notes the portion of the principal
      paid by the Indenture Trustee or Paying Agent, if any, and then, along with
      an
      appropriate instrument of assignment in favor of Ambac in form satisfactory
      to
      Ambac which will then pay the unpaid portion of principal.

     

    (e)           In
      the event that a Responsible Officer of the Indenture Trustee or Paying Agent,
      if any, receives written notice that any payment of principal of or interest
      on
      a Note which has become due for payment and which is made to a Noteholder by
      or
      on behalf of the Issuer has been deemed a preferential transfer and theretofore
      recovered from its registered owner pursuant to the United States Bankruptcy
      Code by a trustee in bankruptcy in accordance with the final, nonappealable
      order of a court having competent jurisdiction, the Indenture Trustee or Paying
      Agent, if any, shall, at the time Ambac is notified pursuant to (a) above,
      notify Ambac of such fact and make a claim under the Financial Guaranty
      Insurance Policy in respect of such principal or interest, subject to the
      conditions set forth therein.  If, in accordance with the Financial
      Guaranty Insurance Policy, any amounts referred to in this Section 10A.02(e)
      are
      paid to the Indenture Trustee, the Indenture Trustee shall deposit such amounts
      in a segregated account and distribute such funds to the Noteholders entitled
      thereto hereunder.  Such funds held in such segregated account shall
      not be invested.

     

    (f)           In
      addition to those rights granted Ambac under this Indenture, Ambac shall, to
      the
      extent it makes payment of principal of or interest on Notes, become subrogated
      to the rights of the recipients of such payments in accordance with the terms
      of
      the Financial Guaranty Insurance Policy, and to evidence such subrogation (i)
      in
      the case of subrogation as to claims for past due interest, the Indenture
      Trustee or Paying Agent, if any, shall note Ambac’s rights as subrogee on the
      Note Register maintained by the Indenture Trustee or Paying Agent, if any,
      upon
      receipt from Ambac of proof of the payment of interest thereon to the registered
      owners of the Notes, and (ii) in the case of subrogation as to claims for past
      due principal, the Indenture Trustee or Paying Agent, if any, shall note Ambac’s
      rights as subrogee on the registration books of the Issuer maintained by the
      Indenture Trustee or Paying Agent, if any, upon surrender of the Notes by the
      registered owners thereof  together with proof of the payment of
      principal thereof.

    


    ARTICLE
      XI


     

    Miscellaneous

     

    SECTION
      11.01  Compliance
      Certificates and Opinions, etc.  Upon any application or request
      by the Issuer to the Indenture Trustee to take any action under any provision
      of
      this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an
      Officers’ Certificate of the Issuer stating that all conditions precedent, if
      any, provided for in this Indenture relating to the proposed action have been
      complied with and (ii) an Opinion of Counsel stating that in the opinion of
      such
      counsel all such conditions precedent, if any, have been complied with, except
      that, in the case of any such application or request as to which the furnishing
      of such documents is specifically required by any provision of this Indenture,
      no additional certificate or opinion need be furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)  a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (iv)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    SECTION
      11.02  Form
      of Documents Delivered to Indenture Trustee.  In any case where
      several matters are required to be certified by, or covered by an opinion of,
      any specified Person, it is not necessary that all such matters be certified
      by,
      or covered by the opinion of, only one such Person, or that they be so certified
      or covered by only one document, but one such Person may certify or give an
      opinion with respect to some matters and one or more other such Persons as
      to
      other matters, and any such Person may certify or give an opinion as to such
      matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous.  Any such certificate of an Authorized Officer or Opinion
      of Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      a
      Servicer, the Issuer or the Administrator, stating that the information with
      respect to such factual matters is in the possession of such Servicer, the
      Issuer or the Administrator, unless such counsel knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to such matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report.  The foregoing shall not, however, be
      construed to affect the Indenture Trustee’s right to rely upon the truth and
      accuracy of any statement or opinion contained in any such document as provided
      in Article VI.

     

    SECTION
      11.03  Acts
      of Noteholders.  (a)  Any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      by
      this Indenture to be given or taken by holders of the Notes may be embodied
      in
      and evidenced by one or more instruments of substantially similar tenor signed
      by such holders of the Notes, in person or by agents duly appointed in writing;
      and except as herein otherwise expressly provided such action shall become
      effective when such instrument or instruments are delivered to the Indenture
      Trustee, and, where it is hereby expressly required, to the
      Issuer.  Such instrument or instruments (and the action embodied
      therein and evidenced thereby) are herein sometimes referred to as the “Act” of
      the holders of the Notes, signing such instrument or
      instruments.  Proof of execution of any such instrument or of a
      writing appointing any such agent shall be sufficient for any purpose of this
      Indenture and (subject to Section 6.01) conclusive in favor of the Indenture
      Trustee and the Issuer, if made in the manner provided in this
      Section.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Notes, shall be proved by the Note Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the holder of any Notes shall bind the holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuer in reliance thereon, whether or not notation of such
      action is made upon such Note.

     

    SECTION
      11.04  Notices,
      etc., to Indenture Trustee, Issuer and Rating Agencies.  Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      holders of Notes, or other documents provided or permitted by this Indenture
      shall be in writing and if such request, demand, authorization, direction,
      notice, consent, waiver or act of holders of Notes, is to be made upon, given
      or
      furnished to or filed with:

     

    (a)  the
      Indenture Trustee by any holder of Notes, or by the Issuer shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at its Corporate Trust Office.  The
      Indenture Trustee shall provide to Ambac (provided that Ambac is then the
      Controlling Party), as soon as practicable following receipt by a Responsible
      Officer of the Indenture Trustee of actual notice thereof a notice of any
      failure of the Issuer to provide to the Indenture Trustee any notice or
      certificate required to be delivered to the Indenture Trustee under this
      Indenture or any Supplemental Indenture, of which the Indenture Trustee has
      actual knowledge.

     

    (b)  the
      Issuer by the Indenture Trustee or by any holder of Notes shall be sufficient
      for every purpose hereunder if in writing and mailed, first-class, postage
      prepaid, to the Issuer addressed to:  The National Collegiate Student
      Loan Trust 2007-3, c/o Wilmington Trust Company, as Owner Trustee, Rodney Square
      North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate
      Trust Administration; with a copy to: The First Marblehead Corporation, The
      Prudential Tower, 800 Boylston Street, 34th Floor, Boston, Massachusetts
      02199-8157, Attention: Controller, with a copy to: Corporate Law Department,
      or
      at any other address previously furnished in writing to the Indenture Trustee
      by
      the Issuer or the Administrator.  The Issuer shall promptly transmit
      any notice received by it from the holders of the Notes to the Indenture
      Trustee.

     

    (c)  Ambac
      by
      the Issuer, the Indenture Trustee or the Paying Agent shall be sufficient for
      every purpose hereunder if in writing and mailed, first-class, postage prepaid,
      to Ambac addressed to: Ambac Assurance Corporation, One State Street
      Plaza

     

    New
      York,
      New York 10004, Attention: Student Loan CABS Group, or at any other address
      previously furnished in writing to the Indenture Trustee by
      Ambac.  The Issuer shall promptly transmit any notice received by it
      from the holders of the Notes or any notice to be given to the holders of the
      Notes to Ambac.

     

    Notices
      required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
      or the Owner Trustee shall be in writing, personally delivered, electronically
      delivered, or mailed by certified mail, return receipt requested, and shall
      be
      deemed to have been duly given upon receipt (i) in the case of Moody’s, via
      electronic delivery to “servicerreports@moodys.com”, and for any information not
      available in electronic format, send hard copies to:  Moody's
      Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World
      Trade Center, 250 Greenwich Street, New York, New York 10007; (ii) in the case
      of S&P, via electronic delivery to “Servicer_reports@sandp.com” and for any
      information not available in electronic format, send hard copies to: Standard
      & Poor’s Ratings Services, 55 Water Street, 41st floor, New York, New York
      10041-0003, Attention: ABS Surveillance Group; (iii) in the case of Fitch,
      via
      electronic delivery to “surveillance-abs-consumer@fitchratings.com” and for any
      information not available in electronic format, send hard copies to: Fitch
      Ratings, One State Street Plaza, New York, NY 10004, Attention: ABS Surveillance
      Group; or as to each of the foregoing, at such other address as shall be
      designated by written notice to the other parties.

    


    SECTION
      11.05  Notices
      to Noteholders; Waiver.  Where this Indenture provides for notice
      to holders of Notes of any event, such notice shall be sufficiently given
      (unless otherwise herein expressly provided) if in writing and mailed,
      first-class, postage prepaid to each holder of Notes affected by such event,
      at
      his address as it appears on the Note Register, not later than the latest date,
      and not earlier than the earliest date, prescribed for the giving of such
      notice.  In any case where notice to holders of the Notes is given by
      mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular holder of Notes shall affect the sufficiency of such
      notice with respect to other holders of Notes, and any notice that is mailed
      in
      the manner herein provided shall conclusively be presumed to have been duly
      given.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such
      notice.  Waivers of notice by holders of the Notes shall be filed with
      the Indenture Trustee but such filing shall not be a condition precedent to
      the
      validity of any action taken in reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to holders of the Notes when such notice is required to be given pursuant
      to any provision of this Indenture, then any manner of giving such notice as
      shall be satisfactory to the Indenture Trustee shall be deemed to be a
      sufficient giving of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute a Default.

     

    SECTION
      11.06  Alternate
      Payment and Notice Provisions.  Notwithstanding any provision of
      this Indenture or any of the Notes to the contrary, the Issuer may enter into
      any agreement with any holder of the Notes providing for a method of payment,
      or
      notice by the Indenture Trustee or any Paying Agent to such holder of the Notes
      that is different from the methods provided for in this Indenture for such
      payments or notices.  The Issuer will furnish to the Indenture Trustee
      a copy of each such agreement and the Indenture Trustee will cause payments
      to
      be made and notices to be given in accordance with such agreements.

     

    SECTION
      11.07  Effect
      of Headings and Table of Contents.  The Article and Section
      headings herein and the Table of Contents are for convenience only and shall
      not
      affect the construction hereof.

     

    SECTION
      11.08  Successors
      and Assigns.  All covenants and agreements in this Indenture and
      the Notes by the Issuer shall bind its successors and assigns, whether so
      expressed or not.  All agreements of the Indenture Trustee in this
      Indenture shall bind the successors, co-trustees and agents (excluding any
      legal
      representatives or accountants) of the Indenture Trustee.

     

    SECTION
      11.09  Separability.  In
      case any provision in this Indenture or in the Notes shall be invalid, illegal
      or unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    SECTION
      11.10  Benefits
      of Indenture.  Nothing in this Indenture or in the Notes, express
      or implied, shall give to any Person, other than the parties hereto and their
      successors hereunder, and the holders of the Notes, and any other party secured
      hereunder and any other Person with an ownership interest in any part of the
      Indenture Trust Estate, any benefit or any legal or equitable right, remedy
      or
      claim under this Indenture.  Notwithstanding the foregoing, to the
      extent that this Indenture confers upon or gives or grants to Ambac any right,
      remedy or claim under or by reason of this Indenture, Ambac is hereby explicitly
      recognized as being a third-party beneficiary hereunder and may enforce any
      such
      right, remedy or claim conferred, given or granted hereunder as if it were
      a
      party hereto.

     

    SECTION
      11.11  Legal
      Holidays.  In any case where the date on which any payment is due
      shall not be a Business Day, then (notwithstanding any other provision of the
      Notes or this Indenture) payment need not be made on such date, but may be
      made
      on the next succeeding Business Day with the same force and effect as if made
      on
      the date on which nominally due, and no interest shall accrue for the period
      from and after any such nominal date.

     

    SECTION
      11.12  Governing
      Law.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW),
      AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.  THIS INDENTURE IS SUBJECT TO
      THE PROVISIONS OF THE TIA THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND
      SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH
      PROVISIONS.

     

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

     

    SECTION
      11.14  Recording
      of Indenture.  If this Indenture is subject to recording in any
      appropriate public recording offices, such recording is to be effected by the
      Issuer and at its expense accompanied by an Opinion of Counsel (which may be
      counsel to the Indenture Trustee or any other counsel reasonably acceptable
      to
      the Indenture Trustee) to the effect that such recording is necessary either
      for
      the protection of the holders of the Notes or any other Person secured hereunder
      or for the enforcement of any right or remedy granted to the Indenture Trustee
      under this Indenture.

     

    SECTION
      11.15  Trust
      Obligations.  No recourse may be taken, directly or indirectly,
      with respect to the obligations of the Issuer, the Administrator, the Back-up
      Administrator, any Servicer, the Owner Trustee or the Indenture Trustee on
      the
      Notes or under this Indenture or any certificate or other writing delivered
      in
      connection herewith or therewith, against (i) the Administrator, the Back-up
      Administrator, such Servicer, the Indenture Trustee or the Owner Trustee in
      its
      individual capacity or (ii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Administrator, the Back-up Administrator,
      such Servicer, the Indenture Trustee or the Owner Trustee in its individual
      capacity, any holder or owner of a beneficial interest in the Issuer, the Owner
      Trustee or the Indenture Trustee or of any successor or assign of the
      Administrator, the Back-up Administrator, a Servicer, the Indenture Trustee
      or
      the Owner Trustee in its individual capacity, except as any such Person may
      have
      expressly agreed (it being understood that the Indenture Trustee and the Owner
      Trustee have no such obligations in their individual capacity) and except that
      any such partner, owner or beneficiary shall be fully liable, to the extent
      provided by applicable law, for any unpaid consideration for stock, unpaid
      capital contribution or failure to pay any installment or call owing to such
      entity.

     

    This
      Indenture is executed and delivered by Wilmington Trust Company (“WTC”), not
      individually or personally but solely as Owner Trustee of the Issuer in the
      exercise of the powers and authority conferred and vested in it and each of
      the
      representations, undertakings and agreements herein made on the part of the
      Issuer is made and intended not as a personal representation, undertaking and
      agreement by WTC but is made and intended for the purpose of binding only the
      Issuer and under no circumstances shall WTC be personally liable for the payment
      of any indebtedness or expenses of the Issuer or be liable for the breach or
      failure of any obligation, representation, warranty or covenant made or
      undertaken by the Issuer under this Indenture or otherwise.

     

    SECTION
      11.16  No
      Petition.  The Indenture Trustee, by entering into this Indenture,
      and each holder of each Class of the Notes, by accepting a Note, hereby covenant
      and agree that they will not at any time institute against the Issuer, or join
      in any institution against the Issuer of, any bankruptcy, reorganization,
      arrangement, insolvency, receivership or liquidation proceedings, or other
      proceedings under any United States Federal or state bankruptcy or similar
      law
      in connection with any obligations relating to the Notes, this Indenture or
      any
      of the other Basic Documents.

     

    SECTION
      11.17  Inspection.  The
      Issuer agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee, during the Issuer’s normal business
      hours, to examine all the books of account, records, reports, and other papers
      of the Issuer, to make copies and extracts therefrom, to cause such books to
      be
      audited by Independent certified public accountants, and to discuss the Issuer’s
      affairs, finances and accounts with the Issuer’s officers, employees, and
      Independent certified public accountants, all at such reasonable times and
      as
      often as may be reasonably requested.  The Indenture Trustee shall and
      shall cause its representatives to hold in confidence all such information
      obtained from such examination or inspection except to the extent disclosure
      may
      be required by law (and all reasonable applications for confidential treatment
      are unavailing) and except to the extent that the Indenture Trustee may
      reasonably determine that such disclosure is consistent with its obligations
      hereunder.

     

    SECTION
      11.18  Third-Party
      Beneficiaries.  This Indenture will inure to the benefit of and be
      binding upon the parties hereto, the Owner Trustee, the Noteholders, the Note
      Owners, TERI and their respective successors and permitted
      assigns.  Except as otherwise provided in this Indenture, including in
      Section 11.10 hereof, no other person will have any right or obligation
      hereunder.

     

    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture
      to be duly executed by their respective officers, thereunto duly authorized
      and
      duly attested, all as of the day and year first above written.

     

    
      	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 
	 	
              By:

               

            	
              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity but solely as Owner Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
              
                /s/
                  Patricia A. Evans

              

            
	 	 	
              Name:
                Patricia A. Evans

            
	 	 	
              Title:   Vice
                President

            
	 	 	 
	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              not
                in its individual capacity but solely

              as
                Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
              
                /s/
                  Karen R. Beard

              

            
	 	 	
              Name:
                Karen R. Beard

            
	 	 	
              Title:   Vice
                President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF DELAWARE

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW CASTLE

            	
              )

            	 


    

    


    On
      the
      18th day of
      September in the year 2007, before me, the undersigned, personally appeared
      Patricia A. Evans, an Authorized Officer, of WILMINGTON TRUST COMPANY, as Owner
      Trustee of THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3, personally known
      to me or proved to me on the basis of satisfactory evidence to be the individual
      whose name is subscribed to the within instrument and acknowledged to me that
      he
      executed the same in his capacity, and that by his signature on the instrument,
      the individual, or the person upon behalf of which the individual acted,
      executed the instrument.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this 18th day of
      September
      2007.

     

    
      	 	
              
                /s/
                  Eric E. Overcash

              

            
	 	
              Notary
                Public in and for

            
	 	
              the
                State of Delaware.

            
	 	 
	 	 


    

    


    My
      commission expires:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              COMMONWEALTH
                OF MASSACHUSETTS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF SUFFOLK

            	
              )

            	 


    

    


    On
      the
      20th day of
      September in the year 2007, before me, the undersigned, personally appeared
      Karen R. Beard, a Vice President of U.S. BANK NATIONAL ASSOCIATION, personally
      known to me or proved to me on the basis of satisfactory evidence to be the
      individual whose name is subscribed to the within instrument and acknowledged
      to
      me that he executed the same in his capacity, and that by his signature on
      the
      instrument, the individual, or the person upon behalf of which the individual
      acted, executed the instrument.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this 20th day of
      September
      2007.

     

    
      	 	
              
                /s/
                  Helen Mentavlos

              

            
	 	
              Notary
                Public in and for

            
	 	
              the
                Commonwealth of Massachusetts.

            
	 	 
	 	 


    

    


    My
      commission expires:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      A

     

    DEFINITIONS
      AND USAGE

     

    Usage

     

    The
      following rules of construction and usage shall be applicable to any instrument
      that is governed by this Appendix:

     

    (a)  All
      terms
      defined in this Appendix shall have the defined meanings when used in any
      instrument governed hereby and in any certificate or other document made or
      delivered pursuant thereto unless otherwise defined therein.

     

    (b)  As
      used
      herein, in any instrument governed hereby and in any certificate or other
      document made or delivered pursuant thereto, accounting terms not defined in
      this Appendix or in any such instrument, certificate or other document, and
      accounting terms partly defined in this Appendix or in any such instrument,
      certificate or other document to the extent not defined, shall have the
      respective meanings given to them under generally accepted accounting principles
      as in effect on the date of such instrument.  To the extent that the
      definitions of accounting terms in this Appendix or in any such instrument,
      certificate or other document are inconsistent with the meanings of such terms
      under generally accepted accounting principles, the definitions contained in
      this Appendix or in any such instrument, certificate or other document shall
      control.

     

    (c)  The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in an
      instrument refer to such instrument as a whole and not to any particular
      provision or subdivision thereof; references in an instrument to “Article,”
“Section” or another subdivision or to an attachment are, unless the context
      otherwise requires, to an article, section or subdivision of or an attachment
      to
      such instrument; and the term “including” means “including without
      limitation.”

     

    (d)  The
      definitions contained in this Appendix are equally applicable to both the
      singular and plural forms of such terms and to the masculine as well as to
      the
      feminine and neuter genders of such terms.

     

    (e)  Any
      agreement, instrument or statute defined or referred to below or in any
      agreement or instrument that is governed by this Appendix means such agreement
      or instrument or statute as from time to time amended, modified or supplemented,
      including (in the case of agreements or instruments) by waiver or consent and
      (in the case of statutes) by succession of comparable successor statutes and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein.  References
      to a Person are also to its permitted successors and assigns.

     

    (f)  The
      provisions of this Appendix A shall apply to all of the Notes issued hereunder,
      provided that with respect to the Auction Rate Notes, the provisions of Appendix
      B shall apply and to the extent that such provisions conflict with or are
      inconsistent with the provisions of this Appendix A, the provisions of Appendix
      B shall control with respect to the Auction Rate Notes.

     

    Definitions

     

    “Accountant”
      means PricewaterhouseCoopers LLP and any other independent certified public
      accountant as may be selected by the Issuer and satisfying the Rating Agency
      Condition.

     

    “Act”
      has the meaning specified in Section 11.03(a) of the
      Indenture.

     

    “Administration
      Agreement” means the Administration Agreement dated as of September 20,
      2007, among the Issuer, the Indenture Trustee, the Owner Trustee, the Depositor
      and the Administrator.

     

    “Administration
      Fee” has the meaning specified in Section 3 of the Administration
      Agreement.

     

    “Administrator”
      means First Marblehead Data Services, Inc., a Massachusetts corporation, in
      its
      capacity as administrator of the Issuer and the Financed Student Loans, and
      its
      successors and permitted assigns.

     

    “Administrator
      Default” means the occurrence of any event specified in Section 8(d) of
      the Administration Agreement.

     

    “Advance”
      has the meaning specified in Section 8.10(b) of the Indenture.

     

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

     

    “Ambac”
      or “Note Insurer” shall mean Ambac Assurance Corporation, a
      Wisconsin-domiciled stock insurance company.

     

    “Ambac
      Default” shall mean the occurrence and continuance of any one or more of the
      following events:

     

    (a)           the
      failure by Ambac to make a payment under the Financial Guaranty Insurance Policy
      in accordance with its terms; or

     

    (b)           the
      Wisconsin Department of Insurance or other competent regulatory authority shall
      have entered a final and nonappealable order, judgment or decree
      (i) appointing a custodian, trustee, agent or receiver for Ambac or for all
      or any material portion of its property or (ii) authorizing the taking of
      possession by a custodian, trustee, agent or receiver of Ambac (or the taking
      of
      possession of all or any material portion of the property of Ambac);
      or

     

    (c)           Ambac
      shall commence a voluntary case or other proceeding seeking rehabilitation,
      liquidation, reorganization or other relief with respect to itself or its debts
      under any bankruptcy, insolvency or other similar law now or hereafter in effect
      or seeking the appointment of a trustee, receiver, liquidator, custodian or
      other similar official of it or any substantial part of its property, or shall
      consent to any such relief or to the appointment of or taking possession by
      any
      such official in an involuntary case or other proceeding commenced against
      it,
      or shall make a general assignment for the benefit of creditors; or

     

    (d)           an
      involuntary case or other proceeding shall be commenced against Ambac seeking
      rehabilitation, liquidation, reorganization or other relief with respect to
      it
      or its debts under bankruptcy, insolvency or other similar law now or hereafter
      in effect or seeking the appointment of a trustee, receiver, liquidator,
      custodian or other similar official of it or any substantial part of its
      property and such case or proceeding is not dismissed or otherwise terminated
      within a period of 60 consecutive days or a court of competent jurisdiction
      enters an order granting the relief sought in such case or
      proceeding.

     

    “Ambac
      Indemnity Payments” means amounts due and owing to Ambac from the Issuer
      pursuant to Section 3.04 of the Insurance Agreement.

     

    “Applicable
      Index” means with respect to each Class of Notes (other than the Class A-IO
      Notes), One-Month LIBOR; provided, however, with respect to
      the initial Interest Period, the Applicable Index shall be determined by the
      following formula:

     

    
      	 	
              X
                +
                6/30 * (Y-X)

            
	 	 
	 	
              Where:
                X = Two-Month LIBOR, and

            
	 	 
	 	
              Y
                =
                Three-Month LIBOR, in each case, as of the second Business Day before
                the
                start of the initial Interest
                Period.

            


    

    


    “Applicable
      Note Margin” means 0.52% for the Class A-1-L Notes, 0.85% for the Class
      A-3-L Notes, and the Applicable Margin (as defined in Appendix B) for the
      Auction Rate Notes.

     

    “Authorized
      Officer” means, with respect to any Person, any Person who is authorized to
      act for such Person in matters relating to the Basic Documents and whose action
      is binding upon such Person.  With the respect to the Issuer,
“Authorized Officer” means any officer of the Owner Trustee and/or the
      Administrator who is authorized to act for the Owner Trustee and/or the
      Administrator in matters relating to the Issuer.  With respect to the
      Indenture Trustee, “Authorized Officer” means any officer of the Indenture
      Trustee customarily performing functions similar to those performed by any
      of
      the above designated officers and also, with respect to a particular matter,
      any
      other officer to whom such matter is referred because of such officer’s
      knowledge of and familiarity with the particular subject.

     

    “Available
      Funds” means, with respect to any Distribution Date, the sum of the
      following amounts received with respect to the preceding Collection Period
      to
      the extent not previously distributed:

     

    (i)  all
      collections received by the Servicers on the Financed Student Loans (including
      any Guarantee Payments received) but net of any applicable administrative fees,
      a portion of any late fees or similar fees received from a
      borrower;

     

    (ii)  all
      Liquidation Proceeds and all Recoveries in respect of Liquidated Student Loans
      which were written off in prior Collection Periods;

     

    (iii)  the
      aggregate Purchase Amounts received for Financed Student Loans repurchased
      by a
      Seller or a Servicer during the Collection Period;

     

    (iv)  Investment
      Earnings for such Distribution Date;

     

    (v)  amounts
      withdrawn from the Reserve Account in excess of the Required Reserve Amount
      and
      deposited into the Collection Account;

     

    (vi)  amounts
      on deposit in the Future Distribution Account;

     

    (vii)  Advances
      and Optional Deposits, if any; and

     

    (viii)  any
      proceeds received in connection with the sale of the Financed Student Loans,
      or
      sums collected by the Indenture Trustee pursuant to Sections 5.03 or 5.04(a)
      of
      the Indenture;

     

    provided,
      however, that Available Funds will exclude all payments and proceeds
      (including Liquidation Proceeds) of any Financed Student Loans, the related
      Purchase Amount of which has been included in Available Funds, for a prior
      Distribution Date; provided, further, that if on any
      Distribution Date there would not be sufficient funds, after application of
      Available Funds and amounts available from the Reserve Account to pay any of
      the
      items specified in clauses (1) through (5) of Section 8.02(e) of the Indenture
      for such Distribution Date, then Available Funds for such Distribution Date
      shall include, in addition to the Available Funds described above in clauses
      (i)
      through (viii) inclusive, amounts being held pursuant to Section 8.01 of the
      Indenture or on deposit in the Collection Account which would have constituted
      Available Funds for the Distribution Date succeeding such Distribution Date,
      up
      to the amount necessary to pay the items specified in clause (1) through (5)
      of
      Section 8.02(e) of the Indenture, and the Available Funds for such succeeding
      Distribution Date shall be adjusted accordingly.

     

    “Back-up
      Administration Agreement”:  means the Back-up Administration
      Agreement dated as of September 20, 2007 among the Issuer, Back-up
      Administrator, the Owner Trustee, the Administrator and the
      Depositor.

