EXHIBIT 10.4

DEPOSIT AND SALE AGREEMENT
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1

This Deposit and Sale Agreement (the "SALE AGREEMENT"), dated as of June 10, 2004, between The National Collegiate Funding LLC, in its capacity as seller (in such capacity, the "SELLER"), and The National Collegiate Student Loan Trust 2004-1, as purchaser (the "PURCHASER"), shall be effective upon execution by the parties hereto.

WHEREAS, the Seller is the owner of certain student loans; and

WHEREAS, the Seller desires to sell its interest in such student loans and the Purchaser desires to purchase such loans from the Seller.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

ARTICLE I
TERMS

This Sale Agreement sets forth the terms under which the Seller is selling and the Purchaser is purchasing the student loans listed on Schedule 2 to each of the Pool Supplements set forth on SCHEDULE A attached hereto (the "TRANSFERRED STUDENT LOANS").

ARTICLE II
DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the definitions set forth in Appendix A of the Indenture dated as of June 1, 2004 between U.S. Bank National Association (the "INDENTURE TRUSTEE") and the Purchaser.

ARTICLE III
SALE AND PURCHASE

Section 3.01. SALE OF LOANS. The Seller hereby sells and the Purchaser hereby purchases the Transferred Student Loans.

Section 3.02. ASSIGNMENT OF RIGHTS. The Seller hereby assigns to the Purchaser and the Purchaser hereby accepts all of the Seller's rights and interests under each of the Pool Supplements listed on SCHEDULE A attached hereto and the related Student Loan Purchase Agreements listed on SCHEDULE B attached hereto.

Section 3.03. SETTLEMENT OF THE PAYMENT. The Purchaser shall pay the Seller the purchase price set forth in Schedule 1 of each of the Pool Supplements by wire transfer in immediately available funds to the account specified by the Seller. In addition, the Purchaser will also issue the Class A-4 Notes, the Class A-IO-1 Notes and the Class A-IO-2 Notes to the Seller pursuant to the Indenture.

Section 3.04. ASSISTANCE BY SELLER. Following the execution of this Sale Agreement, the Seller shall provide any reasonable assistance requested by the Purchaser in determining that all required documentation on the Transferred Student Loans is present and correct.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

Section 4.01. GENERAL. The Seller represents and warrants to the Purchaser that as of the date of this Sale Agreement:

(a) The Seller is duly organized and existing under the laws of the State of Delaware; and

(b) The Seller has all requisite power and authority to enter into and to perform the terms of this Sale Agreement.

Section 4.02. LOAN REPRESENTATIONS. The Seller represents and warrants to the Purchaser that with respect to each Transferred Student Loan purchased by the Purchaser pursuant to this Sale Agreement, the Seller is making the same representations and warranties made by the respective program lender with respect to each Transferred Student Loan pursuant to the respective Student Loan Purchase Agreement listed on SCHEDULE B attached hereto.

Section 4.03. COVENANTS. The Seller, in its capacity as purchaser of the Transferred Student Loans pursuant to the Pool Supplements, hereby covenants that it will enforce the covenants and agreements of each program lender in the respective Student Loan Purchase Agreement and related Pool Supplement. The Seller further covenants that it will not waive, amend, modify, supplement or terminate any Student Loan Purchase Agreement or Pool Supplement or any provision thereof without the consent of the Purchaser, which consent the Purchaser hereby agrees not to provide without the prior written consent of the Indenture Trustee and the Interested Noteholders in accordance with the Purchaser's covenant in Section 3.07(c) of the Indenture.

ARTICLE V
PURCHASE OF LOANS; REIMBURSEMENT

Each party to this Sale Agreement shall give notice to the other such parties and to the Servicers, First Marblehead Data Services, Inc. and Wachovia Trust Company, National Association (the "OWNER TRUSTEE") promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to this Sale Agreement which has a materially adverse effect on the interest of the Purchaser in any Transferred Student Loan. In the event of such a material breach, the Seller shall cure or repurchase the Transferred Student Loan in accordance with the remedies set forth in the respective Student Loan Purchase Agreement.

ARTICLE VI
LIABILITY OF SELLER; INDEMNITIES

The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement.

(a) The Seller shall indemnify, defend and hold harmless the Purchaser and the Owner Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes and costs and expenses in defending against the same.

(b) The Seller shall indemnify, defend and hold harmless the Purchaser and the Owner Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sale Agreement, or by reason of reckless disregard of its obligations and duties under this Sale Agreement.

Indemnification under this Section shall survive the termination of this Sale Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

ARTICLE VII
MERGER OR CONSOLIDATION OF, OR ASSUMPTION
OF THE OBLIGATIONS OF SELLER

Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; PROVIDED, HOWEVER, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered an Officers' Certificate and an opinion of counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered an opinion of counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Purchaser in the Transferred Student Loans and reciting

the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

ARTICLE VIII
LIMITATION ON LIABILITY OF SELLER AND OTHERS

The Seller and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller's obligations under this Sale Agreement). The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Sale Agreement or the Student Loan Purchase Agreements, and that in its opinion may involve it in any expense or liability.

ARTICLE IX
SURVIVAL OF COVENANTS

All covenants, agreements, representations and warranties made herein shall survive the consummation of the purchase of the Transferred Student Loans; provided, however, that to the extent any of the same relate to a corresponding covenant, agreement, representation or warranty contained in a Student Loan Purchase Agreement, the same shall survive to the extent that such corresponding covenant, agreement, representation or warranty survives the applicable Student Loan Purchase Agreement. All covenants, agreements, representations and warranties made or furnished pursuant hereto by or for the benefit of the Seller shall bind and inure to the benefit of any successors or assigns of the Purchaser, including the Indenture Trustee. This Sale Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought. The waiver by the Indenture Trustee, at the direction of the Noteholders (pursuant to the Indenture), of any covenant, agreement, representation or warranty required to be made or furnished by the Seller or the waiver by the Indenture Trustee, at the direction of the Noteholders (pursuant to the Indenture), of any provision herein contained shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof, be construed to lessen the right of the Indenture Trustee, at the direction of the Noteholders (pursuant to the Indenture), to insist upon the performance by the Seller in strict accordance with said terms.

ARTICLE X
COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be. Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing and shall be addressed as follows:

If to the Purchaser, to:

The National Collegiate Student Loan Trust 2004-1
c/o Wachovia Trust Company, National Association, as
Owner Trustee
One Rodney Square, 1st Floor
920 King Street
Wilmington, Delaware 19801
Attention: Mr. Sterling C. Correia

If to the Seller, to:

The National Collegiate Funding LLC
c/o First Marblehead Data Services, Inc.
230 Park Avenue, 10th Floor
New York, NY 10169
Attention: Mr. Rob Baron

with a copy to:

First Marblehead Corporation
The Prudential Tower
800 Boylston Street - 34th Floor
Borton, MA 02199-8157
Attention: Mr. Richard P. Zermani

or to such other address as either party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.

ARTICLE XI
AMENDMENT

This Sale Agreement may be amended by the parties hereto without the consent of the related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Sale Agreement or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially affect the interest of any such Noteholder.

In addition, this Sale Agreement may also be amended from time to time by the Seller and the Purchaser, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Sale Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Transferred Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding

Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Purchaser shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each of the Rating Agencies.

It shall not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Sale Agreement, the Owner Trustee shall be entitled to receive and rely upon an opinion of counsel stating that execution of such amendment is authorized or permitted by this Sale Agreement, the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Sale Agreement or otherwise.

ARTICLE XII
ASSIGNMENT

The Seller hereby assigns its entire right, title and interest as purchaser under this Sale Agreement and the Student Loan Purchase Agreement thereunder to the Purchaser as of the date hereof and acknowledges that the Purchaser will assign the same, together with the right, title and interest of the Purchaser hereunder, to the Indenture Trustee under the Indenture.

ARTICLE XIII
GOVERNING LAW

THIS SALE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES, HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

ARTICLE XIV
LIMITATION OF LIABILITY OF OWNER TRUSTEE

Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wachovia Trust Company, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Purchaser, and in no event shall Wachovia Trust Company, National Association in its individual capacity or any beneficial owner of the Purchaser have any liability for the representations, warranties, covenants, agreements or other obligations of the Purchaser hereunder, as to all of which recourse shall be had solely to the assets of the Purchaser. For all purposes of this Sale Agreement, in the performance of any duties or obligations of the Purchaser hereunder, the Owner Trustee shall be subject to, and

entitled to the benefits of, the terms and provisions of Articles VIII, IX and X of the Trust Agreement.

[Signature Pages Follow]

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

THE NATIONAL COLLEGIATE FUNDING LLC,
as Seller

By: GATE Holdings, Inc., Member

By: /s/ Bruce F. Lefenfeld
    ------------------------------
     Name: Bruce F. Lefenfeld
     Title: Vice President

THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 2004-1, as Purchaser

By: Wachovia Trust Company, National
Association, not in its
individual capacity but solely
as Owner Trustee

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

DEPOSIT AND SALE AGREEMENT

SCHEDULE A
Pool Supplements

Each of the following Pool Supplements was entered into by and among The First Marblehead Corporation, The National Collegiate Funding LLC and:

o Bank of America, N.A., dated June 10, 2004, for loans that were originated under Bank of America's BAGEL Loan Program, CEDU Loan Program and ISLP Loan Program.
o Bank of America, N.A., dated June 10, 2004, for loans that were originated under Bank of America's Direct to Consumer Loan Program.
o Bank One, N.A., dated June 10, 2004, for loans that were originated under Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan Program.
o Bank One, N.A., dated June 10, 2004, for loans that were originated under Bank One's M&T REFERRAL Loan Program
o Charter One Bank, N.A., dated June 10, 2004, for loans that were originated under the following Charter One programs: AES EducationGAIN Loan Program, (AMS) TuitionPay Diploma Loan Program, Brazos Alternative Loan Program, CFS Direct to Consumer Loan Program, Citibank Flexible Education Loan Program, College Loan Corporation Loan Program, Comerica Alternative Loan Program, Education Assistance Services Alternative Loan Program, ESF Alternative Loan Program, Extra Credit II Loan Program (North Texas Higher Education), M&I Alternative Loan Program, National Education Loan Program, Navy Federal Alternative Loan Program, NextStudent Alternative Loan Program, PNC Bank Resource Loan Program, SAF Alternative Loan Program, Southwest Loan Program and WAMU Alternative Student Loan Program.
o Chase Manhattan Bank USA, N.A., dated June 10, 2004, for loans that were originated under Chase's Chase Extra Loan Program.
o Citizens Bank of Rhode Island, dated June 10, 2004, for loans that were originated under Citizens Bank of Rhode Island's Pennsylvania State University Undergraduate and Continuing Education Loan Program.
o First National Bank Northeast, dated June 10, 2004, for loans that were originated under First National Bank Northeast's CASL Undergraduate Loan Program.
o GMAC Bank, dated June 10, 2004, for loans that were originated under GMAC Bank's GMAC Alternative Loan Program.
o HSBC Bank USA, N.A., dated June 10, 2004, for loans that were originated under the HSBC Loan Program. o The Huntington National Bank, dated June 10, 2004, for loans that were originated under The Huntington National Bank's Huntington Education Loan Program.
o National City Bank, dated June 10, 2004, for loans that were originated under National City Bank's National City Loan Program.
o SunTrust Bank, dated June 10, 2004, for loans that were originated under SunTrust Bank's SunTrust Alternative Loan Program.

SCHEDULE B
Student Loan Purchase Agreements

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

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

o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One's SAF Alternative Loan Program.
o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One's Southwest Loan Program.
o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One's WAMU Alternative Student Loan Program.
o Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans that were originated under Chase's Chase Extra Loan Program.
o Citizens Bank of Rhode Island, dated October 1, 2002, for loans that were originated under Citizens Bank of Rhode Island's Pennsylvania State University Undergraduate and Continuing Education Loan Program.
o First National Bank Northeast, dated August 1, 2001, for loans that were originated under First National Bank Northeast's CASL Undergraduate Loan Program.
o GMAC Bank, dated May 30, 2003, for loans that were originated under GMAC Bank's GMAC Alternative Loan Program.
o HSBC Bank USA, N.A., dated April 17, 2002, for loans that were originated under the HSBC Loan Program. o The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank's Huntington Education Loan Program.
o National City Bank, dated November 13, 2002, for loans that were originated under National City Bank's National City Loan Program.
o SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank's SunTrust Alternative Loan Program.

EXHIBIT 10.5

EXHIBIT 10.5

CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS.

EXECUTION
4/18/02

NOTE: THIS AGREEMENT CONTAINS CONFIDENTIAL & PROPRIETARY INFORMATION AND MAY
NOT BE DISCLOSED WITHOUT THE CONSENT OF BOTH PARTIES OR AS REQUIRED BY LAW.

AMENDED AND RESTATED GUARANTY AGREEMENT
BETWEEN
THE EDUCATION RESOURCES INSTITUTE, INC.
AND
BANK ONE, NATIONAL ASSOCIATION

This Amended and Restated Guaranty Agreement (this "Agreement") is made as of the Conversion Date (as defined below), by and between The Education Resources Institute, Inc. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 330 Stuart Street, Boston, Massachusetts 02116, and Bank One, National Association ("Bank One"), a national banking association organized under the laws of the United States and having its principal place of business located at 100 East Broad Street, Columbus, Ohio 43215.

WHEREAS, Bank One has established the EDUCATION ONE K-12 Loan Program, the EDUCATION ONE Continuing Education Loan Program, the EDUCATION ONE Undergraduate Loan Program, and EDUCATION ONE Graduate Loan Program (collectively, the "Program") to assist students and parents in financing the cost of education at private elementary and secondary schools and at various institutions of higher education; and

WHEREAS, pursuant to agreements between Bank One and The First Marblehead Corporation ("FMC"), Bank One will originate loans conforming to the Program ("Loans"); and

WHEREAS, pursuant to such agreements between Bank One and FMC, FMC has agreed to purchase or to cause to be formed one or more special purpose business trusts or other entities (each an "SPE") to purchase promissory notes evidencing Loans following origination; and

WHEREAS, TERI is in the business of providing financial assistance in the form of loan guaranties to and on behalf of students enrolled in programs of education and their parents at TERI-approved schools; and

WHEREAS, Bank One is willing to make Loans to eligible Borrowers under the Program, and TERI is willing to guaranty the payment of principal and interest against the Borrowers' default or certain other events as more fully described below, in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS Bank One and TERI entered a Guaranty Agreement dated April 30, 2001 ("Old Guaranty Agreement"), and the parties wish to amend and restate the Old Guaranty Agreement by their entry into this Amended and Restated Guaranty Agreement to take effect as of the Conversion Date; and

WHEREAS the parties intend that this Amended and Restated Guaranty Agreement supersedes and replaces the Old Guaranty Agreement in its entirety and that the guaranty of any and all Loans for applications received under the Program on or after the Conversion Date, will be made under the terms and conditions of this Amended and Restated Guaranty Agreement and not under the Old Guaranty Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, TERI and Bank One agree as follows:

Section 1: DEFINITIONS

As used in this Agreement the following terms shall have the following meanings:

1.1 "Agent" shall mean State Street Bank & Trust Company, its successors and assigns, in its capacity as Agent under the Deposit and Security Agreement among TERI, said State Street Bank & Trust Company, Bank One, and The First Marblehead Corporation, of even date herewith, as amended.

1.2 "Borrower" shall mean the person, or all persons collectively, including all students, cosigners, co-borrowers, guarantors, endorsers, and accommodation parties, who execute a Promissory Note individually or, in the case of multiple Borrowers, severally and jointly, for the purpose of obtaining funds from Bank One under the Program.

1.3 "Conversion Date" means the date on which TERI begins accepting applications on the new application/promissory note forms attached hereto for program codes EOP1IM, EOTUDP, EOTUIM, EOTUIO, EOTGDF, and EOTCDF. That date shall be May 13, 2002, unless TERI notifies Bank One in writing prior to May 13, 2002, of a different date, which date shall in no event be later than May 27, 2002.

1.4 "Due Diligence" shall mean the utilization by Bank One of policies, practices and procedures in the origination, servicing and collection of Loans that comply with the standards set forth in the Program Guidelines and with the requirements of federal and state law and regulation.

1.5 "Guaranty Event" shall mean any of the following events:

a. failure of the Borrower to make monthly principal and/or interest payments on a Loan when due, provided such failure persists for a period of one hundred fifty (150) consecutive days,

         b.       the filing of a petition in bankruptcy with respect to the
                  Borrower, or

         c.       the death of the Borrower.

         For Loans on which the Borrower is two or more persons, none of the
         above, with the exception of paragraph b, is a Guaranty Event unless
         one or more such events shall have occurred with respect to all such
         persons. The foregoing notwithstanding, if a Borrower files a petition
         in bankruptcy pursuant to Chapter 7 of the U.S. Bankruptcy Code and
         does not seek a discharge of the affected Loan(s) under 11 U.S.C.
         ss.523(a)(8)(B) of the U.S. Bankruptcy Code, Bank One at TERI's request
         will withdraw its guaranty claim unless or until one of the other
         Guaranty Events shall have occurred with respect thereto.

1.6      "Loan" shall mean a loan of funds, including all disbursements thereof,
         made by Bank One under the Program.

1.7      "Note Purchase Agreement" means the amended and restated agreement of
         that name between Bank One and FMC dated as of May 1, 2002, as amended
         from time to time.

1.8      "Pledged Account" shall mean the account held by the Agent pursuant to
         the Deposit and Security Agreement dated April 30, 2001, among TERI,
         FMC, the Agent, and Bank One, as amended.

1.9      "Program Guidelines" shall mean the (i) Underwriting, Origination and
         Loan Term Guidelines for EDUCATION ONE K-12 Loan Program, EDUCATION ONE
         Undergraduate Loan Program, EDUCATION ONE Graduate Loan Program, and
         EDUCATION ONE Continuing Education Loan Program, a copy of which is
         attached hereto as Exhibit A; (ii) the TERI Servicing Guidelines, a
         copy of which is attached hereto as Exhibit B; and (iii) the Promissory
         Notes, and all changes thereto as provided in Section 7 hereof. The
         Program Guidelines are hereby incorporated in this Agreement by
         reference and made a part hereof.

1.10     "Promissory Note" shall mean a promissory note executed by a Borrower
         evidencing a Loan, on forms in the Program Guidelines attached hereto
         or as approved pursuant to Section 3.2 below.

Section 2: GUARANTEE OF LOANS

2.1 TERI hereby guarantees to Bank One, unconditionally except as set forth in Section 2.2 below, the payment of 100% of the principal of and accrued interest on every Loan as to which a Guaranty Event has occurred. "Accrued interest" shall mean interest accrued and unpaid to the date of payment in full by TERI, less any interest that shall have accrued after the filing of a claim for guaranty payment submitted to TERI by Bank One but before TERI shall have received all the documentation necessary to process the guaranty claim as set forth in the Program Guidelines. TERI will use all reasonable efforts to make payment on its guaranty within sixty (60) days, and will in any event make payment within ninety (90) days, of receipt of a demand from Bank One stating the

name of the Borrower and the type of Guaranty Event that has occurred accompanied by the full claim documentation required in the Program Guidelines.

2.2 TERI's guaranty is conditioned upon the following:

a. Bank One must have filed its claim for guaranty payment within the time period and following the procedures specified in the Program Guidelines.

b. Bank One and its predecessors in interest must at all times have exercised Due Diligence with respect to the Loan (or shall have cured any failure to exercise Due Diligence under the reinstatement provisions in Section 2.4 hereof and the Program Guidelines), and must have complied with all other material requirements of the Program Guidelines applicable to the Loan.

c. Bank One shall have paid to TERI the Initial Guaranty Fee (as defined in Section 3.3.a below) for the Loan in question, and shall have paid to the Agent, either directly or through its origination agent, any Subsequent Guaranty Fee (as defined in
Section 3.3.b below) for the Loan in question which is due and payable as provided in Section 3.3.b below.

d. TERI must have received from Bank One the original Promissory Note, or a lost note affidavit or other acceptable and admissible evidence of the Loan, enforceable against the Borrower (except as provided in this Section 2.2(d) and in
Section 2.3 below), endorsed to TERI in such manner as to transfer to TERI all rights in and title to such Promissory Note and Loan, and to Bank One's knowledge free and clear of all liens and encumbrances, and of all defenses, counterclaims, offsets, and rights of rescission that might be raised by the Borrower. Submission of a claim to TERI shall constitute Bank One's certification that the conditions of 2.2.b. and 2.2.d. have been met, and TERI is entitled to rely on such certification.

Subsections 2.2.b. and 2.2.d above notwithstanding, if a Loan submitted for guaranty was originated by TERI on behalf of Bank One pursuant to a Loan Origination Agreement between the parties, (i) TERI will not deny Bank One's guaranty claim on such Loan to the extent the basis for denial is a violation of the Program Guidelines, a violation of Massachusetts or federal law committed by TERI in the origination process, or a violation of other law that would have been avoided had TERI followed procedures for compliance with such law stipulated by Bank One pursuant to Section 8(b) of the Loan Origination Agreement, and (ii) TERI will have no recourse against Bank One in the event that TERI's actions or omissions in the origination process (other than (A) its use of certain forms to comply with law other Massachusetts or federal law, or (B) actions or omissions stipulated by Bank One pursuant to said Section 8(b) of the Loan Origination Agreement), shall have given rise to a defense in favor of the Borrower in a suit on the Promissory Note or Loan.

2.3 TERI's guaranty obligation with respect to any Loan shall not be terminated or otherwise affected or impaired (i) by Bank One's granting an extension to the Borrower of time to make scheduled payments, or by any other indulgence Bank One may grant to the Borrower, provided that all extensions and other indulgences meet the forbearance standards and other requirements of the Program Guidelines; or, Section 2.2.d above notwithstanding, (ii) because of any fraud in the execution of the Promissory Note, (iii) because of any illegal or improper acts of the Borrower, (iv) because the Borrower may be relieved of liability for such Loan due to lack of contractual capacity or any other statutory exemption.