     

    “Back-up
      Administration Fee” means the fee payable to the Back-up Administrator
      pursuant to the Back-up Administration Agreement.

     

    “Back-up
      Administrator” means U.S. Bank National Association, a national banking
      association, in its capacity as back-up administrator of the Issuer and the
      Financed Student Loans, and its successors and permitted assigns.

     

    “Back-up
      Administrator Default” means the occurrence of any event specified in
      Section 8(d) of the Administration Agreement after the Back-up
      Administrator has assumed the duties required to be performed by the
      Administrator pursuant to the Back-up Administration Agreement.

     

    “Basic
      Documents” means the Trust Agreement, the Indenture, all Student Loan
      Purchase Agreements, the Deposit and Sale Agreement, the  Servicing
      Agreements, the Administration Agreement, the Back-up Administration Agreement,
      the Custodial Agreements, the Note Depository Agreement, the Financial Guaranty
      Insurance Policy, the Reimbursement Agreement, the Guarantee Agreements, the
      TERI Deposit and Security Agreement, the Auction Agent Agreement, the
      Broker-Dealer Agreements, any Program Manual and other documents and
      certificates delivered in connection with any thereof.

     

    “Beneficial
      Owner” means, with respect to a Note, the Person who is the beneficial owner
      of such Note, as reflected on the books of the Depository or on the books of
      a
      Person maintaining an account with such Depository (directly or as an indirect
      participant, in accordance with the rules of such Depository), as the case
      may
      be.

     

    “Book-Entry
      Note” means a beneficial interest in the Notes, ownership and transfers of
      which shall be made through book entries by a Clearing Agency as described
      in
      Section 2.10 of the Indenture.

     

    “Business
      Day” means any day other than a Saturday, a Sunday or a day on which banking
      institutions or trust companies in New York City, Minneapolis, Minnesota or
      the
      city in which the designated corporate trust office of the Indenture Trustee
      is
      located, are authorized or obligated by law, regulation or executive order
      to
      remain closed.

     

    “Certificates”
      means the Trust Certificates issued pursuant to the Trust Agreement,
      substantially in the form of Exhibit 1 thereto.

     

    “Certificateholders”
      means the Persons in whose names Certificates are registered.

     

    “Class”
      means reference to any of the Class A Notes.

     

    “Class
      A Notes” means the Class A-1-L Notes, Class A-2-AR-1 Notes, Class A-2-AR-2
      Notes, Class A-2-AR-3 Notes, Class A-2-AR-4 Notes, Class A-3-L Notes, Class
      A-3-AR-1 Notes, Class A-3-AR-2 Notes, Class A-3-AR-3 Notes, Class A-3-AR-4
      Notes, Class A-3-AR-5 Notes, Class A-3-AR-6 Notes, Class A-3-AR-7 Notes, and
      Class A-IO Notes.

     

    “Class
      A-1-L Note” means a Class A-1-L Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-1 thereto.

     

    “Class
      A-2-AR Note” means a Class a-2-AR-1 Note, Class A-2-AR-2 Note, Class
      A-2-AR-3 Note or a Class A-2-AR-4 Note.

     

    “Class
      A-2-AR-1 Note” means a Class A-2-AR-1 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-2 thereto.

     

    “Class
      A-2-AR-2 Note” means a Class A-2-AR-2 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-2 thereto.

     

    “Class
      A-2-AR-3 Note” means a Class A-2-AR-3 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-2 thereto.

     

    “Class
      A-2-AR-4 Note” means a Class A-2-AR-4 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-2 thereto.

     

    “Class
      A-3-L Note” means a Class A-3-L Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-3 thereto.

     

    “Class
      A-3-AR Note” means a Class A-3-AR-1 Note, Class A-3-AR-2 Note, Class
      A-3-AR-3 Note, Class A-3-AR-4 Note, Class A-3-AR-5 Note, Class A-3-AR-6 Note
      or
      a Class A-3-AR-7 Note.

     

    “Class
      A-3-AR-1 Note” means a Class A-3-AR-1 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-2 Note” means a Class A-3-AR-2 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-3 Note” means a Class A-3-AR-3 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-4 Note” means a Class A-3-AR-4 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-5 Note” means a Class A-3-AR-5 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-6 Note” means a Class A-3-AR-6 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-3-AR-7 Note” means a Class A-3-AR-7 Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-4 thereto.

     

    “Class
      A-IO Note” means a 5.5864% Class A-IO Note issued pursuant to the Indenture,
      substantially in the form of Exhibit A-5 thereto.

     

    “Class
      A-1 Note” means a Class A-1-L Note.

     

    “Class
      A-2 Note” means a Class A-2-AR Note.

     

    “Class
      A-3 Note” means a Class A-3-L Note and Class A-3-AR Note.

     

    “Clearing
      Agency” means an organization registered as a “clearing agency” pursuant to
      Section 17A of the Exchange Act.

     

    “Clearing
      Agency Participant” means a broker, dealer, bank, other financial
      institution or other Person for whom from time to time a Clearing Agency effects
      book-entry transfers and pledges of securities deposited with the Clearing
      Agency.

     

    “Clearstream”
      means Clearstream Banking, a société anonyme, a limited liability company
      organized under the laws of Luxembourg.

     

    “Closing
      Date” means September 20, 2007.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      Treasury Regulations promulgated thereunder.

     

    “Collateral”
      has the meaning specified in the Granting Clause of the Indenture.

     

    “Collection
      Account” means the account designated as such, established and maintained
      pursuant to Section 8.02(a)(i) of the Indenture.

     

    “Collection
      Period” means, with respect to the first Distribution Date, the period
      beginning on the Cutoff Date and ending on October 31, 2007, and with respect
      to
      each subsequent Distribution Date, the Collection Period means the calendar
      month immediately following the end of the previous Collection
      Period.

     

    “Controlling
      Noteholder Party” means the Interested Noteholders holding a majority of the
      Outstanding Amount of the Class A Notes.

     

    “Controlling
      Party” means Ambac so long as the Financial Guaranty Insurance Policy has
      not been surrendered for cancellation, any accrued amounts owed to Ambac under
      the Basic Documents remain unpaid and an Ambac Default does not then exist,
      and
      otherwise, the Controlling Noteholder Party (unless otherwise provided
      herein).

     

    “Corporate
      Trust Office” means (i) with respect to the Indenture Trustee and the
      Note Registrar (so long as the Indenture Trustee is the Note Registrar), the
      designated office of the Indenture Trustee at which at any particular time
      its
      corporate trust business shall be administered, which office at the Closing
      Date
      is located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110,
      Attention:  The National Collegiate Student Loan Trust 2007-3
      (facsimile: (617) 603-6638) or at such other address as the Indenture Trustee
      may designate from time to time by notice to the Noteholders, the Administrator,
      and the Depositor, or the principal corporate trust office of any successor
      Indenture Trustee (the address of which the successor Indenture Trustee will
      notify the Noteholders, the Administrator, and the Depositor) and (ii) with
      respect to the Owner Trustee, the principal corporate trust office of the Owner
      Trustee located at Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware 19890, Attention:  Corporate Trust Administration
      (facsimile:  302-636-4140); or at such other address as the Owner
      Trustee may designate by notice to the Certificateholders, the Administrator
      and
      the Depositor, or corporate trust office of any successor Owner Trustee (the
      address of which the successor Owner Trustee will notify the Certificateholders,
      the Administrator, the Back-up Administrator and the Depositor).

     

    “Cost
      of Issuance Account” means the account designated as such, established and
      maintained pursuant to Section 8.06 of the Indenture.

     

    “Credit-Worthy
      Cosigned Loan” means a loan made to a borrower to pay the costs of
      attendance at a school approved under the Student Loan Programs, which loan
      (i)
      was originated and underwritten to a credit-worthy standard as set forth in
      the
      related Program Manual with at least two signatures on the note evidencing
      such
      Student Loan, and (ii) is guaranteed by TERI.

     

    “Credit-Worthy
      Non-Cosigned Loan” means a loan made to a borrower to pay the costs of
      attendance at a school approved under the Student Loan Programs, which loan
      (i)
      was originated and underwritten to a credit-worthy standard as set forth in
      the
      related Program Manual with one signature on the note evidencing such Student
      Loan, and (ii) is guaranteed by TERI.

     

    “Credit-Ready
      Loan” means a loan made to a borrower to pay the costs of attendance at a
      school approved under the Student Loan Programs, which loan (i) was originated
      and underwritten to a credit-ready standard as set forth in the related Program
      Manual with one signature on the note evidencing such Student Loan, and (ii)
      is
      guaranteed by TERI.

     

    “Cumulative
      Default Rate” means, as of any Distribution Date, the percentage equivalent
      of the fraction (a) the numerator of which is the aggregate principal balance
      of
      the Financed Student Loans which are Defaulted Student Loans as of the end
      of
      the related Collection Period, and (b) the denominator of which is the aggregate
      principal balance of the Financed Student Loans as of the Cutoff
      Date.

     

    “Custodial
      Agreements” means the Custodial Agreements, dated as of September 20, 2007,
      each between the applicable Servicer and the Indenture Trustee.

     

    “Cutoff
      Date” means with respect to the Financed Student Loans, August 31,
      2007.

     

    “Default”
      means any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    “Defaulted
      Student Loan” means a Financed Student Loan for which a TERI Guaranty Event
      has occurred.

     

    “Definitive
      Notes” has the meaning specified in Section 2.10 of the
      Indenture.

     

    “Delivery”
      or “Deliver” when used with respect to Trust Account Property means the
      following and such additional or alternative procedures as may hereafter become
      appropriate to effect the complete transfer of ownership of any such Collateral
      to the Indenture Trustee, free and clear of any adverse claims, consistent
      with
      changes in applicable law or regulations or the interpretation
      thereof:

     

    (a)  with
      respect to bankers’ acceptances, commercial paper, negotiable certificates of
      deposit and other obligations that constitute instruments and are susceptible
      of
      physical delivery (“Physical Property”):

     

    (b)  transfer
      of possession thereof to the Indenture Trustee endorsed to, or with respect
      to a
      certificated security:

     

    (i)  delivery
      thereof in bearer form to the Indenture Trustee; or

     

    (ii)  delivery
      thereof in registered form to the Indenture Trustee and

     

    (A)  the
      certificate is endorsed to the Indenture Trustee or in blank by effective
      endorsement; or

     

    (B)  the
      certificate is registered in the name of the Indenture Trustee, upon original
      issue or registration of transfer by the issuer;

     

    (c)  with
      respect to an uncertificated security:

     

    (i)  the
      delivery of the uncertificated security to the Indenture Trustee;
      or

     

    (ii)  the
      issuer has agreed that it will comply with instructions originated by the
      Indenture Trustee, without further consent by the registered owner;

     

    (d)  with
      respect to any security issued by the U.S. Treasury, the Federal Home Loan
      Mortgage Corporation or by the Federal National Mortgage Association that is
      a
      book-entry security held through the Federal Reserve System pursuant to Federal
      book-entry regulations:

     

    (i)  a
      Federal
      Reserve Bank by book entry credits the book-entry security to the securities
      account (as defined in 31 CFR Part 357) of a participant (as defined in 31
      CFR
      Part 357) which is also a securities intermediary; and

     

    (ii)  the
      participant indicates by book entry that the book-entry security has been
      credited to the Indenture Trustee’s securities account, as
      applicable;

     

    (e)  with
      respect to a security entitlement:

     

    (i)  the
      Indenture Trustee, becomes the entitlement holder; or

     

    (ii)  the
      securities intermediary has agreed that it will comply with entitlement orders
      originated by the Indenture Trustee;

     

    (f)  without
      further consent by the entitlement holder for the purpose of clauses (b) and
      (c)
      hereof “delivery” means:

     

    (i)  with
      respect to a certificated security:

     

    (A)  the
      Indenture Trustee, acquires possession thereof;

     

    (B)  another
      person (other than a securities intermediary) either acquires possession thereof
      on behalf of the Indenture Trustee or, having previously acquired possession
      thereof, acknowledges that it holds for the Indenture Trustee; or

     

    (C)  a
      securities intermediary acting on behalf of the Indenture Trustee acquires
      possession of thereof, only if the certificate is in registered form and has
      been specially endorsed to the Indenture Trustee by an effective
      endorsement;

     

    (ii)  with
      respect to an uncertificated security:

     

    (A)  the
      issuer registers the Indenture Trustee as the registered owner, upon original
      issue or registration of transfer; or

     

    (B)  another
      person (other than a securities intermediary) either becomes the registered
      owner thereof on behalf of the Indenture Trustee, or, having previously become
      the registered owner, acknowledges that it holds for the Indenture
      Trustee;

     

    (g)  for
      purposes of this definition, except as otherwise indicated, the following terms
      shall have the meaning assigned to each such term in the UCC:

     

    (i)  “certificated
      security”

     

    (ii)  “effective
      endorsement”

     

    (iii)  “entitlement
      holder”

     

    (iv)  “instrument”

     

    (v)  “securities
      account”

     

    (vi)  “securities
      entitlement”

     

    (vii)  “securities
      intermediary”

     

    (viii)  “uncertificated
      security”

     

    (h)  in
      each
      case of Delivery contemplated herein, the Indenture Trustee shall make
      appropriate notations on its records, and shall cause same to be made of the
      records of its nominees, indicating that securities are held in trust pursuant
      to and as provided in this Agreement.

     

    “Deposit
      and Sale Agreement” means the Deposit and Sale Agreement dated as of
      September 20, 2007, between the Depositor and the Issuer pursuant to which
      the
      Depositor transfers Student Loans to the Issuer.

     

    “Depositor”
      means The National Collegiate Funding LLC, as depositor under the Trust
      Agreement and any successor thereto or assignee thereof.

     

    “Depository”
      means The Depository Trust Company, a New York corporation, its successors
      and
      assigns.

     

    “Depository
      Participant” means a Person for whom, from time to time, the Depository
      effects book-entry transfers and pledges of securities deposited with the
      Depository.

     

    “Determination
      Date” means, with respect to any Distribution Date, the third Business Day
      preceding such Distribution Date.

     

    “Distribution
      Date” means, the 25th calendar
      day of
      each month or if such day is not a Business Day, the next Business Day,
      commencing November 26, 2007.

     

    “DTC”
      means the Depository Trust Company, a New York corporation.

     

    “DTC
      Custodian” means the Indenture Trustee as a custodian for DTC.

     

    “Eligible
      Deposit Account” means either (a) a segregated account with an Eligible
      Institution, (b) a segregated trust account with the corporate trust
      department of a depository institution organized under the laws of the United
      States of America or any one of the States (or any domestic branch of a foreign
      bank), having corporate trust powers and acting as trustee for funds deposited
      in such account, so long as any of the securities of such depository institution
      have a credit rating from at least two nationally recognized Rating Agencies
      in
      one of their respective generic rating categories which signifies investment
      grade, or (c) any other account that is acceptable to (i) Ambac (provided that
      Ambac is then the Controlling Party) and (ii) the Rating Agencies (as evidenced
      by written confirmation to the Indenture Trustee from each Rating Agency that
      the use of such account satisfies the Rating Agency Condition).

     

    “Eligible
      Institution” means a depository institution (which may be, without
      limitation, the Indenture Trustee or any Affiliate of the Indenture Trustee)
      organized under the banking laws of the United States of America or any one
      of
      the States (or any domestic branch of a foreign bank), (a) which has (i) a
      short-term senior unsecured debt rating of “P-1” or better by Moody’s, (ii)
      either (A) a long term senior unsecured debt rating of “AAA” by S&P or (B) a
      short-term senior unsecured debt rating “A-1+” by S&P, and (iii) a
      short-term senior unsecured debt rating of “F-1” or better by Fitch or any other
      long-term, short-term or certificate of deposit rating acceptable to the Rating
      Agencies and Ambac (provided that Ambac is then the Controlling Party), and
      (b)
      whose deposits are insured by the FDIC.

     

    “Eligible
      Investments” mean cash (at all times insured by the FDIC), book-entry
      securities, negotiable instruments or securities represented by instruments
      in
      bearer or registered form which evidence:

     

    (a)  direct
      obligations of, and obligations fully guaranteed as to timely payment by, the
      United States of America or any agency or instrumentality thereof, provided
      that
      such obligations are backed by the full faith and credit of the United States
      of
      America; provided further that the following obligations need not be backed
      by
      the full faith and credit of the United States of America: (A) senior debt
      obligations of any of (i) Fannie Mae, (ii) Freddie Mac, (iii) Federal Home
      Loan
      Banking System, or (iv) any other government sponsored agency approved by Ambac,
      or (B) obligations of the Resolution Funding Corporation (REFCORP);

     

    (b)  demand
      deposits, time deposits or certificates of deposit of any depository institution
      or trust company incorporated under the laws of the United States of America
      or
      any State (or any domestic branch of a foreign bank) and subject to supervision
      and examination by Federal or state banking or depository institution
      authorities (including depository receipts issued by any such institution or
      trust company as custodian with respect to any obligation referred to in
      clause (a) above or portion of such obligation for the benefit of the
      holders of such depository receipts); provided, however, that
      (i) each such investment has an original maturity of not more than 360 days
      and
      (ii) at the time of the investment or contractual commitment to invest therein
      (which shall be deemed to be made again each time funds are reinvested following
      each Distribution Date, as the case may be), the commercial paper or other
      short-term senior unsecured debt obligations (other than such obligations the
      rating of which is based on the credit of a Person other than such depository
      institution or trust company) thereof shall have a credit rating from Moody’s,
      S&P and Fitch in the highest investment category granted
      thereby;

     

    (c)  commercial
      paper having an original maturity of not more than 270 days and having, at
      the
      time of the investment or contractual commitment to invest therein, a rating
      from Moody’s, S&P and Fitch in the highest investment category granted
      thereby;

     

    (d)  investments
      in money market funds (including funds for which the Indenture Trustee or the
      Owner Trustee or any of their respective Affiliates is an investment manager
      or
      advisor) that (i) maintain a stable $1.00 net asset value per share, (ii) are
      freely transferable on a daily basis, (iii) invests only in other Eligible
      Investments, and (iv) have a rating from Moody’s, S&P and Fitch in the
      highest investment category granted thereby;

     

    (e)  U.S.
      dollar denominated deposit accounts, federal funds and bankers’ acceptances
      having an original maturity of not more than 360 days and issued by any
      depository institution or trust company referred to in clause (b)
      above;

     

    (f)  Municipal
      obligations rated “Aaa” and “AAA” by Moody’s and S&P, respectively, or
      general obligations of any State having a rating of at least “A2” and “A” by
      Moody’s and S&P, respectively.

     

    (g)  Any
      bonds
      or other obligations of any State or of any agency, instrumentality or local
      government unit of any State which are not callable at the option of the obligor
      prior to maturity or as to which
      irrevocable instructions have been given by the obligor to call on the
      date specified in the notice; and (A) which are rated, based on an irrevocable
      escrow account or fund, in the highest rating category of Moody’s or S&P or
      any successors thereto; or (B) (i) which are fully secured as to principal
      and
      interest and redemption premium, if any, by an irrevocable escrow account or
      fund consisting only of cash or obligations described in the second proviso
      of
      clause (a) above, which irrevocable escrow account or fund may be applied only
      to the payment of such principal of and interest and redemption premium, if
      any,
      on such bonds or other obligations on the maturity date or dates thereof or
      the
      specified redemption date or dates pursuant to such irrevocable instructions,
      as
      appropriate, and (ii) which irrevocable escrow account or fund is sufficient,
      as
      verified by a nationally recognized independent certified public accountant,
      to
      pay principal of and interest and redemption premium, if any, on the bonds
      or
      other obligations described in this paragraph on the maturity date or dates
      specified in the irrevocable instructions referred to above, as
      appropriate;

     

    (h)  investment
      agreements approved in writing by Ambac; and

     

    (i)  any
      other
      investment permitted by each of the Rating Agencies and Ambac (provided that
      Ambac is then the Controlling Party) as set forth in writing delivered to the
      Indenture Trustee; provided that such investment shall satisfy the
      Rating Agency Condition and that such investment is relatively risk
      free.

     

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

     

    “Euroclear”
      means the Euroclear System, or any successor thereto.

     

    “Event
      of Default” has the meaning specified in Section 5.01 of the
      Indenture.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Executive
      Officer” means, with respect to any corporation, the Chief Executive
      Officer, Chief Operating Officer, Chief Financial Officer, President, any
      Executive Vice President, any Senior Vice President, any Vice President, the
      Secretary, the Assistant Secretary or the Treasurer of such corporation; and
      with respect to any partnership, any general partner thereof.

     

    “FASB”
      means the Financial Accounting Standards Board.

     

    “FDIC”
      means the Federal Deposit Insurance Corporation.

     

    “Final
      Maturity Date” means for the (i) Class A-1-L Notes, July 25, 2019, (ii)
      A-2-AR Notes, December 26, 2025, (iii) Class A-3-L Notes, March 25, 2038, (iv)
      Class A-3-AR Notes, March 25, 2038, and (v) Class A-IO Notes, October 25,
      2012.

     

    “Financed
      Student Loans” means the Student Loans identified as such in each of the
      pool supplements dated as of the Closing Date between the Trust and a Seller,
      transferred to the Trust as of the Closing Date, pledged to the Indenture
      Trustee for the benefit of Ambac and the holders of the Notes pursuant to the
      Indenture and listed on the Schedule of Financed Student Loans on the Closing
      Date as set forth in Schedule A to the Indenture (which Schedule may be
      in the form of microfiche or computer disk or tape).

     

    “Financed
      Student Loan Note” means the original fully executed copy of the note or
      credit agreement evidencing each Financed Student Loan.

     

    “Financial
      Guaranty Insurance Policy” or “Note Guaranty Insurance Policy” means
      the financial guaranty insurance policy issued by Ambac insuring the payment
      when due of the principal of and interest on the Notes as and to the extent
      provided therein.

     

    “Financial
      Guaranty Insurance Policy Premium Letter” means the letter agreement, dated
      as of September 20, 2007, between the Issuer and Ambac in connection with the
      Financial Guaranty Insurance Policy, as amended, supplemented or modified from
      time to time.

     

    “FMC”
      means The First Marblehead Corporation.

     

    “Fitch”
      means Fitch, Inc., and its successors and assigns.

     

    “Future
      Distribution Account” means the account designated as such, established and
      maintained pursuant to Section 8.02(a)(iii) of the Indenture.

     

    “Global
      Note” means any Note registered in the name of the Depository or its
      nominee, beneficial interests of which are reflected on the books of the
      Depository or on the books of a Person maintaining any account with such
      Depository (directly or as an indirect participant in accordance with the rules
      of such Depository).

     

    “GIC
      Provider” means XL Asset Funding Company I LLC, as provider of a guaranteed
      investment contract.

     

    “Grant”
      means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
      convey, assign, transfer, create, and grant a lien upon and a security interest
      in and right of set-off against, deposit, set over and confirm pursuant to
      the
      Indenture.  A Grant of the Collateral or of any other agreement or
      instrument shall include all rights, powers and options (but none of the
      obligations) of the Granting party thereunder, including the immediate and
      continuing right to claim for, collect, receive and give receipt for principal
      and interest payments in respect of the Collateral and all other moneys payable
      thereunder, to give and receive notices and other communications, to make
      waivers or other agreements, to exercise all rights and options, to bring
      Proceedings in the name of the Granting party or otherwise and generally to
      do
      and receive anything that the Granting party is or may be entitled to do or
      receive thereunder or with respect thereto.

     

    “Guarantee”
      means with respect to a Student Loan, the insurance or guarantee of the
      Guarantee Agency pursuant to such Guarantee Agency’s Guaranty
      Agreement.

     

    “Guarantee
      Agency” means TERI.

     

    “Guarantee
      Agreements” means the TERI Guaranty Agreements.

     

    “Guarantee
      Payment” means any payment made by the Guarantee Agency pursuant to the
      Guarantee Agreement in respect of a Financed Student Loan.

     

    “Indenture”
      means the Indenture, dated as of September 1, 2007, between the Issuer and
      the
      Indenture Trustee.

     

    “Indenture
      Trustee” means U.S. Bank National Association, not in its individual
      capacity but solely as Indenture Trustee under the Indenture.

     

    “Indenture
      Trust Estate” means all money, instruments, rights and other property that
      are subject or intended to be subject to the lien and security interest of
      the
      Indenture for the benefit of the Noteholders (including all property and
      interests granted to the Indenture Trustee), including all proceeds
      thereof.

     

    “Independent”
      means, when used with respect to any specified Person, that the Person
      (a) is in fact independent of the Issuer, any other obligor upon the Notes,
      the Depositor, the Administrator, the Back-up Administrator and any Affiliate
      of
      any of the foregoing Persons, (b) does not have any direct financial
      interest or any material indirect financial interest in the Issuer, any such
      other obligor, the Depositor, the Administrator, the Back-Up Administrator
      or
      any Affiliate of any of the foregoing Persons and (c) is not connected with
      the Issuer, any such other obligor, the Depositor, the Administrator, the
      Back-Up Administrator or any Affiliate of any of the foregoing Persons as an
      officer, employee, promoter, underwriter, trustee, partner, director or person
      performing similar functions.  Whenever it is herein provided that any
      Independent Person’s Opinion of Counsel or certificate shall be furnished to the
      Indenture Trustee, such Person shall be appointed by the Issuer or the Indenture
      Trustee, as the case may be, and such Opinion of Counsel or certificate shall
      state that the signer has read this definition and that the signer is
      Independent within the meaning hereof.

     

    “Index
      Maturity” means, (i) for One-Month LIBOR, one month, (ii) for Two-Month
      LIBOR, two months, and (ii) for Three-Month LIBOR, three months.

     

    “Indirect
      Participant” means any financial institution for whom any Participant holds
      an interest in any Note.

     

    “Insider”
      means, with respect to an entity, any officer, director or person privy to
      material information, including, but not limited to, contracts or agreements
      concerning such entity that are not available to the general
      public.

     

    “Insolvency
      Event” means, with respect to a specified Person, (a) the filing of a
      decree or order for relief by a court having jurisdiction in the premises in
      respect of such Person or any substantial part of its property in an involuntary
      case under any applicable Federal or state bankruptcy, insolvency or other
      similar law now or hereafter in effect, or appointing a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official for such Person
      or for any substantial part of its property, or ordering the winding-up or
      liquidation of such Person’s affairs, and such decree or order shall remain
      unstayed and in effect for a period of 60 consecutive days; or (b) the
      commencement by such Person of a voluntary case under any applicable Federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by such Person to the entry of an order for relief in an involuntary
      case under any such law, or the consent by such Person to the appointment of
      or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official for such Person or for any substantial part
      of
      its property, or the making by such Person of any general assignment for the
      benefit of creditors, or the failure by such Person generally to pay its debts
      as such debts become due, or the taking of action by such Person in furtherance
      of any of the foregoing.

     

    “Insurance
      Agreement” means the Insurance and Indemnity Agreement (as amended, modified
      or supplemented from time to time), dated as of September 20, 2007, by and
      among
      FMC, the Issuer, the Administrator, the Indenture Trustee and the Note
      Insurer.

     

    “Interest
      Collections” shall have the meaning specified in Section 8.07 of the
      Indenture.

     

    “Interest
      Period” means, with respect to a Distribution Date for (i) each Class of
      Notes, other than the Class A-IO Notes or the Auction Rate Notes, the period
      from and including the Closing Date or the most recent Distribution Date for
      that Class of Notes on which interest on the Notes has been distributed to
      but
      excluding the current Distribution Date and (ii) the Class A-IO Notes, the
      period commencing on the 25th day of the month immediately preceding the current
      Distribution Date (or in the case of the first Distribution Date, from the
      Closing Date) to, but excluding, the 25th day of the month of the current
      Distribution Date.

     

    “Interested
      Noteholders” means the Class A Noteholders.  Notwithstanding the
      foregoing, any Notes owned by the Administrator, the Depositor or any of their
      respective Affiliates or agents designated for such purpose, shall not be voted
      by such entity nor considered in determining any specified voting percentage
      of
      the Interested Noteholders, unless otherwise set forth in the
      Indenture.

     

    “Investment
      Earnings” means, with respect to any Distribution Date, the investment
      earnings (net of losses and investment expenses) on amounts on deposit in the
      Trust Accounts to be deposited into the Collection Account on or prior to such
      Distribution Date pursuant to Section 8.02(b) of the Indenture.

     

    “Irish
      Paying Agent” means Custom House Administration and Corporate Services
      Limited, and its successors and assigns, and any other entity serving in such
      capacity.

     

    “Irish
      Paying Agent Agreement” means Irish Paying Agency Agreement dated as of
      September 20, 2007 between the Irish Paying Agent and the Administrator on
      behalf of the Issuer.

     

    “Issuer”
      means The National Collegiate Student Loan Trust 2007-3 until a successor
      replaces it and, thereafter, means the successor.

     

    “Issuer
      Order” and “Issuer Request” means a written order or request signed
      in the name of the Issuer by any one of its Authorized Officers and delivered
      to
      the Indenture Trustee.

     

    “LIBOR”
      means the London interbank offered rate for deposits in U.S. dollars for a
      specified maturity.

     

    “LIBOR
      Determination Date” means, with respect to each Interest Period, the second
      Business Day prior to the commencement of such Interest Period.  For
      purposes of this definition, a “Business Day” is any day on which banks in
      London and New York City are open for the transaction of business.

     

    “Lien”
      means a security interest, lien, charge, pledge, equity or encumbrance of any
      kind, other than tax liens and any other liens, if any, which attach to the
      respective Financed Student Loan by operation of law as a result of any act
      or
      omission by the related Obligor.

     

    “Liquidated
      Student Loan” means any defaulted Financed Student Loan, liquidated by a
      Servicer.

     

    “Liquidation
      Proceeds” means, with respect to any Liquidated Student Loan, the moneys
      collected in respect thereof from whatever source, other than Recoveries or
      Guarantee Payments received, net of the sum of any amounts expended by a
      Servicer in connection with such liquidation and any amounts required by law
      to
      be remitted to the Obligor on such Liquidated Student Loan.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., and its successors and
      assigns.

     

    “Note
      Depository Agreement” means the blanket issuer letter of representations
      relating to the Notes, executed by the Issuer and received and accepted by
      The
      Depository Trust Company, as the initial Clearing Agency.

     

    “Note
      Insurance Premium” means the premium fees payable to Ambac under the
      Financial Guaranty Insurance Policy Premium Letter.

     

    “Note
      Interest Rate” means, with respect to any Interest Period and (1) in the
      case of each Class of Notes, other than the Class A-IO Notes, the interest
      rate
      per annum equal to the sum of (x) the Applicable Index plus (y) the Applicable
      Note Margin for such Class, and (2) in the case of the Class A-IO Notes, 5.5864%
      per annum and (3) in the case of each Class of Auction Rate Notes, the interest
      rate established for each such Class for each such Interest Period pursuant
      to
      the procedures described in Appendix B to the Indenture.  The interest
      rate per annum for each Class of Notes, other than the Class A-IO Notes, will
      be
      computed on the basis of the actual number of days elapsed in the related
      Interest Period divided by 360.  The interest rate per annum for the
      Class A-IO Notes will be computed on a 30/360 basis, meaning a year of 360
      days
      that is comprised of 12 months consisting of 30 days each; provided,
however, that the initial Interest Period for the Class A-IO Notes
      shall consist of 65 days.

     

    “Note
      Owner” means, with respect to a Book-Entry Note, the Person who is the owner
      of such Book-Entry Note, as reflected on the books of the Clearing Agency,
      or on
      the books of a Person maintaining an account with such Clearing Agency (directly
      as a Clearing Agency Participant or as an indirect participant, in each case
      in
      accordance with the rules of such Clearing Agency).

     

    “Note
      Register” and “Note Registrar” have the respective meanings specified
      in Section 2.04 of the Indenture.

     

    “Noteholders”
      means each Person in whose name a Note is registered in the Note.

     

    “Noteholders’
      Interest Carryover Shortfall” means, with respect to any class of Auction
      Rate Notes, the “Carry-over Amount”, as defined in Appendix B
      hereto.

     

    “Noteholders’
      Interest Distribution Amount” means, with respect to any Distribution Date
      and any Class of Notes, the aggregate amount of interest accrued at the
      applicable Note Interest Rate for the related Interest Period on the outstanding
      principal balance (or Notional Amount, for the Class A-IO Note) of such Class
      of
      Notes on the immediately preceding Distribution Date after giving effect to
      all
      principal distributions (or related reduction in Notional Amount, as
      applicable), to such Noteholders of such Class on such date (or, in the case
      of
      the first Distribution Date, on the Closing Date).

     

    “Noteholders’
      Principal Distribution Amount” means, with respect to any Distribution Date,
      the amount necessary, so that after distributing such amount to the Notes,
      (a)
      the sum of the Pool Balance at the end of the preceding Collection Period,
      plus
      amounts on deposit in the Reserve Account after payments on such Distribution
      Date, equals (b) 103% of the Outstanding Amount of the Notes  after
      payments on such Distribution Date; provided, however, that
      the Noteholders’ Principal Distribution Amount will not exceed the Outstanding
      Amount of the Notes.  In addition, (a) on the Final Maturity Date for
      each related Class of Notes, the principal required to be distributed to such
      Class of Notes will include the amount required to reduce the Outstanding Amount
      of such Class of Notes to zero.

     

    “Notes”
      means collectively, the Class A-1-L Notes, the Class A-2-AR Notes, the Class
      A-3-L Notes, the Class A-3-AR Notes and the Class A-IO Notes.

     

    “Notional
      Amount” means, for the Class A-IO Notes, $309,855,000, the amount on which
      the interest accrued on such Class of Notes is computed on each Distribution
      Date.

     

    However,
      if on any Distribution Date (after giving effect to the distributions of
      principal to be made on that Distribution Date), the Outstanding Amount of
      the
      Class A-3-L Notes and the Class A-3-AR Notes would be less than the Original
      Principal Balance of the Class A-3-L Notes and the Class A-3-AR Notes, the
      Notional Amount of the Class A-IO Notes will equal the lesser of the Outstanding
      Amount of the Class A-3-L Notes and the Class A-3-AR Notes (which shall equal
      zero if the Class A-3-L Notes and Class A-3-AR Notes are no longer Outstanding)
      and the Notional Amount.

     

    “Obligor”
      on a Financed Student Loan means the borrower or co-borrowers of such Financed
      Student Loan and any other Person who owes payments in respect of such Financed
      Student Loan, including the Guarantee Agency thereof.

     

    “Officers’
      Certificate” means, with respect to the Issuer or the Administrator, a
      certificate signed by one of its Authorized Officers.

     

    “One-Month
      LIBOR,” “Two-Month LIBOR” and “Three-Month LIBOR” means, with
      respect to any Interest Period, the London interbank offered rate for deposits
      in U.S. dollars having the Index Maturity which appears on the Reuters LIBOR01
      Page, or another page of this or any other financial reporting service in
      general use in the financial services industry as of 11:00 a.m., London
      time, on such LIBOR Determination Date.  If such rate does not appear
      on such page, the rate for that day will be determined on the basis of the
      rates
      at which deposits in U.S. dollars, having the Index Maturity and in a principal
      amount of not less than U.S. $1,000,000, are offered at approximately
      11:00 a.m., London time, on such LIBOR Determination Date to prime banks in
      the London interbank market by the Reference Banks.  The Administrator
      will request the principal London office of each of such Reference Banks to
      provide a quotation of its rate.  If at least two such quotations are
      provided, the rate for that day will be the arithmetic mean of the
      quotations.  If fewer than two quotations are provided, the rate for
      that day will be the arithmetic mean of the rates quoted by major banks in
      New
      York City, selected by the Administrator, at approximately 11:00 a.m., New
      York City time, on such LIBOR Determination Date for loans in U.S. dollars
      to
      leading European banks having the Index Maturity and in a principal amount
      of
      not less than U.S. $1,000,000; provided that if the banks selected as aforesaid
      are not quoting as mentioned in this sentence, LIBOR in effect for the
      applicable Interest Period for the applicable Index Maturity will be LIBOR
      in
      effect for the previous Interest Period for that Index Maturity.

     

    “Opinion
      of Counsel” means a written opinion of an attorney at law or firm of
      attorneys selected by the Person obliged to deliver an opinion on the subject
      in
      question, reasonably acceptable to the Person who is to receive the same
      hereunder, duly admitted to the practice of law before the highest court of
      any
      state of the United States of America or the District of Columbia.

     

    “Optional
      Deposit” has the meaning specified in Section 8.10(a) of the
      Indenture.

     

    “Original
      Principal Balance” means, for any Class of Notes, the original principal
      balance (or, in the case of the Class A-IO Notes, the original Notional Amount)
      for such Class on the Closing Date, as set forth in Section 2.02 of the
      Indenture.

     

    “Outstanding”
      means, as of the date of determination, all Notes theretofore authenticated
      and
      delivered under the Indenture except:

     

    (i)  Notes
      theretofore canceled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    (ii)  Notes
      or
      portions thereof the payment for which money in the necessary amount has been
      theretofore deposited with the Indenture Trustee or any Paying Agent in trust
      for the Noteholders thereof;

     

    (iii)  Notes
      in
      exchange for or in lieu of other Notes which have been authenticated and
      delivered pursuant to the Indenture unless proof satisfactory to the Indenture
      Trustee is presented that any such Notes are held by a bona fide
      purchaser;

     

    provided
      that in determining whether the Noteholders of the requisite Outstanding Amount
      of the Notes have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder or under any other Basic Document, Notes owned
      by
      the Issuer, any other obligor upon the Notes, the Depositor, the Administrator,
      a Servicer, or any Affiliate of any of the foregoing Persons shall be
      disregarded and deemed not to be Outstanding, except that, in determining
      whether the Indenture Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Notes
      that a Responsible Officer of the Indenture Trustee either actually knows to
      be
      so owned or has received written notice thereof shall be so
      disregarded.  Notes so owned that have been pledged in good faith may
      be regarded as Outstanding if the pledgee establishes to the satisfaction of
      the
      Indenture Trustee the pledgee’s right so to act with respect to such Notes and
      that the pledgee is not the Issuer, any other obligor upon the Notes, the
      Depositor, the Administrator, a Servicer, or any Affiliate of any of the
      foregoing Persons.

     

    “Outstanding
      Amount” means the sum of the aggregate principal amount of all Notes (or, if
      the context so indicates, one or more Classes of Notes) Outstanding at the
      date
      of determination.  The Class A-IO Notes shall have no Outstanding
      Amount.

     

    “Owner
      Trustee” means Wilmington Trust Company, not in its individual capacity but
      solely as Owner Trustee under the Trust Agreement, and any successor thereto
      or
      assignee thereof.

     

    “Participant”
      means a Person that has an account with DTC.

     

    “Paying
      Agent” means (i) the Indenture Trustee or any other Person that meets the
      eligibility standards for the Indenture Trustee specified in Section 6.11
      of the Indenture and is authorized by the Issuer to make the payments to and
      distributions from the Collection Account and payments of principal of and
      interest and any other amounts owing on the Notes on behalf of the Issuer and
      (ii) the Irish Paying Agent.

     

    “Person”
      means any individual, corporation, estate, partnership, joint venture,
      association, joint stock company, trust (including any beneficiary thereof),
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

    “Physical
      Property” has the meaning assigned to such term in the definition of
“Delivery” above.

     

    “Pool
      Balance” means, at any time, the aggregate principal balance of the Financed
      Student Loans at the end of the preceding Collection Period (or until the end
      of
      the first Collection Period, as of the Cut-Off Date), including accrued interest
      thereon for such Collection Period to the extent such interest will be
      capitalized upon commencement of repayment or during deferment or
      forbearance.

     

    “Predecessor
      Note” means, with respect to any particular Note, every previous Note
      evidencing all or a portion of the same debt as that evidenced by such
      particular Note; and, for the purpose of this definition, any Note authenticated
      and delivered under Section 2.05 of the Indenture and in lieu of a
      mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
      debt as the mutilated, lost, destroyed or stolen Note.

     

    “Prepayment
      Penalty” means, on any Distribution Date on which the Class A-IO Notes are
      Outstanding, if the Noteholders’ Interest Distribution Amount with respect to
      the Class A-IO Notes is not based on the Notional Amount for that Distribution
      Date, an amount equal to the difference between Noteholders’ Interest
      Distribution Amount with respect to such Class A-IO Notes accrued at the rate
      of
      5.5864% per annum and the Noteholders’ Interest Distribution Amount distributed
      to the Noteholders pursuant to Section 8.02(e)(4).

     

    “Proceeding”
      means any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    “Program
      Manuals” means the program manual attached as an exhibit to each TERI
      Guarantee Agreement together with the student loan program guidelines of each
      of
      the Sellers which describe their credit and collection policies for the
      origination, acquisition, financing and servicing of Financed Student Loans,
      as
      amended, revised or supplemented from time to time; provided,
however, that no such amendment, revision or supplement shall
      (a)
      reduce in any manner the amount of, or delay the timing of, collections of
      payments with respect to Financed Student Loans or (b) reduce the underwriting
      standards with respect to Financed Student Loans acquired or to be acquired
      by
      the Issuer, in each case without satisfying the Rating Agency
      Condition.

     

    “Purchase
      Amount” means, as of the close of business on the last day of a Collection
      Period, 100% of the amount required to prepay in full the respective Financed
      Student Loan, in each case under the terms thereof including all accrued
      interest thereon expected to be capitalized upon commencement of repayment
      or
      during deferment or forbearance.

     

    “Purchased
      Student Loan” means a Financed Student Loan purchased by a Servicer or
      repurchased by a Seller from the Issuer.

     

    “Rating
      Agency” means each of Moody’s, S&P and Fitch.  If any such
      organization or successor is no longer in existence, “Rating Agency” shall be a
      nationally recognized statistical rating organization or other comparable Person
      designated by the Issuer, notice of which designation shall be given to the
      Indenture Trustee and the Owner Trustee.

     

    “Rating
      Agency Condition” means, with respect to any action, that each Rating Agency
      shall have been given 10 days’ prior notice thereof (or such shorter period
      as shall be acceptable to the Rating Agencies) and that each Rating Agency
      shall
      have confirmed to the Administrator and the Indenture Trustee, in writing that
      such action will not in and of itself result in a reduction or withdrawal of
      the
      then current rating of the Notes, based upon the review by each such Rating
      Agency of payment and default performance of the Financed Student Loans,
      financial information relating to the Trust, the Indenture Trust Estate, the
      Guarantee Agency, the Servicers or the Administrator, and such other information
      that such Rating Agency determines to review.

     

    “Realized
      Losses” means the excess of the aggregate principal balance of any
      Liquidated Student Loan plus accrued but unpaid interest thereon over the
      related Liquidation Proceeds to the extent allocable to principal.

     

    “Record
      Date” means with respect to a Class of the Notes, the close of business on
      the Business Day immediately preceding a Distribution Date for such Class of
      Notes.

     

    “Recoveries”
      means, with respect to any Liquidated Student Loan, moneys collected in respect
      thereof, from whatever source, during any Collection Period following the
      Collection Period in which such Financed Student Loan became a Liquidated
      Student Loan, net of the sum of any amounts expended by a Servicer for the
      account of any Obligor and any amounts required by law to be remitted to the
      Obligor.

     

    “Reference
      Bank” means a leading bank (i) engaged in transactions in Eurodollar
      deposits in the international Eurocurrency market, (ii) not controlling,
      controlled by or under common control with the Administrator and (iii) having
      an
      established place of business in London.

     

    “Regulation
      AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
      C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
      subject to such clarification and interpretation as have been provided by the
      SEC in the adopting release (Asset-Backed Securities, Securities Act Release
      No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC,
      or as may be provided by the SEC or its staff from time to time.

     

    “Rehabilitated
      Student Loans” means any Financed Student Loan purchased by TERI due to a
      TERI Guaranty Event that the Trust will repurchase (to the extent there are
      Available Funds), if TERI succeeds, after purchase, in obtaining from the
      borrower three or more consecutive on-time monthly payments pursuant to the
      TERI
      Guarantee Agreements, and the borrower is within thirty days of being current
      on
      the Financed Student Loan.

     

    “Reimbursement
      Agreement” means the Insurance Agreement or any obligation of the Issuer to
      Ambac hereunder, the Financial Guaranty Insurance Policy or under any agreement
      related to the issuance of Notes hereunder.

     

    “Relevant
      Servicing Criteria” means the Servicing Criteria applicable to the Indenture
      Trustee, as set forth on Exhibit B attached hereto.  With respect to a
      Servicing Function Participant engaged by the Indenture Trustee, the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
      Criteria applicable to such parties.

     

    “Replacement
      GIC Provider” means an Ambac-approved provider of guaranteed investment
      contracts.

     

    “Required
      Reserve
      Amount” means, on any
      Distribution Date beginning with the Distribution Date in November 2007 (after
      giving effect to all deposits or withdrawals from the Reserve Account on that
      Distribution Date), the respective amount listed below for that Distribution
      Date:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                Amount

              

            	 	
              
                Distribution
                  Date

              

            	 	
              
                Amount

              

            	 
	
              November
                2007

            	 	$	
              335,000,000

            	 	
              December
                2009

            	 	$	
              96,000,000

            	 
	
              December
                2007

            	 	$	
              327,000,000

            	 	
              January
                2010

            	 	$	
              89,900,000

            	 
	
              January
                2008

            	 	$	
              318,200,000

            	 	
              February
                2010

            	 	$	
              84,300,000

            	 
	
              February
                2008

            	 	$	
              308,800,000

            	 	
              March
                2010

            	 	$	
              80,800,000

            	 
	
              March
                2008

            	 	$	
              299,400,000

            	 	
              April
                2010

            	 	$	
              75,800,000

            	 
	
              April
                2008

            	 	$	
              288,800,000

            	 	
              May
                2010

            	 	$	
              71,400,000

            	 
	
              May
                2008

            	 	$	
              278,100,000

            	 	
              June
                2010

            	 	$	
              67,300,000

            	 
	
              June
                2008

            	 	$	
              267,300,000

            	 	
              July
                2010

            	 	$	
              63,700,000

            	 
	
              July
                2008

            	 	$	
              257,000,000

            	 	
              August
                2010

            	 	$	
              59,600,000

            	 
	
              August
                2008

            	 	$	
              246,500,000

            	 	
              September
                2010

            	 	$	
              55,600,000

            	 
	
              September
                2008

            	 	$	
              236,500,000

            	 	
              October
                2010

            	 	$	
              52,000,000

            	 
	
              October
                2008

            	 	$	
              226,700,000

            	 	
              November
                2010

            	 	$	
              46,400,000

            	 
	
              November
                2008

            	 	$	
              216,000,000

            	 	
              December
                2010

            	 	$	
              40,700,000

            	 
	
              December
                2008

            	 	$	
              207,400,000

            	 	
              January
                2011

            	 	$	
              36,800,000

            	 
	
              January
                2009

            	 	$	
              198,300,000

            	 	
              February
                2011

            	 	$	
              34,600,000

            	 
	
              February
                2009

            	 	$	
              189,100,000

            	 	
              March
                2011

            	 	$	
              33,300,000

            	 
	
              March-09

            	 	$	
              180,900,000

            	 	
              April
                2011

            	 	$	
              30,500,000

            	 
	
              April
                2009

            	 	$	
              171,700,000

            	 	
              May
                2011

            	 	$	
              26,700,000

            	 
	
              May
                2009

            	 	$	
              163,000,000

            	 	
              June
                2011

            	 	$	
              22,500,000

            	 
	
              June
                2009

            	 	$	
              153,900,000

            	 	
              July
                2011

            	 	$	
              18,600,000

            	 
	
              July
                2009

            	 	$	
              144,600,000

            	 	
              August
                2011

            	 	$	
              14,600,000

            	 
	
              August
                2009

            	 	$	
              134,700,000

            	 	
              September
                2011

            	 	$	
              10,700,000

            	 
	
              September
                2009

            	 	$	
              123,900,000

            	 	
              October
                2011

            	 	$	
              7,600,000

            	 
	
              October
                2009

            	 	$	
              113,000,000

            	 	
              November
                2011 and thereafter

            	 	$	
              7,320,000

            	 
	
              November
                2009

            	 	$	
              103,900,000

            	 	 	 	 	 	 


    

     

    “Reserve
      Account” means the account designated as such, established and maintained
      pursuant to Section 8.02(a)(ii) of the Indenture.

     

    “Reserve
      Account Initial Deposit” means $351,000,000.

     

    “Reserve
      Account Minimum Balance” means $7,320,000.

     

    “Responsible
      Officer” means, with respect to the Indenture Trustee or the Owner Trustee,
      any officer within the Corporate Trust Office of the Indenture Trustee or the
      Owner Trustee, including any Vice President, Assistant Vice President,
      Secretary, Assistant Secretary, or any other officer of the Indenture Trustee
      or
      the Owner Trustee customarily performing functions similar to those performed
      by
      any of the above designated officers, with direct responsibility for the
      administration of the Indenture (or the Trust Agreement, as amended from time
      to
      time, as applicable to the Owner Trustee) and the other Basic Documents on
      behalf of the Indenture Trustee or the Owner Trustee and also, with respect
      to a
      particular matter, any other officer to whom such matter is referred because
      of
      such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Reuters
      LIBOR01 Page” means the display page so designated on the Reuters Monitor
      Money Rates Service or any other page that may replace that page on that service
      for the purpose of displaying comparable rates or prices.

     

    “S&P”
      means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., and its successors and assigns.

     

    “Schedule
      of Financed Student Loans” means the listing of the Financed Student Loans
      set forth in Schedule A to the Indenture (which Schedule may be in the form
      of
      microfiche or file or computer disk tape).

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities”
      means the Notes.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Seller”
      means any person authorized to sell Student Loans to the Depositor pursuant
      to a
      Student Loan Purchase Agreement.

     

    “Servicer”
      means the Pennsylvania Higher Education Assistance Agency, Great Lakes
      Educational Loan Services, Inc., EdFinancial Services, LLC, Nelnet, Inc., ACS Education Services, Inc. and
      any other loan servicer satisfying the Rating Agency Condition.

     

    “Servicer
      Default” means any default event specified in any Servicing
      Agreement.

     

    “Servicer’s
      Report” means any report of a Servicer delivered pursuant to such Servicer’s
      Servicing Agreement, substantially in the form acceptable to the
      Administrator.

     

    “Servicing
      Agreement” means (a) the Amended and Restated Private Student Loan Servicing
      Agreement, dated as of September 28, 2006, as amended, between the Pennsylvania
      Higher Education Assistance Agency and FMC, (b) the Non-FFELP Loan Servicing
      Agreement, dated as of May 1, 2003, as amended, by and between Great Lakes
      Educational Loan Services, Inc. and FMC, (c) the Alternative Servicing Agreement
      dated as of February 1, 2004, as supplemented, between EdFinancial Services,
      LLC
      (as successor in interest to Educational Services of America, Inc.) and FMC,
      (d)
      the Loan Servicing Agreement, dated as of August 1, 2001, as amended, between
      Nelnet, Inc. (as successor in interest to UNIPAC Service Corporation) and FMC,
      and (e) the Alternative Servicing Agreement, dated as of March 1, 2005, as
      amended, between ACS Education Services, Inc. and FMC, all of which agreements
      will be assigned to the Trust concurrent with the initial purchase of Financed
      Student Loans, or any other servicing agreement between the Issuer and a
      servicer under which such servicer agrees to service Financed Student Loans
      included in the Indenture Trust Estate, which servicing agreement shall satisfy
      the Rating Agency Condition.

     

    “Servicing
      Criteria” means the “servicing criteria” set forth in Item 1122(d) of
      Regulation AB, as such may be amended from time to time, and as described on
      Exhibit B attached hereto.

     

    “Servicing
      Fee” means the fee payable to a Servicer (including services rendered but
      not yet invoiced) pursuant to such Servicer’s Servicing Agreement as in effect
      on the Closing Date; such fee may be increased upon satisfying the Rating Agency
      Condition.  The Servicing Fee shall include expenses of the applicable
      Servicer related to sending privacy policy notices as required by the
      Gramm-Leach-Bliley Act of 1999, as amended, or any successor
      thereto.  As of each Distribution Date, the Servicing Fee shall
      include services rendered but not yet invoiced.

     

    “Servicing
      Function Participant” means any Subservicer, Subcontractor or any other
      Person, other than each Servicer and the Indenture Trustee, that is
      participating in the servicing function within the meaning of Regulation AB,
      unless such Person’s activities relate only to 5% or less of the Financed
      Student Loans.

     

    “State”
      means any one of the 50 States of the United States of America or the
      District of Columbia.

     

    “Stepdown
      Date” means the November 2011 Distribution Date.

     

     “Student
      Loan” means (a) a Credit-Worthy Cosigned Loan, (b) a Credit-Worthy
      Non-Cosigned Loan, or (c) a Credit-Ready Loan.

     

    “Student
      Loan Files” means

     

    (a)  the
      original fully executed copy of the note evidencing the Financed Student Loan
      (including the original loan application fully executed by the Obligor);
      and

     

    (b)  any
      and
      all other documents and computerized records that a Servicer shall keep on
      file,
      in accordance with its customary procedures, relating to such Financed Student
      Loan or any Obligor with respect thereto.

     

    “Student
      Loan Programs” means the student loan programs sponsored by the Depositor
      and its Affiliates for the origination, acquisition, holding, servicing and
      financing of Student Loans, which programs are governed by the Program
      Manuals.

     

    “Student
      Loan Purchase Agreements” means, collectively, the student loan purchase
      agreements and any other similar agreement providing for the sale of Student
      Loans from the Sellers to the Depositor for deposit into the Indenture Trust
      Estate, including the pool supplement relating thereto by and among the
      applicable Seller, the Depositor and FMC.  On the Closing Date, the
      Student Loan Purchase Agreements shall be as listed in Schedule C to the
      Indenture.