2.4 If TERI properly denies Bank One's claim on any Loan on the grounds of Due Diligence deficiencies, Bank One may thereafter require that TERI reinstate the guaranty of such Loan if (a) Bank One corrects such deficiencies and receives three (3) consecutive full on-time monthly payments from the Borrower, according to any schedule permitted by the Program Guidelines, and if at the time of Bank One's request the Borrower is within sixty (60) days of being current on all principal and interest payments on such Loan, or (b) Bank One satisfies any other method of cure set forth in the Program Guidelines.

2.5 TERI's guaranty hereunder is a continuing and absolute guaranty of payment and not merely of collection, covering Loans made in accordance herewith either (i) prior to termination of this Agreement, or (ii) based upon applications received by Bank One prior to such termination; and shall not affect TERI's obligations to Bank One then existing, whether direct or indirect, absolute or contingent, then due or thereafter to become due.

2.6 TERI agrees not to exercise any right of subrogation, reimbursement, indemnity, contribution or the like against the Borrower of any Loan unless and until all TERI's obligations under this Agreement with respect to such Loan have been satisfied in full, except to the extent that it is deemed a valid claimant as a contingent creditor, for example, under Title 11 of the United States Code (the "Bankruptcy Code"), or applicable state law.

2.7 During the term of this Agreement, TERI agrees to adhere to Bank One Information Security Standards attached hereto as Exhibit E. Notwithstanding any other provision of this Agreement, TERI shall permit Bank One to audit its operations for compliance with the Information Security Standards, upon reasonable notice from Bank One.

2.8 TERI will permit Bank One, any duly designated representative of Bank One, or any governmental body having jurisdiction over Bank One (subject to written notice being provided to TERI by Bank One identifying the requesting party and the date of the review), to examine and audit TERI's books and records, systems, controls, processes and procedures related to the Loans, at any time during TERI's regular business hours, provided that in the case of examinations by Bank One or its representative absent good cause (i) TERI must be given ten (3) business days' prior written notice and,
(ii) no more than two such audits may be conducted with respect to any twelve-month period or will take place in any twelve-month period. In no event will any audit be performed during

         July, August, September, or October in any year except at the request
         of a regulatory authority having jurisdiction over Bank One. Regulatory
         agencies can have access to TERI's books and records, systems,
         controls, processes and procedures when they deem necessary without
         prior notice. TERI will also provide Bank One with a copy of its
         audited financial statement or other third party audits within ten (10)
         days of same becoming available. Notwithstanding any other provision of
         this Agreement, TERI shall permit Bank One to audit its operations for
         compliance with the Information Security Standards, upon reasonable
         notice from Bank One.

2.9      If TERI should violate any material term of this Agreement, it will be
         liable to Bank One for all loss, cost, damage, and expense sustained by
         Bank One as a result. TERI will indemnify Bank One and hold it harmless
         from and against any loss, cost, damage and expense that Bank One may
         suffer as a result of claims arising out of TERI's actions or omissions
         relative to Bank One's participation in the Program. "Expense"
         includes, without limitation, Bank One's reasonable attorney's fees.
         TERI will further indemnify Bank One and hold it harmless from and
         against any claim brought against Bank One by any Borrower or third
         party based on actions or omissions of Bank One that were consistent
         with the Program Guidelines. The foregoing notwithstanding, TERI will
         not be liable to Bank One under any provision of this Agreement for
         special or consequential damages including but not limited to lost
         profits, even if advised in advance of the possibility of such damages,
         or for exemplary or punitive damages, provided that such exclusions
         shall not apply to the indemnification against an award of such damages
         pursuant to a third party claim.

2.10     Although Bank One agrees not to use any loan servicer not approved by
         TERI, Bank One acknowledges that TERI's approval of a servicer is in no
         way an endorsement of such servicer and that TERI shall have no
         liability to Bank One for any losses arising from such servicer's
         failure to comply with Due Diligence or the Program Guidelines or
         applicable law, nor shall TERI be required to honor any claim submitted
         by such servicer if the claim does not comply with the requirements of
         this Agreement.

2.11.    This Amended and Restated Guaranty Agreement supersedes and replaces
         the Old Guaranty Agreement and all amendments thereto in their entirety
         and the guaranty of any Loans for which applications are received on or
         after the Conversion Date will be made under the terms and conditions
         of this Amended and Restated Guaranty Agreement and not under the Old
         Guaranty Agreement; provided, however, that the Third Amendment to
         Program Agreements, dated November 1, 2001, remains in full force and
         effect. The Old Guaranty Agreement shall continue to govern the
         guaranty of Loans for which applications are received prior to the
         Conversion Date.

Section 3: OBLIGATIONS OF THE LENDER

3.1 In originating, servicing, disbursing, and collecting Loans, Bank One will comply, and cause its servicer and others acting on its behalf to comply with all applicable requirements of federal and state laws and regulations.

3.2 Bank One will use Promissory Notes, Loan applications, disclosure statements, and other forms to which the parties may agree from time to time in written, faxed, or e-mailed communications or documents. The forms of application and Promissory Note attached as part of the Program Guidelines, and the form of disclosure statement attached hereto as part of the Program Guidelines, are agreed to be satisfactory to both parties. Without limiting the generality of Section 3.1, Bank One warrants the conformity of such instruments and any agreed successors thereto with all applicable and material legal requirements, other than those of federal and Massachusetts law and regulation.

3.3 Bank One will pay a guaranty fee for each Loan (the "Guaranty Fee") as follows:

a. At the time of each disbursement of the Loan, Bank One will promptly remit to TERI [**] percent ([**]%) of the principal amount of Loan disbursed (the "Initial Guaranty Fee").

b. At such times as are set forth in Schedule 3.3 attached hereto and incorporated herein by reference, Bank One will remit to the Agent, or cause TERI as originating agent to remit to the Agent, for deposit in the Pledged Account, such additional fees as are set forth in Schedule 3.3 ("Subsequent Guaranty Fee"). In the event that a Guaranty claim is made with respect to a Loan before a Subsequent Guaranty Fee is scheduled to be paid by Bank One, for such Loan, the Subsequent Guaranty Fee shall become immediately due and payable. In the event that a loan is prepaid in full prior to the date that a Subsequent Guaranty Fee is scheduled to be paid Bank One for such Loan, the Subsequent Guaranty Fee shall nevertheless become due and payable at the time that would have applied if such prepayment had not occurred. For example, if a Subsequent Guaranty Fee is due at the time of a Securitization Transaction and a Loan is prepaid before it is eligible for Securitization, then the Subsequent Guaranty Fee with respect to such Loan shall become due at the first Securitization Transaction when such Loan would have been eligible for inclusion, had prepayment not occurred.

c. Anything in the Program Guidelines to the contrary notwithstanding, if Bank One is required under the terms of a Promissory Note to refund all or part of the fees collected from the Borrower, all or part of which are used to pay the Guaranty Fee, to a Borrower, TERI will refund all or part of the Initial Guaranty Fee and the Agent will refund all or part of any Subsequent Guaranty Fee it has received to Bank One upon being so advised in writing.

Failure to remit a Guaranty Fee within thirty (30) days of the time set forth above will not be a breach of this Agreement but will vitiate TERI's guaranty of the Loan concerned.

3.4 If TERI shall have purchased a Loan due to the occurrence or alleged occurrence of a Guaranty Event described in Section 1.5.a and/or 1.5.b above, Bank One will promptly repurchase such Loan from TERI, (i) if TERI succeeds, after purchase, in obtaining from the Borrower three full consecutive on-time monthly payments, according to any schedule permitted by the Program Guidelines, provided that on the date of TERI's notice

to repurchase, the Borrower is within thirty (30) days of being current on his or her payments on such Loan; provided that this repurchase obligation may be invoked by TERI only once as to any Loan; or (ii) subject to Section 2.3 and the last sentence of 2.2 above, if TERI should determine that the Loan does not meet the conditions set forth in subsections (b), (c) and (d) of Section 2.2 above.

3.5 All to the extent permitted by applicable law, Bank One will deliver to TERI such reports, documents, and other information concerning the Loans as Bank One receives from TERI in its capacity as originator of the Loan and from the Servicer and permit independent auditors or authorized representatives of TERI, and permit governmental agencies, if any, having regulatory authority over TERI, to have access to the operational and financial records and procedures directly applicable to Loans and to Bank One's participation in the Program.

3.6 If Bank One should violate any material term of this Agreement, it will be liable to TERI for all loss, cost, damage, and expense sustained by TERI as a result. Bank One will indemnify TERI and hold it harmless from and against all loss, cost, damage, and expense that TERI may suffer as a result of claims arising out of Bank One's actions or omissions relative to Bank One's participation in the Program unless such actions or omissions are in compliance with this Agreement. Bank One will similarly indemnify TERI with respect to any defenses arising from Bank One's violation of or failure to comply with any material law, regulation, or order, or any term of this Agreement, that may be raised by a Borrower to any suit upon a Promissory Note or Loan. "Expense" includes, without limitation, TERI's reasonable attorney's fees. The foregoing notwithstanding, Bank One will not be liable to TERI under any provision of this Agreement for special or consequential damages including but not limited to lost profits, even if advised in advance of the possibility of such damages, or for exemplary or punitive damages, provided that such exclusions shall not apply to the indemnification against an award of such damages pursuant to a third party claim.

Section 4: INTENTIONALLY OMITTED

Section 5: REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that its execution, delivery and performance of this Agreement are within its power and authority, have been authorized by proper proceedings, and do not and will not contravene any provision of law or such party's organization documents or by-laws or contravene any provision of, or constitute an event of default or an event which, with the lapse of time or with the giving of notice or both, would constitute an event of default, under any other agreement, instrument or undertaking by which such party is bound. Each party represents and warrants that it has and will maintain in full force and effect all licenses required under applicable state, federal, local or other law for the conduct of all activities contemplated by this Agreement and comply with all requirements of such applicable law relative to its licenses and the conduct of all activities contemplated by this Agreement. This Agreement and all of its terms and provisions are and shall remain the legal and binding

obligation of the parties, enforceable in accordance with its terms subject to bankruptcy and insolvency laws. The warranties given herein shall survive any termination of this Agreement.

5.2 The parties acknowledge that TERI is not an insurer or reinsurer and Bank One expressly waives all claims it might otherwise have under applicable law were TERI to be held by any court or regulatory agency to be acting as an insurer or reinsurer hereunder. The only obligations of TERI to Bank One shall be those expressly set forth herein.

Section 6: MISCELLANEOUS

6.1 Neither party is or will hold itself out to be the agent, partner, or joint venturer of the other party with regard to any transaction under or pursuant to this Agreement.

6.2 Each party's respective rights, remedies, powers, privileges, and discretions ("Rights and Remedies") shall be cumulative and not exclusive. No delay or omission by either party in exercising or enforcing any of its Rights and Remedies shall operate as to constitute a waiver of them. No waiver by a party of any default under this Agreement shall operate as a waiver of any subsequent or other default under this Agreement. No single or partial exercise by a party of any of its Rights and Remedies shall preclude the other or further exercise of such Rights and Remedies. No waiver or modification by a party of the Rights and Remedies on any one occasion shall be deemed a continuing waiver. A party may exercise its various Rights and Remedies at such time or times and in such order of preference as it in its sole discretion may determine.

6.3 This Agreement represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement, together with any contemporaneous contract concerning credit analysis or other loan origination functions, supersedes all prior communications whatsoever between the parties relative in any way to Loans or Bank One's participation in the Program. This Agreement may be modified only by written agreement of the parties hereto, except as may otherwise be set forth herein.

6.4 Any determination that any provision of this Agreement is invalid, illegal, or unenforceable in any respect shall not affect the validity, legality, or enforceability of such provision in any other instance and shall not affect the validity, legality, or enforceability of any other provision of this Agreement.

6.5 Throughout the term of this Agreement, TERI shall maintain a disaster recovery plan and the capacity to execute such plan. On an annual basis, and upon request by Bank One, TERI shall provide Bank One with an executive summary of TERI's most current disaster recovery plan and a detailed description of the disaster recovery plan test results. Upon the occurrence of any disaster requiring use of TERI's disaster recovery plan, TERI shall promptly notify Bank One of same, and TERI shall provide to Bank One equal access as TERI's other customers in the provision of the Services contemplated by this Agreement. Bank One shall forward to TERI a copy of any disaster recovery plan provided to Bank One by the servicer or any notice of the occurrence of a disaster by the

servicer, consistent with the permission granted in the agreement between Bank One and the servicer to provide such information to TERI. Subject to the foregoing, no party hereto shall be responsible for, or in breach of this Agreement if it is unable to perform as a result of delays or failures due to any cause beyond its control, howsoever arising, and not due to its own act or negligence and that cannot be overcome by the exercise of due diligence. Such causes shall include, but not be limited to, labor disturbances, riots, fires, earthquakes, floods, storms, lightning, epidemics, wars, civil disorder, hostilities, expropriation or confiscation of property, failure or delay by carriers, interference by civil and military authorities whether by legal proceeding or in fact and whether purporting to act under some constitution, decree, law or otherwise, acts of God and perils of the sea.

6.6 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof.

6.7 This Agreement will be binding on the parties' respective successors and assigns. It may not be assigned by either party without the other's written consent, which will not be unreasonably withheld, provided that: (a) Bank One may assign any Loan, together with the provisions hereof as applicable to such Loan, to FMC or any SPE; and (b) TERI may sub-contract any administrative obligations necessary or convenient to TERI to perform its obligations hereunder to FMC or any subsidiary or affiliate of FMC, so long as such sub-contractor shall be obligated to comply with this Agreement and so long as TERI is not relieved of any obligation as result of the sub-contracting; and (c) Bank One may assign its rights and obligations under this Agreement to any of its Affiliates that is a national banking association or state-chartered bank having the legal power and right under applicable law (including, without limitation, usury law in the State where it is located) to make educational loans conforming to the Program Guidelines to borrowers located in all states and territories of the United States.

6.8 Notice for any purpose hereunder may be given by any means requiring receipt signature, or by facsimile transmission confirmed by first class mail.

6.9 Notice for any purpose hereunder may be given by any means requiring receipt signature, or by facsimile transmission confirmed by first class mail. In the case of TERI, notices should be sent to its President, and if by fax, to (617) 451-9425, or to its Senior Vice President-Loan Programs, Fax No. (617) 422-8880. In the case of Bank One, notices should be sent to the following:

Bank One, N.A.
Myra Busch Goetz
Vice President
1111 Polarais Parkway
OH1-0246
Columbus, OH 43240
Fax No.: 614 217-5781

With a copy to:

         Education One Group
         11100 USA Parkway
         Indianapolis, Indiana 46038
         Attn: Joseph F. Sergi
         Fax No.: 317-578-6082

         Either party may from time to time change the person, address or fax
         number for notice purposes by formal notice to the other party.

6.10     The name of EDUCATION ONE and the loan product designated as EDUCATION
         ONE shall at all times be the sole property of Bank One, subject to any
         license granted by Bank One, and TERI shall acquire no interest in such
         name by virtue of this Agreement. During the term of this Agreement,
         however, Bank One shall use the EDUCATION ONE trademark and service
         mark only for Loans guaranteed hereunder.

6.11     This Agreement contains the entire understanding of the parties
         relating to this subject matter. It will be binding on and inure to the
         benefit of the parties' respective successors and assigns, provided
         that it may not be assigned by either party without the other's prior
         consent. Bank One may assign its interests in this Agreement (i) as it
         concerns any Loan originated hereunder, to any entity to which it
         assigns such Loan permissibly under the Guaranty Agreement, or (ii) to
         any of its affiliates or subsidiaries without consent; however, Bank
         One must notify TERI, in writing, of the assignment at least thirty
         days prior to the transfer.

6.12     TERI recognizes and hereby expressly agrees that this Agreement in no
         way prohibits Bank One from making education loans not guaranteed
         hereunder so long as, during the term of this Agreement, such loans are
         not marketed or made under the EDUCATION ONE trademark and service
         mark. Subject to such trademark and service mark restriction, Bank One
         retains the ability to contact, negotiate terms with, and enter into
         contracts with any other third party, including any competitor of TERI,
         at any time, without notice to TERI, and without incurring liability
         therefor.

6.13     Each party's respective rights, remedies, powers, privileges, and
         discretion's ("Rights and Remedies") will be cumulative and not
         exclusive. No delay or omission by either party in exercising or
         enforcing any of its Rights and Remedies will operate as or constitute
         a waiver of them. No waiver by a party of any default under this
         Agreement will operate as a waiver of any subsequent or other default
         under this Agreement. No single or partial exercise by a party of any
         of its Rights and Remedies will preclude the other or further exercise
         of such Rights and Remedies. No waiver or modification by a party of
         the Rights and Remedies on any one occasion will be deemed a continuing
         waiver. A party may exercise its various Rights and Remedies at such
         time or times and in such order of preference as it in its sole
         discretion may determine.

6.14     This Agreement may be modified only by written agreement of the parties
         hereto, except as may otherwise be set forth herein.

6.15     If any provision of this Agreement is declared or found to be illegal,
         unenforceable or void, then both parties shall be relieved of all
         obligations arising under such provision, but only to the extent that
         such provision is illegal, unenforceable or void, it being the intent
         and agreement of the parties that this Agreement shall be deemed
         amended by modifying such provision to the extent necessary to make it
         legal and enforceable while preserving its intent or, if that is not
         possible, by substituting therefor another provision that is legal and
         enforceable and achieves the same objective.

6.16     Should TERI outsource or subcontract some or all of its administrative
         functions, no such outsourcing or subcontracting shall relieve TERI of
         it obligations under this Agreement. TERI will advise Bank One in
         writing of any outsourcing or subcontracting that would alter the
         manner in which, or the person(s) to whom, communications concerning
         originations should be made.

6.17     TERI shall not use any trade name, trademark, service mark, or any
         other information which identifies Bank One or EDUCATION ONE in TERI's
         sales, marketing, publicity activities, including but not limited to,
         interview with representatives of any written publication, television
         station or network, or radio station or network, without the prior
         written consent of Bank One Corporate Communication Department or a
         designated agent of Bank One.

Section 7: CHANGES TO PROGRAM GUIDELINES

The parties agree that the Program Guidelines will need to be updated and modified to respond to changed conditions from time to time. The parties intend to make such modifications in a manner that does not interfere with the ordinary advertising and origination cycle for education loans. Amendments necessary to meet state or federal regulatory requirements may be made at any time. With respect to all other changes, the parties shall exchange requests for modification of the Program Guidelines, including without limitation any requested changes to the provisions of the Program Guidelines concerning the Guaranty Fees, in the first part of the first calendar quarter of each year. Each party shall respond in writing to proposals from the other within 30 days, in writing, and both parties will attempt to resolve any differences within 30 days after receiving a response to a request. All modifications must be mutually acceptable. Any modifications approved by the parties and not requiring system adjustments by Bank One's loan servicer shall take effect within thirty (30) days after approval. Modifications requiring system adjustments by Bank One's loan servicer shall take effect as soon after approval as such servicer shall be able to adjust its systems to accept loans made on the modified terms. The parties shall use their best efforts to conclude all negotiations of proposed changes prior to May 1 of each year. The foregoing process shall not apply to modification of the Servicing Guidelines, which are subject to a modification process contained therein. Notwithstanding the foregoing, with respect to modification of note forms, applications, and related materials for prescreened marketing or other marketing campaigns, the parties may agree to supplemental forms and procedures as often as they desire. Upon approval of such forms in writing (which may include a fax or an email) by Bank One such additional forms and procedures shall be subject to the representation and warranty contained in
Section 3.2 of this Agreement.

Section 8: TERM AND TERMINATION

8.1 The initial term of this Agreement shall commence on the Conversion Date, and shall continue through April 30, 2004. Thereafter, this Agreement shall automatically renew for successive two-year terms unless either party provides written notice of non-renewal and termination not less than ninety (90) days prior to the end of the then-current term.

8.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 7, above, the party proposing the modification shall have the option of terminating this Agreement by providing written notice of termination to the other party. Such termination will be effective on the following May 1.

8.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, this Agreement will be deemed terminated thereupon immediately without the need of notice from the other party, and the party becoming subject to such proceedings will promptly notify the other party thereof.

8.4 Any controversy or claim between the parties arising from or in connection with this Agreement or the relationship of the parties under this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, and whether arising before or after the termination of this Agreement ("Dispute") shall be resolved as follows:
(1) Upon written request of either party, the parties will each appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such Dispute.
(2) The designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding.
(3) Arbitration proceedings for the resolution of a Dispute may not be commenced until the earlier of (i) when the designated representatives conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) the expiration of the thirty (30) day period immediately following the initial request to negotiate the Dispute.

8.5 The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy or claim arising out of or relating to this Agreement, or the breach of the same, shall be settled through consultation and negotiation in good faith and a spirit of mutual cooperation under Section 8.4. However, if those attempts fail, the parties agree that any misunderstandings or disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, upon request by either party, in New York, New York, before one (1) arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the terms of the Commercial Arbitration Rules of the AAA, and, to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). The arbitrator shall be required to make detailed

findings of fact and conclusions of law. Notwithstanding anything herein to the contrary, either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time.

8.6 If either party is in breach hereof, the other may terminate this agreement upon thirty (30) days' written notice, unless the breach is cured within that thirty-day period. If the breach is governed by
Section 6.5 herein ("Force Majeure"), the 30-day cure period will be extended day-for-day by the number of days, not to exceed 60, that the party is prevented from performing by circumstances beyond its reasonable control.

8.7 Termination shall be prospective only and shall not affect the obligations of the parties hereto, which were incurred prior to such termination or any of the warranties and indemnities contained herein or the provisions of Section 9 below (regarding confidentiality). In no event shall Bank One be entitled to sue for specific performance of this Agreement by TERI with respect to the guaranty of Loans other than those as to which a binding commitment shall have been made prior to the sending of notice of termination of this Agreement.

Section 9: CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

9.1 TERI and Bank One each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. Without limiting the foregoing, TERI may disclose any of Bank One's Confidential Information to any entity to which TERI subcontracts its obligations under this Agreement pursuant to Section 6.7(b) hereof.

9.2 In accordance with the provisions of Title V of the Gramm-Leach-Bliley Act (the "GLB Act") and Federal Reserve Board Regulation P ("Regulation P"), TERI agrees to respect and protect the security and confidentiality of any "nonpublic personal information" (as defined in the GLB Act and Regulation P) relating to applicants for Loans and to Borrowers, including, where applicable, the restrictions on the re-use and disclosure of such information set forth in the GLB Act and Regulation P.

9.3 Without limiting the foregoing, TERI may retain as its own property and use for any lawful purpose any or all aggregated or de-identified data concerning Loan applicants and Borrowers which does not include the name, address or social security number of the Loan applicants or Borrowers. TERI may sell, assign, transfer or disclose such information to third parties including, without limitation, FMC, who may also use such information for any lawful purpose.

9.4 Both TERI and Bank One have made and will continue throughout the term of this Agreement to make available to the other party confidential and proprietary materials and information ("Proprietary Information"). Prospectively, each party shall advise the other of material and information that is confidential and/or proprietary. All material and information provided by either party to the other relating to the business, policies, procedures, customs, forms, customers and strategies of the providing party or any of its affiliates, including information previously divulged or delivered to the other party regarding the aforementioned subject matter is hereby designated as confidential and proprietary and shall be considered to be Proprietary Information. It is understood that the obligations set forth in this
Section do not apply to materials or information that: (i) are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; (ii) subsequent to disclosure hereunder are lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (iii) are generally furnished to others by the disclosing party without restriction on disclosure; (iv) were already known by the receiving party prior to receiving them from the disclosing party and were not received from a third party in breach of that third party's obligations of confidentiality; or (v) are independently developed by the receiving party without the use of Proprietary Information of the disclosing party.

9.5 Each party shall maintain the confidentiality of the other party's Proprietary Information and will not use or disclose such Proprietary Information without the prior written consent of the other party. Notwithstanding the foregoing, either party may disclose the other's Proprietary Information to its affiliates, agents, and other third parties on a need-to-know basis, provided that such parties are under a similar obligation to maintain the confidentiality of such Proprietary Information.
9.6 Further, each party may disclose the other's Proprietary Information in a judicial or quasi-judicial proceeding when required to do so by law when responding to a subpoena, deposition notice or similar judicial or governmental demand; in such situations, however, the party being requested to disclose the other's Proprietary Information shall endeavor to provide notice to the other party whereby the other party may intervene in the proceeding, if it wishes, and endeavor to prevent such disclosure. Additionally, each party may disclose the other's Proprietary Information to the various regulatory agencies having jurisdiction over the disclosing party.

9.7 Notwithstanding any contrary provision of this Agreement, as long as each party protects the Proprietary Information of the other, neither the exposure to the other party's Proprietary Information, nor its ownership of work products, shall prevent either party from using ideas, concepts, expressions, know-how, skills and experience possessed by either party prior to its association with the other party or developed by either party during its association with the other party, so long as the Proprietary Information of the other party is not used.

9.8 All capitalized terms used in this subsection and not otherwise defined shall have the meanings set forth in the Federal "Privacy of Consumer Financial Information" Regulation (12 CFR Part 40), as amended from time to time (the "Privacy Regulation"),

issued pursuant to Section 504 of the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.). The parties acknowledge that the Privacy Regulation governs disclosures of nonpublic personal information about consumers.

a. TERI hereby represents and warrants as follows with respect to any Nonpublic Personal Information released to TERI by Bank One

(A) TERI controls access to the network on which any such Nonpublic Personal Information is stored, through the compliance with and utilization of its information security measures which restrict access; and

(B) TERI's information security measures are consistent with Bank One's Information Security Standards, a copy of which are attached hereto as Exhibit E.

b. TERI hereby agrees that it shall:

(A) Comply with the terms and provisions of the Privacy Regulation, including, without limitation, the provisions regarding the sharing of Nonpublic Personal Information (as defined in the Privacy Regulation);

(B) Not disclose or use any Nonpublic Personal Information that it obtains from Bank One except to carry out the purposes for which Bank One provided such Nonpublic Personal Information, or as otherwise permitted by the Privacy Regulation and other applicable laws;

(C) Comply with Bank One's Information Security Standards;

(D) Not make any changes to its security measures that would increase the risk of an unauthorized access; and

(E) Not disclose any Nonpublic Personal Information disclosed to TERI by Bank One to any other entity, except as follows:

(1) To Bank One's Affiliates, with the prior consent of Bank One.

(2) To TERI's affiliates, provided, that its affiliates may, in turn, disclose and use the information only to the extent that TERI may disclose and use the information;

(3) To an unaffiliated third party, in the ordinary course of business in order to carry out the activity for which the information was disclosed to TERI pursuant to one of the following exceptions to the Privacy Regulation:

(i) as necessary to effect, administer or enforce a transaction that a consumer requests or authorizes;

(ii) in connection with servicing or processing a financial product or service that a consumer requests or authorizes, or maintaining or servicing the consumer's account with Bank One;

(iii) with the consent or at the direction of the consumer; or

(iv) to protect the confidentiality or security of Bank One's records pertaining to the consumer, service, product or transaction; to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability; for required institutional risk control; for resolving consumer disputes or inquiries; to persons holding a legal or beneficial interest relating to the consumer, or acting in a fiduciary or representative capacity on behalf of the consumer; to provide information to insurance rate advisory organizations, guaranty funds or agencies, or Bank One's attorneys, accountants and auditors; to the extent specifically permitted or required under other provisions of law, to law enforcement agencies, a state insurance authority, self-regulatory organizations or for an investigation on a matter related to public safety; to a consumer reporting agency in accordance with the Fair Credit Reporting Act; to comply with Federal, State or local laws, rules and other applicable legal requirements, or a properly authorized civil, criminal or regulatory investigation, or subpoena or summons; or to respond to judicial process or government regulatory authorities having jurisdiction over Bank One for examination, compliance or other purposes as authorized by law.

c. At any time, upon Bank One's request, TERI shall return to Bank One all Nonpublic Personal Information in its possession to which it is not entitled in its capacity as guarantor or owner of the loan. TERI agrees that money damages would not be a sufficient remedy for any breach of this Section and that Bank One shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section by TERI. Such remedy shall not be the exclusive remedy for any breach of this Section, but shall be in addition to all other rights and remedies available to Bank One at law or in equity. Finally, Bank One shall be under no obligation to take any action which, within Bank One's reasonable judgment, would constitute a violation of the Privacy Regulation or its internal privacy policies.

                  d.       TERI shall permit Bank One to audit its operations
                           for compliance with Bank One's Information Security
                           Standards, upon reasonable notice from Bank One.

                  e.       Notwithstanding any other term to the contrary
                           contained herein, this Section regarding Privacy of
                           Consumer Financial Information shall survive any
                           termination, cancellation, expiration and/or
                           rescission of this Agreement.

9.9      Nothing herein will be construed to prohibit TERI from making, during
         or after the term of this Agreement, any use or disclosure of
         information concerning applicants or Borrowers so long as the identity
         of the applicant or Borrower, and the identity of Bank One as the
         lender, cannot be discerned by any third party to which such disclosure
         is made. Without limitation of the foregoing, TERI will be free to sell
         to The First Marblehead Corporation statistical abstracts of
         de-identified data based on the Loans guaranteed under this Agreement.

9.10     This Agreement may be executed in counterparts, all of which taken
         together shall constitute one and the same instrument.

Section 10: INSURANCE

TERI shall maintain insurance coverage of the types and in the amounts as set forth in Exhibit F.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

IN WITNESS WHEREOF, TERI and Bank One have caused this instrument to be executed by their duly authorized officers under seal as of the day and year indicated above.

THE EDUCATION RESOURCES             BANK ONE, NATIONAL ASSOCIATION
INSTITUTE, INC.

By: /Ann S. Coles/                  By:  /Myra Busch Goetz/
    --------------------------           --------------------------------------

Print Name: Ann S. Coles            Print Name: Myra Busch Goetz
            ------------------                  -------------------------------

Title: Acting President             Title: Vice President, Education Lending
       -----------------------             ------------------------------------

Exhibit           A: Underwriting, Origination and Loan Term Guidelines for
                  EDUCATION ONE K-12 Loan Program, EDUCATION ONE Undergraduate
                  Loan Program, EDUCATION ONE Graduate Loan Program, and
                  EDUCATION ONE Continuing Education Loan Program

Exhibit B:        TERI Servicing Guidelines

Exhibit C:        Forms of Application and Promissory Note

Exhibit D:        Form of Truth-in-Lending Disclosure

Exhibit E:        Bank One Information Security Standards

Exhibit F:        Insurance Requirements


Schedule 3.3:     TERI Guaranty Payment Structure by Product

EXHIBIT A

UNDERWRITING, ORIGINATION AND LOAN TERM GUIDELINES FOR EDUCATION ONE K-12
LOAN PROGRAM, EDUCATION ONE UNDERGRADUATE LOAN PROGRAM, EDUCATION ONE
GRADUATE LOAN PROGRAM, AND EDUCATION ONE CONTINUING EDUCATION LOAN PROGRAM

[**]

EXHIBIT B

TERI SERVICING GUIDELINES

[**]

EXHIBIT C

FORMS OF APPLICATION AND PROMISSORY NOTE

[**]

EXHIBIT D

FORM OF TRUTH-IN-LENDING DISCLOSURE

[**]

EXHIBIT E

BANK ONE INFORMATION SECURITY STANDARDS

[**]

EXHIBIT F

INSURANCE REQUIREMENTS

[**]

SCHEDULE 3.3

TERI GUARANTY PAYMENT STRUCTURE BY PRODUCT

[**]

AMENDMENT dated November 1, 2002 to the
GUARANTY AGREEMENT

between
THE EDUCATION RESOURCES INSTITUTE, INC.
and
BANK ONE, N.A.

This Amendment Agreement is entered into as of the 1st day of November, 2002 by and between Bank One, N.A. (the "Lender"), and The Education Resources Institute, Inc. ("TERI") with regard to the Guaranty Agreement between the Lender and TERI executed on April 18, 2002 (the "Guaranty Agreement").

WHEREAS, pursuant to the terms of the Guaranty Agreement, TERI provides guaranties of education loans made by the Lender; and

WHEREAS, TERI and Lender desire to improve the customer service, collection strategies and pricing that they offer to borrowers; and

WHEREAS, such improvements are only possible through the reasonably prudent management of the risks imposed on TERI as a guarantor of borrowers under the Guaranty Agreement, which necessitates the provision of regular and complete loan performance information to TERI by Lender; and

WHEREAS, as a loan guarantor, TERI is permitted under Regulation P of the Federal Reserve Board and other applicable law to receive and process such information on its own authority and not merely as a delegate or agent of Lender.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed as follows:

1. The following paragraph will be added to Section 3.5 of the Guaranty Agreement:

LENDER will cause its loan servicer to provide a monthly report containing the information set forth on Exhibit B hereto at TERI's expense; TERI shall arrange directly with the loan servicer to receive the report and negotiate any necessary fee. Any other reporting or information shall be provided upon TERI's agreement to reimburse LENDER or its servicer for its incremental cost of such report.

2. A new Exhibit B will be added to the Guaranty Agreement, which shall read as set forth in Exhibit B attached hereto.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

THE EDUCATION RESOURCES                     BANK ONE, N.A.
INSTITUTE, INC.


By: /Lawrence W. O'Toole/                   By: /Myra Busch Goetz/
    ----------------------------                ----------------------------
Name:    Lawrence W. O'Toole                Name:    Myra Busch Goetz
         -----------------------                     -----------------------
Title: President                            Title: Vice President
       -------------------------                     -------------------------

EXHIBIT B

SERVICER DATA REQUIREMENTS

[**]

EXTENSION AGREEMENT

This Extension Agreement ("Agreement") is entered into by and among Bank One, National Association, ("Bank One"), The First Marblehead Corporation, a Delaware Corporation ("FMC"), and The Education Resources Institute, Inc. ("TERI"), a Massachusetts not-for-profit corporation, and amends the Education One Loan Program Agreements (as hereinafter defined). This Agreement is dated as of November 1, 2002.

WITNESSES

WHEREAS, FMC and Bank One have entered into that certain Amended and Restated Note Purchase Agreement dated as of May 1, 2002 (the "NPA"); and

WHEREAS, Bank One and TERI have entered into that certain Amended and Restated Guaranty Agreement dated as of April 18, 2002 and effective as of the Conversion Date (as defined therein) (the "Guaranty Agreement"); and

WHEREAS, Bank One and TERI have entered into that certain Amended and Restated Loan Origination Agreement dated as of May 1, 2002 (the "LOA"); and

WHEREAS, the NPA, Guaranty Agreement and LOA are hereinafter referred to as the "Education One Loan Program Agreements."

NOW THEREFORE, in consideration of these presents and the covenants contained herein, the parties hereto hereby agree as follows:

1. NPA EXTENSION.

(a) The term of the NPA is hereby extended by amending the second paragraph of Section 10.01 to read as follows:

"Provided that the Guaranty Agreement remains in effect, this Agreement shall remain in full force and effect to and including April 30, 2007, and thereafter shall renew for additional one year terms unless either party gives written notice of termination at least 60 days prior to the then-effective expiration date."

(b) The first clause in the last sentence of section 2.01 is amended to read:

"For the first six (6) years of this Agreement,"

2. EXTENSION OF GUARANTY AGREEMENT. TERI and Bank One agree that the Guaranty Agreement is hereby extended by amending the first sentence of Section 8.12 to read:

"The initial term of this Agreement shall commence on the Conversion Date, and shall continue through April 30, 2007."

3. LOA. Bank One and TERI agree that LOA requires no further amendment, as it is coterminous with the Guaranty Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the date above first written.

BANK ONE, NATIONAL ASSOCIATION

THE EDUCATION RESOURCES INSTITUTE, INC.

THE FIRST MARBLEHEAD CORPORATION

AMENDMENT
to
PROGRAM AGREEMENTS

BANK ONE, N.A.
(EDUCATION ONE LOAN PROGRAM)

This Amendment is entered into as of the 1st day of April, 2003 by and between Bank One, N.A., (the "Lender"), The First Marblehead Corporation ("FMC"), and The Education Resources Institute, Inc. ("TERI") with regard to the Guaranty Agreement between Lender and TERI dated May 13, 2002 (the " Guaranty Agreement"), the Loan Origination Agreement between the same parties dated May 13, 2002 (the "Loan Origination Agreement") and a Note Purchase Agreement between Lender and FMC dated May 1, 2002. Capitalized terms used herein without definition have the meaning set forth in the Guaranty Agreement.

WHEREAS, TERI, FMC and Lender desire to adopt new program terms for the 2003-2004 program year;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed as follows:

1. PRICING. TERI and the Lender hereby amend and restate Schedule 3.3 to the Guaranty Agreement by adopting the Schedule 3.3 attached hereto as Exhibit A.

2. PROGRAM GUIDELINES. TERI and the Lender hereby amend and restate the Program Guidelines by adopting the Program Guidelines attached hereto as Exhibit B1. Differences between the new and old Program Guidelines are shown in blackline in Exhibit B2. Promissory notes and the Truth-in-Lending Disclosure for program year 2003-04 for the Education One program shall be agreed to by the parties in separate writings (which may take the form of e-mail correspondence).

3. PURCHASE PRICE. The Lender and FMC hereby amend and restate Section 2.04 of the Note Purchase Agreement to read in its entirety as set forth on Exhibit C attached hereto.

4. TRANSITION. This Amendment shall be effective for each Program loan for which applications are received on or after a date set by TERI by notice delivered to Lender as soon as reasonably possible.

5. FULL FORCE AND EFFECT. As amended herein, the Guaranty Agreement, Loan Origination Agreement, and Note Purchase Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

By:      /Lawrence W. O'Toole/              By:      /Myra Busch Goetz/
   -------------------------------             ------------------------------
Name:    Lawrence W. O'Toole                Name:    Myra Busch Goetz
     -----------------------------               ----------------------------
Title:   President                          Title:   Vice President
      ----------------------------                ---------------------------

By:      /Ralph James/
   -----------------------------
Name:    Ralph James
--------------------------------
Title:   President
--------------------------------

Exhibit A                  Schedule 3.3

Exhibit B1                 Program Guidelines

Exhibit B2                 Blackline of Program Guidelines

Exhibit C                  Section 2.04 Minimum Purchase Price

EXHIBIT A

SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

Bank One ED ONE Product: TERI Guarantee Fee Payment Structure by Program

[**]

EXHIBIT B1

K-12 LOANS
UNDERGRADUATE LOANS
GRADUATE LOANS
CONTINUING EDUCATION LOANS

THE EDUCATION RESOURCES INSTITUTE, INC.
330 Stuart Street
Boston, MA 02116

[**]

EXHIBIT B2

UNDERWRITING, ORIGINATION AND LOAN TERM

GUIDELINES FOR:

BANK ONE

K-12 LOANS
UNDERGRADUATE LOANS
GRADUATE LOANS
CONTINUING EDUCATION LOANS

THE EDUCATION RESOURCES INSTITUTE, INC.
330 Stuart Street
Boston, MA 02116

[**]

EXHIBIT C

2.04. MINIMUM PURCHASE PRICE.

[**]

AMENDMENT TO PROGRAM AGREEMENTS
(BANK ONE'S CORPORATE ADVANTAGE LOAN PROGRAMS)

This Amendment to Program Agreements (this "Amendment") amends the Program Agreements, as defined below, entered into by and among Bank One, National Association ("Bank One"), The First Marblehead Corporation ("FMC"), The Education Resources Institute, Inc. ("TERI"), and U.S. Bank, N.A. This Amendment is dated as of May 1, 2003.

W I T N E S S E T H

WHEREAS, Bank One desires to offer its Education One loan products with reduced borrower fees to corporate employee and affinity groups; and

WHEREAS, the parties hereto agree that such loans will be originated, guaranteed, and purchased under the Program Agreements (as defined below), as modified for such loans in this Amendment;

NOW, THEREFORE, in consideration of these presents and the covenants contained herein, the parties hereto hereby agree as follows:

I. DEFINITIONS.

"Corporate Advantage Loan Programs" shall mean any program (a) offered under the Education One Program Guidelines, as amended from time to time, but involving the discounted consumer pricing set forth in Schedule 3.3 attached hereto, and
(b) marketed by Bank One and its corporate partners, including any corporate or affinity groups proposed by Bank One to TERI to which TERI consents in writing. Corporate Advantage Loan Program partners approved by TERI are shown on Exhibit C attached hereto. The parties intend to update Exhibit C as new Corporate Advantage partners are added by Bank One with the consent of TERI.

"Deposit and Security Agreement" means that certain agreement bearing that name entered into by and among Bank One, FMC, TERI, and State Street Bank and Trust Company (n/k/a U.S. Bank, N.A.) dated as of April 30, 2001, as amended.

"Guaranty Agreement" means that certain amended and restated agreement bearing that name entered into by and between Bank One and TERI dated as of May 13, 2002, as amended.

"Loan Origination Agreement" means that certain amended and restated agreement bearing that name entered into between Bank One and TERI dated as of May 13, 2002, as amended.

"Note Purchase Agreement" means that certain amended and restated agreement bearing that name by and between FMC and Program Lender dated as of May 1, 2002, as amended.

"Program Agreements" means the Guaranty Agreement, the Loan Origination Agreement, the Note Purchase Agreement, and the Deposit and Security Agreement, all as heretofore amended and as heretofore extended pursuant to an Extension Agreement dated November 1, 2002, and

including all Exhibits and Schedules thereto, including, without limitation, the Program Guidelines.

"Program Guidelines" shall mean the document of that name, as amended from time to time, attached to and made a part of the Guaranty Agreement.

II. AMENDMENTS

A. Generally. Bank One hereby represents and warrants that the marketing of the Corporate Advantage Loan Programs by Bank One and its corporate partners shall comply with all applicable federal and state laws and regulations. The foregoing representation and warranty is hereby made a part of each of the Program Agreements and any breach of the foregoing representation and warranty shall be subject to indemnification as set forth in the applicable Program Agreement.

B. Program Agreements. All Program Agreements are hereby amended to include the above definition of "Corporate Advantage Loan Programs" and in each Program Agreement, the definitions of "Education One Program" and "Program" shall include Corporate Advantage Loan Programs, with the modifications herein that apply to such programs. Each definition of "Loans" or "Education One Loans" in the Program Agreements shall include loans made under the Corporate Advantage Loan Programs, as specified herein.

C. GUARANTY AGREEMENT.

1. With respect to all Corporate Advantage Loan Programs, an additional Schedule 3.3 is added to the Guaranty Agreement in the form of Schedule 3.3 attached hereto.

2. "Promissory Notes" shall include the notes attached hereto as Exhibit A, as each shall be amended from time to time under
Section 3.2 of the Guaranty Agreement.

3. Section 3.2 of the Guaranty Agreement is hereby amended by adding the following:

"Upon TERI's request, Bank One will submit to TERI sample copies of promotional and marketing materials used in connection with the Corporate Advantage Loan Programs. No such delivery of materials shall constitute or be construed as a representation or warranty by TERI that such materials comply with applicable law or with Bank One's obligations under this Agreement, and no such delivery shall excuse Bank One's performance of any of its obligations under this Agreement."

D. LOAN ORIGINATION AGREEMENT. With respect to the Corporate Advantage Loan Program, all marketing materials shall direct applicants to a web site created by Bank One for the particular corporate or affinity group in question. Bank One shall have full responsibility for hosting, supporting, and maintaining such web sites and for ensuring that Corporate

Advantage Loan Program borrowers are directed to the proper web site and no other web site to apply for their loan. Bank One shall also ensure that such web sites interface with TERI's web application system in a manner directed by TERI to obtain correct fulfillment.

E. NOTE PURCHASE AGREEMENT. In the Note Purchase Agreement, Section 2.04 is amended by adding Section 2.04 attached hereto for Corporate Advantage Loan Programs.

F. DEPOSIT AND SECURITY AGREEMENT. The Deposit and Security Agreement shall apply to all Corporate Advantage Loan Program loans guaranteed under the Guaranty Agreement.