     

    “Subcontractor”
      means any third-party or Affiliate vendor, subcontractor or other Person
      utilized by a Servicer, a Subservicer or the Indenture Trustee that is not
      responsible for the overall servicing (as “servicing” is commonly understood by
      participants in the student loan backed securities market) of the Financed
      Student Loans but performs one or more discrete functions identified in Item
      1122(d) of Regulation AB with respect to the Financed Student Loans under
      direction and authority of such Servicer, Subservicer or Indenture
      Trustee.

     

    “Subservicer”
      means any Person that (i) is considered to be a Servicing Function Participant,
      (ii) services Financed Student Loans on behalf of any Servicer and (iii) is
      responsible for the performance (whether directly or through Subservicers or
      Subcontractors) of material servicing functions required to be performed by
      the
      Servicer or the Indenture Trustee under the Basic Documents with respect to
      some
      or all of the Financed Student Loans, that are identified in Item 1122(d) of
      Regulation AB.

     

    “Supplemental
      Indenture” means any amendment of or supplement to the Indenture made in
      accordance with Article IX thereof.

     

    “TERI”
      means The Education Resources Institute, Inc., a Massachusetts non-profit
      corporation, or its successors and assigns.

     

    “TERI
      Deposit and Security Agreement” means the Deposit and Security Agreement
      dated as of September 20, 2007, by and among the Issuer, TERI and the
      Administrator with respect to the issuance of the Notes hereunder.

     

    “TERI
      Guaranty Agreement” means, with a respect to a Student Loan Program, a
      guaranty agreement between a Seller and TERI, together with the acknowledgment
      by TERI relating thereto.  On the Closing Date, the TERI Guarantee
      Agreements shall be as listed on Schedule B to the Indenture.

     

    “TERI
      Guaranty Amount” means, pursuant to the TERI Guaranty Agreements, Financed
      Student Loans are guaranteed 100% as to payment of principal and
      interest.

     

    “TERI
      Guaranty Event” means a claim for payment on a Financed Student Loan made
      under any of the TERI Guaranty Agreements if: (i)(a) the Obligor has failed
      to
      make monthly principal and/or interest payments on such loan when due, provided
      such failure continues for a period of 150 consecutive days, (b) the Obligor
      has
      filed a Chapter 13 petition in a bankruptcy or, in a Chapter 7 proceeding has
      filed an adversary proceeding pursuant to 11 U.S.C. § 523(a)(8), or (c) the
      Obligor has died and (ii) the conditions set forth in such TERI Guaranty
      Agreement giving rise to an obligation on the part of TERI to make payment
      on
      such claim have otherwise been satisfied.

     

    “TERI
      Pledge Fund” means the fund by the name created in the TERI Deposit and
      Security Agreement whereby TERI will pledge a portion of its guaranty fees
      to
      the Trust, by deposit into a special trust account with the Indenture
      Trustee.

     

    “Three-Month
      LIBOR” see “One-Month LIBOR” herein.

     

    “Treasury
      Regulations” means regulations, including proposed or temporary regulations,
      promulgated under the Code.  References in any document or instrument
      to specific provisions of proposed or temporary regulations shall include
      analogous provisions of final Treasury Regulations or other successor Treasury
      Regulations.

     

    “Trust”
      means the Issuer, established pursuant to the Trust Agreement.

     

    “Trust
      Account Property” means the Trust Accounts, all amounts and investments held
      from time to time in any Trust Account (whether in the form of deposit accounts,
      Physical Property, book-entry securities, uncertificated securities or
      otherwise), including the Reserve Account Initial Deposit  and all
      proceeds of the foregoing.

     

    “Trust
      Accounts” has the meaning specified in Section 8.02(b) of the
      Indenture.

     

    “Trust
      Agreement” means the Trust Agreement, dated as of September 20, 2007, among
      the Depositor, TERI and the Owner Trustee.

     

    “Trust
      Certificates” means the Certificates.

     

    “Trust
      Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
      amended from time to time.

     

    “Turbo
      Trigger” means any Distribution Date on which (a) the outstanding aggregate
      Pool Balance is equal to or less than 10% of the aggregate Pool Balance as
      of
      the Cutoff Date; or (b) the Cumulative Default Rate exceeds 10%;
provided, however, that with respect to clause (b), a Turbo
      Trigger will not have occurred if TERI is solvent and is continuing to purchase
      Defaulted Student Loans with respect to which TERI has become obligated to
      purchase under the terms of the relevant Guaranty Agreement.

     

    “Two-Month
      LIBOR” see “One-Month LIBOR” herein.

     

    “UCC”
      means, unless the context otherwise requires, the Uniform Commercial Code,
      as in
      effect in the relevant jurisdiction, as amended from time to time.

     

    “Underwriters”
      means Goldman, Sachs & Co., Deutsche Bank Securities, UBS Securities LLC,
      Citigroup Global Markets Inc. and Banc of America Securities LLC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      B


     

    PROVISIONS
      RELATING TO NOTES

    BEARING
      INTEREST AS AN AUCTION RATE

     

    Unless
      otherwise provided herein, the provisions of this Appendix B shall apply
      separately to the Class A-2-AR Notes and the Class A-3-AR Notes, each
      constituting Auction Rate Notes (“Auction Rate Notes”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    TABLE
      OF CONTENTS

    


    


    
      	
              ARTICLE
                I

            	
              Definitions

            
	
              ARTICLE
                II

            	
              Auction
                Procedures

            
	
              Section
                2.01.

            	
              Orders
                by Existing Owners and Potential Owners

            
	
              Section
                2.02.

            	
              Submission
                of Orders by Broker-Dealers to Auction Agent

            
	
              Section
                2.03.

            	
              Treatment
                of Orders by the Auction Agent

            
	
              Section
                2.04.

            	
              Determination
                of Auction Period Rate

            
	
              Section
                2.05.

            	
              Allocation
                of Notes

            
	
              Section
                2.06.

            	
              Notice
                of Auction Period Rate

            
	
              Section
                2.07.

            	
              Index

            
	
              Section
                2.08.

            	
              Miscellaneous
                Provisions Regarding Auctions

            
	
              Section
                2.09.

            	
              Changes
                in Auction Period or Auction Date

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Both
      the
      Definitions in Article I and the Auction Procedures in Article II are subject
      to
      modification or amendment pursuant to Schedule I.  In the event of any
      conflict between Article I or Article II and Schedule I, Schedule I shall
      prevail.  Any reference herein to “Series” such as “a Series of Notes”
or “Notes of a Series” shall not apply if there is only one Series of
      Notes.

     

    ARTICLE
      I

     

    Definitions

     

    In
      addition to the words and terms otherwise defined in the Authorizing Document,
      the following words and terms as used in this Appendix B  (hereinafter
“this Exhibit”) and elsewhere in the Authorizing Document have the following
      meanings with respect to Notes in an ARS Rate Period unless the context or
      use
      indicates another or different meaning or intent or the definition has been
      changed, modified or expanded in Schedule I:

     

    “Agent
      Member” means a member of, or participant in, the Securities Depository
      who shall act on behalf of a Bidder.

     

    “All
      Hold Rate” has the meaning set forth in Schedule I.

     

     “ARS
      Conversion Date” means with respect to Notes, the date on which the
      Notes of such Series convert from an interest rate period other than an ARS
      Rate
      Period and begin to bear interest at the Auction Period Rate.

     

    “ARS
      Rate Period” means, for each Series of Notes, any period of time
      commencing on the day following the Initial Period and ending on the earlier
      of
      the Conversion Date or the day preceding the final maturity date of such
      Notes.

     

     “Auction”
      means each periodic implementation of the Auction Procedures.

     

    “Auction
      Agent” means the Person appointed as Auction Agent in accordance with
      the Auction Agreement.  The Auction Agent shall initially be the party
      named in Schedule I.

     

    “Auction
      Agreement” means an agreement between the Auction Agent and the
      Indenture Trustee pursuant to which the Auction Agent agrees to follow the
      procedures specified in this Exhibit with respect to the Notes while such
      Notes bear interest at the Auction Period Rate, as such agreement may from time
      to time be amended or supplemented.

     

    “Auction
      Date” means with respect to any Series of Notes:

     

    (a) 
      Daily Auction Period.  If the Notes are in a daily Auction Period,
      each Business Day unless such day is the Business Day prior to the conversion
      from a daily Auction Period to another Auction Period,

     

    (b) 
      Flexible Auction Period.  If the Notes are in a Flexible Auction
      Period, the last Business Day of the Flexible Auction Period, and

     

    (c) 
      Other Auction Periods.  If the Notes are in any other Auction Period,
      the Business Day next preceding each Interest Payment Date for such Notes
      (whether or not an Auction shall be conducted on such date);

     

    provided,
      however, that the last Auction Date with respect to the Notes in an Auction
      Period other than a daily Auction Period or Flexible Auction Period shall be
      the
      earlier of (i) the Business Day next preceding the Interest Payment Date
      next preceding the Conversion Date for the Notes and (ii) the Business Day
      next preceding the Interest Payment Date next preceding the final maturity
      date
      for the Notes; and

     

    provided,
      further, that if the Notes are in a daily Auction Period, the last
      Auction Date shall be the earlier of (x) the second Business Day next
      preceding the Conversion Date for the Notes and (y) the Business Day next
      preceding the final maturity date for the Notes.  The last Business
      Day of a Flexible Auction Period shall be the Auction Date for the Auction
      Period which begins on the next succeeding Business Day, if any.  On
      the second Business Day preceding the conversion from a daily Auction Period
      to
      another Auction Period, there shall be an Auction for the last daily Auction
      Period.  On the Business Day preceding the conversion from a daily
      Auction Period to another Auction Period, there shall be one Auction for the
      first Auction Period following the conversion.

     

    The
      first Auction Date for each Series
      of Notes is set forth in Schedule I.

     

    “Auction
      Desk” means the business unit of a Broker-Dealer that fulfills the
      responsibilities of the Broker-Dealer under a Broker-Dealer Agreement, including
      soliciting Bids for the Notes, and units of the Broker-Dealer which are not
      separated from such business unit by information controls appropriate to
      control, limit and monitor the inappropriate dissemination and use of
      information about Bids.

     

    “Auction
      Period” means with respect to each Series of Notes:

     

    (a)           Flexible
      Auction Period.  A Flexible Auction Period;

     

    (b)           Daily
      Auction Period.  With respect to a Series of Notes in a daily
      Auction Period, a period beginning on each Business Day and extending to but
      not
      including the next succeeding Business Day unless such Business Day is the
      second Business Day preceding the conversion from a daily Auction Period to
      another Auction Period, in which case the daily Auction Period shall extend
      to,
      but not include, the next Interest Payment Date;

     

    (c)           Seven
      day Auction Period.  With respect to a Series of  Notes
      in a seven-day Auction Period, if Auctions generally are conducted on the day
      of
      the week specified in column A of the table below, a period of generally seven
      days beginning on the day of the week specified in column B of the table below
      (or the day following the last day of the prior Auction Period if the prior
      Auction Period does not end on the day of the week specified in column C of
      the
      table below) and ending on the day of the week specified in column C of the
      table below in the next succeeding week (unless such day is not followed by
      a
      Business Day, in which case on the next succeeding day which is followed by
      a
      Business Day):

     

    


    
      	
              (A)

            	
              (B)

            	
              (C)

            
	
              When
                Auctions Occur on this day

            	
              Auction
                Period Generally Begins this day

            	
              Auction
                Periods Generally End this day

            
	
              Friday

            	
              Monday

            	
              Sunday

            
	
              Monday

            	
              Tuesday

            	
              Monday

            
	
              Tuesday

            	
              Wednesday

            	
              Tuesday

            
	
              Wednesday

            	
              Thursday

            	
              Wednesday

            
	
              Thursday

            	
              Friday

            	
              Thursday

            


    

    


    (d)  28-day
      Auction Period.  With respect to a Series of Notes in a 28-day
      Auction Period, if Auctions generally are conducted on the day of the week
      specified in column A of the table above, a period of generally 28 days
      beginning on the day of the week specified in column B of the table above (or
      the day following the last day of the prior Auction Period if the prior Auction
      Period does not end on the day of the week specified in column C of the table
      above) and ending on the same day of the week specified in column C of the
      table
      above four weeks later (unless such day is not followed by a Business Day,
      in
      which case on the next succeeding day which is followed by a Business
      Day).

     

    (e)  35-day
      Auction Period.  With respect to a Series of Notes in a 35-day
      Auction Period, if Auctions generally are conducted on the day of the week
      specified in column A of the table above, a period of generally 35 days
      beginning on the day of the week specified in column B of the table above (or
      the day following the last day of the prior Auction Period if the prior Auction
      Period does not end on the day of the week specified in column C of the table
      above) and ending on the day of the week specified in column C of the table
      above five weeks later (unless such day is not followed by a Business Day,
      in
      which case on the next succeeding day which is followed by a Business
      Day).

     

    (f)           Three-month
      Auction Period.  With respect to a Series of Notes in a
      three-month Auction Period, a period of generally three months (or shorter
      period upon a conversion from another Auction Period) beginning on the day
      following the last day of the prior Auction Period and ending on the calendar
      day immediately preceding the first Business Day of the month that is the third
      calendar month following the beginning date of such Auction Period;
      and

    


    (g)           Six-month
      Auction Period.  With respect to a Series of Notes in a six-month
      Auction Period, a period of generally six months (or shorter period upon a
      conversion from another Auction Period) beginning on the day following the
      last
      day of the prior Auction Period and ending on the next succeeding date set
      forth
      in Schedule I;

     

    Provided,
      however, that if there is a conversion of a Series of Notes with Auctions
      generally conducted on the day of the week specified in column A of the table
      above, (i) from a daily Auction Period to a seven-day Auction Period, the next
      Auction Period shall begin on the date of the conversion (i.e. the Interest
      Payment Date for the prior Auction Period) and shall end on the next succeeding
      day of the week specified in column C of the table above (unless such day is
      not
      followed by a Business Day, in which case on the next succeeding day which
      is
      followed by a Business Day), (ii) from a daily Auction Period to a 28-day
      Auction Period, the next Auction Period shall begin on the date of the
      conversion (i.e., the Interest Payment Date for the prior Auction Period) and
      shall end of the day of the week specified in column C of the table above
      (unless such day is not followed by a Business Day, in which case on the next
      succeeding day which is followed by a Business Day) which is more than 21 days
      but not more than 28 days from such date of conversion, and (iii) from a daily
      Auction Period to a 35-day Auction Period, the next Auction Period shall begin
      on the date of the conversion (i.e. the Interest Payment Date for the prior
      Auction Period) and shall end on the day of the week specified in column C
      of
      the table above (unless such day is not followed by a Business Day, in which
      case on the next succeeding day which is followed by a Business Day) which
      is
      more than 28 days but no more than 35 days from such date of
      conversion.

     

    Notwithstanding
      the foregoing, if an Auction is for an Auction Period of more than seven days
      and the Auction Rate on such Auction Date is the Maximum Rate as the result
      of a
      lack of Sufficient Clearing Bids, the Auction Period shall automatically convert
      to a seven-day Auction Period.  On the following Auction Date, the
      Auction shall be conducted for an Auction Period of the same length as the
      Auction Period prior to such automatic conversion.  If such Auction is
      successful, the Auction Period shall revert to the length prior to the automatic
      conversion, and, if such Auction is not successful, the Auction Period shall
      be
      another seven-day period.

     

     “Auction
      Period Rate” means the Auction Rate or any other rate of interest to be
      borne by the Notes during each Auction Period determined in accordance with
      Section 2.04 of this Exhibit; provided, however, in no event may the Auction
      Period Rate exceed the Maximum Rate.

     

     “Auction
      Procedures” means the procedures for conducting Auctions for Notes
      during an ARS Rate Period set forth in this Exhibit.

     

    “Auction
      Rate” means for each Series of Notes for each Auction Period,
      (i) if Sufficient Clearing Bids exist, the Winning Bid Rate, provided,
      however, if all of the Notes are the subject of Submitted Hold Orders, the
      All
      Hold Rate for such Series of Notes and (ii) if Sufficient Clearing Bids do
      not exist, the Maximum Rate for such Series of Notes.

     

    “Authorized
      Denominations” means $25,000, or such other amount specified in
      Schedule I, and integral multiples thereof so long as the Notes bear interest
      at
      the Auction Period Rate, notwithstanding anything else in the Authorizing
      Document to the contrary.

     

    “Authorizing
      Document” has the meaning set forth in Schedule I.

     

    “Available
      Notes” means, for each Series of Notes on each Auction Date, the number
      of Units of Notes that are not the subject of Submitted Hold
      Orders.

     

    “Bid”
      has the meaning specified in subsection (a) of Section 2.01 of this
      Exhibit. 

     

    “Bidder”
      means each Existing Owner and Potential Owner who places an Order.

     

    “Notes”
      has the meaning set forth in Schedule I.

     

    “Broker-Dealer”
      means any entity that is permitted by law to perform the function required
      of a
      Broker-Dealer described in this Exhibit, that is a member of, or a direct
      participant in, the Securities Depository, that has been selected by the
      Corporation and that is a party to a Broker-Dealer Agreement with the Auction
      Agent and the Corporation.  The “Broker-Dealer of record” with respect
      to any Note is the Broker-Dealer which placed the Order for such Note or whom
      the Existing Owner of such Note has designated as its Broker-Dealer with respect
      to such Note, in each case as reflected in the records of the Auction
      Agent.

     

    “Broker-Dealer
      Agreement” means an agreement among the Auction Agent, the Corporation
      and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the
      procedures described in this Exhibit, as such agreement may from to time be
      amended or supplemented.

     

    “Broker-Dealer
      Deadline” means, with respect to an Order, the internal deadline
      established by the Broker-Dealer through which the Order was placed after which
      it will not accept Orders or any change in any Order previously placed with
      such
      Broker-Dealer; provided, however, that nothing shall prevent the Broker-Dealer
      from correcting Clerical Errors by the Broker-Dealer with respect to Orders
      from
      Bidders after the Broker-Dealer Deadline pursuant to the
      provisions herein.   Any Broker-Dealer may change the time or
      times of its Broker-Dealer Deadline as it relates to such Broker-Dealer by
      giving notice not less than two Business Days prior to the date such change
      is
      to take effect to Bidders who place Orders through such
      Broker-Dealer.

    


    “Business
      Day” in addition to any other definition of “Business Day” included in
      the Authorizing Document, while Notes bear interest at the Auction Period Rate,
      the term Business Day shall not include Saturdays, Sundays, days on which the
      New York Stock Exchange or its successor is not open for business, days on
      which
      the Federal Reserve Bank of New York  is not open for business, days
      on which banking institutions or trust companies located in the state in which
      the operations of the Auction Agent are conducted are authorized or required
      to
      be closed by law, regulation or executive order of the state in which the
      Auction Agent conducts operations with respect to the Notes.

     

    “Clerical
      Error” means a clerical error in the processing of an Order, and
      includes, but is not limited to, the following: (i) a transmission error,
      including but not limited to, an Order sent to the wrong address or number,
      failure to transmit certain pages or illegible transmission, (ii) failure to
      transmit an Order received from one or more Existing Owners or Potential Owners
      (including Orders from the Broker-Dealer which were not originated by the
      Auction Desk) prior to the Broker-Dealer Deadline or generated by the
      Broker-Dealer’s Auction Desk for its own account prior to the Submission
      Deadline or (iii) a typographical error.  Determining whether an error
      is a “Clerical Error” is within the reasonable judgment of the Broker-Dealer,
      provided that the Broker-Dealer has a record of the correct Order that shows
      it
      was so received or so generated prior to the Broker-Dealer Deadline or
      the  Submission Deadline, as applicable.

     

     “Conversion
      Date” means the date on which any Series of the Notes begin to bear
      interest at a rate which is determined other than by means of the Auction
      Procedures.

     

    “Corporation”
      has the meaning set forth in Schedule I.

     

    “Electronic
      Means” means, facsimile transmission, email transmission or other
      similar electronic means of communication providing evidence of transmission,
      including a telephone communication confirmed by any other method set forth
      in
      this definition.

     

    “Error
      Correction Deadline” means one hour after the Auction Agent completes
      the dissemination of the results of the Auction to Broker-Dealers without regard
      to the time of receipt of such results by any Broker-Dealer; provided, however,
      in no event shall the Error Correction Deadline extend past 4:00 p.m., New
      York
      City time, unless the Auction Agent experiences technological failure or force
      majeure in disseminating the Auction results which causes a delay in
      dissemination past 3:00 p.m., New York City time.

     

    “Existing
      Owner” means a Person who is the beneficial owner of Notes; provided,
      however, that for purposes of conducting an Auction, the Auction Agent may
      consider a Broker-Dealer acting on behalf of its customer as an Existing
      Owner.

     

    “Flexible
      Auction Period” means with respect to a Series of Notes,

     

    (a) any
      period of 182 days or less which is divisible by seven and which begins on
      an
      Interest Payment Date and ends (i) in the case of a Series of Notes with
      Auctions generally conducted on Fridays, on a Sunday unless such Sunday is
      not
      followed by a Business Day, in which case on the next succeeding day which
      is
      followed by a Business Day, (ii) in the case of a Series of Notes with
      Auctions generally conducted on Mondays, on a Monday unless such Monday is
      not
      followed by a Business Day, in which case on the next succeeding day which
      is
      followed by a Business Day, (iii) in the case of a Series of Notes with
      Auctions generally conducted on Tuesdays, on a Tuesday unless such Tuesday
      is
      not followed by a Business Day, in which case on the next succeeding day which
      is followed by a Business Day, (iv) in the case of a Series of Notes with
      Auctions generally conducted on Wednesdays, on a Wednesday unless such Wednesday
      is not followed by a Business Day, in which case on the next succeeding day
      which is followed by a Business Day, and (v) in the case of a Series of
      Notes with Auctions generally conducted on Thursdays, on a Thursday unless
      such
      Thursday is not followed by a Business Day, in which case on the next succeeding
      day which is followed by a Business Day or

     

    (b) any
      period which is longer than 182 days which begins on an Interest Payment Date
      and ends not later than the final scheduled maturity date of such Series of
      Notes.

     

    “Hold
      Order” means an Order to hold the Notes as provided in Section 2.01(a)
      of this Exhibit or such an Order deemed to have been submitted as provided
      in
      Section 2.01(c) of this Exhibit.

     

    “Index”
      has the meaning set forth in Schedule I.

     

    “Initial
      Period” has the meaning set forth in Schedule I.

     

    “Initial
      Period Rate” has the meaning set forth in Schedule I.

     

     “Interest
      Payment Date” with respect to Notes of a Series bearing interest at
      Auction Period Rates, means, notwithstanding anything else in the Authorizing
      Document to the contrary, the first Interest Payment Date for such Series of
      Notes as set forth in Schedule I and thereafter (unless changed by Schedule
      I)  (a) when used with respect to any Auction Period other than a
      daily Auction Period or a Flexible Auction Period, the Business Day immediately
      following such Auction Period, (b) when used with respect to a daily
      Auction Period, the first Business Day of the month immediately succeeding
      such
      Auction Period, (c) when used with respect to a Flexible Auction Period of
      (i) seven or more but fewer than 183 days, the Business Day immediately
      following such Flexible Auction Period, or (ii) 183 or more days, each
      semiannual date on which interest on the Notes would be payable if such Notes
      bore interest at a fixed rate of interest and on the Business Day immediately
      following such Flexible Auction Period, and (d) the date when the final
      payment of principal of the Notes of such Series becomes due and payable
      (whether at stated maturity, upon redemption or acceleration, or
      otherwise).

     

     “Order”
      means a Hold Order, Bid or Sell Order.

     

     “Potential
      Owner” means any Person, including any Existing Owner, who may be
      interested in acquiring a beneficial interest in the Notes in addition to the
      Notes currently owned by such Person, if any; provided, however, that for
      purposes of conducting an Auction, the Auction Agent may consider a
      Broker-Dealer acting on behalf of its customer as a Potential
      Owner.

     

    “Record
      Date” means, notwithstanding anything else in the Authorizing Document,
      while the Notes bear interest at the Auction Period Rate, the Business Day
      immediately preceding an Interest Payment Date.

     

    “Schedule
      I” means Schedule I to this Exhibit.

     

    “Securities
      Depository” means, notwithstanding anything else in the Authorizing
      Document to the contrary, The Depository Trust Company and its successors and
      assigns or any other securities depository selected by the
      Corporation.

     

    “Sell
      Order” has the meaning specified in subsection (a) of Section 2.01 of
      this Exhibit.

     

    “Submission
      Deadline” means, unless changed by Schedule I, 1:00 p.m., New York City
      time, on each Auction Date not in a daily Auction Period and 11:00 a.m., New
      York City time, on each Auction Date in a daily Auction Period, or such other
      time on such date as shall be specified from time to time by the Auction Agent
      if directed in writing by the Indenture Trustee or the Corporation pursuant
      to
      the Auction Agreement as the time by which Broker-Dealers are required to submit
      Orders to the Auction Agent.  Notwithstanding the foregoing, the
      Auction Agent will follow the Securities Industry and Financial Markets
      Association’s Early Market Close Recommendations for shortened trading days for
      the bond markets (the “SIFMA Recommendation”) unless the Auction Agent is
      instructed otherwise in writing by the Indenture Trustee or the
      Corporation.  In the event of a SIFMA Recommendation with respect to
      an Auction Date, the Submission Deadline will be 11:30 a.m., instead of 1:00
      p.m., New York City time.

     

    “Submitted
      Bid” has the meaning specified in subsection (b) of Section 2.04 of
      this Exhibit.

     

    “Submitted
      Hold Order” has the meaning specified in subsection (b) of Section 2.04
      of this Exhibit.

     

    “Submitted
      Order” has the meaning specified in subsection (b) of Section 2.04 of
      this Exhibit.

     

    “Submitted
      Sell Order” has the meaning specified in subsection (b) of Section 2.04
      of this Exhibit.

     

    “Sufficient
      Clearing Bids” means for each Series of Notes, an Auction for which the
      number of Units of such Notes that are the subject of Submitted Bids by
      Potential Owners specifying one or more rates not higher than the Maximum Rate
      is not less than the number of Units of such Notes that are the subject of
      Submitted Sell Orders and of Submitted Bids by Existing Owners specifying rates
      higher than the Maximum Rate.

     

    “Units”
      has the meaning set forth in Section 2.02(a)(iii) of this Exhibit.

     

    “Winning
      Bid Rate” means for each Series of Notes, the lowest rate specified in
      any Submitted Bid of such Series which if calculated by the Auction Agent as
      the
      Auction Rate would cause the number of Units of such Notes that are the subject
      of Submitted Bids specifying a rate not greater than such rate to be not less
      than the number of Units of Available Notes of such Series.