G. SERVICING AGREEMENT The obligations of FMC under this Amendment are conditioned upon FMC and PHEAA entering into a Supplement to Alternative Servicing Agreement substantially in the form attached hereto as Exhibit B.

H. In all other respects, the Program Agreements are hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be executed as of the date above first written.

THE EDUCATION RESOURCES INSTITUTE, INC.

BANK ONE, N.A.

THE FIRST MARBLEHEAD CORPORATION

US BANK, N.A.

Schedule 3.3               Guaranty Fees and Loan Pricing

Schedule 2.04              Revised Section 2.04 of the Note Purchase Agreement

Exhibit A                  Promissory Notes

Exhibit B                  Supplement to Alternative Servicing Agreement

Exhibit C                  Corporate Advantage Partners Approved by TERI

SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

[**]

[**]

EXHIBIT A

PROMISSORY NOTES

[**]

EXHIBIT B

SERVICING SUPPLEMENT

SUPPLEMENT TO
ALTERNATIVE SERVICING AGREEMENT
BETWEEN
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
AND
THE FIRST MARBLEHEAD CORPORATION

[**]

EXHIBIT C

CORPORATE ADVANTAGE PARTNERS APPROVED BY TERI

[**]

FOURTH AMENDMENT TO PROGRAM AGREEMENTS
(BANK ONE'S PARENT LOAN PROGRAMS)

This Fourth Amendment to Program Agreements (this "Amendment") amends the Program Agreements, as defined below, entered into by and among Bank One, National Association ("Bank One"), The First Marblehead Corporation ("FMC"), The Education Resources Institute, Inc. ("TERI"), and U.S. Bank, N.A. This Amendment is dated as of November 1, 2003.

W I T N E S S E T H

WHEREAS, the Program Agreements have previously been amended in an Extension Agreement for the Education One program dated November 1, 2002, an Amendment to Program Agreements for program year 2003-04 for the Education One program, dated April 1, 2003, and an Amendment to Program Agreements (Corporate Advantage Program), dated May 1, 2003 (collectively, "Prior Amendments"); and;

WHEREAS Bank One desires to offer a new Education One loan product on a trial basis to parents of undergraduate and graduate students; and

WHEREAS, the parties hereto agree that such loans will be originated, guaranteed, and purchased under the Program Agreements (as defined below), as modified for such loans in this Amendment;

NOW, THEREFORE, in consideration of these presents and the covenants contained herein, the parties hereto hereby agree as follows:

I. DEFINITIONS.

"Parent Loan Program" shall mean the program (a) offered under the Education One Program Guidelines (Education One Parent Loans) attached hereto as Exhibit A, as amended from time to time ("Parent Loan Program Guidelines"), (b) involving the pricing set forth in Schedule 3.3 attached hereto, (b) marketed by Bank One to pre-screened applicants according to the prescreen criteria in the "Parent Only Loan for Ed One: Pilot Program" attached hereto as Exhibit B ("Prescreen Criteria"); and (4) documented on the promissory note forms attached hereto as Exhibit C, as amended from time to time ("Parent Promissory Notes").

"Deposit and Security Agreement" means that certain agreement bearing that name entered into by and among Bank One, FMC, TERI, and State Street Bank and Trust Company (n/k/a U.S. Bank, N.A.) dated as of April 30, 2001, as previously amended.

"Guaranty Agreement" means that certain amended and restated agreement bearing that name entered into by and between Bank One and TERI dated as of May 13, 2002, as previously amended.

"Loan Origination Agreement" means that certain amended and restated agreement bearing that name entered into between Bank One and TERI dated as of May 13, 2002, as previously amended.

"Note Purchase Agreement" means that certain amended and restated agreement bearing that name by and between FMC and Program Lender dated as of May 1, 2002, as previously amended.

"Parent Loan Notes" means notes evidencing loans made under the Parent Loan Program

"Program Agreements" means the Guaranty Agreement, the Loan Origination Agreement, the Note Purchase Agreement, and the Deposit and Security Agreement, all as heretofore amended and extended in the Prior Amendments, and including all Exhibits and Schedules thereto, including, without limitation, the Program Guidelines.

II. Amendments

A. GENERALLY. Bank One hereby represents and warrants that the marketing of the Parent Loan Program by Bank One shall comply with all applicable federal and state laws and regulations. The foregoing representation and warranty is hereby made a part of each of the Program Agreements and any breach of the foregoing representation and warranty shall be subject to indemnification as set forth in the applicable Program Agreement.

B. PROGRAM AGREEMENTS. All Program Agreements are hereby amended to include the above definition of "Parent Loan Program" and in each Program Agreement, the definitions of "Education One Program" and "Program" shall include the Parent Loan Program, with the modifications herein that apply to the Parent Loan Program.

C. GUARANTY AGREEMENT. In the Guaranty Agreement:

1. With respect to the Parent Loan Program, an additional Schedule 3.3 is added to the Guaranty Agreement in the form of Schedule 3.3 attached hereto.

2. "Loan" shall include loans made under the Parent Loan Program.

2. "Promissory Notes" shall include the Parent Promissory Notes.

3. "Program Guidelines" shall include the Parent Loan Program Guidelines.

D. Loan Origination Agreement. With respect to the Parent Loan Program, all marketing materials shall direct applicants to a web site created by Bank One for that particular loan program. Bank One shall have full responsibility for hosting, supporting, and maintaining such web site and for ensuring that Parent Loan Program borrowers are directed to the proper web site and no other web site to apply for their loan. Bank One shall also ensure that such web site interfaces with TERI's web application system in a manner directed by TERI to obtain correct fulfillment.

E. Note Purchase Agreement. In the Note Purchase Agreement:

1. In Article I, definitions:

a. The definition of "EDUCATION ONE Loan" is amended to include those loans made under the Parent Loan Program that (a) conform to the requirements of the Program Guidelines at the time the loans were made,
(b) are serviced by the Servicer (as defined in the Note Purchase Agreement) in accordance with the Program Guidelines, and (c) are covered by and subject to all the benefits of the Guaranty Agreement.

b. The definition of "EDUCATION ONE Notes" is amended to include Parent Loan Notes.

c. The definition of "EDUCATION ONE Pool" is amended to include Seasoned Loans that are Parent Loan Notes purchased and pledged or intended to be purchased and pledged as collateral in a particular Securitization Transaction.

2. Section 2.04 is amended by adding Section 2.04 attached hereto for the Parent Loan Program.

F. DEPOSIT AND SECURITY AGREEMENT. The Deposit and Security Agreement shall apply to all Parent Loan Program loans guaranteed under the Guaranty Agreement.

G. In all other respects, the Program Agreements are hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be executed as of the date above first written.

THE EDUCATION RESOURCES INSTITUTE, INC.

BANK ONE, N.A.

THE FIRST MARBLEHEAD CORPORATION

US BANK, N.A.

Schedule 3.3              Guaranty Fees and Loan Pricing for Parent Loan Program

Schedule                  2.04 Section 2.04 of the Note Purchase Agreement for
                          the Parent Loan Program

Exhibit A                 Parent Loan Program Guidelines

Exhibit B                 Prescreen Criteria for Parent Loan Program

Exhibit C                 Promissory Notes for Parent Loan Program

Exhibit D                 Supplement to Alternative Servicing Agreement

SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND BANK ONE

FOR BANK ONE'S PARENT LOAN PRODUCT

(THIS SCHEDULE 3.3 IS IN ADDITION TO, AND DOES
NOT REPLACE, OTHER SCHEDULE 3.3S IN EFFECT

FOR THE EDUCATION ONE PROGRAM UNDER THE
GUARANTY AGREEMENT.)

[**]

[**]

EXHIBIT A

PARENT LOAN PROGRAM GUIDELINES

[**]

EXHIBIT B

PRESCREEN CRITERIA FOR PARENT LOAN PROGRAM

[**]

EXHIBIT C

PROMISSORY NOTES FOR PARENT LOAN PROGRAM

[**]

FIFTH AMENDMENT
to
PROGRAM AGREEMENTS

BANK ONE, N.A.
(EDUCATION ONE LOAN PROGRAM,
including the CORPORATE ADVANTAGE LOAN PROGRAM)

This Fifth Amendment to Program Agreements (this "Amendment") is entered into as of the 1st day of March, 2004 by and between Bank One, N.A., ("Bank One") and The Education Resources Institute, Inc. ("TERI") with regard to the Guaranty Agreement between Bank One and TERI dated May 13, 2002 (the " Guaranty Agreement"). Capitalized terms used herein without definition have the meaning set forth in the Guaranty Agreement.

WHEREAS, documents for the Program have been previously amended in an Extension Agreement for the Education One program dated November 1, 2002; an Amendment to Program Agreements for program year 2003-04 for the Education One program, dated April 1, 2003; and an Amendment to Program Agreements (Corporate Advantage Program), dated May 1, 2003; and the Fourth Amendment to Program Agreements (Bank One's Parent Loan Programs);

WHEREAS, TERI and Bank One desire to adopt new program terms for the 2004-2005 program year for the Education One Loan Program (including the Corporate Advantage Loan Program);

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed as follows:

1. Pricing. TERI and Bank One hereby amend and restate Schedule 3.3 to the Guaranty Agreement by adopting the Schedule 3.3 attached hereto as Exhibit A. The attached Schedule 3.3 does not apply to the Bank One Parent Loan program, which is documented separately.

2. Program Guidelines. TERI and the Lender hereby amend and restate the Program Guidelines by adopting the Program Guidelines attached hereto as Exhibit B.

3. Transition. This Amendment shall be effective for each Program loan for which applications are received on or after a date set by TERI by notice delivered to Lender as soon as reasonably possible.

4. Full Force and Effect. As amended herein, the Guaranty Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

THE EDUCATION RESOURCES                     BANK ONE, N.A.
INSTITUTE, INC.

By:      /Lawrence W. O'Toole/              By:      /Patrick Conner/
   --------------------------------            --------------------------------
Name:    Lawrence W. O'Toole                Name:    Patrick Conner
     ------------------------------              ------------------------------
Title:   President                          Title:   EVP
      -----------------------------               -----------------------------

TABLE OF EXHIBITS

Exhibit A Schedule 3.3

Exhibit B Program Guidelines

EXHIBIT A

SCHEDULE 3.3

[**]

EXHIBIT B

PROGRAM GUIDELINES

[**]

EXHIBIT 10.6

EXHIBIT 10.6

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

NOTE: THIS AGREEMENT CONTAINS CONFIDENTIAL & PROPRIETARY INFORMATION AND MAY NOT BE DISCLOSED WITHOUT THE CONSENT OF BOTH PARTIES OR AS REQUIRED BY LAW

GUARANTY AGREEMENT
BETWEEN
THE EDUCATION RESOURCES INSTITUTE, INC.
AND
BANK OF AMERICA, N.A.

This Guaranty Agreement (this "Agreement") is made as of this 30th day of April, 2001, by and between The Education Resources Institute, Inc. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 330 Stuart Street, Boston, Massachusetts 02116, and Bank of America, N.A. (the "LENDER"), a national banking association organized under the laws of the United States and having a place of business located at 600 Wilshire Blvd, Los Angeles, CA 90017.

WHEREAS, The First Marblehead Corporation ("FMC") and Lender have established the Bank of America/GATE Education Loan Programs (the "Program") to assist parents in financing the cost of education at private elementary and secondary schools and at various institutions of higher education; and

WHEREAS, pursuant to agreements between the LENDER and FMC, the LENDER is the exclusive lender for the Programs, and has agreed to originate loans conforming to the Programs ("Loans"); and

WHEREAS, pursuant to such agreements between the LENDER and FMC, FMC has agreed to purchase or to cause to be formed one or more special purpose business trusts or other entities (each an "SPE") to purchase promissory notes evidencing Loans following origination; and

WHEREAS, TERI is in the business of providing financial assistance in the form of loan guaranties to and on behalf of students enrolled in programs of higher education and their parents at TERI-approved schools; and

WHEREAS, the LENDER is willing to make Loans to eligible Borrowers under the Program, and TERI is willing to guaranty the payment of principal and interest against the Borrowers' default or certain other events as more fully described below, in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, TERI and the LENDER agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement the following terms shall have the following meanings:

1.1 "Agent" shall mean State Street Bank and Trust Company, its successors and assigns, in its capacity as Agent under the Deposit and Security Agreement between TERI and the LENDER, of even date herewith.

1.2 "Borrower" shall mean the person, or all persons collectively, including all students, cosigners, coborrowers, guarantors, endorsers, and accommodation parties, who execute a Promissory Note individually or, in the case of multiple Borrowers, severally and jointly, for the purpose of obtaining funds from the LENDER under the Program.

1.3 "Due Diligence" shall mean the utilization by the LENDER of policies, practices and procedures in the origination, servicing and collection of Loans that comply with the standards set forth in the Program Guidelines, that comply with the requirements of federal and state law and regulation, and, to the extent not inconsistent with the foregoing, that are in accord with the LENDER's policies, practices and procedures applicable to its other consumer loan and credit portfolios and with sound lending practices utilized through the consumer lending industry.

1.4 "Guaranty Event" shall mean any of the following events:

a. failure of the Borrower to make monthly principal and/or interest payments on a Loan when due, provided such failure persists for a period of one hundred fifty (150) consecutive days,

b. the filing of a petition in bankruptcy with respect to the Borrower, or

c. the death of the Borrower.

For Loans on which the Borrower is two or more persons, none of the above, with the exception of paragraph b, is a Guaranty Event unless one or more such events shall have occurred with respect to all such persons. The foregoing notwithstanding, if a Borrower files a petition in bankruptcy pursuant to Chapter 7 of the U.S. Bankruptcy Code and does not seek a discharge of the affected Loan(s) under 11 U.S.C. ss.523(a)(8)(B) of the U.S. Bankruptcy Code, the LENDER at TERI's request will withdraw its guaranty claim unless or until one of the other Guaranty Events shall have occurred with respect thereto.

1.5 "Loan" shall mean a loan of funds, including all disbursements thereof, made by the LENDER under the Program.

1.6 "Note Purchase Agreement" means the agreement of that name between LENDER and FMC dated as of April 30, 2001, as amended.

1.7 "Program Guidelines" shall mean (i) Underwriting, Origination and Loan Term Guidelines for prepGATE Loan Program, Bank of America GATE Undergraduate Loan Program, Bank of America GATE Graduate Loan program and (ii) the TERI Servicing Guidelines, and (iii) Specific Program Summaries for prepGATE Loan Program, Bank of America GATE Undergraduate Loan Program, Bank of America GATE Graduate Loan program, copies of which are attached hereto as Exhibits A-C, and all changes thereto as provided in Section 7 hereof. The Program Guidelines are hereby incorporated in this Agreement by reference and made a part hereof.

1.8 "Promissory Note" shall mean a promissory note executed by a Borrower evidencing a Loan, in the form of Exhibits L or M hereto or as approved pursuant to Section 3.2 below.

1.9 "Securitization Transaction" shall mean and refer to a purchase of Loans guaranteed hereunder by a special purpose entity formed by FMC, which purchase is funded through the issuance of debt instruments or other securities by such entity, the repayment of which is supported by payments on the Loans.

SECTION 2: GUARANTEE OF LOANS

2.1 TERI hereby guarantees to the LENDER, unconditionally except as set forth in Section 2.2 below, the payment of 100% of the principal of and accrued interest on every Loan as to which a Guaranty Event has occurred. "Accrued interest" shall mean interest accrued and unpaid to the date of payment in full by TERI, less any interest that shall have accrued after the filing of a claim for guaranty payment submitted to TERI by the LENDER but before TERI shall have received all the documentation necessary to process the guaranty claim as set forth in the Program Guidelines. TERI will use all reasonable efforts to make payment on its guaranty within sixty (60) days, and will in any event make payment within ninety (90) days, of receipt of a demand from the LENDER stating the name of the Borrower and the type of Guaranty Event that has occurred accompanied by the full claim documentation required in the Program Guidelines.

2.2 TERI's guaranty is conditioned upon the following:

a. The LENDER must have filed its claim for guaranty payment within the time period and following the procedures specified in the Program Guidelines.

b. The LENDER and its predecessors in interest must at all times have exercised Due Diligence with respect to the Loan (or shall have cured any failure to exercise Due Diligence under the reinstatement provisions in Section 2.4 hereof and the Program Guidelines), and must have complied with all other requirements of the Program Guidelines applicable to the Loan.

c. The LENDER shall have paid to TERI the Initial Guaranty Fee (as defined in Section 3.3.a below) for the Loan in question, and shall have paid to the Agent any Subsequent Guaranty Fee (as defined in Section 3.3.b below) for the Loan in question which is due and payable as provided in Section 3.3.b below.

d. TERI must have received from the LENDER the original Promissory Note, enforceable against the Borrower (except as provided in this Section 2.2(d), below), endorsed to TERI in such manner as to transfer to TERI all rights in and title to such Promissory Note, free and clear of all liens and encumbrances, and of all defenses, counterclaims, offsets, and rights of rescission that might be raised by the Borrower. Submission of a claim to TERI shall constitute the LENDER's certification that the conditions of 2.2.b. and 2.2.d. have been met, and TERI is entitled to rely on such certification.

Subsections 2.2.b. and 2.2.d above notwithstanding, if a Loan submitted for guaranty was originated by TERI on behalf of the LENDER pursuant to a Loan Origination Agreement between the parties, (i) TERI will not deny the LENDER's guaranty claim on such Loan if the sole basis for denial is a violation of the Program Guidelines or a violation of Massachusetts or federal law committed by TERI in the origination process, and (ii) TERI will have no recourse against the LENDER in the event that TERI's actions or omissions in the origination process shall have given rise to a defense in favor of the Borrower in a suit on the Promissory Note.

2.3 TERI's guaranty obligation with respect to any Loan shall not be terminated or otherwise affected or impaired (i) by the LENDER's granting an extension to the Borrower of time to make scheduled payments, or by any other indulgence the LENDER may grant to the Borrower, provided that all extensions and other indulgences meet the forbearance standards and other requirements of the Program Guidelines; or, Section 2.2.d above notwithstanding, (ii) because of any fraud in the execution of the Promissory Note, (iii) because of any illegal or improper acts of the Borrower, (iv) because the Borrower may be relieved of liability for such Loan due to lack of contractual capacity or any other statutory exemption.

2.4 If TERI properly denies the LENDER's claim on any Loan on the grounds of Due Diligence deficiencies, the LENDER may thereafter require that TERI reinstate the guaranty of such Loan if (a) the LENDER corrects such deficiencies and receives four (4) consecutive full on-time monthly payments from the Borrower, according to any schedule permitted by the Program Guidelines, and if at the time of the LENDER's request the Borrower is within thirty (30) days of being current on all principal and interest payments on such Loan, or (b) the LENDER satisfies any other method of cure set forth in the Program Guidelines.

2.5 TERI's guaranty hereunder is a continuing and absolute guaranty of payment and not merely of collection, covering Loans made in accordance herewith either (i) prior to termination of this Agreement, or (ii) based upon applications received by the LENDER

prior to such termination; and shall not affect TERI's obligations to the LENDER then existing, whether direct or indirect, absolute or contingent, then due or thereafter to become due.

2.6 TERI agrees not to exercise any right of subrogation, reimbursement, indemnity, contribution or the like against the Borrower of any Loan unless and until all TERI's obligations under this Agreement with respect to such Loan have been satisfied in full, except to the extent that it is deemed a valid claimant as a contingent creditor, for example, under Title 11 of the United States Code (the "Bankruptcy Code"), or applicable state law.

2.7 TERI will permit the LENDER, any duly designated representative of the LENDER, or any governmental body having jurisdiction over the LENDER (subject to written notice being provided to TERI by the LENDER, identifying the requesting party and the date of the review), to examine and audit the books and records of TERI pertaining to the Loans, at any time during TERI's regular business hours, provided that in the case of examinations by the LENDER or its representative absent good cause (i) TERI must be given ten (10) business days' prior written notice and, (ii) no more than one such audit may be conducted with respect to any twelve-month period or will take place in any twelve-month period. In no event will any audit be performed during July, August, September, or October in any year except at the request of a regulatory authority having jurisdiction over the LENDER.

2.8 TERI will indemnify the LENDER and hold it harmless from and against any loss, cost, damage and expense that the LENDER may suffer as a result of claims arising out of TERI's actions or omissions relative to the LENDER's participation in the Program. "Expense" includes, without limitation, the LENDER's reasonable attorney's fees. TERI will further indemnify the LENDER and hold it harmless from and against any claim brought against the LENDER by any Borrower based on actions or omissions of the LENDER that were mandated under the Program Guidelines.

2.9 Although the LENDER agrees not to use any loan servicer not approved by TERI, the LENDER acknowledges that TERI's approval of a servicer is in no way an endorsement of such servicer and that TERI shall have no liability to the LENDER for any losses arising from such servicer's failure to comply with Due Diligence or the Program Guidelines or applicable law, nor shall TERI be required to honor any claim submitted by such servicer if the claim does not comply with the requirements of this Agreement.

SECTION 3: OBLIGATIONS OF THE LENDER

3.1 In originating, servicing, disbursing, and collecting Loans, the LENDER will comply, and cause its servicer and others acting on its behalf to comply, with all applicable requirements of federal and state laws and regulations.

3.2 The LENDER will use Promissory Notes, Loan applications, disclosure statements, and other forms mutually agreeable to the parties. The forms of application and Promissory

Note attached as Exhibits L and M hereto, and the forms of disclosure statement attached hereto as Exhibits, are agreed to be satisfactory to both parties. Without limiting the generality of Section 3.1, the LENDER warrants the conformity of such instruments and any agreed successors thereto with all legal requirements, other than those of federal and Massachusetts law and regulation, applicable to Loans originated by TERI.