     

    ARTICLE
      II

     

    Auction
      Procedures

     

    Section
      2.01.  Orders
      by Existing Owners and Potential Owners.  (a)  Prior to the
      Broker-Dealer Deadline for each Series of Notes on each Auction
      Date:

     

    (i)  each
      Existing Owner may submit to a Broker-Dealer, in writing or by such other method
      as shall be reasonably acceptable to such Broker-Dealer, one or more Orders
      as
      to:

     

    (A)  the
      principal amount of Notes, if any, held by such Existing Owner which such
      Existing Owner commits to continue to hold for the next succeeding Auction
      Period without regard to the Auction Rate for such Auction Period,

     

    (B)  the
      principal amount of Notes, if any, held by such Existing Owner which such
      Existing Owner commits to continue to hold for the next succeeding Auction
      Period if the Auction Rate for the next succeeding Auction Period is not less
      than the rate per annum specified in such Order (and if the Auction Rate is
      less
      than such specified rate, the effect of the Order shall be as set forth in
      paragraph (b)(i)(A) of this Section), and/or

     

    (C)  the
      principal amount of Notes, if any, held by such Existing Owner which such
      Existing Owner offers to sell on the first Business Day of the next succeeding
      Auction Period (or on the same day in the case of a daily Auction Period)
      without regard to the Auction Rate for the next succeeding Auction Period;
      and

     

    (ii)  each
      Potential Owner may submit to a Broker-Dealer, in writing or by such other
      method as shall be reasonably acceptable to such Broker-Dealer, an Order as
      to
      the principal amount of Notes, which each such Potential Owner offers to
      purchase if the Auction Rate for the next succeeding Auction Period is not
      less
      than the rate per annum then specified by such Potential Owner.

     

    For
      the
      purposes of the Auction Procedures an Order containing the information referred
      to in clause (i)(A) above is referred to as a “Hold Order,” an Order containing
      the information referred to in clause (i)(B) or (ii) above is referred to as
      a
“Bid,” and an Order containing the information referred to in clause (i)(C)
      above is referred to as a “Sell Order.”

     

    No
      Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether
      received from an Existing Owner or a Potential Owner or generated by the
      Broker-Dealer for  its own account) which does not conform to the
      requirements of the Auction Procedures, including, but not limited to,
      submissions which are not in Authorized Denominations, specify a rate which
      contains more than three figures to the right of the decimal point or specify
      an
      amount greater than the amount of Outstanding Notes.  No Auction Desk
      of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on
      being filled in whole or a Bid which does not specify a specific interest
      rate.

     

    (b)  (i)           A
      Bid by an Existing Owner shall constitute an offer to sell on the first Business
      Day of the next succeeding Auction Period  (or the same day in the
      case of a daily Auction Period):

     

    (A)  the
      principal amount of Notes specified in such Bid if the Auction Rate for the
      next
      succeeding Auction Period shall be less than the rate specified in such Bid;
      or

     

    (B)  such
      principal amount or a lesser principal amount of Notes to be determined as
      described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for
      the next succeeding Auction Period shall be equal to such specified rate;
      or

     

    (C)  a
      lesser
      principal amount of Notes to be determined as described in subsection (b)(iv)
      of
      Section 2.05 hereof if such specified rate shall be higher than the Maximum
      Rate
      and Sufficient Clearing Bids do not exist.

     

    (ii)  A
      Sell
      Order by an Existing Owner shall constitute an offer to sell:

     

    (A)  the
      principal amount of Notes specified in such Sell Order; or

     

    (B)  such
      principal amount or a lesser principal amount of Notes as described in
      subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not
      exist.

     

    (iii)  A
      Bid by
      a Potential Owner shall constitute an offer to purchase:

     

    (A)  the
      principal amount of Notes specified in such Bid if the Auction Rate for the
      next
      succeeding Auction Period shall be higher than the rate specified therein;
      or

     

    (B)  such
      principal amount or a lesser principal amount of Notes as described in
      subsection (a)(vi) of Section 2.05 hereof if the Auction Rate for the next
      succeeding Auction Period shall be equal to such specified rate.

     

    (c)  Anything
      herein to the contrary notwithstanding:

     

    (i)  If
      an
      Order  or Orders covering all of the Notes of a particular Series held
      by an Existing Owner is not submitted to the Broker-Dealer of record for such
      Existing Owner prior to the Broker-Dealer Deadline, such Broker-Dealer shall
      deem a Hold Order to have been submitted on behalf of such Existing Owner
      covering the principal amount of Notes held by such Existing Owner and not
      subject to Orders submitted to such Broker-Dealer; provided, however, that
      if
      there is a conversion from one Auction Period to a longer Auction Period and
      Orders have not been submitted to such Broker-Dealer prior to the Broker-Dealer
      Deadline covering the aggregate principal amount of Notes of a particular Series
      to be converted held by such Existing Owner, such Broker-Dealer shall deem
      a
      Sell Order to have been submitted on behalf of such Existing Owner covering
      the
      principal amount of Notes to be converted held by such Existing Owner not
      subject to Orders submitted to such Broker-Dealer.

     

    (ii)  for
      purposes of any Auction, any Order by any Existing Owner or Potential Owner
      shall be revocable until the Broker-Dealer Deadline, and after the Broker-Dealer
      Deadline, all such Orders shall be irrevocable, except as provided in Sections
      2.02(e)(ii) and 2.02(f); and

     

    (iii)  for
      purposes of any Auction other than during a daily Auction Period, any Notes
      sold
      or purchased pursuant to subsection (b)(i), (ii) or (iii) above shall be sold
      or
      purchased at a price equal to 100% of the principal amount thereof; provided
      that, for purposes of any Auction during a daily Auction Period, such sale
      or
      purchase price shall be 100% of the principal amount thereof plus accrued
      interest to the date of sale or purchase.

     

    Section
      2.02.  Submission
      of Orders by Broker-Dealers to Auction Agent.

     

    (a)  Each
      Broker-Dealer shall submit to the Auction Agent in writing, or by such
      Electronic Means as shall be reasonably acceptable to the Auction Agent, prior
      to the Submission Deadline on each Auction Date for Notes of a Series, all
      Orders with respect to Notes of such Series accepted by such Broker-Dealer
      in
      accordance with Section 2.01 above and specifying with respect to each Order
      or
      aggregation of Orders pursuant to Section 2.02(b) below:

     

    (i)  the
      name
      of the Broker-Dealer;

     

    (ii)  the
      number of Bidders placing Orders, if requested by the Auction
      Agent;

     

    (iii)  the
      aggregate number of Units of Notes of such Series, if any, that are the subject
      of such Order, where each Unit is equal to the principal amount of the minimum
      Authorized Denomination of the Notes;

     

    (iv)  to
      the
      extent that such Bidder is an Existing Owner:

     

    (A)  the
      number of Units of Notes of such Series, if any, subject to any Hold Order
      placed by such Existing Owner;

     

    (B)  the
      number of Units of Notes of such Series, if any, subject to any Bid placed
      by
      such Existing Owner and the rate specified in such Bid; and

     

    (C)  the
      number of Units of Notes of such Series, if any, subject to any Sell Order
      placed by such Existing Owner; and

     

    (v)  to
      the
      extent such Bidder is a Potential Owner, the rate specified in such
      Bid.

     

    (b)  If
      more
      than one Bid is submitted to a Broker-Dealer on behalf of any single Potential
      Owner, the Broker-Dealer shall aggregate each Bid on behalf of such Potential
      Owner submitted with the same rate and consider such Bids as a single Bid and
      shall consider each Bid submitted with a different rate a separate Bid with
      the
      rate and the number of Units of Notes specified therein.

     

    A
      Broker-Dealer may aggregate the Orders of different Potential Owners with those
      of other Potential Owners on whose behalf the Broker-Dealer is submitting Orders
      and may aggregate the Orders of different Existing Owners with other Existing
      Owners on whose behalf the Broker-Dealer is submitting Orders; provided,
      however, Bids may only be aggregated if the interest rates on the Bids are
      the
      same.

     

    (c)  None
      of
      the Issuer, the Corporation, the Indenture Trustee or the Auction Agent shall
      be
      responsible for the failure of any Broker-Dealer to submit an Order to the
      Auction Agent on behalf of any Existing Owner or Potential Owner.

     

    (d)  Nothing
      contained herein shall preclude a Broker-Dealer from placing an Order for some
      or all of the Notes for its own account.

     

    (e)  Until
      the
      Submission Deadline, a Broker-Dealer may withdraw or modify any Order previously
      submitted to the Auction Agent (i) for any reason if the Order was generated
      by
      the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer
      or
      (ii) to correct a Clerical Error in the case of any other Order, including
      Orders from the Broker-Dealer which were not originated by the Auction
      Desk.

     

    (f)  After
      the
      Submission Deadline and prior to the Error Correction Deadline, a Broker-Dealer
      may:

     

    (i)  submit
      to
      the Auction Agent an Order received from an Existing Owner, Potential Owner
      or a
      Broker-Dealer which is not an Order originated by the Auction Desk, in each
      case
      prior to the Broker-Dealer Deadline, or an Order generated by the
      Broker-Dealer’s Auction Desk for its own account prior to the Submission
      Deadline (provided that in each case the Broker-Dealer has a record of such
      Order and the time when such Order was received or generated) and not submitted
      to the Auction Agent prior to the Submission Deadline as a result of (A) an
      event of force majeure or a technological failure which made delivery prior
      to
      the Submission Deadline impossible or, under the conditions then prevailing,
      impracticable or (B) a Clerical Error on the part of the Broker-Dealer;
      or

     

    (ii)  modify
      or
      withdraw an Order received from an Existing Owner or Potential Owner or
      generated by the Broker-Dealer (whether generated by the Broker-Dealer’s Auction
      Desk or elsewhere within the Broker-Dealer) for its own account and submitted
      to
      the Auction Agent prior to the Submission Deadline or pursuant to clause (i)
      above, if the Broker-Dealer determines that such Order contained a Clerical
      Error on the part of the Broker-Dealer.

     

    In
      the event a Broker-Dealer makes a
      submission, modification or withdrawal pursuant to this Section 2.02(f) and
      the
      Auction Agent has already run the Auction, the Auction Agent shall rerun the
      Auction, taking into account such submission, modification or
      withdrawal.  Each submission, modification or withdrawal of an Order
      submitted pursuant to this Section 2.02(f) by a Broker-Dealer after the
      Submission Deadline and prior to the Error Correction Deadline shall constitute
      a representation by the Broker-Dealer that (A) in the case of a newly submitted
      Order or portion thereof or revised Order, the failure to submit such Order
      prior to the Submission Deadline resulted from an event described in clause
      (i)
      above and such Order was received from an Existing Owner or Potential Owner
      or
      is an Order received from the Broker-Dealer that was not originated by the
      Auction Desk, in each case, prior to the Broker-Dealer Deadline, or generated
      internally by such Broker-Dealer’s Auction Desk for its own account prior to the
      Submission Deadline or (B) in the case of a modified or withdrawn Order, such
      Order was received from an Existing Owner, a Potential Owner or the
      Broker-Dealer which was not originated by the Auction Desk prior to the
      Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction
      Desk for its own account prior to the Submission Deadline and such Order as
      submitted to the Auction Agent contained a Clerical Error on the part of the
      Broker-Dealer and that such Order has been modified or withdrawn solely to
      effect a correction of such Clerical Error, and in the case of either (A) or
      (B), as applicable, the Broker-Dealer has a record of such Order and the time
      when such Order was received or generated.  The Auction Agent shall be
      entitled to rely conclusively (and shall have no liability for relying) on
      such
      representation for any and all purposes of the Auction Procedures.

     

    (g)  If
      after the Auction Agent announces
      the results of an Auction, a Broker-Dealer becomes aware that an error was
      made
      by the Auction Agent, the Broker-Dealer shall communicate such awareness to
      the
      Auction Agent prior to 5:00 p.m. New York City time on the Auction Date (or
      2:00
      pm. New York City time in the case of Notes in a daily Auction
      Period).  If the Auction Agent determines there has
      been  such an error (as a result of either a communication from a
      Broker-Dealer or its own discovery) prior to 3:00 p.m. New York City time on
      the
      first day of the Auction Period with respect to which such
      Auction was conducted, the Auction Agent shall correct the error and notify
      each
      Broker-Dealer that submitted Bids or held a position in Notes in such Auction
      of
      the corrected results.

     

    (h)  Nothing
      contained herein shall preclude the Auction Agent from:

     

    (i)  advising
      a Broker-Dealer prior to the Submission Deadline that it has not received
      Sufficient Clearing Bids for the Notes; provided, however, that if the Auction
      Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers;
      or

     

    (ii)  verifying
      the Orders of a Broker-Dealer prior to or after the Submission Deadline;
      provided, however, that if the Auction Agent verifies the Orders of any
      Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting
      such
      verification.

     

    Section
      2.03.  Treatment
      of Orders by the Auction Agent.  Anything herein to the contrary
      notwithstanding:

     

    (a)  If
      the
      Auction Agent receives an Order which does not conform to the requirements
      of
      the Auction Procedures, the Auction Agent may contact the Broker-Dealer
      submitting such Order until one hour after the Submission Deadline and inform
      such Broker-Dealer that it may resubmit such Order so that it conforms to the
      requirements of the Auction Procedures.  Upon being so informed, such
      Broker-Dealer may correct and resubmit to the Auction Agent any such Order
      that,
      solely as a result of a Clerical Error on the part of such Broker-Dealer, did
      not conform to the requirements of the Auction Procedures when previously
      submitted to the Auction Agent.   Any such resubmission by a
      Broker-Dealer shall constitute a representation by such Broker-Dealer that
      the
      failure of such Order to have so conformed was solely as a result of a Clerical
      Error on the part of such Broker-Dealer.  If the Auction Agent has not
      received a corrected conforming Order within one hour and fifteen minutes of
      the
      Submission Deadline, the Auction Agent shall, if and to the extent applicable,
      adjust or apply such Order, as the case may be,  in conformity with
      the provisions of subsections (b), (c) or (d) of this Section 2.03 and, if
      the
      Auction Agent is unable to so adjust or apply such Order, the Auction Agent
      shall reject such Order.

     

    (b)  If
      any
      rate specified in any Bid contains more than three figures to the right of
      the
      decimal point, the Auction Agent shall round such rate up to the next highest
      one thousandth of one percent (0.001%).

     

    (c)  If
      one or
      more Orders covering in the aggregate more than the number of Units of
      Outstanding Notes of a particular Series  are submitted by a
      Broker-Dealer to the Auction Agent, such Orders shall be considered valid in
      the
      following order of priority:

     

    (i)  all
      Hold
      Orders shall be considered Hold Orders, but only up to and including in the
      aggregate the number of Units of Notes of such Series for which such
      Broker-Dealer is the Broker-Dealer of record;

     

    (ii)  (A)           any
      Bid of a Broker-Dealer shall be considered valid as a Bid of an Existing Owner
      up to and including the excess of the number of Units of Notes of such Series
      for which such Broker-Dealer is the Broker-Dealer of record over the number
      of
      Units of the Notes of such Series subject to Hold Orders referred to in clause
      (i) above;

     

    (B)  subject
      to clause (A) above, all Bids of a Broker-Dealer with the same rate shall be
      aggregated and considered a single Bid of an Existing Owner up to and including
      the excess of the number of Units of Notes of such Series for which such
      Broker-Dealer is the Broker-Dealer of record over the number of Units of Notes
      of such Series for which such Broker-Dealer is the Broker-Dealer of record
      subject to Hold Orders referred to in clause (i) above;

     

    (C)  subject
      to clause (A) above, if more than one Bid with different rates is submitted
      by a
      Broker-Dealer, such Bids shall be considered Bids of an Existing Owner in the
      ascending order of their respective rates up to the amount of the excess of
      the
      number of Units of Notes of such Series for which such Broker-Dealer is the
      Broker-Dealer of record over the number of Units of Notes of such Series for
      which such Broker-Dealer is the Broker-Dealer of record subject to Hold Orders
      referred to in clause (i) above; and

     

    (D)  the
      number of Units, if any, of such Notes of such Series subject to Bids not
      considered to be Bids for which such Broker-Dealer is the Broker-Dealer of
      record under this clause (ii) shall be treated as the subject of a Bid by a
      Potential Owner;

     

    (iii)  all
      Sell
      Orders shall be considered Sell Orders, but only up to and including the number
      of Units of Notes of such Series equal to the excess of the number of Units
      of
      Notes of such Series for which such Broker-Dealer is the Broker-Dealer of record
      over the sum of the number of Units of the Notes of such Series considered
      to be
      subject to Hold Orders pursuant to clause (i) above and the number of Units
      of
      Notes of such Series considered to be subject to Bids for which such
      Broker-Dealer is the Broker-Dealer of record pursuant to clause (ii)
      above.

     

    (d)    If
      any Order is for other than an integral number of Units, then the Auction Agent
      shall round the amount down to the nearest number of whole Units, and the
      Auction Agent shall conduct the Auction Procedures as if such Order had been
      submitted in such number of Units.

     

    (e)   For
      purposes of any Auction other than during a daily Auction Period, if an Auction
      Agent has been notified by the Indenture Trustee, Issuer or Corporation that
      any
      portion of an Order by a Broker-Dealer relates to a Note which has been called
      for redemption on or prior to the Interest Payment Date next succeeding such
      Auction, the Order shall be invalid with respect to such portion and the Auction
      Agent shall conduct the Auction Procedures as if such portion of such Order
      had
      not been submitted.

     

    (f)   For
      purposes of any Auction other than during a daily Auction Period, no portion
      of
      a Note which the Auction Agent has been notified by the Indenture Trustee,
      Issuer or Corporation has been called for redemption on or prior to the Interest
      Payment Date next succeeding such Auction shall be included in the calculation
      of Available Notes for such Auction.

     

    (g)  If
      an
      Order  or Orders covering all of the Notes of a particular
      Series  is not submitted by a Broker-Dealer of record prior to the
      Submission Deadline, the Auction Agent shall deem a Hold Order to have been
      submitted on behalf of such Broker-Dealer covering the number of Units of Notes
      for which such Broker-Dealer is the Broker-Dealer of record and not subject
      to
      Orders submitted to the Auction Agent; provided, however, that if there is
      a
      conversion from one Auction Period to a longer Auction Period and Orders have
      not been submitted by such Broker-Dealer prior to the Submission Deadline
      covering the number of Units of Notes of a particular Series to be converted
      for
      which such Broker-Dealer is the Broker-Dealer of record, the Auction Agent
      shall
      deem a Sell Order to have been submitted on behalf of such Broker-Dealer
      covering the number of Units of Notes to be converted for which such
      Broker-Dealer is the Broker-Dealer of record not subject to Orders submitted
      by
      such Broker-Dealer.

     

    Section
      2.04.  Determination
      of Auction Period Rate. (a)
      If requested by the
      Indenture Trustee or a Broker-Dealer, not later than 10:30 a.m., New York City
      time (or such other time as may be agreed to by the Auction Agent and all
      Broker-Dealers), on each Auction Date for each Series of Notes, the Auction
      Agent shall advise such Broker-Dealer (and thereafter confirm to the Indenture
      Trustee, if requested) of  the All Hold Rate, the Index and, if the
      Maximum Rate is not a fixed interest rate, the Maximum Rate.  Such
      advice, and confirmation, shall be made by telephone or other Electronic Means
      acceptable to the Auction Agent.

     

    (b)  Promptly
      after the Submission Deadline for each Series of Notes on each Auction Date,
      the
      Auction Agent shall assemble all Orders submitted or deemed submitted to it
      by
      the Broker-Dealers (each such Order as submitted or deemed submitted by a
      Broker-Dealer being hereinafter referred to as a “Submitted Hold Order,” a
“Submitted Bid” or a “Submitted Sell Order,” as the case may be, and
      collectively as a “Submitted Order”) and shall determine (i) the Available
      Notes, (ii) whether there are Sufficient Clearing Bids, and (iii) the
      Auction Rate.

     

    (c)  In
      the
      event the Auction Agent shall fail to calculate or, for any reason, fails to
      provide the Auction Rate on the Auction Date, for any Auction Period (i) if
      the preceding Auction Period was a period of 35 days or less, (A) a new Auction
      Period shall be established for the same length of time as
      the  preceding Auction Period, if the failure to make such calculation
      was because there was not at the time a duly appointed and acting Auction Agent
      or Broker-Dealer, and the Auction Period Rate for the new Auction Period shall
      be the percentage of the Index set forth in Schedule I under “Determination of
      Auction Period Rate” if the Index is ascertainable on such date (by the Auction
      Agent, if there is at the time an Auction Agent, or the Indenture Trustee,
      if at
      the time there is no Auction Agent) or, (B) if the failure to make such
      calculation was for any other reason or if the Index is not ascertainable on
      such date, the prior Auction Period shall be extended to the seventh day
      following the day that would have been the last day of the preceding Auction
      Period (or if such seventh day is not followed by a Business Day then to the
      next succeeding day that is followed by  a Business Day) and the
      Auction Period Rate for the period as so extended shall be the same as the
      Auction Period Rate for the Auction Period prior to the extension, and
      (ii) if the preceding Auction Period was a period of greater than 35 days,
      (A) a new Auction Period shall be established for a period that ends on the
      seventh day following the day that was the last day of the preceding Auction
      Period, (or if such seventh day is not followed by a Business Day then to the
      next succeeding day which is followed by a Business Day) if the failure to
      make
      such calculation was because there was not at the time a duly appointed and
      acting Auction Agent or Broker-Dealer, and the Auction Period Rate for the
      new
      Auction Period shall be the percentage of the Index set forth in Schedule I
      under “Determination of Auction Period Rate”  if the Index is
      ascertainable on such date (by the Auction Agent, if there is at the time an
      Auction Agent, or the Indenture Trustee, if at the time there is no Auction
      Agent) or, (B) if the failure to make such calculation was for any other reason
      or if the Index is not ascertainable on such date, the prior Auction Period
      shall be extended to the seventh day following the day that would have been
      the
      last day of the preceding Auction Period (or if such seventh day is not followed
      by a Business Day then to the next succeeding day that is followed
      by  a Business Day) and the Auction Period Rate for the period as so
      extended shall be the same as the Auction Period Rate for the Auction Period
      prior to the extension.  In the event a new Auction Period is
      established as set forth in clause (ii) (A) above, an Auction shall be held
      on
      the last Business Day of the new Auction Period to determine an Auction Rate
      for
      an Auction Period beginning on the Business Day immediately following the last
      day of the new Auction Period and ending on the date on which the Auction Period
      otherwise would have ended had there been no new Auction Period or Auction
      Periods subsequent to the last Auction Period for which a Winning Bid Rate
      had
      been determined.  In the event an Auction Period is extended as set
      forth in clause (i) (B) or (ii) (B) above, an Auction shall be held on the
      last Business Day of the Auction Period as so extended to determine an Auction
      Rate for an Auction Period beginning on the Business Day immediately following
      the last day of the extended Auction Period and ending on the date on which
      the
      Auction Period otherwise would have ended had there been no extension of the
      prior Auction Period.

     

    Notwithstanding
      the foregoing, neither new nor extended Auction Periods shall total more than
      35
      days in the aggregate.  If at the end of the 35 days the Auction Agent
      fails to calculate or provide the Auction Rate, or there is not at the time
      a
      duly appointed and acting Auction Agent or Broker-Dealer, the Auction Period
      Rate shall be the Maximum Rate.

     

    (d)  In
      the
      event of a failed conversion from an Auction Period to any other period or
      in
      the event of a failure to change the length of the current Auction Period due
      to
      the lack of Sufficient Clearing Bids at the Auction on the Auction Date for
      the
      first new Auction Period, the Auction Period Rate for the next Auction Period
      shall be the Maximum Rate and the Auction Period shall be a seven-day Auction
      Period.

     

    (e)  If
      the
      Notes are no longer maintained in book-entry-only form by the Securities
      Depository, then the Auctions shall cease and the Auction Period Rate shall
      be
      the Maximum Rate.

     

    Section
      2.05.  Allocation
      of Notes.

     

    (a)  In
      the
      event of Sufficient Clearing Bids for a Series of Notes, subject to the further
      provisions of subsections (c) and (d) below, Submitted Orders for each Series
      of
      Notes shall be accepted or rejected as follows in the following order of
      priority:

     

    (i)  the
      Submitted Hold Order of each Existing Owner shall be accepted, thus requiring
      each such Existing Owner to continue to hold the Notes that are the subject
      of
      such Submitted Hold Order;

     

    (ii)  the
      Submitted Sell Order of each Existing Owner shall be accepted and the Submitted
      Bid of each Existing Owner specifying any rate that is higher than the Winning
      Bid Rate shall be rejected, thus requiring each such Existing Owner to sell
      the
      Notes that are the subject of such Submitted Sell Order or Submitted
      Bid;

     

    (iii)  the
      Submitted Bid of each Existing Owner specifying any rate that is lower than
      the
      Winning Bid Rate shall be accepted, thus requiring each such Existing Owner
      to
      continue to hold the Notes that are the subject of such Submitted
      Bid;

     

    (iv)  the
      Submitted Bid of each Potential Owner specifying any rate that is lower than
      the
      Winning Bid Rate shall be accepted, thus requiring each such Potential Owner
      to
      purchase the Notes that are the subject of such Submitted Bid;

     

    (v)  the
      Submitted Bid of each Existing Owner specifying a rate that is equal to the
      Winning Bid Rate shall be accepted, thus requiring each such Existing Owner
      to
      continue to hold the Notes that are the subject of such Submitted Bid, but
      only
      up to and including the number of Units of Notes obtained by multiplying
      (A) the aggregate number of Units of Outstanding Notes which are not the
      subject of Submitted Hold Orders described in clause (i) above or of Submitted
      Bids described in clauses (iii) or (iv) above by (B) a fraction the
      numerator of which shall be the number of Units of Outstanding Notes held by
      such Existing Owner subject to such Submitted Bid and the denominator of which
      shall be the aggregate number of Units of Outstanding Notes subject to such
      Submitted Bids made by all such Existing Owners that specified a rate equal
      to
      the Winning Bid Rate, and the remainder, if any, of such Submitted Bid shall
      be
      rejected, thus requiring each such Existing Owner to sell any excess amount
      of
      Notes;

     

    (vi)  the
      Submitted Bid of each Potential Owner specifying a rate that is equal to the
      Winning Bid Rate shall be accepted, thus requiring each such Potential Owner
      to
      purchase the Notes that are the subject of such Submitted Bid, but only in
      an
      amount equal to the number of Units of Notes obtained by multiplying
      (A) the aggregate number of Units of Outstanding Notes which are not the
      subject of Submitted Hold Orders described in clause (i) above or of Submitted
      Bids described in clauses (iii), (iv) or (v) above by (B) a fraction the
      numerator of which shall be the number of Units of Outstanding Notes subject
      to
      such Submitted Bid and the denominator of which shall be the sum of the
      aggregate number of Units of Outstanding Notes subject to such Submitted Bids
      made by all such Potential Owners that specified a rate equal to the Winning
      Bid
      Rate, and the remainder of such Submitted Bid shall be rejected;
      and

     

    (vii)  the
      Submitted Bid of each Potential Owner specifying any rate that is higher than
      the Winning Bid Rate shall be rejected.