3.3 The LENDER will pay a guaranty fee for each Loan (the "Guaranty Fee") as follows:

a. At the time of each disbursement of the Loan, the LENDER will remit to TERI [**] percent ([**]%) of the principal amount of Loan disbursed (the "Initial Guaranty Fee").

b. At such times as are set forth in Exhibit K attached hereto and incorporated herein by reference, such additional fees as are set forth in the fifth and sixth columns of Exhibit K ("Subsequent Guaranty Fee"). If the terms of Exhibit K call for any Guaranty Fees to be paid to TERI or to the Agent concurrent with the Securitization Transaction, LENDER may elect either: (i) for LENDER to pay the fees directly (and be reimbursed in the Securitization Transaction), or (ii) for the purchaser to pay the fees directly. In the event that a Guaranty claim is made with respect to a Loan before a Subsequent Guaranty Fee is scheduled to be paid by the LENDER for such Loan, the Subsequent Guaranty Fee shall become immediately due and payable. In the event that a loan is prepaid in full prior to the date that a Subsequent Guaranty Fee is scheduled to be paid by the LENDER for such Loan, the Subsequent Guaranty Fee shall nevertheless become due and payable at the time that would have applied if such prepayment had not occurred. For example, if a Subsequent Guaranty Fee is due at the time of a Securitization Transaction and a Loan is prepaid before it is eligible for Securitization, then the Subsequent Guaranty Fee with respect to such Loan shall become due at the first Securitization Transaction when such Loan would have been eligible for inclusion, had prepayment not occurred.

c. Failure to remit a Guaranty Fee within thirty (30) days of the time set forth above will not be a breach of this Agreement but will vitiate TERI's guaranty of the Loan concerned.

d. Anything in the Program Guidelines to the contrary notwithstanding, if the LENDER is required under the terms of a Promissory Note to refund all or part of the Guaranty Fee to a Borrower, TERI will refund all or part of the Initial Guaranty Fee and the Agent will refund all or part of any Subsequent Guaranty Fee it has received to the LENDER upon being so advised in writing.

e. For purposes of application and interpretation of Exhibit K, LENDER and FMC (acting jointly) shall, from time to time, propose to TERI a list of those schools to be included on a "preferred" list. Loans to finance education at those schools will qualify for "preferred" fee levels shown on Exhibit K. TERI shall, within thirty

(30) days, approve or disapprove, in whole or in part, proposals from FMC and LENDER.

f. In addition to the Subsequent Guaranty Fees shown in column 6 of Exhibit K, there shall be an additional Subsequent Guaranty Fee payable at Securitization, as follows:

Loan Type                           Fee Amount
---------                           ----------

Graduate Signature medical          [**] percent of total loan
or dental greater than              amount (exclusive of
$25,000 principal amount            financed fees)
(exclusive of financed fees)

Graduate Signature other than       [**] percent of total loan
medical and dental greater than     amount (exclusive of
$18,500 principal amount            financed fees)
(exclusive of financed fees)

3.4 If TERI shall have purchased a Loan due to the occurrence or alleged occurrence of a Guaranty Event described in Section 1.4.a and/or 1.4.b above, the LENDER will promptly repurchase such Loan from TERI, (i) if TERI succeeds, after purchase, in obtaining from the Borrower three full consecutive on-time monthly payments, according to any schedule permitted by the Program Guidelines, provided that on the date of TERI's notice to repurchase, the Borrower is within thirty (30) days of being current on his or her payments on such Loan; provided that this repurchase obligation may be invoked by TERI only once as to any Loan; or (ii) subject to Section 2.3 above, if TERI should determine that the Loan does not meet the conditions set forth in subsection (b), (c) and
(d) of Section 2.2 above.

3.5 To the extent permitted by applicable law, the LENDER will deliver to TERI such reports, documents, and other information concerning the Loans as TERI may reasonably require, and permit independent auditors or authorized representatives of TERI, and governmental agencies, if any, having regulatory authority over TERI, to have access to the operational and financial records and procedures directly applicable to Loans and to the LENDER's participation in the Program.

3.6 If the LENDER should violate any term of this Agreement, it will be liable to TERI for all loss, cost, damage, and expense sustained by TERI as a result. The LENDER will indemnify TERI and hold it harmless from and against all loss, cost, damage, and expense that TERI may suffer as a result of claims arising out of the LENDER's actions or omissions relative to the LENDER's participation in the Program unless such actions or omissions are specifically required by this Agreement. The LENDER will similarly indemnify TERI with respect to any defenses arising from the LENDER's violation of or

failure to comply with any law, regulation, or order, or any term of this Agreement, that may be raised by a Borrower to any suit upon a Promissory Note. "Expense" includes, without limitation, TERI's reasonable attorney's fees.

SECTION 4: INTENTIONALLY OMITTED

SECTION 5: REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that its execution, delivery and performance of this Agreement are within its power and authority, have been authorized by proper proceedings, and do not and will not contravene any provision of law or such party's organization documents or by-laws or contravene any provision of, or constitute an event of default or an event which, with the lapse of time or with the giving of notice or both, would constitute an event of default, under any other agreement, instrument or undertaking by which such party is bound. Each party represents and warrants that it has and will maintain in full force and effect all licenses required under applicable state, federal, local or other law for the conduct of all activities contemplated by this Agreement and comply with all requirements of such applicable law relative to its licenses and the conduct of all activities contemplated by this Agreement. This Agreement and all of its terms and provisions are and shall remain the legal and binding obligation of the parties, enforceable in accordance with its terms subject to bankruptcy and insolvency laws. The warranties given herein shall survive any termination of this Agreement.

5.2 Each party represents and warrants to the other that its computer and processing systems will (a) operate continuously without errors relating to date information; (b) continue to function and will not generate invalid or incorrect results as a result of date information, including any date information representing dates from different centuries or more than one century; and (c) have been designed to be and in fact are, Year 2000 compatible such that (i) all data created or stored by the software will be correct, regardless of the date information contained therein or the date the data is created or stored; (ii) all calculations performed will be correct regardless of the date information used or the date the calculations are performed;
(iii) all date-related user interface functions and data fields include a century indication; and (iv) all reports generated will include a century indication.

5.3 The parties acknowledge that TERI is not an insurer or reinsurer and the LENDER expressly waives all claims it might otherwise have under applicable law were TERI to be held by any court or regulatory agency to be acting as an insurer or reinsurer hereunder. The only obligations of TERI to the LENDER shall be those expressly set forth herein.

SECTION 6: MISCELLANEOUS

6.1 Neither party is or will hold itself out to be the agent, partner, or joint venturer of the other party with regard to any transaction under or pursuant to this Agreement.

6.2 Each party's respective rights, remedies, powers, privileges, and discretions ("Rights and Remedies") shall be cumulative and not exclusive. No delay or omission by either party in exercising or enforcing any of its Rights and Remedies shall operate as to constitute a waiver of them. No waiver by a party of any default under this Agreement shall operate as a waiver of any subsequent or other default under this Agreement. No single or partial exercise by a party of any of its Rights and Remedies shall preclude the other or further exercise of such Rights and Remedies. No waiver or modification by a party of the Rights and Remedies on any one occasion shall be deemed a continuing waiver. A party may exercise its various Rights and Remedies at such time or times and in such order of preference as it in its sole discretion may determine.

6.3 This Agreement represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement, together with any contemporaneous contract concerning credit analysis or other loan origination functions, supersedes all prior communications whatsoever between the parties relative in any way to Loans or the LENDER's participation in the Program. This Agreement may be modified only by written agreement of the parties hereto, except as may otherwise be set forth herein.

6.4 Any determination that any provision of this Agreement is invalid, illegal, or unenforceable in any respect shall not affect the validity, legality, or enforceability of such provision in any other instance and shall not affect the validity, legality, or enforceability of any other provision of this Agreement.

6.5 Each of the parties will timely implement, if it has not already, and will maintain, a reasonable disaster recovery plan. Subject to the foregoing, no party hereto shall be responsible for, or in breach of this Agreement if it is unable to perform as a result of delays or failures due to any cause beyond its control, howsoever arising, and not due to its own act or negligence and that cannot be overcome by the exercise of due diligence. Such causes shall include, but not be limited to, labor disturbances, riots, fires, earthquakes, floods, storms, lightning, epidemics, wars, civil disorder, hostilities, expropriation or confiscation of property, failure or delay by carriers, interference by civil and military authorities whether by legal proceeding or in fact and whether purporting to act under some constitution, decree, law or otherwise, acts of God and perils of the sea.

6.6 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof.

6.7 This Agreement will be binding on the parties' respective successors and assigns. It may not be assigned by either party without the other's written consent, which will not be unreasonably withheld, provided that: (a) the LENDER may assign any Loan, together with the provisions hereof as applicable to such Loan, to FMC or any SPE; (b) TERI may sub-contract any administrative obligations necessary or convenient to TERI to perform its obligations hereunder to FMC or any subsidiary or affiliate of FMC, (c) LENDER

may assign this Agreement to an affiliate who is a national bank who becomes a lender under the Bank of America/GATE Loan Programs.

6.8 Notice for any purpose hereunder may be given by any means requiring receipt signature, or by facsimile transmission confirmed by first class mail.

6.9 Notice for any purpose hereunder may be given by any means requiring receipt signature, or by facsimile transmission confirmed by first class mail. In the case of TERI, notices should be sent to its President, and if by fax, to (617) 451-9425, or to its Senior Vice President-Loan Programs, Fax No. (617) 422-8880. In the case of the LENDER, notices should be sent to Bank of America Student Banking Group, 600 Wilshire Blvd., 4th Floor, Los Angeles, CA 90017, Attention:
Kathleen Cannon, and if by fax, to (213) 345-2111. Either party may from time to time change the person, address or fax number for notice purposes by formal notice to the other party.

SECTION 7: CHANGES TO PROGRAM GUIDELINES

The parties agree that the Program Guidelines will need to be updated and modified to respond to changed conditions from time to time. The parties intend to make such modifications in a manner that does not interfere with the ordinary advertising and origination cycle for education loans. Accordingly, the parties shall exchange requests for modification of the Program Guidelines, including without limitation any requested changes to the provisions of the Program Guidelines concerning the Guaranty Fees, in the fourth calendar quarter of each year and shall conclude their discussions of any modifications by January 1 of each calendar year. All modifications must be mutually acceptable. Any modifications approved by the parties shall become effective on the following March 1.

SECTION 8: TERM AND TERMINATION

8.1 The initial term of this Agreement shall commence on May 1, 2001, and shall continue until June 30, 2002. Thereafter, this Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal and termination not less that ninety (90) days prior to the end of the then-current term.

8.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 7, above, the party proposing the modification shall have the option of terminating this Agreement by providing written notice of termination to the other party. Such termination will be effective on the following March 1.

8.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, this Agreement will be deemed terminated thereupon immediately without the need of notice from the other party, and the party becoming subject to such proceedings will promptly notify the other party thereof.

8.4 Termination shall be prospective only and shall not affect the obligations of the parties hereto which were incurred prior to such termination or any of the warranties and indemnities contained herein or the provisions of Section 9 below (regarding confidentiality). In no event shall the LENDER be entitled to sue for specific performance of this Agreement by TERI with respect to the guaranty of Loans other than those as to which a binding commitment shall have been made prior to the sending of notice of termination of this Agreement.

SECTION 9: CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

9.1 TERI and the LENDER each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. The LENDER acknowledges that TERI will disclose the LENDER's Confidential Information to First Marblehead Education Resources, Inc. (FMER), to which TERI has subcontracted its obligations under this Agreement pursuant to Section 6.7(b) hereof, and with which the LENDER is contemporaneously entering into a confidentiality agreement. Except for such disclosure to FMER, TERI will not disclose the LENDER's confidential information to any third party other than a subcontractor permitted under Section 6.7, an agent, or a consultant, and in any event only as necessary to assist TERI in carrying out its functions under this Agreement, on a need-to-know basis, and under circumstances that require the disclosee to refrain from redisclosure to any other third party.

9.2 TERI will not disclose to any third party, other than FMER, the name, address, social security number, account number, or other personally identifiable information of any applicant or Borrower. Nothing herein, however, will prevent TERI (or FMER as its subcontractor) from (i) retaining and using such data as necessary for the operation of TERI's guaranty business, or (ii) retaining and using on a non-exclusive basis for any lawful purpose any or all aggregated and de-identified data concerning Loan applicants and Borrowers which does not include the name, address, social security number, account number, or other personally identifiable information of any applicant or Borrower. TERI may sell, assign, transfer or disclose aggregated and de-identified information to third parties including, without limitation, FMC, who may also use such information for any lawful purpose.

IN WITNESS WHEREOF, TERI and the LENDER have caused this instrument to be executed by their duly authorized officers under seal as of the day and year indicated above.

THE EDUCATION RESOURCES                       BANK OF AMERICA, N.A.
INSTITUTE, INC.


By: /Ann S. Coles/                            By: /KL Cannon/
    ---------------------------                   ------------------------------
Print Name: Ann S. Coles                      Print Name: KL Cannon
            -------------------                           ----------------------
Title: Acting President                       Title: Sr Vice President
       ------------------------                      ---------------------------

TABLE OF EXHIBITS

Exhibit A -- Underwriting, Origination and Loan Term Guidelines for prepGATE Loan Program, Bank of America GATE Undergraduate Loan Program, Bank of America GATE Graduate Loan program*

Exhibit B -- TERI Servicing Guidelines*

Exhibit C -- Loan Program Definitions for prepGATE Loan Program, Bank of America GATE Undergraduate Loan Program, Bank of America GATE Graduate Loan program*

Exhibit D - [Intentionally Omitted]

Exhibit E - [Intentionally Omitted]

Exhibit F - [Intentionally Omitted]

Exhibit G - [Intentionally Omitted]

Exhibit H - [Intentionally Omitted]

Exhibit I - [Intentionally Omitted]

Exhibit J - [Intentionally Omitted]

* Exhibits superceded by the Amendments filed as Exhibits 10.3 - 10.7 to the S-1 filed with the SEC on September 5, 2003 (Registration No. 333-108531).

EXHIBIT 10.7

EXHIBIT 10.7

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

EXECUTION
5/15/02

NOTE: THIS AGREEMENT CONTAINS CONFIDENTIAL & PROPRIETARY INFORMATION AND MAY NOT BE DISCLOSED WITHOUT THE CONSENT OF BOTH PARTIES OR AS REQUIRED BY LAW

GUARANTY AGREEMENT
BETWEEN
THE EDUCATION RESOURCES INSTITUTE, INC.
AND
CHARTER ONE BANK, N.A.
(CFS Loan Program)

This Guaranty Agreement (this "Agreement") is made as of this 15th day of May, 2002, by and between The Education Resources Institute, Inc. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 330 Stuart Street, Boston, Massachusetts 02116, and Charter One Bank, N.A. (the "Lender"), a national bank organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY, 12207.

WHEREAS, TERI is in the business of providing financial assistance in the form of loan guaranties to and on behalf of students enrolled in programs of higher education and their parents at TERI-approved schools; and

WHEREAS, the LENDER is willing to make Loans to eligible Borrowers under the Program, and TERI is willing to guaranty the payment of principal and interest against the Borrowers' default or certain other events as more fully described below, in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, TERI and the LENDER agree as follows:

Section 1: DEFINITIONS

As used in this Agreement the following terms shall have the following meanings:

1.1 "Agent" shall mean State Street Bank and Trust Company, its successors and assigns, in its capacity as Agent under the Deposit and Security Agreement between TERI and the LENDER, of even date herewith.

1.2 "Borrower" shall mean the person, or all persons collectively, including all students, cosigners, coborrowers, guarantors, endorsers, and accommodation parties, who execute a Promissory Note individually or, in the case of multiple Borrowers, severally and jointly, for the purpose of obtaining funds from the LENDER under the Program.

1.3 "CFS" shall mean Collegiate Funding Services, LLC, a limited liability company organized under the laws of Virginia and having a principal place of business at 100 Riverside Parkway, Fredericksburg, Virginia, 22406.

1.4 "Due Diligence" shall mean the utilization by the LENDER of policies, practices and procedures in the origination, servicing and collection of Loans that comply with the standards set forth in the Program Guidelines and that comply with the requirements of federal and state law and regulation.

1.5 "Guaranty Event" shall mean any of the following events:

a. failure of the Borrower to make monthly principal and/or interest payments on a Loan when due, provided such failure persists for a period of one hundred fifty (150) consecutive days,

b. the filing of a petition in bankruptcy with respect to the Borrower, or

c. the death of the Borrower.

For Loans on which the Borrower is two or more persons, none of the above, with the exception of paragraph b, is a Guaranty Event unless one or more such events shall have occurred with respect to all such persons. The foregoing notwithstanding, if a Borrower files a petition in bankruptcy pursuant to Chapter 7 of the U.S. Bankruptcy Code and does not seek a discharge of the affected Loan(s) under 11 U.S.C. ss.523(a)(8)(B) of the U.S. Bankruptcy Code, the LENDER at TERI's request will withdraw its guaranty claim unless or until one of the other Guaranty Events shall have occurred with respect thereto.

1.6 "Loan" shall mean a loan of funds, including all disbursements thereof, made by the LENDER under the Program.

1.7 "Note Purchase Agreement" means the agreement of that name between LENDER and The First Marblehead Corporation ("FMC") dated as of May 15, 2002, as amended, for Program.

1.8      "Program" shall mean the CFS Direct to Consumer Loan Program, as more
         fully described in the Program Guidelines.

1.9      "Program Guidelines" shall mean the CFS Direct to Consumer Program
         Guidelines attached hereto as Exhibit A, and all changes thereto as
         provided in Section 7 hereof. The Program Guidelines (a) consist of the
         TERI Underwriting Guidelines, PHEAA Servicing Guidelines, and Program
         Borrower Documents (consisting of the forms of Promissory Note and
         Truth in Lending Disclosure) and (b) are hereby incorporated in this
         Agreement by reference and made a part hereof.

1.10     "Promissory Note" shall mean a promissory note executed by a Borrower
         evidencing a Loan, in the form attached hereto as part of the Program
         Guidelines or as approved pursuant to Section 3.2 below.

1.11     "Securitization Transaction" shall mean and refer to a purchase of
         Loans guaranteed hereunder by a special purpose entity formed by FMC,
         which purchase is funded through the issuance of debt instruments or
         other securities by such entity, the repayment of which is supported by
         payments on the Loans.

         Section 2: GUARANTEE OF LOANS

2.1      TERI hereby guarantees to the LENDER, unconditionally except as set
         forth in Section 2.2 below, the payment of 100% of the principal of and
         accrued interest on every Loan as to which a Guaranty Event has
         occurred. "Accrued interest" shall mean interest accrued and unpaid to
         the date of payment in full by TERI, less any interest that shall have
         accrued after the filing of a claim for guaranty payment submitted to
         TERI by the LENDER but before TERI shall have received all the
         documentation necessary to process the guaranty claim as set forth in
         the Program Guidelines. TERI will use all reasonable efforts to make
         payment on its guaranty within sixty (60) days, and will in any event
         make payment within ninety (90) days, of receipt of a demand from the
         LENDER stating the name of the Borrower and the type of Guaranty Event
         that has occurred accompanied by the full claim documentation required
         in the Program Guidelines.

2.2      TERI's guaranty is conditioned upon the following:

         a.       The LENDER must have filed its claim for guaranty payment
                  within the time period and following the procedures specified
                  in the Program Guidelines.

         b.       The LENDER and its predecessors in interest must at all times
                  have exercised Due Diligence with respect to the Loan (or
                  shall have cured any failure to exercise Due Diligence under
                  the reinstatement provisions in Section 2.4 hereof and the
                  Program Guidelines), and must have complied

with all other requirements of the Program Guidelines applicable to the Loan.

c. The LENDER shall have paid to TERI the Initial Guaranty Fee (as defined in Section 3.3.a below) for the Loan in question, and shall have paid to the Agent any Subsequent Guaranty Fee (as defined in Section 3.3.b below) for the Loan in question which is due and payable as provided in Section 3.3.b below.

d. TERI must have received from the LENDER the original Promissory Note, enforceable against the Borrower (except as provided in this Section 2.2(d), below), endorsed to TERI in such manner as to transfer to TERI all rights in and title to such Promissory Note, free and clear of all liens and encumbrances, and of all defenses, counterclaims, offsets, and rights of rescission that might be raised by the Borrower. Submission of a claim to TERI shall constitute the LENDER's certification that the conditions of 2.2.b. and 2.2.d. have been met, and TERI is entitled to rely on such certification.

Subsections 2.2.b. and 2.2.d above notwithstanding, if a Loan submitted for guaranty was originated by TERI on behalf of the LENDER pursuant to a Loan Origination Agreement between the parties, (i) TERI will not deny the LENDER's guaranty claim on such Loan if the sole basis for denial is a violation of the Program Guidelines or a violation of Massachusetts or federal law committed by TERI in the origination process, and (ii) TERI will have no recourse against the LENDER in the event that TERI's actions or omissions in the origination process shall have given rise to a defense in favor of the Borrower in a suit on the Promissory Note.

2.3 TERI's guaranty obligation with respect to any Loan shall not be terminated or otherwise affected or impaired (i) by the LENDER's granting an extension to the Borrower of time to make scheduled payments, or by any other indulgence the LENDER may grant to the Borrower, provided that all extensions and other indulgences meet the forbearance standards and other requirements of the Program Guidelines; or, Section 2.2.d above notwithstanding, (ii) because of any fraud in the execution of the Promissory Note, (iii) because of any illegal or improper acts of the Borrower, (iv) because the Borrower may be relieved of liability for such Loan due to lack of contractual capacity or any other statutory exemption.

2.4 If TERI properly denies the LENDER's claim on any Loan on the grounds of Due Diligence deficiencies, the LENDER may thereafter require that TERI reinstate the guaranty of such Loan if (a) the LENDER corrects such deficiencies and receives four (4) consecutive full on-time monthly payments from the Borrower, according to any schedule permitted by the Program Guidelines, and if at the time

of the LENDER's request the Borrower is within thirty (30) days of being current on all principal and interest payments on such Loan, or
(b) the LENDER satisfies any other method of cure set forth in the Program Guidelines.