     

    (b)  In
      the
      event there are not Sufficient Clearing Bids for a Series of Notes, Submitted
      Orders for each Series of Notes shall be accepted or rejected as follows in
      the
      following order of priority:

     

    (i)  the
      Submitted Hold Order of each Existing Owner shall be accepted, thus requiring
      each such Existing Owner to continue to hold the Notes that are the subject
      of
      such Submitted Hold Order;

     

    (ii)  the
      Submitted Bid of each Existing Owner specifying any rate that is not higher
      than
      the Maximum Rate shall be accepted, thus requiring each such Existing Owner
      to
      continue to hold the Notes that are the subject of such Submitted
      Bid;

     

    (iii)  the
      Submitted Bid of each Potential Owner specifying any rate that is not higher
      than the Maximum Rate shall be accepted, thus requiring each such Potential
      Owner to purchase the Notes that are the subject of such Submitted
      Bid;

     

    (iv)  the
      Submitted Sell Orders of each Existing Owner shall be accepted as Submitted
      Sell
      Orders and the Submitted Bids of each Existing Owner specifying any rate that
      is
      higher than the Maximum Rate shall be deemed to be and shall be accepted as
      Submitted Sell Orders, in both cases only up to and including the number of
      Units of Notes obtained by multiplying (A) the aggregate number of Units of
      Notes subject to Submitted Bids described in clause (iii) of this subsection
      (b)
      by (B) a fraction the numerator of which shall be the number of Units of
      Outstanding Notes held by such Existing Owner subject to such Submitted Sell
      Order or such Submitted Bid deemed to be a Submitted Sell Order and the
      denominator of which shall be the number of Units of Outstanding Notes subject
      to all such Submitted Sell Orders and such Submitted Bids deemed to be Submitted
      Sell Orders, and the remainder of each such Submitted Sell Order or Submitted
      Bid shall be deemed to be and shall be accepted as a Hold Order and each such
      Existing Owner shall be required to continue to hold such excess amount of
      Notes; and

     

    (v)  the
      Submitted Bid of each Potential Owner specifying any rate that is higher than
      the Maximum Rate shall be rejected.

     

    (c)  If,
      as a
      result of the undertakings described in Section 2.05(a) or (b) above, any
      Existing Owner or Potential Owner would be required to purchase or sell an
      aggregate principal amount of the Notes that is not an integral multiple of
      an
      Authorized Denomination on any Auction Date, the Auction Agent shall by lot,
      in
      such manner as it shall determine in its sole discretion, round up or down
      the
      principal amount of the Notes to be purchased or sold by any Existing Owner
      or
      Potential Owner on such Auction Date so that the aggregate principal amount
      of
      the Notes purchased or sold by each Existing Owner or Potential Owner on such
      Auction Date shall be an integral multiple of such Authorized Denomination,
      even
      if such allocation results in one or more of such Existing Owners or Potential
      Owners not purchasing or selling any Notes on such Auction Date.

     

    (d)  If,
      as a
      result of the undertakings described in Section 2.05(a) above, any Potential
      Owner would be required to purchase less than an Authorized Denomination in
      principal amount of the Notes on any Auction Date, the Auction Agent shall
      by
      lot, in such manner as it shall determine in its sole discretion, allocate
      the
      Notes for purchase among Potential owners so that the principal amount of the
      Notes purchased on such Auction Date by any Potential Owner shall be an integral
      multiple of such Authorized Denomination, even if such allocation results in
      one
      or more of such potential Owners not purchasing the Notes on such Auction
      Date.

     

    Section
      2.06.  Notice
      of Auction Period Rate. (a)
      On each Auction Date, the
      Auction Agent shall notify each Broker-Dealer that participated in the Auction
      held on such Auction Date by Electronic Means acceptable to the Auction Agent
      and the applicable Broker-Dealer of the following, with respect to each Series
      of Notes for which an Auction was held on such Auction Date:

     

    (i)  the
      Auction Period Rate determined on such Auction Date for the succeeding Auction
      Period;

     

    (ii)  whether
      Sufficient Clearing Bids existed for the determination of the Winning Bid
      Rate;

     

    (iii)  if
      such
      Broker-Dealer submitted a Bid or a Sell Order on behalf of an Existing Owner,
      whether such Bid or Sell Order was accepted or rejected and the number of Units
      of Notes, if any, to be sold by such Existing Owner;

     

    (iv)  if
      such
      Broker-Dealer submitted a Bid on behalf of a Potential Owner, whether such
      Bid
      was accepted or rejected and the number of Units of Notes, if any, to be
      purchased by such Potential Owner;

     

    (v)  if
      the
      aggregate number of Units of the Notes to be sold by all Existing Owners on
      whose behalf such Broker-Dealer submitted Bids or Sell Orders is different
      from
      the aggregate number of Units of Notes to be purchased by all Potential Owners
      on whose behalf such Broker-Dealer submitted a Bid, the name or names of one
      or
      more Broker-Dealers (and the Agent Member, if any, of each such other
      Broker-Dealer) and the number of Units of Notes to be (A) purchased from
      one or more Existing Owners on whose behalf such other Broker-Dealers submitted
      Bids or Sell Orders or (B) sold to one or more Potential Owners on whose
      behalf such Broker-Dealer submitted Bids;

     

    (vi)  the
      amount of dividend or interest payable per Unit on each Interest Payment Date
      with respect to such Auction Period; and

     

    (vii)  the
      immediately succeeding Auction Date.

     

    (b)  On
      each
      Auction Date, with respect to each Series of Notes for which an Auction was
      held
      on such Auction Date, each Broker-Dealer that submitted an Order on behalf
      of
      any Existing Owner or Potential Owner shall: (i) if requested by an
      Existing Owner or a Potential Owner, advise such Existing Owner or Potential
      Owner on whose behalf such Broker-Dealer submitted an Order as to (A) the
      Auction Period Rate determined on such Auction Date, (B) whether any Bid or
      Sell Order submitted on behalf of such Owner was accepted or rejected and
      (C) the immediately succeeding Auction Date; (ii) instruct each
      Potential Owner on whose behalf such Broker-Dealer submitted a Bid that was
      accepted, in whole or in part, to instruct such Potential Owner’s Agent Member
      to pay to such Broker-Dealer (or its Agent Member) through the Securities
      Depository the amount necessary to purchase the number of Units of Notes to
      be
      purchased pursuant to such Bid (including, with respect to the Notes in a daily
      Auction Period, accrued interest if the purchase date is not an Interest Payment
      Date for such Note) against receipt of such Notes; and (iii) instruct each
      Existing Owner on whose behalf such Broker-Dealer submitted a Sell Order that
      was accepted or a Bid that was rejected in whole or in part, to instruct such
      Existing Owner’s Agent Member to deliver to such Broker-Dealer (or its Agent
      Member) through the Securities Depository the number of Units of Notes to be
      sold pursuant to such Bid or Sell Order against payment therefor.

     

    (c)  The
      Auction Agent shall give notice of the Auction Rate to the Corporation, Issuer
      and Trustee by mutually acceptable Electronic Means and the Indenture Trustee
      shall promptly give notice of such Auction Rate to the Securities
      Depository.

     

    Section
      2.07.  Index.

     

    (a)  If
      for
      any reason on any Auction Date the Index shall not be determined as provided
      in
      Schedule I, the Index shall be the Index for the Auction Period ending on such
      Auction Date.

     

    (b)  The
      determination of the Index as provided in Schedule I and herein shall be
      conclusive and binding upon the Issuer, the Corporation, the Indenture Trustee,
      the Broker-Dealers, the Auction Agent and the Owners of the Notes.

     

    Section
      2.08.  Miscellaneous
      Provisions Regarding Auctions.

     

    (a)  In
      this
      Exhibit, each reference to the purchase, sale or holding of Notes shall refer
      to
      beneficial interests in Notes, unless the context clearly requires
      otherwise.

     

    (b)  During
      an
      ARS Rate Period with respect to each Series of Notes, the provisions of the
      Authorizing Document and the definitions contained therein and described in
      this
      Exhibit, including without limitation the definitions of All Hold Rate, Index,
      Interest Payment Date, Maximum Rate, Auction Period Rate and Auction Rate,
      may
      be amended pursuant to the Authorizing Document by obtaining the consent of
      the
      owners of all affected Outstanding Notes bearing interest at the Auction Period
      Rate as follows.  If on the first Auction Date occurring at least 20
      days after the date on which the Indenture Trustee mailed notice of such
      proposed amendment to the registered owners of the affected Outstanding Notes
      as
      required by the Authorizing Document, (i) the Auction Period Rate which is
      determined on such date is the Winning Bid Rate or the All Hold Rate and
      (ii) there is delivered to the Corporation and the Indenture Trustee an
      opinion of Note Counsel to the effect that such amendment shall not adversely
      affect the validity of the Notes or any exemption from federal income taxation
      to which the interest on the Notes would otherwise be entitled, the proposed
      amendment shall be deemed to have been consented to by the registered owners
      of
      all affected Outstanding Notes bearing interest at an Auction Period
      Rate.

     

    (c)  If
      the
      Securities Depository notifies the Issuer that it is unwilling or unable to
      continue as registered owner of the Notes or if at any time the Securities
      Depository shall no longer be registered or in good standing under the Exchange
      Act, or other applicable statute or regulation and a successor to the Securities
      Depository is not appointed by the Issuer within 90 days after the Issuer
      receives notice or becomes aware of such condition, as the case may be, the
      Auctions shall cease and the Issuer shall execute and the Indenture Trustee
      shall authenticate and deliver certificates representing the
      Notes.  Such Notes shall be registered in such names and Authorized
      Denominations as the Securities Depository, pursuant to instructions from the
      Agent Members or otherwise, shall instruct the Issuer and the Indenture
      Trustee.

     

    During
      an
      ARS Rate Period, so long as the ownership of the Notes is maintained in
      book-entry form by the Securities Depository, an Existing Owner or a beneficial
      owner may sell, transfer or otherwise dispose of a Note only pursuant to a
      Bid
      or Sell Order in accordance with the Auction Procedures or to or through a
      Broker-Dealer, provided that (i) in the case of all transfers other than
      pursuant to Auctions, such Existing Owner or its Broker-Dealer or its Agent
      Member advises the Auction Agent of such transfer and (ii) a sale, transfer
      or other disposition of Notes from a customer of a Broker-Dealer who is listed
      on the records of that Broker-Dealer as the holder of such Notes to that
      Broker-Dealer or another customer of that Broker-Dealer shall not be deemed
      to
      be a sale, transfer or other disposition for purposes of this paragraph if
      such
      Broker-Dealer remains the Existing Owner of the Notes so sold, transferred
      or
      disposed of immediately after such sale, transfer or disposition.

     

    (d)  Unless
      specifically provided otherwise in Schedule I, the Auction Agent shall continue
      to implement the Auction Procedures notwithstanding the occurrence of an Event
      of Default under the Indenture.

     

    Section
      2.09.  Changes
      in Auction Period or Auction Date.

     

    (a)  Changes
      in Auction Period.

     

    (i)   During
      any ARS Rate Period, the Corporation, may, from time to time on the Interest
      Payment Date immediately following the end of any Auction Period, change the
      length of the Auction Period with respect to all of the Notes of a Series among
      daily, seven-days, 28-days, 35-days, three months, six months or a Flexible
      Auction Period in order to accommodate economic and financial factors that
      may
      affect or be relevant to the length of the Auction Period and the interest
      rate
      borne by such Notes.  The Corporation shall initiate the change in the
      length of the Auction Period by giving written notice to the Issuer, the
      Indenture Trustee, the Auction Agent, the Broker-Dealers and the Securities
      Depository that the Auction Period shall change if the conditions described
      herein are satisfied and the proposed effective date of the change, at least
      10
      Business Days prior to the Auction Date for such Auction Period.

     

    (ii)  Any
      such
      changed Auction Period shall be for a period of one day, seven-days, 28-days,
      35-days, three months, six months or a Flexible Auction Period and shall be
      for
      all of the Notes of such Series.

     

    (iii)  The
      change in length of the Auction Period shall take effect only if Sufficient
      Clearing Bids exist at the Auction on the Auction Date for such new Auction
      Period.  For purposes of the Auction for such new Auction Period only,
      except to the extent any Existing Owner submits an Order with respect to such
      Notes of any Series, each Existing Owner shall be deemed to have submitted
      Sell
      Orders with respect to all of its Notes of such Series if the change is to
      a
      longer Auction Period and a Hold Order if the change is to a shorter Auction
      Period.  If there are not Sufficient Clearing Bids for the first
      Auction Period, the Auction Rate for the new Auction Period shall be the Maximum
      Rate, and the Auction Period shall be a seven-day Auction Period.

     

    (b)  Changes
      in Auction Date.  During any ARS Rate Period, the Auction Agent,
      at the direction of the Corporation, may specify an earlier or later Auction
      Date (but in no event more than five Business Days earlier or later) than the
      Auction Date that would otherwise be determined in accordance with the
      definition of “Auction Date” in order to conform with then current market
      practice with respect to similar securities or to accommodate economic and
      financial factors that may affect or be relevant to the day of the week
      constituting an Auction Date and the interest rate borne by the
      Notes.  The Auction Agent shall provide notice of the Corporation’s
      direction to specify an earlier Auction Date for an Auction Period by means
      of a
      written notice delivered at least 45 days prior to the proposed changed Auction
      Date to the Indenture Trustee, the Issuer, the Corporation and the
      Broker-Dealers with a copy to  the Securities
      Depository.  In the event the Auction Agent is instructed to specify
      an earlier Auction Date, the days of the week on which an Auction Period begins
      and ends, the day of the week on which a Flexible Auction Period ends and the
      Interest Payment Date relating to a Flexible Auction Period shall be adjusted
      accordingly.

     

    (c)  Changes
      Resulting from Unscheduled Holidays.  If, in the opinion of the
      Auction Agent and the Broker-Dealers, there is insufficient notice of an
      unscheduled holiday to allow the efficient implementation of the Auction
      Procedures set forth herein, the Auction Agent and the Broker-Dealers may,
      as
      they deem appropriate, set a different Auction Date and adjust any Interest
      Payment Dates and Auction Periods affected by such unscheduled
      holiday.  In the event that there is not agreement among the
      Broker-Dealers, the Auction Agent shall set the different Auction Date and
      make
      such adjustments as directed by the Broker-Dealer for a majority of the
      outstanding Units (based on the number of Units for which a Broker-Dealer is
      listed as the Broker-Dealer in the Existing Owner Registry maintained by the
      Auction Agent pursuant to Section 2.2(a) of the Auction Agreement), and, if
      there is not a majority so directing, the Auction Date shall be moved to the
      next succeeding Business Day following the scheduled Auction Date, and the
      Interest Payment Date and the Auction Period shall be adjusted
      accordingly.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    to


     

    AUCTION
      PROCEDURES

     

    In
      the
      event of any conflict between this Schedule I and Appendix B, this Schedule
      I
      shall prevail.

     

    Definitions

     

    “All
      Hold Rate” means, as of any Auction Date, 90% of the Index in effect on
      such Auction Date.

     

    “Applicable
      Margin”
      means (A) 1.50%, provided that the Notes are rated at least “Aa3” and “AA-” by
      Moody’s and S&P, respectively, (B) 2.50%, provided that the Notes are rated
      below “Aa3” and “AA-“ but at least “A3” and “A-” by Moody’s and S&P,
      respectively, or (C) 3.50%, provided that the Notes are rated below “A3” and
“A-” by Moody’s and S&P, respectively,

     

    “Auction
      Agent” shall
      initially be The Bank of New York.

     

    “Auction
      Agent Fee” shall mean the fee to be paid to the Auction Agent for the
      services rendered by it under the Auction Agreement and the Broker-Dealer
      Agreements.

     

    “Auction
      Date”shall
      include as part of the definition the first Auction Date which shall be October
      9, 2007 for the Class A-2-AR-1 Notes, October 9, 2007 for the Class A-2-AR-2
      Notes, October 9, 2007 for the Class A-2-AR-3 Notes, October 9, 2007 for the
      Class A-2-AR-4 Notes, October 11, 2007, for the Class A-3-AR-1 Notes, October
      16, 2007, for the Class A-3-AR-2 Notes, October 11, 2007, for the Class A-3-AR-3
      Notes, October 16, 2007, for the Class A-3-AR-4 Notes, October 11, 2007, for
      the
      Class A-3-AR-5 Notes, October 16, 2007, for the Class A-3-AR-6 Notes and October
      16, 2007, for the Class A-3-AR-7 Notes.

    


    “Auction
      Rate Notes” shall mean the Class A-2-AR Notes and the Class A-3-AR
      Notes.

     

    “Authorized
      Denomination” means $25,000.

    


    “Authorizing
      Document”
means the Indenture.

    


    “Notes”
      means the
      Auction Rate Notes. 

    


    “Notes”
      means the
      Auction Rate Notes.

    


    “Broker-Dealer
      Fee”
      shall mean the fee to be paid to a Broker-Dealer for the services rendered
      by a
      Broker-Dealer under a Broker-Dealer Agreement.

    


    “Carry-over
      Amount” shall mean the excess, if any, of (a) the amount of interest on
      a Class of Auction Rate Note that would have accrued with respect to the related
      Auction Period at the Auction Rate (if an Auction is not held for any reason,
      the Auction Rate shall be deemed to be the Maximum Rate for purposes of this
      definition) over (b) the amount of interest on such Class of Auction Rate Note
      with respect to such Class of Auction Rate Note, with respect to such Auction
      Period based on the least of the Maximum Auction Rate, the Maximum Interest
      Rate, or the maximum interest rate permitted by law, together with the unpaid
      portion of any such excess from prior Auction Periods; provided that any
      reference to “principal” or “interest” in the Indenture, and in the Auction Rate
      Notes shall not include within the meanings of such words any Carry-over Amount
      or any interest accrued on any Carry-over Amount.

     

    “Corporation”
means
      the Issuer.

    


    “Index”
means
      on any
      Auction Date with respect to Notes in any Auction Period of 35 days or less,
      One-Month LIBOR. The Index with respect to Notes in any Auction Period of more
      than 35 days shall be the rate on United States Treasury Securities having
      a
      maturity which most closely approximates the length of the Auction Period as
      last published in The Wall Street Journal or such other source as may be
      mutually agreed upon by the Issuer and the Broker-Dealers.  If either
      rate is unavailable, the Index shall be an index or rate agreed to by all
      Broker-Dealers and consented to by the Corporation and the
      Issuer.  For the purpose of this definition an Auction Period of 35
      days or less means a 35-day Auction Period or shorter Auction Period, i.e.
      a
      35-day Auction Period which is extended because of a holiday would still be
      considered an Auction Period of 35 days or less.

    


    “Initial
      Period” means the period from the Closing Date to but not including the
      first Interest Payment Date with respect to the Auction Rate Notes.

    


               “Initial
      Period Rate” means 6.50%.

    


    “Interest
      Payment Date”
includes the first Interest Payment Date which shall be October 10,
      2007, for the Class A-2-AR-1 Notes, October 10, 2007, for the Class A-2-AR-2
      Notes, October 10, 2007, for the Class A-2-AR-3 Notes, October 10, 2007, for
      the
      Class A-2-AR-4 Notes, October 12, 2007, for the Class A-3-AR-1 Notes, October
      17, 2007, for the Class A-3-AR-2 Notes, October 12, 2007, for the Class A-3-AR-3
      Notes, October 17, 2007, for the Class A-3-AR-4 Notes, October 12, 2007, for
      the
      Class A-3-AR-5 Notes, October 17, 2007, for the Class A-3-AR-6 Notes and October
      17, 2007, for the Class A-3-AR-7 Notes.

    


    “Issuer”
      means The
      National Collegiate Student Loan Trust 2007-3.

    


    “Maximum
      Auction
      Rate” means the One-Month LIBOR plus the
      Applicable Margin

    


    “Maximum
      Interest Rate” means 17%.

    


    “Maximum
      Rate” means the least of (i) the Maximum Auction
      Rate; (ii) the Maximum Interest Rate; and (iii) the maximum interest rate
      permitted by applicable law.

    


    “Notes”
      means the Auction Rate Notes.

    


    “One-Month
      LIBOR” shall mean the offered rate (rounded up to the next highest one
      one thousandth of one percent (0.001%)) for deposits in U.S. dollars for a
      one-month period which appears on the Reuters Screen LIBOR01 (or such other
      page
      as may replace that page on that service or such other service or services
      as
      may be nominated by the British Bankers’ Association for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits) at
      approximately 11:00 a.m., London time, on such date, or if such date is not
      a
      date on which dealings in U.S. dollars are transacted in the London interbank
      market, then on the next preceding day on which such dealings were transacted
      in
      such market.

    


    Auction
      Procedures

    


    Determination
      of Auction Period
      Rate.  The percentage of the Index in Section 2.04(c) is
      100%.

     

    
      Notwithstanding
        any of the other provisions of the Auction Procedures, for purposes of enabling
        the calculation by the Trustee of the Carry-over Amount, Orders otherwise
        satisfying the requirements of the Auction Procedures shall not be rejected
        by
        either the Broker-Dealers or the Auction Agent because the specified rate
        in the
        Order exceeds the Maximum Auction Rate; provided, however, that Orders that
        specify a rate in excess of the Maximum Interest Rate or (if lower and the
        Broker-Dealer or Auction Agent, respectively, has been so notified by the
        Issuer
        or the Trustee) the maximum rate permitted by law shall (i) be treated as
        a Sell
        Order if submitted by an Existing Owner and (ii) not be accepted if submitted
        by
        a Potential Owner, in each case by each of the Broker-Dealers and the Auction
        Agent. In connection with the Trustee's calculation of the Carry-over Amount,
        the Auction Agent shall calculate the Auction Rate without regard to the
        Maximum
        Auction Rate. If the Auction Rate as so calculated exceeds the Maximum Auction
        Rate, the Auction Agent shall report this excess to the Trustee and the
        Broker-Dealers on the Auction Date. The Auction Period Rate determined as
        a
        result of the Auction shall not exceed the Maximum Rate. The Carry-over Amount
        shall not be taken into account in calculating the Auction Period
        Rate.

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      C


     

    NOTICE
      OF PAYMENT DEFAULT


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that a Payment Default currently exists with respect to the
      above-captioned issue.  The next Auction for the Series 2007-3, Class
      A-__-__-AR Notes will be held as scheduled on _______________.  The
      rate of interest on the Series 2007-3, Class A-__-__-AR Notes for the next
      succeeding Auction Period shall be determined through application of the Auction
      Procedures.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      D

     

    NOTICE
      OF CURE OF PAYMENT DEFAULT


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that the Payment Default with respect to the above-captioned issue
      has been cured.  The next Interest Payment Date is _______________ and
      the next Auction Date is scheduled to be _____________.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      E


     

    NOTICE
      OF EVENT OF DEFAULT


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that an Event of Default with respect to the above-captioned issue
      has occurred.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    APPENDIX
      F


     

    NOTICE
      OF WAIVER/CURE OF EVENT OF DEFAULT


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that an Event of Default with respect to the above-captioned issue
      has been [waived] [cured].  Determination of the interest rate on the
      Series 2007-3, Class A-__-__-AR Notes pursuant to the Auction Procedures will
      resume.  The next Interest Payment Date is _______________ and the
      next Auction Date is scheduled to be __________________.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      G


     

    NOTICE
      OF PROPOSED CHANGE IN AUCTION PERIOD


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that The National Collegiate Student Loan Trust 2007-3 (the
“Issuer”) proposes to change the Auction Period in accordance with the Indenture
      dated as of September 1, 2007 as supplemented (the “Indenture”) as follows:
      [insert description of change].  Assuming the conditions set forth in
      the Indenture are met, such change will be effective on
      _____________.  If any such condition is not met, the Auction Rate for
      the next succeeding Auction Period shall be established in accordance with
      the
      procedures set forth in the Indenture.

     

    All
      terms
      not otherwise defined in this notice shall have the meanings set forth in the
      Indenture.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      H


     

    NOTICE
      REGARDING ESTABLISHMENT OF AUCTION PERIOD


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that The National Collegiate Student Loan Trust 2007-3 (the
“Issuer”) hereby authorizes the establishment of a new Auction Period consisting
      of a period of ___ days.  If the condition(s) for the establishment of
      the new Auction Period are met, such Auction Period will commence on
      ___________________ and end on _________________.  The Interest
      Payment Date for such Auction Period shall be ___________________.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings given to
      such terms in the Indenture of the Issuer dated as of September 1, 2007 as
      supplemented.

     

    
      	
              Dated:
                __________________

            	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      I


     

    NOTICE
      OF CHANGE IN AUCTION DATE


     

    The
      National Collegiate Student Loan Trust 2007-3

    Student
      Loan Asset Backed Notes

    Series
      2007-3, Class A-__-__-AR

     

    NOTICE
      IS
      HEREBY GIVEN that the Auction Date for auctions conducted with respect to the
      above-captioned issue has been changed to _______________.  The next
      succeeding Auction Date will be ________________.  In order to
      accommodate such change, the next succeeding Auction Period will consist of
      _____days and shall begin on ______________ and end on
      ________________.  Interest will be paid on
      _______________.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings given to
      such terms in the Indenture of the Issuer dated as of September 1, 2007, as
      supplemented.

     

    
      	
              Dated:
                __________________

            	 
	 	
              [BROKER-DEALER]

            
	 	 
	 	 
	 	
              By
                ___________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    SCHEDULE
      OF FINANCED STUDENT LOANS

     

    [On
      file
      with Indenture Trustee]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    LIST
      OF TERI GUARANTEE AGREEMENTS

     

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

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated April 30, 2001, for loans that were originated
                under Bank of America’s Private Loan Program, TERI (School Channel) Loan
                Program and TERI ISLP Loan Program.

            


    

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated June 30, 2006, for loans that were originated
                under Bank of America’s Private Loan Program, TERI (School Channel) Loan
                Program and TERI ISLP Loan Program.

            


    

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated June 30, 2003, for loans that were originated
                under Bank of America’s Direct to Consumer Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated as of December 29, 2003 for loans that were
                originated under Charter One’s AAA Southern New England Bank Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated October 31, 2003, for loans that were originated
                under Charter One’s AES EducationGAIN Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated June 30, 2003, for loans that were originated
                under
                Charter One’s Citibank Education Assistance Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated July 1, 2002, for loans that were originated
                under
                Charter One’s College Loan Corporation Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated May 10, 2004, for loans that were originated
                under
                Charter One’s Edfinancial Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated September 15, 2003, for loans that were originated
                under Charter One’s Extra Credit II Loan Program (North Texas Higher
                Education).

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated September 20, 2003, for loans that were originated
                under Charter One’s M&I Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated November 17, 2003, for loans that were originated
                under Charter One’s National Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated May 15, 2002, for loans that were originated
                under
                Charter One’s NextStudent Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated March 25, 2004, for loans that were originated
                under
                Charter One’s Astrive and AstriveAlliance Education (f/k/a START) Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated February 15, 2005, for loans that were originated
                under Charter One’s Referral Loan Program (including loans in the Charter
                One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise
                Alternative Loan Program, Collegiate Solutions Alternative Loan Program,
                College Board Alternative Loan Program, Axiom Alternative Loan Program,
                American Student Loan Services Private Loan Program, nBuy Private
                Loan
                Program, and ThinkFinancial Alternative Loan
                Program).

            


    

     

    
      	
              ·      

            	
              Citizens
                Bank of Rhode Island, dated April 30, 2004, for loans that were originated
                under Citizens Bank of Rhode Island’s Alternative Loan Program, ISLP Loan
                Program, Compass Bank Alternative Loan Program, FinanSure Alternative
                Loan
                Program, Navy Federal Alternative Loan Program, and Xanthus Alternative
                Loan Program.

            


    

     

    
      	
              ·      

            	
              Citizens
                Bank of Rhode Island, dated October 1, 2002, for loans that were
                originated under Citizens Bank of Rhode Island’s Penn State Undergraduate
                Loan Program.

            


    

     

    
      	
              ·      

            	
              Comerica
                Bank, dated June 30, 2006, for loans that were originated under Comerica
                Bank’s Private Loan Program.

            


    

     

    
      	
              ·      

            	
              First
                National Bank Northeast, dated August 1, 2001, for loans that were
                originated under First National Bank Northeast’s Nelnet Undergraduate
                Alternative Loan Program.

            


    

     

    
      	
              ·      

            	
              HSBC
                Bank USA, National Association, dated April 17, 2002, for loans that
                were
                originated under the HSBC Loan
                Program.

            


    

     

    
      	
              ·      

            	
              The
                Huntington National Bank, dated May 20, 2003, for loans that were
                originated under the Huntington Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              InsurBanc,
                dated July 1, 2006, for loans that were originated under the InsurBanc
                Loan Program.

            


    

     

    
      	
              ·      

            	
              JPMorgan
                Chase Bank, N.A., (successor to Bank One, N.A.,) dated May 13, 2002,
                for
                loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
                Program, EDUCATION ONE Loan Program, and Campus One Loan
                Program.

            


    

     

    
      	
              ·      

            	
              KeyBank
                National Association, dated May 12, 2006, for loans that were originated
                under KeyBank’s Private Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Manufacturers
                and Traders Trust Company, dated April 29, 2004, for loans that were
                originated under the M&T Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              National
                City Bank, dated July 26, 2002, for loans that were originated under
                the
                National City Loan Program.

            


    

     

    
      	
              ·      

            	
              National
                City Bank, dated July 21, 2006, for loans that were originated under
                the
                National City Referral Loan Program, including the Astute Private
                Loan
                Program.

            


    

     

    
      	
              ·      

            	
              PNC
                Bank, N.A., dated April 22, 2004, for loans that were originated
                under PNC
                Bank’s Alternative Loan Program, Brazos Alternative Loan Program, Edvisors
                Alternative Loan Program, Fondo Futuro Loan Program, GE Money Bank
                Student
                Loan Program, Old National Bank Private Loan Program, and Regions
                Bank
                Private Loan Program

            


    

     

    
      	
              ·      

            	
              Sovereign
                Bank, dated April 30, 2004, for loans that were originated under
                Sovereign
                Bank’s Alternative Student Loan
                Program.

            


    

     

    
      	
              ·      

            	
              SunTrust
                Bank, dated March 1, 2002, for loans that were originated under the
                SunTrust Loan Program.

            


    

     

    
      	
              ·      

            	
              Union
                Federal Savings Bank, dated March 26, 2007, for loans that were originated
                under the USFB Astrive Loan
                Program.

            


    

     

    
      	
              ·      

            	
              U.S.
                Bank National Association, dated May 1, 2005, for loans that were
                originated under the U.S Bank Alternative Loan
                Program.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      C

     

    LIST
      OF NOTE PURCHASE AGREEMENTS

     

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

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated April 30, 2001, for loans that were originated
                under Bank of America’s Private Loan Program, TERI School Channel Loan
                Program and ISLP Loan Program.

            


    

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated June 30, 2006, for loans that were originated
                under Bank of America’s Private Loan Program, TERI School Channel Loan
                Program and ISLP Loan Program.

            


    

     

    
      	
              ·      

            	
              Bank
                of America, N.A., dated April 1, 2006, for loans that were originated
                under Bank of America’s Direct to Consumer Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated as of December 29, 2003 for loans that were
                originated under Charter One’s AAA Southern New England Bank Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated October 31, 2003, for loans that were originated
                under Charter One’s AES EducationGAIN Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated June 30, 2003, for loans that were originated
                under
                Charter One’s Citibank Education Assistance Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated July 1, 2002, for loans that were originated
                under
                Charter One’s College Loan Corporation Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated May 10, 2004, for loans that were originated
                under
                Charter One’s EdFinancial Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated September 15, 2003, for loans that were originated
                under Charter One’s Extra Credit II Loan Program (North Texas Higher
                Education).

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated September 20, 2003, for loans that were originated
                under Charter One’s M&I Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated November 17, 2003, for loans that were originated
                under Charter One’s National Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated May 15, 2002, for loans that were originated
                under
                Charter One’s NextStudent Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated March 25, 2004, for loans that were originated
                under
                Charter One’s Astrive and AstriveAlliance Education (f/k/a START) Loan
                Programs.

            


    

     

    
      	
              ·      

            	
              Charter
                One Bank, N.A., dated February 15, 2005, for loans that were originated
                under Charter One’s Referral Loan Program (including loans in the Charter
                One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise
                Alternative Loan Program, Collegiate Solutions Alternative Loan Program,
                College Board Alternative Loan Program, Axiom Alternative Loan Program,
                American Student Loan Services Private Loan Program, nBuy Private
                Loan
                Program, and ThinkFinancial Alternative Loan
                Program).

            


    

     

    
      	
              ·      

            	
              Citizens
                Bank of Rhode Island, dated April 30, 2004, for loans that were originated
                under Citizens Bank of Rhode Island’s Alternative Loan Program, ISLP Loan
                Program, Compass Bank Loan Program, FinanSure Alternative Loan Program,
                Navy Federal Alternative Loan Program, and Xanthus Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Citizens
                Bank of Rhode Island, dated October 1, 2002, for loans that were
                originated under Citizens Bank of Rhode Island’s Penn State Undergraduate
                Loan Program.

            


    

     

    
      	
              ·      

            	
              Comerica
                Bank, dated June 30, 2006, for loans that were originated under Comerica
                Bank’s Private Loan Program.

            


    

     

    
      	
              ·      

            	
              First
                National Bank Northeast, dated August 1, 2001, for loans that were
                originated under First National Bank Northeast’s Nelnet Undergraduate
                Alternative Loan Program.

            


    

     

    
      	
              ·      

            	
              HSBC
                Bank USA, National Association, dated April 17, 2002, as amended
                on June
                2, 2003 and August 1, 2003, for loans that were originated under
                the HSBC
                Loan Program.

            


    

     

    
      	
              ·      

            	
              The
                Huntington National Bank, dated May 20, 2003, for loans that were
                originated under the Huntington Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              InsurBanc,
                dated July 1, 2006, for loans that were originated under the InsurBanc
                Loan Program.

            


    

     

    
      	
              ·      

            	
              JPMorgan
                Chase Bank, N.A,, (successor to Bank One, N.A.), dated May 1, 2002,
                for
                loans that were originated under Bank One’s CORPORATE ADVANTAGE Loan
                Program, EDUCATION ONE Loan Program, and Campus One Loan
                Program.

            


    

     

    
      	
              ·      

            	
              KeyBank
                National Association, dated May 12, 2006, for loans that were originated
                under KeyBank’s Private Education Loan
                Program.

            


    

     

    
      	
              ·      

            	
              Manufacturers
                and Traders Trust Company, dated April 29, 2004, for loans that were
                originated under the M&T Alternative Loan
                Program.

            


    

     

    
      	
              ·      

            	
              National
                City Bank, dated November 13, 2002, for loans that were originated
                under
                the National City Loan Program.

            


    

     

    
      	
              ·      

            	
              National
                City Bank, dated July 21, 2006, for loans that were originated under
                the
                National City Referral Loan Program, including the Astute Private
                Loan
                Program.

            


    

     

    
      	
              ·      

            	
              PNC
                Bank, N.A., dated April 22, 2004, for loans that were originated
                under PNC
                Bank’s Alternative Loan Program, Brazos Alternative Loan Program, Edvisors
                Alternative Loan Program, Fondo Futuro Loan Program, GE Money Bank
                Student
                Loan Program, Old National Bank Private Loan Program, and Regions
                Bank
                Private Loan Program.

            


    

     

    
      	
              ·      

            	
              Sovereign
                Bank, dated April 30, 2004, for loans that were originated under
                Sovereign
                Bank’s Alternative Student Loan
                Program.

            


    

     

    
      	
              ·      

            	
              SunTrust
                Bank, dated March 1, 2002, for loans that were originated under the
                SunTrust Loan Program.

            


    

     

    
      	
              ·      

            	
              Union
                Federal Savings Bank, dated March 26, 2007, for loans that were originated
                under the UFSB Astrive Loan
                Program.

            


    

     

    
      	
              ·      

            	
              U.S.
                Bank National Association, dated May 1, 2005, for loans that were
                originated under the U.S Bank Alternative Loan
                Program.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      OF CLASS A-1-L NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
      REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF
      OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
      2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
      REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
      “CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
      ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
      INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
      HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
      WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
      AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
      NOTE
      WILL NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
      OR
      SECTION 4975 OF THE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

    STUDENT
      LOAN ASSET BACKED NOTES

    CLASS
      A-1-L

     

    
      	
              No.
                A-1-L-___

            
	 
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	
              Variable

            	
              ______
                __, 200_

            	
              ______
                __, 200_

            	 
	 	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            	
              ISIN

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$[               ]**

            	 
	 	 	 
	 	 	
              European
                Common Code

            
	 	 	 
	 	 	 


    

    


    The
      National Collegiate Student Loan Trust 2007-3, a statutory trust duly organized
      and validly existing under the laws of the State of Delaware (the “Issuer”), for
      value received, hereby promises to pay, but only from the sources and as
      hereinafter provided, to the Registered Owner specified above, or registered
      assigns, the Principal Amount shown above in lawful money of the United States
      of America on the Date of Maturity shown above, unless prepaid prior thereto
      with interest thereon from the Distribution Date next preceding the date of
      authentication hereof, unless such date of authentication is prior to the first
      Distribution Date, in which case this note shall bear interest from the Dated
      Date specified above or unless such date of authentication is a Distribution
      Date, in which case this note shall bear interest from such Distribution Date;
      provided, however, that if as shown by the records of the Indenture Trustee
      (defined herein) interest on the Class A-1-L Notes (defined herein) shall be
      in
      default, Class A-1-L Notes issued in lieu of such Class A-1-L Notes surrendered
      for transfer or exchange shall bear interest from the date to which interest
      has
      been paid in full on the Class A-1-L Notes surrendered until payment of the
      principal hereof has been made or duly provided for.  Principal of
      this note is payable upon the presentation and surrender hereof at the principal
      corporate trust office of U.S. Bank National Association, as indenture trustee
      (the “Indenture Trustee”).  Interest on this note is payable to the
      Registered Owner of record as of the close of business on the applicable record
      date as shown on the registration books of the Issuer maintained by the
      Indenture Trustee in its capacity as bond registrar, or its successor in such
      capacity, by check or draft mailed to the Registered Owner at the registered
      address.

     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     

    The
      Issuer will pay interest on this Class A-1-L Note at the rate per annum equal
      to
      the Note Interest Rate (as defined in the Indenture) for this Note, on each
      Distribution Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note Outstanding on the preceding
      Distribution Date (after giving effect to all payments of principal made on
      the
      preceding Distribution Date).  Interest on this Note will accrue for
      each Distribution Date from the most recent Distribution Date on which interest
      has been paid to but excluding such Distribution Date or, if no interest has
      yet
      been paid, from the Closing Date).  Such principal of and interest on
      this Note shall be paid in the manner specified herein.

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.  All payments made by the Issuer
      with respect to this Note shall be applied first to interest due and payable
      on
      this Note as provided above and then to the unpaid principal of this
      Note.

     

    This
      Note
      is one of a duly authorized class of notes of the Issuer designated Student
      Loan
      Asset Backed Notes, Class A-1-L (the “Class A-1-L Notes”), issued pursuant to
      the Indenture, dated as of September 1, 2007, between the Issuer and the
      Indenture Trustee, as indenture trustee (such indenture, as supplemented or
      amended from time to time in accordance with its terms, the
“Indenture”).

     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     

    This
      Note
      is a limited obligation of the Issuer, payable solely from the principal and
      interest on Financed Student Loans financed pursuant to the Indenture, any
      guaranty payments thereon received by the Issuer, and certain other revenues
      and
      earnings to be held pursuant to the Indenture, all in an amount and in the
      manner provided in the Indenture.  Additional notes will be issued as
      described in the Indenture.  The Class A-1-L Notes, together with such
      other notes issued pursuant to the Indenture are collectively referred to herein
      as “Notes.”

     

    The
      Notes
      are secured as provided in the Indenture, but solely by the pledge of the Trust
      Estate described in the Indenture.  Reference is made to the Indenture
      for a complete statement of the terms and conditions upon which the Class A-1-L
      Notes have been issued and provisions made for their security and for the
      rights, duties and obligations of the Issuer, the Indenture Trustee and the
      Registered Owners of the Class A-1-L Notes.

     

    The
      Class
      A-1-L Notes are issuable as registered notes in the minimum denomination of
      $100,000 and $1,000 integral multiples in excess thereof.  Subject to
      the limitations provided in the Indenture and upon payment of any tax or
      governmental charge, Class A-1-L Notes may be exchanged for a like Class and
      aggregate principal amount of Class A-1-L Notes of other authorized
      denominations.

     

    The
      Registered Owner of this Note shall have no right to enforce the provisions
      of
      the Indenture or to institute action to enforce the covenants therein, or to
      take any action with respect to any Event of Default under the Indenture, or
      to
      institute, appear in or defend any suit or other proceedings with respect
      thereto, except as provided in the Indenture.  If an Event of Default
      under the Indenture occurs, the principal of all Notes then Outstanding issued
      under the Indenture may be declared due and payable upon the conditions and
      in
      the manner and with the effect provided in the Indenture.

     

    It
      Is Hereby
      Certified, Recited And Declared that all acts, conditions and things
      required to be done, to exist, to happen and to be performed in order to make
      this Note a valid and binding obligation of the Issuer according to its terms
      have been done, do exist, have happened and have been performed in regular
      and
      due form, time and manner as so required.

     

    The
      Issuer and the Indenture Trustee may deem and treat the person in whose name
      this Note is registered upon the registration books as the absolute owner
      hereof, whether this Note is overdue or not, for the purpose of receiving
      payment of or on account of the principal or interest and for all other
      purposes, and all such payments so made to the Registered Owner or upon such
      Registered Owner’s order shall be valid and effectual to satisfy and discharge
      the liability on this note to the extent of the sum or sums so paid, and neither
      the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
      notice to the contrary.

     

    This
      Note
      shall not be valid or become obligatory for any purpose or be entitled to any
      security or benefit under the Indenture until the Certificate of Authentication
      hereon shall have been executed by the Indenture Trustee.

     

    Financial
      Guaranty Insurance Policy No.
      AB1114BE (the “Policy”) with respect to payments due for principal of and
      interest on this Note to the extent provided therein has been issued by Ambac
      Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to
      Indenture Trustee under said Policy and will be held by such Indenture Trustee
      or any successor Indenture Trustee. The Policy is on file and available for
      inspection at the designated office of the Indenture Trustee and a copy thereof
      may be secured from Ambac Assurance or the Indenture Trustee. All payments
      required to be made under the Policy shall be made in accordance with the
      provisions thereof. The owner of this Note acknowledges and consents to the
      subrogation rights of Ambac Assurance as more fully set forth in the
      Policy.

    


    


    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    In
      Witness Whereof, The National Collegiate Student Loan Trust
      2007-3 has caused this note to be executed and attested.

     

    


    
      	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 
	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	
              Attest

            	 
	 	 
	 	 
	 	 
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      note
      is one of the Class A-1-L Notes and described in the provisions of the
      within-mentioned Indenture.

     

    


    
      	
              Date
                of Authentication:

            	 	 	 
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    


    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            
	 	 
	
              the
                within Note, together with accrued interest thereon and all right,
                title
                and interest thereto, and hereby irrevocably authorize(s) and appoint(s)
                _______________________________________ attorney to transfer said
                Note on
                the books of the within named Corporation with full power of substitution
                in the premises.

            
	 
	 
	 
	 
	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-2

     

    FORM
      OF CLASS A-2-AR NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
      REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF
      OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
      2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
      REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
      “CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
      ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
      INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
      HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
      WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
      AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
      NOTE
      WILL NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
      OR
      SECTION 4975 OF THE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

    STUDENT
      LOAN ASSET BACKED AUCTION RATE NOTES

    CLASS
      A-2-AR-__

     

    
      	
              No.
                A-2-AR-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

     

    The
      National Collegiate Student Loan Trust 2007-3, a statutory trust duly organized
      and validly existing under the laws of the State of Delaware (the “Issuer”), for
      value received, hereby promises to pay, but only from the sources and as
      hereinafter provided, to the Registered Owner specified above, or registered
      assigns, the Principal Amount shown above in lawful money of the United States
      of America on the Date of Maturity shown above, unless prepaid prior thereto
      with interest thereon from the Auction Rate Note Interest Payment Date next
      preceding the date of authentication hereof, unless such date of authentication
      is prior to the first Auction Rate Note Interest Payment Date, in which case
      this note shall bear interest from the Date specified above or unless such
      date
      of authentication is an Auction Rate Note Interest Payment Date, in which case
      this note shall bear interest from such Auction Rate Note Interest Payment
      Date;
      provided, however, that if as shown by the records of the Indenture Trustee
      (defined herein) interest on the Class A-2-AR Notes (defined herein) shall
      be in
      default, Class A-2-AR Notes issued in lieu of such Class A-2-AR Notes
      surrendered for transfer or exchange shall bear interest from the date to which
      interest has been paid in full on the Class A-2-AR Notes surrendered until
      payment of the principal hereof has been made or duly provided
      for.  Principal of this note is payable upon the presentation and
      surrender hereof at the principal corporate trust office of U.S. Bank National
      Association, as indenture trustee (the “Indenture Trustee”).  Interest
      on this note is payable to the Registered Owner of record as of the close of
      business on the applicable record date as shown on the registration books of
      the
      Issuer maintained by the Indenture Trustee in its capacity as bond registrar,
      or
      its successor in such capacity, by check or draft mailed to the Registered
      Owner
      at the registered address.

     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     

    This
      note
      shall initially bear interest at the rate of interest per annum established
      by
      the Broker-Dealers for the initial Auction Period pursuant to the Broker-Dealer
      Agreements, written notice of which shall be given to the Indenture
      Trustee.  For each Auction Period thereafter, the unpaid principal
      amount hereof from time to time outstanding shall bear interest at the Auction
      Rate, except as hereinafter provided, determined in accordance with the
      provisions of Appendix B to the Indenture, payable on each Auction Rate Note
      Interest Payment Date and on the date of payment or redemption of principal
      hereof to the extent of interest accrued on the principal then being paid or
      redeemed, such interest to accrue from the later of the date hereof or the
      date
      to which interest has been paid or duly provided for.  Interest at the
      Auction Rate established from time to time pursuant to Appendix B to the
      Indenture shall be computed for the actual number of days elapsed on the basis
      of a year consisting of 365 days, and as provided in Appendix B to the
      Indenture.

     

    This
      Note
      shall bear interest at an Auction Rate based on an Auction Period that shall,
      until adjusted pursuant to Appendix B to the Indenture, generally consist of
      28
      days, all as determined in Appendix B to the Indenture.

     

    If,
      for
      any Auction Period, the Auction Rate exceeds the Maximum Auction Rate, each
      as
      determined in accordance with the provisions of Appendix B to the Indenture,
      then the applicable interest rate for this note for that Auction Period will
      be
      the Maximum Auction Rate.  The excess of the amount of interest that
      would have accrued on this note at the Auction Rate over the amount of interest
      actually accrued at the Maximum Auction Rate, together with any unpaid portion
      of any such excess from prior Auction Periods, will accrue as the Carry-over
      Amount.  The Carry-over Amount will bear interest at a rate equal to
      One-Month LIBOR (as defined in Appendix B to the Indenture) from the Auction
      Rate Note Interest Payment Date for the Auction Period for which the Carry-over
      Amount was calculated until paid or extinguished as described in the
      Indenture.  No reference to “principal” or “interest” in this note or
      in the Indenture shall include within the meaning of such words any Carry-over
      Amount or any interest accrued on any Carry-over Amount.

     

    The
      Carry-over Amount (and interest accrued thereon) for the Class A-2-AR Notes
      shall be paid by the Indenture Trustee, if ever, on the first occurring Auction
      Rate Note Interest Payment Date for a subsequent Auction Period if and to the
      extent set forth in the Indenture. The Carry-over Amount (and interest accrued
      thereon) will be paid to the holders of the Class A-2-AR Notes to which the
      Carry-over Amount relates who hold the Class A-2-AR Notes on the Distribution
      Date on which it is paid.  The Carry-over Amount will not be paid to
      the holders of the Class A-2-AR Notes who hold the Class A-2-AR Notes during
      the
      Auction Period during which the Carry-over Amount is first
      accrued.  Upon transfer of the Class A-2-AR Notes the holder loses any
      right to such Carry-over Amount unless it later acquires Auction Rate Notes
      of
      the same Class. Any payment obligation for the Carry-over Amount with respect
      to
      any Outstanding Class A-2-AR Notes is extinguished when the Class A-2-AR Notes
      paid at maturity.

     

    The
      Auction Period, the Auction Rate, the method of determining the Auction Rate
      and
      the Maximum Auction Rate on this note and the Auction Procedures related
      thereto, a change in the Auction Date and the Auction Rate Note Interest Payment
      Dates will be determined in accordance with the terms, conditions and provisions
      of, including, without limitation, required notices thereof to the Registered
      Owners of the Class A-2-AR Notes, the Indenture and the Auction Agreement,
      to
      which terms, conditions and provisions specific reference is hereby made, and
      all of which terms, conditions and provisions are hereby specifically
      incorporated herein by reference.

     

    This
      Note
      is one of a duly authorized class of notes of the Issuer designated Student
      Loan
      Asset Backed Auction Rate Notes, Class A-2-AR (the “Class A-2-AR Notes”), issued
      pursuant to the Indenture, dated as of September 1, 2007, between the Issuer
      and
      the Indenture Trustee, as indenture trustee (such indenture, as supplemented
      or
      amended from time to time in accordance with its terms, the
“Indenture”).

     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     

    This
      Note
      is a limited obligation of the Issuer, payable solely from the principal and
      interest on Financed Student Loans financed pursuant to the Indenture, any
      guaranty payments thereon received by the Issuer, and certain other revenues
      and
      earnings to be held pursuant to the Indenture, all in an amount and in the
      manner provided in the Indenture.  Additional notes and other
      obligations may be issued or entered into under the Indenture the right to
      payment of which is equal with or subordinate to the Class A-2-AR
      Notes.  The Class A-2-AR Notes, together with any additional notes
      issued pursuant to the Indenture are collectively referred to herein as
“Notes.”

     

    The
      Notes
      are secured as provided in the Indenture, but solely by the pledge of the Trust
      Estate described in the Indenture.  Reference is made to the Indenture
      for a complete statement of the terms and conditions upon which the Class A-2-AR
      Notes have been issued and provisions made for their security and for the
      rights, duties and obligations of the Issuer, the Indenture Trustee and the
      Registered Owners of the Class A-2-AR Notes.

     

    The
      Class
      A-2-AR Notes are issuable as registered notes in the minimum denomination of
      $25,000 and integral multiples thereof.  Subject to the limitations
      provided in the Indenture and upon payment of any tax or governmental charge,
      Class A-2-AR Notes may be exchanged for a like Class and aggregate principal
      amount of Class A-2-AR Notes of other authorized denominations.

     

    The
      Registered Owner of this Note shall have no right to enforce the provisions
      of
      the Indenture or to institute action to enforce the covenants therein, or to
      take any action with respect to any Event of Default under the Indenture, or
      to
      institute, appear in or defend any suit or other proceedings with respect
      thereto, except as provided in the Indenture.  If an Event of Default
      under the Indenture occurs, the principal of all Notes then Outstanding issued
      under the Indenture may be declared due and payable upon the conditions and
      in
      the manner and with the effect provided in the Indenture.

     

    It
      Is
      Hereby Certified, Recited And Declared that all acts, conditions
      and things required to be done, to exist, to happen and to be performed in
      order
      to make this Note a valid and binding obligation of the Issuer according to
      its
      terms have been done, do exist, have happened and have been performed in regular
      and due form, time and manner as so required.

     

    The
      Issuer and the Indenture Trustee may deem and treat the person in whose name
      this Note is registered upon the registration books as the absolute owner
      hereof, whether this Note is overdue or not, for the purpose of receiving
      payment of or on account of the principal or interest and for all other
      purposes, and all such payments so made to the Registered Owner or upon such
      Registered Owner’s order shall be valid and effectual to satisfy and discharge
      the liability on this note to the extent of the sum or sums so paid, and neither
      the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
      notice to the contrary.

     

    This
      Note
      shall not be valid or become obligatory for any purpose or be entitled to any
      security or benefit under the Indenture until the Certificate of Authentication
      hereon shall have been executed by the Indenture Trustee.

     

    Financial
      Guaranty Insurance Policy No.
      AB1114BE (the “Policy”) with respect to payments due for principal of and
      interest on this Note to the extent provided therein has been issued by Ambac
      Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to
      Indenture Trustee under said Policy and will be held by such Indenture Trustee
      or any successor Indenture Trustee. The Policy is on file and available for
      inspection at the designated office of the Indenture Trustee and a copy thereof
      may be secured from Ambac Assurance or the Indenture Trustee. All payments
      required to be made under the Policy shall be made in accordance with the
      provisions thereof. The owner of this Note acknowledges and consents to the
      subrogation rights of Ambac Assurance as more fully set forth in the
      Policy.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    In
      Witness Whereof, The National Collegiate Student Loan Trust
      2007-3 has caused this note to be executed and attested.

     

    
      	 	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	
              Attest

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Note
      is one of the Class A-2-AR-__ Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication:

            	 	 	 
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    


    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            
	 	 
	
              the
                within Note, together with accrued interest thereon and all right,
                title
                and interest thereto, and hereby irrevocably authorize(s) and appoint(s)
                _______________________________________ attorney to transfer said
                Note on
                the books of the within named Corporation with full power of substitution
                in the premises.