2.5 TERI's guaranty hereunder is a continuing and absolute guaranty of payment and not merely of collection, covering Loans made in accordance herewith either (i) prior to termination of this Agreement, or (ii) based upon applications received by the LENDER prior to such termination; and shall not affect TERI's obligations to the LENDER then existing, whether direct or indirect, absolute or contingent, then due or thereafter to become due.

2.6 TERI agrees not to exercise any right of subrogation, reimbursement, indemnity, contribution or the like against the Borrower of any Loan unless and until all TERI's obligations under this Agreement with respect to such Loan have been satisfied in full, except to the extent that it is deemed a valid claimant as a contingent creditor, for example, under Title 11 of the United States Code (the "Bankruptcy Code"), or applicable state law.

2.7 TERI will permit the LENDER, any duly designated representative of the LENDER, or any governmental body having jurisdiction over the LENDER (subject to written notice being provided to TERI by the LENDER, identifying the requesting party and the date of the review), to examine and audit the books and records of TERI pertaining to the Loans, at any time during TERI's regular business hours, provided that in the case of examinations by the LENDER or its representative absent good cause (i) TERI must be given ten (10) business days' prior written notice and, (ii) no more than one such audit may be conducted with respect to any twelve-month period or will take place in any twelve-month period. In no event will any audit be performed during July, August, September, or October in any year except at the request of a regulatory authority having jurisdiction over the LENDER.

2.8 TERI will indemnify the LENDER and hold it harmless from and against any loss, cost, damage and expense that the LENDER may suffer as a result of claims arising out of TERI's actions or omissions relative to the LENDER's participation in the Program. "Expense" includes, without limitation, the LENDER's reasonable attorney's fees. TERI will further indemnify the LENDER and hold it harmless from and against any claim brought against the LENDER by any Borrower based on actions or omissions of the LENDER that were mandated under the Program Guidelines.

2.9 Although the LENDER agrees not to use any loan servicer not approved by TERI, the LENDER acknowledges that TERI's approval of a servicer is in no way an endorsement of such servicer and that TERI shall have no liability to the LENDER for any losses arising from such servicer's failure to comply with Due Diligence or the Program Guidelines or applicable law, nor shall TERI be

required to honor any claim submitted by such servicer if the claim does not comply with the requirements of this Agreement.

Section 3: OBLIGATIONS OF THE LENDER

3.1 In originating, servicing, disbursing, and collecting Loans, the LENDER will comply, and cause its servicer and others acting on its behalf to comply, with all applicable requirements of federal and state laws and regulations.

3.2 The LENDER will use Promissory Notes, Loan applications, disclosure statements, and other forms mutually agreeable to the parties. The forms of application and Promissory Note and disclosure statement attached hereto as part of the Program Guidelines are agreed to be satisfactory to both parties. Without limiting the generality of
Section 3.1, the LENDER warrants the conformity of such instruments and any agreed successors thereto with all applicable legal requirements, other than those of federal and Massachusetts law and regulation, and TERI warrants their conformity with Massachusetts and federal law.

3.3 The LENDER will pay a guaranty fee for each Loan (the "Guaranty Fee") as follows:

a. At the time of disbursement of the Loan, the LENDER will promptly remit to TERI [**] percent ([**]%) of the principal amount of Loan disbursed (the "Initial Guaranty Fee").

b. At the time of disbursement of the Loan, such additional fees as are set forth in the fifth column of Schedule 3.3 ("Subsequent Guaranty Fee").

c. Failure to remit any Guaranty Fee within thirty (30) days of the time set forth above will not be a breach of this Agreement but will void TERI's guaranty of the Loan concerned.

d. Anything in the Program Guidelines to the contrary notwithstanding, if the LENDER is required under the terms of a Promissory Note to refund all or part of the Guaranty Fees identified above to a Borrower, TERI will refund all or part of the Initial Guaranty Fee and the Agent will refund all or part of any Subsequent Guaranty Fee it has received to the LENDER upon being so advised in writing.

3.4 If TERI shall have purchased a Loan due to the occurrence or alleged occurrence of a Guaranty Event described in Section 1.4.a and/or 1.4.b above, the LENDER will promptly repurchase such Loan from TERI, (i) if TERI succeeds, after purchase, in obtaining from the Borrower three full consecutive on-time monthly payments, according to any schedule permitted by the Program Guidelines, provided that on the date of TERI's notice to repurchase, the Borrower is within thirty (30) days of being current on his or her payments on such Loan; provided

that this repurchase obligation may be invoked by TERI only once as to any Loan; or (ii) subject to Section 2.3 above, if TERI should determine that the Loan does not meet the conditions set forth in subsection (b), (c) and (d) of Section 2.2 above.

3.5 To the extent permitted by applicable law, the LENDER will deliver to TERI such reports, documents, and other information concerning the Loans as TERI may reasonably require, and permit independent auditors or authorized representatives of TERI, and governmental agencies, if any, having regulatory authority over TERI, to have access to the operational and financial records and procedures directly applicable to Loans and to the LENDER's participation in the Program.

3.6 If the LENDER should violate any term of this Agreement, it will be liable to TERI for all loss, cost, damage, and expense sustained by TERI as a result. The LENDER will indemnify TERI and hold it harmless from and against all loss, cost, damage, and expense that TERI may suffer as a result of claims arising out of the LENDER's actions or omissions relative to the LENDER's participation in the Program unless such actions or omissions are specifically required by this Agreement. The LENDER will similarly indemnify TERI with respect to any defenses arising from the LENDER's violation of or failure to comply with any law, regulation, or order, or any term of this Agreement, that may be raised by a Borrower to any suit upon a Promissory Note. "Expense" includes, without limitation, TERI's reasonable attorney's fees.

Section 4: REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that its execution, delivery and performance of this Agreement are within its power and authority, have been authorized by proper proceedings, and do not and will not contravene any provision of law or such party's organization documents or by-laws or contravene any provision of, or constitute an event of default or an event which, with the lapse of time or with the giving of notice or both, would constitute an event of default, under any other agreement, instrument or undertaking by which such party is bound. Each party represents and warrants that it has and will maintain in full force and effect all licenses required under applicable state, federal, local or other law for the conduct of all activities contemplated by this Agreement and comply with all requirements of such applicable law relative to its licenses and the conduct of all activities contemplated by this Agreement. This Agreement and all of its terms and provisions are and shall remain the legal and binding obligation of the parties, enforceable in accordance with its terms subject to bankruptcy and insolvency laws. The warranties given herein shall survive any termination of this Agreement.

4.2 The parties acknowledge that TERI is not an insurer or reinsurer and the LENDER expressly waives all claims it might otherwise have under applicable law were TERI to be held by any court or regulatory agency to be acting as an

insurer or reinsurer hereunder. The only obligations of TERI to the LENDER shall be those expressly set forth herein.

Section 5: MISCELLANEOUS

5.1 Neither party is or will hold itself out to be the agent, partner, or joint venturer of the other party with regard to any transaction under or pursuant to this Agreement.

5.2 Each party's respective rights, remedies, powers, privileges, and discretions ("Rights and Remedies") shall be cumulative and not exclusive. No delay or omission by either party in exercising or enforcing any of its Rights and Remedies shall operate as to constitute a waiver of them. No waiver by a party of any default under this Agreement shall operate as a waiver of any subsequent or other default under this Agreement. No single or partial exercise by a party of any of its Rights and Remedies shall preclude the other or further exercise of such Rights and Remedies. No waiver or modification by a party of the Rights and Remedies on any one occasion shall be deemed a continuing waiver. A party may exercise its various Rights and Remedies at such time or times and in such order of preference as it in its sole discretion may determine. In no event will either party be liable to the other for special, incidental, or consequential damages, including but not limited to lost profits, even if advised in advance of the possibility of the same, or for punitive or exemplary damages, provided that such exclusions shall not apply to the indemnification against an award of such damages pursuant to a third party claim.

5.3 This Agreement represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement, together with any contemporaneous contract concerning credit analysis or other loan origination functions, supersedes all prior communications whatsoever between the parties relative in any way to Loans or the LENDER's participation in the Program. This Agreement may be modified only by written agreement of the parties hereto, except as may otherwise be set forth herein.

5.4 Any determination that any provision of this Agreement is invalid, illegal, or unenforceable in any respect shall not affect the validity, legality, or enforceability of such provision in any other instance and shall not affect the validity, legality, or enforceability of any other provision of this Agreement.

5.5 Each of the parties will timely implement, if it has not already, and will maintain, a reasonable disaster recovery plan. Subject to the foregoing, no party hereto shall be responsible for, or in breach of this Agreement if it is unable to perform as a result of delays or failures due to any cause beyond its control, howsoever arising, and not due to its own act or negligence and that cannot be overcome by the exercise of due diligence. Such causes shall include, but not be limited to, labor disturbances, riots, fires, earthquakes, floods, storms, lightning, epidemics, wars, civil disorder, hostilities, expropriation or confiscation of property, failure

or delay by carriers, interference by civil and military authorities whether by legal proceeding or in fact and whether purporting to act under some constitution, decree, law or otherwise, acts of God and perils of the sea.

5.6 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof.

5.7 This Agreement will be binding on the parties' respective successors and assigns. It may not be assigned by either party without the other's written consent, which will not be unreasonably withheld, provided that: (a) the LENDER may assign any Loan, together with the provisions hereof as applicable to such Loan, to FMC or any SPE; and (b) TERI has sub-contracted and hereafter may continue to subcontract any administrative obligations necessary or convenient to TERI to perform its obligations hereunder to FMC or any subsidiary or affiliate of FMC.

5.8 Notice for any purpose hereunder may be given by any means requiring receipt signature, or by facsimile transmission confirmed by first class mail. In the case of TERI, notices should be sent to its President, and if by fax, to (617) 451-9425. In the case of the LENDER, notices should be sent to Robert Moriale, Charter One Bank, N.A., Student Lending Department, 833 Boradway, Albany, NY 12207. Either party may from time to time change the person, address or fax number for notice purposes by formal notice to the other party.

Section 6: CHANGES TO PROGRAM GUIDELINES

The parties agree that the Program Guidelines will need to be updated and modified to respond to changed conditions from time to time. The parties intend to make such modifications in a manner that does not interfere with the ordinary advertising and origination cycle for education loans. Amendments necessary to meet state or federal regulatory requirements may be made at any time. With respect to all other changes, the parties shall exchange requests for modification of the Program Guidelines, including without limitation any requested changes to the provisions of the Program Guidelines concerning the Guaranty Fees, in the first part of the first calendar quarter of each year. Each party shall respond in writing to proposals from the other within 30 days, in writing, and both parties will attempt to resolve any differences within 30 days after receiving a response to a request. All modifications must be mutually acceptable. Any modifications approved by the parties and not requiring system adjustments by the LENDER's loan servicer shall take effect within thirty (30) days after approval. Modifications requiring system adjustments by the LENDER's loan servicer shall take effect as soon after approval as such servicer shall be able to adjust its systems to accept loans made on the modified terms. The parties shall use their best efforts to conclude all negotiations of proposed changes prior to May 1 of each year. The foregoing process shall not apply to modification of the Servicing Guidelines, which are subject to a modification process contained therein.

Section 7: TERM AND TERMINATION

7.1 The initial term of this Agreement shall commence on May 15, 2002, and shall continue until May 1, 2003. Thereafter, this Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal and termination not less that ninety (90) days prior to the end of the then-current term.

7.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 7, above, the party proposing the modification shall have the option of terminating this Agreement by providing written notice of termination to the other party. Such termination will be effective on the following May 1.

7.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, this Agreement will be deemed terminated thereupon immediately without the need of notice from the other party, and the party becoming subject to such proceedings will promptly notify the other party thereof.

7.4 Termination shall be prospective only and shall not affect the obligations of the parties hereto which were incurred prior to such termination or any of the warranties and indemnities contained herein or the provisions of Section 8 below (regarding confidentiality). Not less than thirty (30) days prior to the effective date of termination, TERI may by additional notice to the Lender terminate its obligation to assume the guaranty of all or any subset of otherwise qualifying Loans as to which a commitment to lend is made after the Lender's receipt of such additional notice. In the absence of such additional notice TERI will, subject to the terms and conditions of this Agreement, assume the guaranty of all Loans as to which a commitment to lend is made prior to the effective date of termination. In the event this Agreement terminates or expires and only one disbursement of a multi-disbursement loan has been made prior to that date, the other disbursement will also be guaranteed pursuant to the terms of this Agreement.

Section 8: CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

8.1 TERI and the LENDER each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. Without limiting the foregoing, TERI may disclose any of LENDER's Confidential Information to any

entity to which TERI subcontracts its obligations under this Agreement pursuant to Section 5.7(b) hereof.

8.2 In accordance with the provisions of Title V of the Gramm-Leach-Bliley Act (the "GLB Act") and Federal Reserve Board Regulation P ("Regulation P"), TERI agrees to respect and protect the security and confidentiality of any "nonpublic personal information" (as defined in the GLB Act and Regulation P) relating to applicants for Loans and to Borrowers, including, where applicable, the restrictions on the re-use and disclosure of such information set forth in the GLB Act and Regulation P.

8.3 Without limiting the foregoing, TERI may retain as its own property and use for any lawful purpose any or all aggregated or de-identified data concerning Loan applicants and Borrowers, which does not include the name, address or social security number of the Loan applicants or Borrowers. TERI may sell, assign, transfer or disclose such information to third parties including, without limitation, FMC, who may also use such information for any lawful purpose.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, TERI and the LENDER have caused this instrument to be executed by their duly authorized officers under seal as of the day and year indicated above.

THE EDUCATION RESOURCES             CHARTER ONE BANK, N.A.
INSTITUTE, INC.

By: /Ann S. Coles/                  By: /Linda M. Rankey/
Print Name: Ann S. Coles            Print Name: Linda M. Rankey
Title: Acting President             Title: Production Manager

TABLE OF EXHIBITS

Exhibit A - Program Guidelines for CFS Direct to Consumer Loan Program

Schedule 3.3 - Guaranty Fee Amounts

EXHIBIT A

PROGRAM GUIDELINES FOR CFS DIRECT TO CONSUMER LOAN PROGRAM

[**]

SCHEDULE 3.3

GUARANTY FEE AMOUNTS

[**]

AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS

This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is made and entered into as of May 15, 2002, by and among THE EDUCATION RESOURCES INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 330 Stuart Street, Suite 500, Boston, Massachusetts 02116 ("TERI"), and CHARTER ONE BANK, N.A., a national bank with its principal place of business at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 ("Lender").

WITNESSETH

WHEREAS TERI and Lender entered into Guaranty Agreements and Loan Origination Agreements for the CFS Direct to Consumer Loan Program (dated May 15, 2002); AMS TuitionPay Diploma Loan Program (dated May 15, 2002); Education Assistance Services Alternative Loan Program (dated May 15, 2002); NextStudent Alternative Loan Program (dated May 15, 2002); GMAC Alternative Loan Program
(dated July 15, 2002); and CLC Alternative Loan Program (dated July 1, 2002)
(collectively, the "Guaranty Agreements" and the "Loan Origination Agreements"); and

WHEREAS the parties hereto desire to amend the Guaranty Agreements and the Loan Origination Agreements as set forth herein;

NOW THEREFORE in consideration of the premises and for other good and valuable consideration, the parties agree as follows:

I. Guaranty Agreement Amendments. TERI and Lender hereby agree to amend each of the Guaranty Agreements as set forth below. Each amended section of the Guaranty Agreements is set forth below in its entirety, with deletions to each section marked with a strikethrough and additions to each section underlined twice:

A. Section 1.1 of each of the Guaranty Agreements is revised as follows:

"1.1 "Agent" shall mean State Street Bank and Trust Company, its successors and assigns, in its capacity as Agent under the Deposit and Security Agreement among TERI, the LENDER, the Agent, and the First Marblehead Corporation ("FMC") of even date herewith (the "Deposit and Security Agreement")."

B. Section 1.10 of each of the Guaranty Agreements is revised as follows:

"1.10 "Securitization Transaction" shall mean and refer to (a) a purchase of Loans guaranteed hereunder by a special purpose entity ("SPE") formed by FMC, which

purchase is funded through the issuance of debt instruments or other securities by such entity, the repayment of which is supported by payments on the Loans or
(b) any other transaction whereby a Loan is transferred from the LENDER to FMC or one of its affiliates."

C. The second paragraph of Section 2.2.d of each of the Guaranty Agreements is revised as follows:

"Subsections 2.2.b. and 2.2.d. above notwithstanding, if a Loan submitted for guaranty was originated by TERI on behalf of the LENDER pursuant to a Loan Origination Agreement between the parties, (i) TERI will not deny the LENDER's guaranty claim on such Loan if the sole basis for denial is a violation of the Program Guidelines or a violation of Massachusetts or federal law committed by TERI in the origination process, and (ii) TERI will have no recourse against the LENDER in the event that TERI's actions or omissions in the origination process shall have given rise to a successful defense in favor of the Borrower in a suit on the Promissory Note."

D. Section 2.4 of each of the Guaranty Agreements is revised as follows:

TERI may deny the LENDER's Guaranty Claim on any Loan on the grounds of Due Diligence deficiencies. If TERI properly denies the LENDER's claim on any Loan on the grounds of Due Diligence deficiencies, the LENDER may thereafter require that TERI reinstate the guaranty of such Loan if (a) the LENDER corrects such deficiencies and receives four (4) consecutive full on-time monthly payments from the Borrower, according to any schedule permitted by the Program Guidelines, and if at the time of the LENDER's request the Borrower is within thirty (30) days of being current on all principal and interest payments on such Loan, or (b) the LENDER satisfies any other method of cure set forth in the Program Guidelines.

E. Section 2.8 of each of the Guaranty Agreements is revised as follows:

"2.8 TERI will indemnify the LENDER and hold it harmless from and against any loss, cost, damage or expense that the LENDER may suffer as a result of claims to the extent they arise out of TERI's actions or omissions relative to the LENDER's participation in the Program and do not arise out of the LENDER's actions or omissions. "Expense" includes, without limitation, the LENDER's reasonable attorney's fees. TERI will further indemnify the LENDER and hold it harmless from and against any claim brought against the LENDER by any Borrower based on actions or omissions of the LENDER that were mandated under the Program Guidelines."

F. Section 3.1 of each of the Guaranty Agreements is revised as follows:

"3.1 In originating, servicing, disbursing, and collecting Loans, the LENDER will comply, and cause its servicer and others acting on its behalf to comply, at all

times with all Program Guidelines (including Due Diligence requirements) and all applicable requirements of federal and state laws and regulations."

G. Section 3.2 of each of the Guaranty Agreements is revised as follows:

"3.2 The LENDER will use Promissory Notes, Loan applications, disclosure statements, and other forms mutually agreeable to the parties. The forms of Promissory Notes, Loan applications and disclosure statement attached hereto as part of the Program Guidelines are agreed to be satisfactory to both parties. Without limiting the generality of Sections 3.1 and 4.1, the LENDER warrants the conformity of such instruments and any agreed successors thereto with all applicable legal requirements, other than those of federal and Massachusetts laws and regulations, and TERI warrants their conformity with Massachusetts and federal law laws. In addition, upon TERI's request, the LENDER will submit to TERI sample copies of promotional and marketing materials used in connection with the Program. No such delivery of materials shall constitute or be construed as a representation or warranty by TERI that such materials comply with applicable law or with the LENDER's obligations under this Agreement, and no such delivery shall excuse the LENDER's performance of any of its obligations under this Agreement."

H. Section 3.3.b of each of the Guaranty Agreements, except for the Guaranty Agreement dated May 15, 2002, for the CFS Direct-to-Consumer Loan Program, is revised as follows:

"b. At such times as are set forth in Schedule 3.3 attached hereto and incorporated herein by reference, such additional fees as are set forth in the fifth and sixth columns of Schedule 3.3 ("Subsequent Guaranty Fee"). If the terms of Schedule 3.3 call for any Guaranty Fees to be paid to TERI or to the Agent concurrent with the Securitization Transaction, LENDER shall pay the fees directly (and be reimbursed in the Securitization Transaction to the extent provided in the Note Purchase Agreement), or (ii) for the purchaser to pay the fees directly. In the event that a Guaranty claim is made with respect to a Loan before a Subsequent Guaranty Fee is scheduled to be paid by the LENDER for such Loan, the Subsequent Guaranty Fee shall become immediately due and payable. In the event that a loan is prepaid in full prior to the date that a Subsequent Guaranty Fee is scheduled to be paid by the LENDER for such Loan, the Subsequent Guaranty Fee shall nevertheless become due and payable at the time that would have applied if such prepayment had not occurred. For example, if a Subsequent Guaranty Fee is due at the time of a Securitization Transaction and a Loan is prepaid before it is eligible for Securitization, then the Subsequent Guaranty Fee with respect to such Loan shall become due at the first Securitization Transaction when such Loan would have been eligible for inclusion, had prepayment not occurred. In the event that FMC fails to purchase any loan under the Note Purchase Agreement, and the LENDER sells such loan to a third party, the Guaranty Fees due with respect to such loan at the time of a Securitization Transaction will instead be paid by the LENDER at the time the loan is sold to the third party."

I. Section 3.3.c of each of the Guaranty Agreements is revised as follows:

"c. Failure to remit any Guaranty Fee within thirty (30) days of the time set forth above will not affect the validity of the guaranty for any Loan for which the Guaranty Fee has already been paid in full, but, as a result, TERI will have the right, at its discretion to (i) void its obligation to guarantee or collect the Loan to which such Guaranty Fee relates or (ii) collect the amount of any such Guaranty Fee and to add interest at the rate of eighteen percent (18%) per annum from the disbursement date of the Loan to which such Guaranty Fee relates, plus any costs (including attorneys' fees and expenses) incurred by TERI in collecting or attempting to collect such Guaranty Fee from the LENDER."

J. Section 3.4 of each of the Guaranty Agreements is revised as follows:

"3.4 If TERI shall have purchased a Loan pursuant to Section 2.1 above, the LENDER will promptly repurchase such Loan upon request from TERI if (i) TERI succeeds, after purchasing, in obtaining from the Borrower three full consecutive on-time monthly payments, according to any schedule permitted by the Program Guidelines, provided that on the date of TERI's notice to repurchase, the Borrower is within thirty (30) days of being current on his or her payments on such Loan, and provided further that this repurchase obligation may be invoked by TERI only once as to any Loan (in which case, the Loan shall be considered "rehabilitated"); or (ii) , if TERI should determine that the Loan does not meet the conditions set forth in subsections b., c. and d. of Section 2.2 above. With respect to the repurchase of any Guaranteed Loan pursuant to this Section 3.4, the repurchase price shall be equal to (1) the remaining unpaid principal balance of such Loan, plus (2) any accrued and unpaid interest thereon."

K. (1) Section 3.5 of each of the Guaranty Agreements is revised as follows:

"3.5 To the extent permitted by applicable law, the LENDER will (i) deliver to TERI such reports, documents, and other information concerning the Loans as TERI may reasonably require, and (ii) permit independent auditors, authorized representatives of TERI and governmental agencies, if any, having regulatory authority over TERI, to have access to the operational and financial records and procedures directly applicable to Loans and to the LENDER's participation in the Program. LENDER will cause its loan servicer to deliver to TERI such reports, documents, and other detailed information concerning each Loan as TERI may reasonably require. LENDER shall provide a monthly report containing the information set forth on Exhibit B hereto at LENDER's actual cost, if any. Any other reporting or information shall be provided upon TERI's agreement to reimburse LENDER for its incremental cost of such report."

(2) Exhibit B is added to each of the Guaranty Agreements in the form of Exhibit B attached hereto.

L. Section 3.6 of each of the Guaranty Agreements is revised as follows:

"3.6 If the LENDER should violate any term of this Agreement, it will be liable to TERI for all loss, cost, damage or expense sustained by TERI as a result. The LENDER will indemnify TERI and hold it harmless from and against all loss, cost, damage or expense that TERI may suffer as a result of claims to the extent they arise out of the LENDER's actions or omissions relative to the LENDER's participation in the Program unless such actions or omissions are specifically required by this Agreement, and do not arise out of TERI's actions or omissions. The LENDER will similarly indemnify TERI with respect to any defenses arising from the LENDER's violation of or failure to comply with any law, regulation or order, or any term of this Agreement, that may be raised by a Borrower to any suit upon a Promissory Note. "Expense" includes, without limitation, TERI's reasonable attorney's fees."

M. Section 5.7 of each of the Guaranty Agreements is revised as follows:

"5.7 This Agreement will be binding on the parties' respective successors and assigns. Except as otherwise set forth in this Section 5.7, this Agreement may not be assigned by either party without the other's written consent.

a. The LENDER may, without TERI's consent, assign any Loan, together with the provisions hereof as applicable to such Loan, to another entity participating in the Program, or to an SPE formed by the LENDER, in each case upon written notice to TERI.

b. TERI specifically acknowledges that FMC or an SPE sponsored by FMC is expected to purchase some or all of the Loans, and this Agreement shall inure to the benefit of FMC or any such SPE upon such purchase. No notice of such purchase or consent to the assignment of the LENDER's rights under this Agreement in connection with a purchase of some or all of the Loans by FMC or any SPE sponsored by FMC shall be necessary.

c. In assigning any Loan and its rights under this Agreement relating to such Loan in accordance with Section 5.7(a), (i) the LENDER's written notice to TERI must be made within thirty (30) days after said assignment and must identify each Loan to which such assignment relates, and (ii) TERI will fully cooperate with any Securitization Transaction or other sale of a portfolio of Loans, provided it is given thirty (30) days advance written notice of the date that information or documents are required of it and provided that its reasonable legal fees and other expenses incurred in connection with such transaction are reimbursed by the seller of such Loans.

d. Except for any assignment hereunder to FMC or any SPE sponsored by FMC in connection with a purchase of Loans as described in subsection b., above, no assignment of Loans or the LENDER's rights hereunder without TERI's express written consent shall release the LENDER from any liability to TERI under this Agreement arising out of the LENDER's ownership of such Loans (whether arising prior to, as a result of or after the sale of such Loans by the LENDER) including, without limitation, the LENDER's obligation to pay any unpaid Guaranty Fees and to repurchase Loans pursuant to Section 3.4.

e. The Lender acknowledges that TERI has outsourced or subcontracted some or all of its administrative functions, including but not limited to the processing of guarantee claims, to First Marblehead Education Resources, Inc. In addition, the Lender acknowledges that TERI has subcontracted and may hereafter subcontract any administrative obligations necessary or convenient to TERI to perform its obligations hereunder, and that such subcontracts do not and shall not require the consent of the LENDER. Such outsourcing or subcontracting shall not relieve TERI of its obligations under this Agreement."

N. Section 6 of the Guaranty Agreements is revised as follows:

"The parties agree that the Program Guidelines will need to be updated and modified from time to time to respond to changed conditions. The parties intend to make such modifications in a manner that does not interfere with the ordinary advertising and origination cycle for education loans. Amendments necessary to meet state or federal regulatory requirements may be made at any time. With respect to all other changes, the parties shall exchange requests for modification of the Program Guidelines, including without limitation any requested changes to the provisions of the Program Guidelines concerning the Guaranty Fees, in the first part of the first calendar quarter of each year. Each party shall respond in writing to proposals from the other within thirty
(30) days, and both parties will attempt to resolve any differences within thirty (30) days after receiving a response to a request. All modifications must be mutually acceptable. Any modifications approved by the parties and not requiring system adjustments by the LENDER's loan servicer shall take effect within thirty (30) days after approval. Modifications requiring system adjustments by the LENDER's loan servicer shall take effect as soon after approval as such servicer shall be able to adjust its systems to accept loans made on the modified terms, and the LENDER agrees to take such actions as are reasonably necessary to ensure that such servicer adjusts its systems as promptly as practicable. The parties shall use their best efforts to conclude all negotiations of proposed changes prior to May 1 of each year. The foregoing process shall not apply to modification of the Servicing Guidelines, which are subject to the modification process contained therein."

O. Section 7.2 of each of the Guaranty Agreements is revised as follows:

"7.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 6.1, above, the party proposing the

modification shall have the option of terminating this Agreement effective immediately upon written notice of termination to the other party, provided that the party desiring to exercise this option to terminate does so within thirty
(30) days of the end of the thirty (30) day period provided in Section 6.1 for the resolution of any differences."

II. Loan Origination Agreement Amendments. TERI and Lender hereby agree to amend each of the Loan Origination Agreements as set forth below. Each amended section of the Loan Origination Agreements is set forth below in its entirety, with deletions to each section marked with a strikethrough and additions to each section underlined twice:

A. The last paragraph of Section 4 of each of the Loan Origination Agreements is revised to read:

"All billed fees will be paid within thirty (30) days of the Lender's receipt of TERI's invoice, except fees subject to good faith dispute. Any nondisputed amounts unpaid after sixty (60) days will be subject to a late fee of 1.5% per month until paid in full. TERI's invoice will state the number of applications received, approved, and processed during the month covered by the invoice."

B. Section 11.b of each of the Loan Origination Agreements is revised to read:

"b. If either party is in breach hereof, the other may terminate this Agreement upon written notice, unless the breach is cured within (i) ten (10) business days after written notice in the case of failure to pay monies due, and
(ii) thirty days in the case of all other breaches. If the breach is governed by
Section 10 above ("Force Majeure"), the 30-day cure period will be extended day-for-day by the number of days, not to exceed 60, that the party is prevented from performing by circumstances beyond its reasonable control."

C. Section 11.d of each of the Loan Origination Agreements is revised to read:

"d. Upon termination of this Agreement, all books and records in TERI's possession relating to Loan origination and history under this Agreement will promptly be turned over to the Lender, provided that TERI may keep copies as it deems advisable for archival purpose or as required by applicable law. The foregoing provision shall not affect TERI's right to retain and use loan data in its capacity as guarantor under the Guaranty Agreement."

III. Effectiveness. For each Guaranty Agreement and Loan Origination Agreement listed in the first recital above, this Amendment shall take effect as of the date of the original Agreements, as listed in the first recital above. Except as

expressly amended herein, each of the Guaranty Agreements and Loan Origination Agreements remains in full force and effect.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By: /Lawrence W. O'Toole/

CHARTER ONE BANK, N.A.

By: /Linda M. Rankey/

EXHIBIT B

SERVICER DATA REQUIREMENTS

[**]

AMENDMENT
to
PROGRAM AGREEMENTS

Charter One Bank, N.A.
(CFS Alternative Loan Program)

This Amendment is entered into as of the 1st day of May, 2003 by and among Charter One Bank, N.A., a national bank organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 (the "Lender"), The First Marblehead Corporation, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts ("FMC"), and The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116 ("TERI") with regard to the Guaranty Agreement between Lender and TERI dated May 15, 2002 (the " Guaranty Agreement"), the Loan Origination Agreement between the same parties dated May 15, 2002 (the "Loan Origination Agreement") and the Note Purchase Agreement between Lender and FMC dated May 15, 2002. Capitalized terms used herein without definition have the meaning set forth in the Guaranty Agreement.

WHEREAS the parties entered into a Deposit and Security Agreement, Guaranty Agreement, Loan Origination Agreement, Note Purchase Agreement, and Marketing Agreement, all as heretofore amended, and including all Exhibits and Schedules thereto, on May 15, 2002 (collectively, the "Program Agreements"); and

WHEREAS, pursuant to the terms of the Guaranty Agreement, TERI provides guaranties of education loans made by the Lender; and

WHEREAS, TERI and Lender desire to adopt new program terms and to improve the customer service and pricing that they offer to borrowers; and

WHEREAS, such improvements include offering risk-based pricing to borrowers;

WHEREAS, as a loan guarantor, TERI has established a program of risk-based pricing based on tiered guaranty fees and/or tiered interest rates ("Risk-Based Pricing"), which pricing is set forth on Exhibit A, that it believes correspond with the actual risk of lending to borrowers with lesser creditworthiness;

WHEREAS, Lender desires to make use of the TERI Risk-Based Pricing system in order to increase overall approval rates and increase its business; and

WHEREAS, Lender is free to set its prices to consumers at any level it desires, free from constraint by TERI, so long as Lender pays TERI the guaranty fees required under the Guaranty Agreement and the Program Guidelines incorporated therein; and

WHEREAS, in an effort to offer a more diverse education loan program, the parties wish to amend and expand the Program to include loans disbursed through school channels.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed as follows:

1. Pricing. TERI and the Lender hereby amend and restate Schedule 3.3 to the Guaranty Agreement by adopting the Schedule 3.3 attached hereto. TERI bases Risk Based Pricing upon the projected net cost of defaults, which TERI believes provides business justification for the pricing levels set forth in the risk-based pricing it has offered to Lender. Any representation or warranty of compliance with federal or state law made by TERI in the Guaranty Agreement or the Loan Origination Agreement that may relate to Risk Based Pricing does not extend beyond the pricing actually included in the Program Guidelines and in Schedule 3.3 attached hereto.

2. Program Guidelines. TERI and the Lender hereby amend and restate the Program Guidelines by adopting the Program Guidelines attached hereto as Exhibit A. Promissory notes and the Truth-in-Lending Disclosure for program year 2003-04 for the CFS Alternative Loan Program shall be agreed to by the parties in separate writings (which may take the form of e-mail correspondence).

3. Purchase Price. The Lender and FMC hereby amend and restate Section 2.04 of the Note Purchase Agreement to read in its entirety as set forth on Exhibit B attached hereto.

4. Definitions in the Note Purchase Agreement. In the Note Purchase Agreement,

(a) The Lender and FMC hereby amend and restate the definition of "Seasoned Loan" to read in its entirety as set forth on Exhibit C attached hereto.

(b) The following definitions are added to Section I:

(i) "School Channel" loans are those CFS Conforming Loans for which school certification is obtained, as set forth in the Program Guidelines. "School Channel" loans are identified in Schedule 3.3 of the Guaranty Agreement under the heading "Charter One School Channel Collegiate Funding Services Referral Loan Products."

(ii) "Direct to Consumer" loans are those CFS Conforming Loans for which proof of enrollment, but no school certification, is obtained, as set forth in the Program Guidelines. "Direct to Consumer" loans are identified in Schedule 3.3 of the Guaranty Agreement under the heading "Charter One Direct to Consumer Collegiate Funding Services Referral Loan Products."

5. Program Name. In each of the Program Agreements, the "CFS Direct to Consumer Loan Program" is hereby renamed the "CFS Alternative Loan Program".

6. Transition. This Amendment shall be effective for each Program loan for which applications are received on or after a date set by TERI by notice delivered to Lender as soon as reasonably possible.

6. Full Force and Effect. As amended herein, the Guaranty Agreement, Loan Origination Agreement, and Note Purchase Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

THE EDUCATION RESOURCES                     CHARTER ONE BANK, N.A.
INSTITUTE, INC.


By:  /Lawrence W. O'Toole/                  By:  /Linda M. Rankey/

Name: Name: Linda M. Rankey Title: Title: Production Manager

By:      /Ralph James/
Name:    Ralph James
Title:   President

SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND CHARTER ONE BANK

[**]

EXHIBIT A

CFS ALTERNATIVE LOAN PROGRAM
PROGRAM GUIDELINES

UPDATED:
APRIL 3, 2002
REV 1.0

[GRAPHIC OMITTED]

[GRAPHIC OMITTED]

Table of Contents

Program Overview

1. Schedule 3.3
2. TERI Underwriting Guidelines
3. PHEAA Servicing Guidelines
4. Program Borrower Documents
A. Promissory Notes B. Truth in Lending Disclosure

[**]

EXHIBIT B

2.04 Minimum Purchase Price

[**]

EXHIBIT C

[**]

EXHIBIT D

Amendment to Referral Marketing Agreement

[**]

AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS

This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is made and entered into as of January 1, 2004, by and between THE EDUCATION RESOURCES INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116 ("TERI"), and CHARTER ONE BANK, N.A., a national bank with its principal place of business at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 ("Lender").

WITNESSETH

WHEREAS TERI and Lender entered into Guaranty Agreements and Loan Origination Agreements identified on Exhibits A and B hereto (respectively, the "Guaranty Agreements" and the "Loan Origination Agreements"); and

WHEREAS the parties hereto desire to amend the Guaranty Agreements and the Loan Origination Agreements as set forth herein;

NOW THEREFORE in consideration of the premises and for other good and valuable consideration, the parties agree as follows:

I. Guaranty Agreement Amendments. TERI and Lender hereby agree to amend and restate certain sections of each of the Guaranty Agreements as set forth below.

A. The definition of "Guaranty Event" in each of the Guaranty Agreements is revised as follows:

"1.5 'Guaranty Event' shall mean any of the following events with respect to a Loan:

a. failure of a Borrower to make monthly principal and/or interest payments on a Loan when due, provided such failure persists for a period of one hundred eighty (180) consecutive days,

b. the filing of a petition in bankruptcy with respect to a Borrower, or

c. the death of a Borrower.

For Loans on which the Borrower is two or more persons, none of the above, with the exception of paragraph b., shall be a Guaranty Event unless one or more such events shall have occurred with

respect to all such persons. The foregoing notwithstanding, if a Borrower files a petition in bankruptcy pursuant to Chapter 7 of the U.S. Bankruptcy Code and does not seek a discharge of the affected Loan(s) under 11 U.S.C. ss.523(a)(8)(B) of the U.S. Bankruptcy Code, the LENDER at TERI's request will withdraw its guaranty claim unless or until one of the other Guaranty Events shall have occurred with respect thereto."

B. The following provision is hereby added to Section 3.3 of each of the Guaranty Agreements, as follows:

"In the event FMC has no further right or obligation under the Note Purchase Agreement to purchase a Loan in a Securitization Transaction, the LENDER shall pay all Subsequent Guaranty Fees that are due to be paid at the time of securitization as set forth in Schedule 3.3. Such fees shall be payable (A) with respect to any Loan already funded, within thirty (30) days after presentation of an invoice by TERI to the Lender, and (B) with respect to Loans funded after the date of such invoice, at the time of disbursement."

C. Section 8 of each of the Guaranty Agreements is hereby amended and restated to read in its entirety as follows:

"Section 8: CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

8.1 During the course of negotiating this Agreement and hereafter during the pendency of this Agreement, the parties from time to time may have revealed or may hereafter reveal to each other certain information concerning their respective business plans, business methods, financial data and projections, and/or information that is not generally known in the student loan industry, including, without limitation, the terms and conditions of this Agreement. All the foregoing is referred to herein as "Confidential Information." In TERI's case, its Confidential Information also includes, but is not limited to, information concerning the operation of its telephone and on-line loan applications procedures, and its online credit scoring system. Each party will use reasonable efforts to preserve the confidentiality of Confidential Information contained herein or disclosed to it by the other party, such efforts to be not less vigilant than those that such party uses to protect its own proprietary information. The foregoing is subject to the following qualifications:

a. No party will be so bound with respect to information that is or becomes public knowledge in the student loan industry

(but if it does so through any fault of such party that fault will be considered a material breach of this Agreement);

b. No party will be so bound with respect to information that is now or hereafter comes into its possession by its own documented independent efforts or from a third party who, so far as the recipient party has reason to believe, is under no comparable restriction with respect to such information;

c. Either party may disclose Confidential Information to its attorneys, auditors, agents, and consultants who are bound to maintain the confidentiality of such information;

d. Either party may disclose Confidential Information in the context of any regulatory review of its operations or as compelled by law, regulation, or court order, provided that in the context of a court order the party required to disclose will (i) give the other party prompt written notice upon learning of the requirement so that the other party may take appropriate action to prevent or limit the disclosure, (ii) consult with the other party and use all reasonable efforts to agree on the nature, form, timing and content of the disclosure, (iii) except as otherwise agreed under (ii), disclose no more than its counsel advises is legally required, and (iv) inform the Court and all counsel concerned that such information is and should be treated as confidential information of the other party; and

e. Information concerning Loans and Borrowers that comes into TERI's possession shall not be considered Confidential Information of the Lender.

f. Without limiting the foregoing, TERI may disclose any of the LENDER's Confidential Information to any entity to which TERI subcontracts its obligations under this Agreement pursuant to Section 5.7(e) hereof.

8.2 In accordance with the provisions of Title V of the Gramm-Leach-Bliley Act (the "GLB Act") and Federal Reserve Board Regulation P ("Regulation P"), TERI agrees, as a financial institution subject to Regulation P, to respect and protect the security and confidentiality of any "nonpublic personal information" (as defined in the GLB Act and Regulation P) relating to applicants for Loans and to Borrowers, including, where applicable, the restrictions on the re-use and disclosure of such information set forth in the GLB Act and Regulation P.

8.3 Without limiting the foregoing, TERI may retain as its own property and use for any lawful purpose any or all data concerning Loan applicants and Borrowers that does not include names, addresses or social security numbers. TERI may sell, assign, transfer or disclose aggregated or de-indentified data concerning Loan applicants and Borrowers that does not include names, addresses, social security numbers, account numbers, or any other identifying information to third parties including, without limitation, FMC, who may also use such information for any lawful purpose.

8.4 The parties acknowledge that a breach of any of the terms of this Section 8 would cause irreparable harm to the non-breaching party for which it could not be adequately compensated by monetary damages. Accordingly, both parties agree that, in addition to all other remedies available to the non-breaching party in an action at law, in the event of any breach or threatened breach by either party of the terms of this Section 8, the non-breaching party shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Section 8."

II. Loan Origination Agreement Amendments. TERI and Lender hereby agree to amend and restate certain sections of each of the Loan Origination Agreements as set forth below.

A. Section 7 of each of the Loan Origination Agreements is hereby amended to read as follows:

"Section 7: WARRANTIES AND REPRESENTATIONS

a. TERI and the Lender each represents and warrants to the other that it has full power and authority to enter into, deliver and perform this Agreement.

b. TERI and the Lender each represents and warrants to the other that it will at all times comply with the Truth-in-Lending Act, the Equal Credit Opportunity Act and similar consumer protection statutes adopted by the Federal Government and all other applicable jurisdictions and duly adopted regulations pertaining to each party. The foregoing notwithstanding, TERI will comply with all federal, state and local laws, rules and regulations applicable to the origination, disbursement, and maintenance of records concerning Loans subject to this Agreement, it being understood and agreed that such state and local laws, rules, and

regulations shall, with respect to TERI, only include (1) the laws of the Commonwealth of Massachusetts, (2) the laws of any other state that duplicate federal requirements, and (3) those state and local laws, rules, and regulations of which LENDER specifically informs TERI in writing and with which TERI specifically agrees in writing to comply (collectively, "Applicable Laws").

c. Without limiting the generality of the foregoing, TERI represents and warrants that:

(1) the origination of each Loan and any accompanying notices and disclosures conform to all Applicable Laws;

(2) the origination of each Loan was conducted in accordance with the Program Guidelines, including, without limitation, the requirements therein that (A) no loan be originated for a dead borrower or a borrower involved in a bankruptcy proceeding; (B) at least one borrower for each loan must be a United States citizen/national or a permanent resident alien of the United States, and (C) the borrower must have attained the age of majority at the time of the loan application;

(3) following procedures, policies, and underwriting criteria set forth in the Program Guidelines, TERI will obtain for each Loan a promissory note duly and properly executed by each borrower, any student maker named therein, and any cosigner thereunder;

(4) the promissory notes TERI uses in the performance of its obligations hereunder will conform to the promissory note forms included in the Program Guidelines and shall require interest accrual (whether or not such interest will be paid beginning shortly after disbursement of the loan or shall instead be capitalized) and provide or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the principal amount of the loan by its maturity, as such maturity may be modified in accordance with any applicable deferral forbearance periods granted in accordance with applicable law and the Program Guidelines;

(5) each Loan will be originated by TERI in the United States in the ordinary course of its business;

(6) each Loan will be made to an eligible borrower under the Program Guidelines with legal capacity to execute and deliver the promissory note under Applicable Laws;

(7) each promissory note documenting a Loan will contain consumer loan terms and involve guaranty fees payable to TERI in strict conformity with the Program Guidelines;

(8) no application for a Loan shall be rejected, approved, or discouraged by TERI on the basis of race, sex, color, religion, national origin, age (other than laws limiting the capacity to enter a binding contract) or marital status, the fact that all or a part of the borrower's or co-signer's income derives from any public assistance program, or the fact that the borrower or any co-signer has, in good faith, exercised any right under the Consumer Credit Protection Act; and

(9) TERI will commit no fraud, error, omission, misrepresentation, or similar occurrence with respect to any Loan originated hereunder and TERI's guaranty obligation under the Guaranty Agreement shall not be terminated or otherwise affected or impaired with respect to any Loan (A) by the LENDER's granting an extension of time to the Borrower to make scheduled payments, or by any other indulgence the LENDER may grant to the Borrower, provided that all extensions and other indulgences meet the forbearance standards and other requirements of the Program Guidelines, (B) because of any fraud in the execution of the promissory note relating to such Loan, (C) because of any illegal or improper acts of the Borrower, or (D) because the Borrower may be relieved of liability for such Loan due to lack of contractual capacity or any other statutory exemption."