            
	 	 
	 	 
	 	 
	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-3

     

    FORM
      OF CLASS A-3-L NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
      REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF
      OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
      2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
      REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
      “CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
      ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
      INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
      HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
      WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
      AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
      NOTE
      WILL NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
      OR
      SECTION 4975 OF THE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

    STUDENT
      LOAN ASSET BACKED NOTES

    CLASS
      A-3-L

     

    
      	
              No.
                A-3-A-L-___

            
	 
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	
              Variable

            	
              ______
                __, 200_

            	
              ______
                __, 200_

            	 
	 	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            	
              ISIN

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$[               ]**

            	 
	 	 	 
	 	 	
              European
                Common Code

            
	 	 	 
	 	 	 


    

    


    The
      National Collegiate Student Loan Trust 2007-3, a statutory trust duly organized
      and validly existing under the laws of the State of Delaware (the “Issuer”), for
      value received, hereby promises to pay, but only from the sources and as
      hereinafter provided, to the Registered Owner specified above, or registered
      assigns, the Principal Amount shown above in lawful money of the United States
      of America on the Date of Maturity shown above, unless prepaid prior thereto
      with interest thereon from the Distribution Date next preceding the date of
      authentication hereof, unless such date of authentication is prior to the first
      Distribution Date, in which case this note shall bear interest from the Dated
      Date specified above or unless such date of authentication is a Distribution
      Date, in which case this note shall bear interest from such Distribution Date;
      provided, however, that if as shown by the records of the Indenture Trustee
      (defined herein) interest on the Class A-3-L Notes (defined herein) shall be
      in
      default, Class A-3-L Notes issued in lieu of such Class A-3-L Notes surrendered
      for transfer or exchange shall bear interest from the date to which interest
      has
      been paid in full on the Class A-3-L Notes surrendered until payment of the
      principal hereof has been made or duly provided for.  Principal of
      this note is payable upon the presentation and surrender hereof at the principal
      corporate trust office of U.S. Bank National Association, as indenture trustee
      (the “Indenture Trustee”).  Interest on this note is payable to the
      Registered Owner of record as of the close of business on the applicable record
      date as shown on the registration books of the Issuer maintained by the
      Indenture Trustee in its capacity as bond registrar, or its successor in such
      capacity, by check or draft mailed to the Registered Owner at the registered
      address.

     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     

    The
      Issuer will pay interest on this Class A-3-L Note at the rate per annum equal
      to
      the Note Interest Rate (as defined in the Indenture) for this Note, on each
      Distribution Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note Outstanding on the preceding
      Distribution Date (after giving effect to all payments of principal made on
      the
      preceding Distribution Date).  Interest on this Note will accrue for
      each Distribution Date from the most recent Distribution Date on which interest
      has been paid to but excluding such Distribution Date or, if no interest has
      yet
      been paid, from the Closing Date).  Such principal of and interest on
      this Note shall be paid in the manner specified herein.

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.  All payments made by the Issuer
      with respect to this Note shall be applied first to interest due and payable
      on
      this Note as provided above and then to the unpaid principal of this
      Note.

     

    This
      Note
      is one of a duly authorized class of notes of the Issuer designated Student
      Loan
      Asset Backed Notes, Class A-3-L (the “Class A-3-L Notes”), issued pursuant to
      the Indenture, dated as of September 1, 2007, between the Issuer and the
      Indenture Trustee, as indenture trustee (such indenture, as supplemented or
      amended from time to time in accordance with its terms, the
“Indenture”).

     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     

    This
      Note
      is a limited obligation of the Issuer, payable solely from the principal and
      interest on Financed Student Loans financed pursuant to the Indenture, any
      guaranty payments thereon received by the Issuer, and certain other revenues
      and
      earnings to be held pursuant to the Indenture, all in an amount and in the
      manner provided in the Indenture.  Additional notes will be issued as
      described in the Indenture.  The Class A-3-L Notes, together with such
      other notes issued pursuant to the Indenture are collectively referred to herein
      as “Notes.”

     

    The
      Notes
      are secured as provided in the Indenture, but solely by the pledge of the Trust
      Estate described in the Indenture.  Reference is made to the Indenture
      for a complete statement of the terms and conditions upon which the Class A-3-L
      Notes have been issued and provisions made for their security and for the
      rights, duties and obligations of the Issuer, the Indenture Trustee and the
      Registered Owners of the Class A-3-L Notes.

     

    The
      Class
      A-3-L Notes are issuable as registered notes in the minimum denomination of
      $100,000 and $1,000 integral multiples in excess thereof.  Subject to
      the limitations provided in the Indenture and upon payment of any tax or
      governmental charge, Class A-3-L Notes may be exchanged for a like Class and
      aggregate principal amount of Class A-3-L Notes of other authorized
      denominations.

     

    The
      Registered Owner of this Note shall have no right to enforce the provisions
      of
      the Indenture or to institute action to enforce the covenants therein, or to
      take any action with respect to any Event of Default under the Indenture, or
      to
      institute, appear in or defend any suit or other proceedings with respect
      thereto, except as provided in the Indenture.  If an Event of Default
      under the Indenture occurs, the principal of all Notes then Outstanding issued
      under the Indenture may be declared due and payable upon the conditions and
      in
      the manner and with the effect provided in the Indenture.

     

    It
      Is
      Hereby Certified, Recited And Declared that all acts, conditions
      and things required to be done, to exist, to happen and to be performed in
      order
      to make this Note a valid and binding obligation of the Issuer according to
      its
      terms have been done, do exist, have happened and have been performed in regular
      and due form, time and manner as so required.

     

    The
      Issuer and the Indenture Trustee may deem and treat the person in whose name
      this Note is registered upon the registration books as the absolute owner
      hereof, whether this Note is overdue or not, for the purpose of receiving
      payment of or on account of the principal or interest and for all other
      purposes, and all such payments so made to the Registered Owner or upon such
      Registered Owner’s order shall be valid and effectual to satisfy and discharge
      the liability on this note to the extent of the sum or sums so paid, and neither
      the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
      notice to the contrary.

     

    This
      Note
      shall not be valid or become obligatory for any purpose or be entitled to any
      security or benefit under the Indenture until the Certificate of Authentication
      hereon shall have been executed by the Indenture Trustee.

     

    Financial
      Guaranty Insurance Policy No.
      AB1114BE (the “Policy”) with respect to payments due for principal of and
      interest on this Note to the extent provided therein has been issued by Ambac
      Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to
      Indenture Trustee under said Policy and will be held by such Indenture Trustee
      or any successor Indenture Trustee. The Policy is on file and available for
      inspection at the designated office of the Indenture Trustee and a copy thereof
      may be secured from Ambac Assurance or the Indenture Trustee. All payments
      required to be made under the Policy shall be made in accordance with the
      provisions thereof. The owner of this Note acknowledges and consents to the
      subrogation rights of Ambac Assurance as more fully set forth in the
      Policy.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    In
      Witness Whereof, The National Collegiate Student Loan Trust 2007-3 has
      caused this note to be executed and attested.

     

    
      	 	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	
              Attest

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Note
      is one of the Class A-3-L Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication:

            	 	 	 
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-4

     

    FORM
      OF CLASS A-3-AR NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
      REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF
      OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
      2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
      REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
      “CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
      ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
      INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
      HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
      WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
      AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
      NOTE
      WILL NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
      OR
      SECTION 4975 OF THE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

    STUDENT
      LOAN ASSET BACKED AUCTION RATE NOTES

    CLASS
      A-3-AR-__

     

    
      	
              No.
                A-3-A-AR-___

            
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	 	 	 	 
	
              Variable

            	
              ______
                __, 20__

            	
              ______
                __, 200_

            	
              ___________

            
	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            
	
              PRINCIPAL
                AMOUNT:

            	
              **$_________**

            
	 	 


    

     

    The
      National Collegiate Student Loan Trust 2007-3, a statutory trust duly organized
      and validly existing under the laws of the State of Delaware (the “Issuer”), for
      value received, hereby promises to pay, but only from the sources and as
      hereinafter provided, to the Registered Owner specified above, or registered
      assigns, the Principal Amount shown above in lawful money of the United States
      of America on the Date of Maturity shown above, unless prepaid prior thereto
      with interest thereon from the Auction Rate Note Interest Payment Date next
      preceding the date of authentication hereof, unless such date of authentication
      is prior to the first Auction Rate Note Interest Payment Date, in which case
      this note shall bear interest from the Date specified above or unless such
      date
      of authentication is an Auction Rate Note Interest Payment Date, in which case
      this note shall bear interest from such Auction Rate Note Interest Payment
      Date;
      provided, however, that if as shown by the records of the Indenture Trustee
      (defined herein) interest on the Class A-3-AR Notes (defined herein) shall
      be in
      default, Class A-3-AR Notes issued in lieu of such Class A-3-AR Notes
      surrendered for transfer or exchange shall bear interest from the date to which
      interest has been paid in full on the Class A-3-AR Notes surrendered until
      payment of the principal hereof has been made or duly provided
      for.  Principal of this note is payable upon the presentation and
      surrender hereof at the principal corporate trust office of U.S. Bank National
      Association, as indenture trustee (the “Indenture Trustee”).  Interest
      on this note is payable to the Registered Owner of record as of the close of
      business on the applicable record date as shown on the registration books of
      the
      Issuer maintained by the Indenture Trustee in its capacity as bond registrar,
      or
      its successor in such capacity, by check or draft mailed to the Registered
      Owner
      at the registered address.

     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     

    This
      note
      shall initially bear interest at the rate of interest per annum established
      by
      the Broker-Dealers for the initial Auction Period pursuant to the Broker-Dealer
      Agreements, written notice of which shall be given to the Indenture
      Trustee.  For each Auction Period thereafter, the unpaid principal
      amount hereof from time to time outstanding shall bear interest at the Auction
      Rate, except as hereinafter provided, determined in accordance with the
      provisions of Appendix B to the Indenture, payable on each Auction Rate Note
      Interest Payment Date and on the date of payment or redemption of principal
      hereof to the extent of interest accrued on the principal then being paid or
      redeemed, such interest to accrue from the later of the date hereof or the
      date
      to which interest has been paid or duly provided for.  Interest at the
      Auction Rate established from time to time pursuant to Appendix B to the
      Indenture shall be computed for the actual number of days elapsed on the basis
      of a year consisting of 365 days, and as provided in Appendix B to the
      Indenture.

     

    This
      Note
      shall bear interest at an Auction Rate based on an Auction Period that shall,
      until adjusted pursuant to Appendix B to the Indenture, generally consist of
      28
      days, all as determined in Appendix B to the Indenture.

     

    If,
      for
      any Auction Period, the Auction Rate exceeds the Maximum Auction Rate, each
      as
      determined in accordance with the provisions of Appendix B to the Indenture,
      then the applicable interest rate for this note for that Auction Period will
      be
      the Maximum Auction Rate.  The excess of the amount of interest that
      would have accrued on this note at the Auction Rate over the amount of interest
      actually accrued at the Maximum Auction Rate, together with any unpaid portion
      of any such excess from prior Auction Periods, will accrue as the Carry-over
      Amount.  The Carry-over Amount will bear interest at a rate equal to
      One-Month LIBOR (as defined in Appendix B to the Indenture) from the Auction
      Rate Note Interest Payment Date for the Auction Period for which the Carry-over
      Amount was calculated until paid or extinguished as described in the
      Indenture.  No reference to “principal” or “interest” in this note or
      in the Indenture shall include within the meaning of such words any Carry-over
      Amount or any interest accrued on any Carry-over Amount.

     

    The
      Carry-over Amount (and interest accrued thereon) for the Class A-3-AR Notes
      shall be paid by the Indenture Trustee, if ever, on the first occurring Auction
      Rate Note Interest Payment Date for a subsequent Auction Period if and to the
      extent set forth in the Indenture. The Carry-over Amount (and interest accrued
      thereon) will be paid to the holders of the Class A-3-AR Notes to which the
      Carry-over Amount relates who hold the Class A-3-AR Notes on the Distribution
      Date on which it is paid.  The Carry-over Amount will not be paid to
      the holders of the Class A-3-AR Notes who hold the Class A-3-AR Notes during
      the
      Auction Period during which the Carry-over Amount is first
      accrued.  Upon transfer of the Class A-3-AR Notes the holder loses any
      right to such Carry-over Amount unless it later acquires Auction Rate Notes
      of
      the same Class. Any payment obligation for the Carry-over Amount with respect
      to
      any Outstanding Class A-3-AR Notes is extinguished when the Class A-3-AR Notes
      paid at maturity.

     

    The
      Auction Period, the Auction Rate, the method of determining the Auction Rate
      and
      the Maximum Auction Rate on this note and the Auction Procedures related
      thereto, a change in the Auction Date and the Auction Rate Note Interest Payment
      Dates will be determined in accordance with the terms, conditions and provisions
      of, including, without limitation, required notices thereof to the Registered
      Owners of the Class A-3-AR Notes, the Indenture and the Auction Agreement,
      to
      which terms, conditions and provisions specific reference is hereby made, and
      all of which terms, conditions and provisions are hereby specifically
      incorporated herein by reference.

     

    This
      Note
      is one of a duly authorized class of notes of the Issuer designated Student
      Loan
      Asset Backed Auction Rate Notes, Class A-3-AR (the “Class A-3-AR Notes”), issued
      pursuant to the Indenture, dated as of September 1, 2007, between the Issuer
      and
      the Indenture Trustee, as indenture trustee (such indenture, as supplemented
      or
      amended from time to time in accordance with its terms, the
“Indenture”).

     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     

    This
      Note
      is a limited obligation of the Issuer, payable solely from the principal and
      interest on Financed Student Loans financed pursuant to the Indenture, any
      guaranty payments thereon received by the Issuer, and certain other revenues
      and
      earnings to be held pursuant to the Indenture, all in an amount and in the
      manner provided in the Indenture.  Additional notes and other
      obligations may be issued or entered into under the Indenture the right to
      payment of which is equal with or subordinate to the Class A-3-AR
      Notes.  The Class A-3-AR Notes, together with any additional notes
      issued pursuant to the Indenture are collectively referred to herein as
“Notes.”

     

    The
      Notes
      are secured as provided in the Indenture, but solely by the pledge of the Trust
      Estate described in the Indenture.  Reference is made to the Indenture
      for a complete statement of the terms and conditions upon which the Class A-3-AR
      Notes have been issued and provisions made for their security and for the
      rights, duties and obligations of the Issuer, the Indenture Trustee and the
      Registered Owners of the Class A-3-AR Notes.

     

    The
      Class
      A-3-AR Notes are issuable as registered notes in the minimum denomination of
      $25,000 and integral multiples thereof.  Subject to the limitations
      provided in the Indenture and upon payment of any tax or governmental charge,
      Class A-3-AR Notes may be exchanged for a like Class and aggregate principal
      amount of Class A-3-AR Notes of other authorized denominations.

     

    The
      Registered Owner of this Note shall have no right to enforce the provisions
      of
      the Indenture or to institute action to enforce the covenants therein, or to
      take any action with respect to any Event of Default under the Indenture, or
      to
      institute, appear in or defend any suit or other proceedings with respect
      thereto, except as provided in the Indenture.  If an Event of Default
      under the Indenture occurs, the principal of all Notes then Outstanding issued
      under the Indenture may be declared due and payable upon the conditions and
      in
      the manner and with the effect provided in the Indenture.

     

    It
      Is
      Hereby Certified, Recited And Declared that all acts, conditions
      and things required to be done, to exist, to happen and to be performed in
      order
      to make this Note a valid and binding obligation of the Issuer according to
      its
      terms have been done, do exist, have happened and have been performed in regular
      and due form, time and manner as so required.

     

    The
      Issuer and the Indenture Trustee may deem and treat the person in whose name
      this Note is registered upon the registration books as the absolute owner
      hereof, whether this Note is overdue or not, for the purpose of receiving
      payment of or on account of the principal or interest and for all other
      purposes, and all such payments so made to the Registered Owner or upon such
      Registered Owner’s order shall be valid and effectual to satisfy and discharge
      the liability on this note to the extent of the sum or sums so paid, and neither
      the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
      notice to the contrary.

     

    This
      Note
      shall not be valid or become obligatory for any purpose or be entitled to any
      security or benefit under the Indenture until the Certificate of Authentication
      hereon shall have been executed by the Indenture Trustee.

     

    Financial
      Guaranty Insurance Policy No.
      AB1114BE (the “Policy”) with respect to payments due for principal of and
      interest on this Note to the extent provided therein has been issued by Ambac
      Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to
      Indenture Trustee under said Policy and will be held by such Indenture Trustee
      or any successor Indenture Trustee. The Policy is on file and available for
      inspection at the designated office of the Indenture Trustee and a copy thereof
      may be secured from Ambac Assurance or the Indenture Trustee. All payments
      required to be made under the Policy shall be made in accordance with the
      provisions thereof. The owner of this Note acknowledges and consents to the
      subrogation rights of Ambac Assurance as more fully set forth in the
      Policy.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    In
      Witness Whereof, The National Collegiate Student Loan Trust 2007-3 has
      caused this note to be executed and attested.

     

    
      	 	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	
              Attest

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Note
      is one of the Class A-3-AR-__ Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication:

            	 	 	 
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    


    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            
	 	 
	
              the
                within Note, together with accrued interest thereon and all right,
                title
                and interest thereto, and hereby irrevocably authorize(s) and appoint(s)
                _______________________________________ attorney to transfer said
                Note on
                the books of the within named Corporation with full power of substitution
                in the premises.

            
	 	 
	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-5

     

    FORM
      OF CLASS A-IO NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE, THE REGISTRAR
      OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
      TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PURCHASER OR HOLDER OF THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
      REPRESENTED THAT EITHER (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE ON BEHALF
      OF, AS A FIDUCIARY OF, OR WITH “PLAN ASSETS” (WITHIN THE MEANING OF SECTION
      2510.3-101 OF THE U.S. DEPARTMENT OF LABOR REGULATIONS (THE “PLAN ASSET
      REGULATION”)) OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A “PLAN”
(WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
      “CODE”)) OR ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
      REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, WHICH IS SUBJECT TO TITLE I OF
      ERISA OR SECTION 4975 OF THE CODE (A “PLAN”), OR (II)(A) THIS NOTE IS RATED
      INVESTMENT GRADE OR BETTER AS OF THE DATE OF PURCHASE, (B) THE PURCHASER OR
      HOLDER OF THE NOTE BELIEVES THAT THE NOTE IS PROPERLY TREATED AS INDEBTEDNESS
      WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATION
      AND AGREES TO SO TREAT SUCH NOTE AND (C) THE ACQUISITION AND HOLDING OF THE
      NOTE
      WILL NOT RESULT IN A VIOLATION OF THE PROHIBITED TRANSACTION RULES OF ERISA
      OR
      SECTION 4975 OF THE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

    STUDENT
      LOAN ASSET BACKED NOTES

    CLASS
      A-IO

     

    


    
      	
              No.
                A-IO-__

            
	 
	
              Interest
                Rate

            	
              Date
                of Maturity

            	
              Dated
                Date

            	
              CUSIP

            
	
              [__]%

            	
              ______
                __, 200_

            	
              ______
                __, 200_

            	 
	 	 	 
	
              REGISTERED
                OWNER:

            	
              **CEDE
                & CO.**

            	
              ISIN

            
	 	 	 
	 	 	 
	 	 	
              European
                Common Code

            
	 	 	 
	 	 	 


    

    


    The
      National Collegiate Student Loan Trust 2007-3, a statutory trust duly organized
      and validly existing under the laws of the State of Delaware (the “Issuer”), for
      value received, hereby promises to pay, but only from the sources and as
      hereinafter provided, to the Registered Owner specified above, or registered
      assigns, the Principal Amount shown above in lawful money of the United States
      of America on the Date of Maturity shown above, unless prepaid prior thereto
      with interest thereon from the Distribution Date next preceding the date of
      authentication hereof, unless such date of authentication is prior to the first
      Distribution Date, in which case this note shall bear interest from the Dated
      Date specified above or unless such date of authentication is a Distribution
      Date, in which case this note shall bear interest from such Distribution Date;
      provided, however, that if as shown by the records of the Indenture Trustee
      (defined herein) interest on the Class A-IO Notes (defined herein) shall be
      in
      default, Class A-IO Notes issued in lieu of such Class A-IO Notes surrendered
      for transfer or exchange shall bear interest from the date to which interest
      has
      been paid in full on the Class A-IO Notes surrendered until payment of the
      principal hereof has been made or duly provided for.  Principal of
      this note is payable upon the presentation and surrender hereof at the principal
      corporate trust office of U.S. Bank National Association, as indenture trustee
      (the “Indenture Trustee”).  Interest on this note is payable to the
      Registered Owner of record as of the close of business on the applicable record
      date as shown on the registration books of the Issuer maintained by the
      Indenture Trustee in its capacity as bond registrar, or its successor in such
      capacity, by check or draft mailed to the Registered Owner at the registered
      address.

     

    Any
      capitalized words and terms used as defined words and terms in this note and
      not
      otherwise defined herein shall have the meanings given them in the Indenture
      (hereinafter defined).

     

    The
      Issuer will pay interest on the Notional Amount of this Class A-IO Note at
      the
      rate per annum equal to the Note Interest Rate (as defined in the Indenture)
      for
      this Note, on each Distribution Date until the Notional Amount of this Class
      A-IO Note is reduced to zero.  Interest on this Class A-IO Note will
      accrue for each Distribution Date on the Notional Amount of the Class A-IO
      Note
      until such Notional Amount is reduced to zero, from the most recent Distribution
      Date on which interest has been paid to but excluding such
      Distribution  Date or, if no interest has yet been paid, from the
      Closing Date).  Such principal of and interest on this Note shall be
      paid in the manner specified herein.

     

    Interest
      on this Note is payable in such coin or currency of the United States of America
      as at the time of payment is legal tender for payment of public and private
      debts.

     

    This
      Note
      also is entitled to receive Prepayment Penalties as described in the
      Indenture.

     

    This
      Note
      is one of a duly authorized class of notes of the Issuer designated Student
      Loan
      Asset Backed Notes, Class A-IO (the “Class A-IO Notes”), issued pursuant to the
      Indenture, dated as of September 1, 2007, between the Issuer and the Indenture
      Trustee, as indenture trustee (such indenture, as supplemented or amended from
      time to time in accordance with its terms, the “Indenture”).

     

    The
      Indenture pledges for the payment of the Notes (as hereinafter defined) the
      student loans identified in the Indenture (the “Financed Student Loans”) and the
      payments of interest and the repayments of principal with respect thereto,
      including certain guarantees related thereto, as well as certain other rights,
      funds and accounts of the Issuer set forth in the Indenture, including a Reserve
      Account (collectively, the “Trust Estate”).

     

    This
      Note
      is a limited obligation of the Issuer, payable solely from the principal and
      interest on Financed Student Loans financed pursuant to the Indenture, any
      guaranty payments thereon received by the Issuer, and certain other revenues
      and
      earnings to be held pursuant to the Indenture, all in an amount and in the
      manner provided in the Indenture.  Additional notes will be issued as
      described in the Indenture.  The Class A-IO Notes, together with such
      other notes issued pursuant to the Indenture are collectively referred to herein
      as “Notes.”

     

    The
      Notes
      are secured as provided in the Indenture, but solely by the pledge of the Trust
      Estate described in the Indenture.  Reference is made to the Indenture
      for a complete statement of the terms and conditions upon which the Class A-IO
      Notes have been issued and provisions made for their security and for the
      rights, duties and obligations of the Issuer, the Indenture Trustee and the
      Registered Owners of the Class A-IO Notes.

     

    The
      Class
      A-IO Notes are issuable as registered notes in the minimum denomination of
      $100,000 and $1,000 integral multiples in excess thereof.  Subject to
      the limitations provided in the Indenture and upon payment of any tax or
      governmental charge, Class A-IO Notes may be exchanged for a like Class and
      aggregate principal amount of Class A-IO Notes of other authorized
      denominations.

     

    The
      Registered Owner of this Note shall have no right to enforce the provisions
      of
      the Indenture or to institute action to enforce the covenants therein, or to
      take any action with respect to any Event of Default under the Indenture, or
      to
      institute, appear in or defend any suit or other proceedings with respect
      thereto, except as provided in the Indenture.  If an Event of Default
      under the Indenture occurs, the principal of all Notes then Outstanding issued
      under the Indenture may be declared due and payable upon the conditions and
      in
      the manner and with the effect provided in the Indenture.

     

    It
      Is
      Hereby Certified, Recited And Declared that all acts, conditions
      and things required to be done, to exist, to happen and to be performed in
      order
      to make this Note a valid and binding obligation of the Issuer according to
      its
      terms have been done, do exist, have happened and have been performed in regular
      and due form, time and manner as so required.

     

    The
      Issuer and the Indenture Trustee may deem and treat the person in whose name
      this Note is registered upon the registration books as the absolute owner
      hereof, whether this Note is overdue or not, for the purpose of receiving
      payment of or on account of the principal or interest and for all other
      purposes, and all such payments so made to the Registered Owner or upon such
      Registered Owner’s order shall be valid and effectual to satisfy and discharge
      the liability on this note to the extent of the sum or sums so paid, and neither
      the Issuer nor Indenture Trustee nor any Registrar shall be affected by any
      notice to the contrary.

     

    This
      Note
      shall not be valid or become obligatory for any purpose or be entitled to any
      security or benefit under the Indenture until the Certificate of Authentication
      hereon shall have been executed by the Indenture Trustee.

     

    Financial
      Guaranty Insurance Policy No.
      AB1114BE (the “Policy”) with respect to payments due for principal of and
      interest on this Note to the extent provided therein has been issued by Ambac
      Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to
      Indenture Trustee under said Policy and will be held by such Indenture Trustee
      or any successor Indenture Trustee. The Policy is on file and available for
      inspection at the designated office of the Indenture Trustee and a copy thereof
      may be secured from Ambac Assurance or the Indenture Trustee. All payments
      required to be made under the Policy shall be made in accordance with the
      provisions thereof. The owner of this Note acknowledges and consents to the
      subrogation rights of Ambac Assurance as more fully set forth in the
      Policy.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    In
      Witness Whereof, The National Collegiate Student Loan Trust
      2007-3 has caused this note to be executed and attested.

     

    
      	 	 	
              THE
                NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-3

            
	 	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	
              Attest

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      Note
      is one of the Class A-IO Notes and described in the provisions of the
      within-mentioned Indenture.

     

    
      	
              Date
                of Authentication:

            	 	 	 
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    ASSIGNMENT

     

    For
      Value
      Received _____________________ hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 	 
	 
	
              (Please
                print or type an address

            	
              (Social
                Security number

            
	
              including
                postal zip code of transferee)

            	
              of
                transferee)

            
	 	 
	
              the
                within Note, together with accrued interest thereon and all right,
                title
                and interest thereto, and hereby irrevocably authorize(s) and appoint(s)
                _______________________________________ attorney to transfer said
                Note on
                the books of the within named Corporation with full power of substitution
                in the premises.

            
	 	 
	 	 
	 	 
	
              Dated
                ________________

            	
              ________________________________L.S.

            
	 	 
	
              Guaranteed
                by:

            	 
	 	 
	 	 
	 	 
	
              _____________________________________

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      B

     

    RELEVANT
      SERVICING CRITERIA

     

    


    
      	 	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the
                Servicer.

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents.

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                asset and related documents are safeguarded as required by the transaction
                agreements.

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements.

            	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.