III. Effectiveness. This Amendment shall take effect as of the date first listed above. Except as expressly amended herein, each of the Guaranty Agreements and Loan Origination Agreements remains in full force and effect.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By: /Lawrence W. O'Tooole/

CHARTER ONE BANK, N.A.

By: /Linda M. Rankey-Froggett/

EXHIBIT A

Guaranty Agreements

EXHIBIT B
Loan Origination Agreements

May 15, 2002, as amended in amendments
dated May 15, 2002 and May 1, 2003
(Collegiate Funding Services, LLC)

(Comerica Bank)

(PNC Bank)

(Student Assistance Foundation of
Montana)

(Navy Federal Credit Union)

(Washington Mutual Bank, F.A.)

(Education Services Foundation)

(Brazos Higher Education Service
Corporation)

(Illinois Designated Account
Purchasing Program)

FIFTH AMENDMENT
to
PROGRAM AGREEMENTS
Charter One Bank, N.A.
(CFS Alternative Loan Program)

This Amendment is entered into as of the 1st day of March, 2004 by and among Charter One Bank, N.A., a national bank organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 (the "Lender") and The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116 ("TERI") with regard to the Guaranty Agreement between Lender and TERI dated May 15, 2002 (the " Guaranty Agreement"). Capitalized terms used herein without definition have the meaning set forth in the Guaranty Agreement.

WHEREAS, documents for the Program have been previously amended in an Amendment to the Note Purchase Agreement dated May 15, 2002; an Amendment to the Referral Marketing Agreement dated December 6, 2002; a Second Amendment to the Note Purchase Agreement dated December 6, 2002; and an Amendment to Program Agreements dated May 1, 2003, for program year 2003-04; and

WHEREAS, TERI and Lender desire to adopt new program terms for the 2004-2005 program year for the CFS Alternative Loan Program;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed as follows:

1. Pricing. TERI and the Lender hereby amend and restate Schedule 3.3 to the Guaranty Agreement by adopting the Schedule 3.3 attached hereto.

2. Program Guidelines. TERI and the Lender hereby amend and restate the Program Guidelines by adopting the Program Guidelines attached hereto as Exhibit A.

3. Transition. This Amendment shall be effective for each Program loan for which applications are received on or after a date set by TERI by notice delivered to Lender as soon as reasonably possible.

4. Full Force and Effect. As amended herein, the Guaranty Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

By:    /Lawrence W. O'Toole/                By:    /Linda M. Rankey-Froggett/
Name:                                       Name:  Linda M. Rankey-Froggett
Title: President                            Title: Production Manager

SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN TERI AND CHARTER ONE BANK

[**]

EXHIBIT A

CFS ALTERNATIVE LOAN PROGRAM
PROGRAM GUIDELINES

UPDATED:
FEBRUARY 10, 2004
EFFECTIVE: PROGRAM YEAR 2004-5

[GRAPHIC OMITTED]

[GRAPHIC OMITTED]

Table of Contents

Program Overview

1. Schedule 3.3
2. TERI Underwriting Guidelines
3. PHEAA Servicing Guidelines
4. Program Borrower Documents
A. Promissory Notes B. Truth in Lending Disclosure

[**]

AMENDMENT TO GUARANTY AND LOAN ORIGINATION AGREEMENTS

This Amendment to Guaranty and Loan Origination Agreements (this "Amendment") is made and entered into as of, and shall be effective as of, March 1, 2004, by and between THE EDUCATION RESOURCES INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws with its principal place of business at 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116 ("TERI"), and CHARTER ONE BANK, N.A., a national bank with its principal place of business at 1215 Superior Avenue, Cleveland, OH 44114, and a student loan department located at 833 Broadway, Albany, NY 12207 ("Lender").

WITNESSETH

WHEREAS TERI and Lender entered into Guaranty Agreements and Loan Origination Agreements identified on Exhibits A and B hereto (respectively, the "Guaranty Agreements" and the "Loan Origination Agreements"); and

WHEREAS the parties hereto desire to amend the Guaranty Agreements and the Loan Origination Agreements to replace references to and associated with (a) Deposit and Security Agreements among Lender, FMC, The Education Resources Institute, Inc. ("TERI"), and U.S. Bank National Association ("U.S. Bank"), and
(b) Control Agreements and Security Agreements entered into prior to the date hereof, to references to and associated with a Security Agreement of even date herewith between Lender and TERI ("Security Agreement") and a Control Agreement of even date herewith among Lender, U.S. Bank, and FMC ("Control Agreement");;

NOW THEREFORE in consideration of the premises and for other good and valuable consideration, the parties agree as follows:

1. Guaranty Agreement Amendments. TERI and Lender hereby amend each of the Guaranty Agreements as follows:

a. Each definition of "Agent" is deleted and references to the term "Agent" are replaced with references to "Custodian";

b. Each definition of "Borrower" is renumbered as Section 1.1;

c. A defined term "Custodian" is hereby added (or, if applicable, revised) as Section 1.2 to read as follows: "`Custodian' shall mean U.S. Bank National Association, its successors and assigns, in its capacity as Depository Institution under the Security Agreement dated March 1, 2004, and as Bank under the Control Agreement dated March 1, 2004 (together, "Security Documents"), or a successor custodian appointed in accordance with the Security Documents;"

d. A defined term "Security Documents" is added (or, as applicable, revised) as Section 1.12 to read as follows:
"`Security Documents' shall have the meaning assigned in
Section 1.2;"

e. In Section 3.3(b)(i) the words "to TERI or to the Agent" are, as applicable, deleted so that Section 3.3(b)(i) of each Guaranty Agreement reads in its entirety as follows: "If the terms of Schedule 3.3 call for any Guaranty Fees to be paid concurrent with the Securitization Transaction, the LENDER shall pay such fees directly (and be reimbursed in the Securitization Transaction to the extent provided in the Note Purchase Agreement)."

f. Each and every reference to the "Deposit and Security Agreement" is replaced with a reference to the "Security Documents."

II. Loan Origination Agreement Amendments. TERI and Lender hereby amend each of the Loan Origination Agreements by replacing each reference to the "Deposit and Security Agreement" with a reference to the "Security Agreement."

III. Full Force and Effect. Except as expressly amended herein, each of the Guaranty Agreements and Loan Origination Agreements remains in full force and effect, each according to its terms.

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

THE EDUCATION RESOURCES INSTITUTE, INC.

By: /Lawrence W. O'Toole/

CHARTER ONE BANK, N.A.

By: /Linda M. Rankey-Froggett/

EXHIBIT A

GUARANTY AGREEMENTS

EXHIBIT B

LOAN ORIGINATION AGREEMENTS

(Comerica Bank)

(PNC Bank)

(Student Assistance Foundation of
Montana)

(Navy Federal Credit Union)

(Washington Mutual Bank, F.A.)

(Education Services Foundation)

EXHIBIT 10.9

THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1

TRUST AGREEMENT

Among

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION
as OWNER TRUSTEE

and

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

Dated as of
June 10, 2004

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE I

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

ARTICLE II

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

ARTICLE III

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

ARTICLE IV

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

ARTICLE V

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



                                       i

ARTICLE VI

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

ARTICLE VII

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

ARTICLE VIII

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

ARTICLE IX

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


                                       ii

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

ARTICLE X

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

ARTICLE XI

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

ARTICLE XII

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

ARTICLE XIII

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

ARTICLE XIV

MISCELLANEOUS.................................................................31
     Section 14.01  Supplements and Amendments................................31
     Section 14.02  No Legal Title to Trust Property in Owner.................31
     Section 14.03  Pledge of Collateral by Owner Trustee is Binding..........31
     Section 14.04  Limitations on Rights of Others...........................31
     Section 14.05  Notices...................................................32
     Section 14.06  Severability..............................................32
     Section 14.07  Separate Counterparts.....................................32


                                      iii

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


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

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

32

TRUST AGREEMENT, dated as of June 10, 2004, among The National Collegiate Funding LLC, a Delaware limited liability company (the "Depositor"), The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws, and Wachovia Trust Company, National Association, a national banking association (the "Owner Trustee").

WHEREAS, the parties hereto intend to amend and restate that certain Interim Trust Agreement, dated as of May 13, 2004 (the "Interim Trust Agreement"), by and between the Depositor and the Owner Trustee, on the terms and conditions hereinafter set forth.

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

ARTICLE I

DEFINITIONS

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

"Administration Agreement" means the Administration Agreement, dated as of June 10, 2004, among the Trust, the Indenture Trustee, the Owner Trustee and First Marblehead Data Services, Inc., as Administrator, as it may be amended from time to time.

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

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

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

"Assignment of Servicing Agreements" means each of the Servicer Consent Letters, dated as of June 10, 2004, among the Trust, The First Marblehead Corporation and each of the Pennsylvania Higher Education Assistance Agency, Great Lakes Educational Loan Services, Inc. and Nelnet Loan Services, Inc., each relating to the assignment of the Servicing Agreements to the Trust.

"Auction Agency Agreement" means the Auction Agency Agreement, dated as of June 1, 2004, among the Indenture Trustee, the Trust, The Bank of New York and the Administrator.

"Authorized Officer" means any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to, and binding upon, the Trust and whose name appears on a list of such authorized officers furnished by the Owner Trustee as such list may be amended or supplemented from time to time.

"Back-up Agreement" means the Back-up Note Administration Agreement, dated as of June 10, 2004, among the Trust, the Owner Trustee, FMDS and the Indenture Trustee.

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

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

"Broker-Dealer Agreements" means each of the Broker-Dealer Agreements, dated as of June 1, 2004, among the Trust, the Administrator, The Bank of New York and each of UBS Financial Services Inc. and Deutsche Bank Securities Inc.

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

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

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

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

"Custodial Agreements" means each of the Custodial Agreements, dated as of June 10, 2004, among the Trust, the Indenture Trustee and each of the Pennsylvania Higher Education Assistance Agency, Great Lakes Educational Loan Services, Inc. and Nelnet Loan Services, Inc.

"Deposit and Sale Agreement" means the Deposit and Sale Agreement, dated as of June 10, 2004, between the Depositor and the Trust.

"Deposit and Security Agreement" means the Deposit and Security Agreement, dated as of June 10, 2004, among the Administrator, TERI and the Trust.

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

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

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

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

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

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

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

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

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

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

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

PROVIDED, HOWEVER, that no instrument shall be an Eligible Investment if it provides for either (i) the right to receive only interest payments with respect to the underlying debt instrument or (ii) the right to receive both principal and interest payments derived from the obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations; and PROVIDED FURTHER that so long as the Notes are outstanding, no instrument that is not a permitted investment under the Indenture shall be an Eligible Investment for purposes of this Agreement.

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

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

"Indemnification Agreements" means each of the Indemnification Agreements, dated as of June 10, 2004, between The First Marblehead Corporation and Bank of America, N.A. and Bank One, N.A., respectively.

"Indenture" means the Indenture between the Trust and U.S. Bank National Association, as Indenture Trustee, dated as of June 1, 2004, as amended or supplemented from time to time pursuant to which the Notes are to be issued.

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

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

"Issuer Order" means the Issuer Order to the Indenture Trustee from the Trust dated June 10, 2004.

"Issuer Order to Authenticate" means the Issuer Order to Authenticate to the Indenture Trustee from the Trust dated June 10, 2004.

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

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

"Market Agent Agreements" means each of the Market Agent Agreements, dated as of June 1, 2004, among the Trust, the Administrator and each of UBS Financial Services Inc. and Deutsche Bank Securities Inc.

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

Owner Trustee, with the consent of the Owners, may determine, (c) repayments of principal on any Trust indebtedness and (d) taxes.

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

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

"Noteholder" means any holder of the Notes.

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

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

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

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

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

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

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

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

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

"Servicers" mean the Pennsylvania Higher Education Assistance Agency, Great Lakes Educational Loan Services, Inc. and Nelnet Loan Services, Inc.

"Servicing Agreements" mean (a) the Alternative Servicing Agreement, dated October 16, 2001, as amended, between the Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation, (b) the Loan Servicing Agreement, dated as of August 1, 2001, as amended, between Nelnet Loan Services, Inc. (formerly known as UNIPAC Service Corporation) and The First Marblehead Corporation, and (c) the Non-FFELP Loan Servicing Agreement, dated as of May 1, 2003, between Great Lakes Educational Loan Services, Inc. and The First Marblehead Corporation.

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

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

"Structuring Advisor" means The First Marblehead Corporation.

"Structuring Advisory Agreement" means the Structuring Advisory Agreement between the Structuring Advisor and the Trust, dated as June 10, 2004.

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

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

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

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

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

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

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

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

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

"Trust" means the trust established by this Agreement.

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

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

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

TAX TERMS:

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

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

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

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

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

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

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

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

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

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

"Partners" means the Owners.

"Partnership" means the Trust.

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

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

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

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

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

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

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

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

ARTICLE II

ORGANIZATION

Section 2.01 NAME. The Trust continued hereby shall be known as The National Collegiate Student Loan Trust 2004-1, in which name the Owner Trustee may take any action as provided herein.

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

Section 2.03 PURPOSES AND POWERS. (a) The purpose of the Trust is to engage in the following activities and only those activities:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTEREST

Section 3.01 ISSUANCE OF TRUST CERTIFICATE.

(a) As of the date hereof, as set forth on Schedule A attached hereto, the Depositor has been issued a Trust Certificate evidencing 75% of the Beneficial Interest in the Trust and TERI has been issued a Trust Certificate evidencing 25% of the Beneficial Interest in the Trust.

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

Section 3.02 REGISTRATION AND TRANSFER OF CERTIFICATES.

(a) The Owner Trustee shall maintain at its office referred to in
Section 2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and Transfer of Trust Certificates. No Transfer of a

Beneficial Interest shall be made unless such Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws.

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

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

Section 3.03 LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. If (i) any mutilated Trust Certificate is surrendered to the Owner Trustee, or (ii) the Owner Trustee receives evidence to its satisfaction that any Trust Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Owner Trustee together with such security or indemnity as may be requested by the Owner Trustee to save it harmless, the Owner Trustee shall execute and deliver a new Trust Certificate for the same Percentage Interest as the Trust Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a different issue number, with such notations, if any, as the Owner Trustee shall determine. In connection with the issuance of any new Trust Certificate under this Section 3.03, the Owner Trustee may require the payment by the registered Owner thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Owner Trustee) connected therewith. Any replacement Trust Certificate issued pursuant to this Section 3.03 shall constitute complete and indefeasible evidence of ownership of a Beneficial Interest, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

Section 3.04 LIMITATION ON TRANSFER OF OWNERSHIP RIGHTS.

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

(b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 80% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; PROVIDED, HOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof.

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

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

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

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

ARTICLE IV

CONCERNING THE OWNERS

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

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

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

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

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

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

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

Section 4.02 ACTION UPON INSTRUCTIONS.

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

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

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

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

Section 4.03 SUPER-MAJORITY CONTROL. Except as otherwise expressly provided in this Agreement, any action which may be taken or consent or instructions which may be given by the Owners under this Agreement may be taken by the Owners holding in the aggregate at least 80% of both the Percentage Interests and the Sharing Ratios in the Trust at the time of such action (the "Super-majority Owners"). Any written notice of the Owners delivered pursuant to this Agreement shall be effective if signed by the Super-majority Owners at the time of the delivery of such notice.

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

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

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

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

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

Section 4.05 POWER OF ATTORNEY. (a) GENERAL. Each Owner hereby irrevocably constitutes and appoints the Administrator, with full power of substitution, such Owner's true and lawful attorney-in-fact, in such Owner's name, place and stead, with full power to act jointly and severally, to make, execute, sign, acknowledge, swear to, verify, deliver, file, record and publish the following documents:

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

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

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

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

ARTICLE V.

INVESTMENT AND APPLICATION OF TRUST FUNDS

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

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

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

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

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

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

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

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

ARTICLE VI

CAPITAL

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

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

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

(a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities

secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.

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

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

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

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

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

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

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

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

ARTICLE VII

ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS

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

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

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

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

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

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

Section 7.03 SPECIAL ALLOCATIONS.

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

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

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

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

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

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

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

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

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

Section 7.05 OTHER ALLOCATION RULES.

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

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

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

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

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

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

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

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

(b) Amounts paid to the Owner Trustee;

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

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

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

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

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

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

ARTICLE VIII

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

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

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

(a) Execute the Certificate of Trust;

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

CONCERNING THE OWNER TRUSTEE

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

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

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

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

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

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

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

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

Section 9.03 RELIANCE; ADVICE OF COUNSEL.

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

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

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

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

ARTICLE X.

COMPENSATION OF OWNER TRUSTEE

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

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

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

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

ARTICLE XI

TERMINATION OF TRUST

Section 11.01 TERMINATION OF TRUST.

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

(b) The bankruptcy, death, incapacity, dissolution or termination of any Owner shall not operate to dissolve or terminate this Agreement, nor entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Property, nor otherwise affect the rights, obligations and liabilities of the parties hereto.

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

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

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

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

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

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

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

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

ARTICLE XII.

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 12.01 RESIGNATION OF OWNER TRUSTEE; APPOINTMENT OF SUCCESSOR.

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

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

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

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

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

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

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

ARTICLE XIII

TAX MATTERS PARTNER

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

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

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

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

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

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

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

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

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

ARTICLE XIV

MISCELLANEOUS

Section 14.01 SUPPLEMENTS AND AMENDMENTS.

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

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

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

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

Section 14.04 LIMITATIONS ON RIGHTS OF OTHERS. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Owner Trustee, the Administrator and the Owners any legal or equitable right, remedy or claim in the Trust Property or under or in respect of this Agreement or any covenants, conditions or provisions contained

herein PROVIDED, HOWEVER, that for so long as any of the Notes are outstanding or any amounts are owed to the Indenture Trustee and the Noteholders, are third party beneficiaries hereof.

Section 14.05 NOTICES. Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and delivered by hand or mailed by certified mail, postage prepaid, if to the Owner Trustee, addressed to: Wachovia Trust Company, National Association, One Rodney Square, 1st Floor, 920 King Street, Wilmington, Delaware 19801, Attention: Corporate Trust Administration, or to such other address as the Owner Trustee may have set forth in a written notice to the Owners; and if to an Owner, addressed to it at the address set forth for such Owner in the register maintained by the Owner Trustee. Whenever any notice in writing is required to be given by the Owner Trustee hereunder, such notice shall be deemed given and such requirement satisfied 72 hours after such notice is mailed by certified mail, postage prepaid, addressed as provided above; any notice given by an Owner to the Owner Trustee shall be effective upon receipt by an Authorized Officer of the Owner Trustee. A copy of any notice delivered to the Owner Trustee shall also be delivered to the Administrator, addressed to: First Marblehead Data Services, Inc., 230 Park Avenue, New York, New York 10169, Attention: Mr. Rob Baron, with a copy to First Marblehead Corporation, The Prudential Tower, 800 Boylston Street - 34th Floor, Boston, MA 02199-8157, Attention: Mr. Richard P. Zermani or to such other addresses as the Administrator may have set forth in a written notice to the Owner Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE NATIONAL COLLEGIATE FUNDING,
as Depositor and Owner

By: GATE Holdings, Inc., Member

By: /s/ Bruce F. Lefenfeld
--------------------------------
    Name: Bruce F. Lefenfeld
    Title: Vice President

THE EDUCATION RESOURCES
INSTITUTE, Inc., as Owner

By: /s/ Lawrence W. O'Toole
    --------------------------------
        Name: Lawrence W. O'Toole
        Title: President

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

FIRST MARBLEHEAD DATA SERVICES, INC.

By: /s/ Bruce F. Lefenfeld
    ---------------------------------
        Name: Bruce F. Lefenfeld
        Title: President

                                                 SCHEDULE A



       OWNERS               CAPITAL CONTRIBUTION ($)     INITIAL SHARING RATIO (%)     PERCENTAGE INTEREST (%)
-----------------------     ------------------------     -------------------------     -----------------------

The National Collegiate             $1.00                         75%                          75%
Funding LLC

The Education Resources             None                          25%                          25%
Institute, Inc.

SCHEDULE B

LOAN ORIGINATORS

o Bank of America, N.A.

o Bank One, N.A.

o Charter One Bank, N.A.

o Chase Manhattan Bank USA, N.A.

o Citizens Bank of Rhode Island

o First National Bank Northeast

o GMAC Bank

o HSBC Bank USA

o The Huntington National Bank

o National City Bank

o SunTrust Bank

SCHEDULE C

LOAN PURCHASE AGREEMENTS

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

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

o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One's SAF Alternative Loan Program.
o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One's Southwest Loan Program.
o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One's WAMU Alternative Student Loan Program.
o Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans that were originated under Chase's Chase Extra Loan Program.
o Citizens Bank of Rhode Island, dated October 1, 2002, for loans that were originated under Citizens Bank of Rhode Island's Pennsylvania State University Undergraduate and Continuing Education Loan Program.
o First National Bank Northeast, dated August 1, 2001, for loans that were originated under First National Bank Northeast's CASL Undergraduate Loan Program.
o GMAC Bank, dated May 30, 2003, for loans that were originated under GMAC Bank's GMAC Alternative Loan Program.
o HSBC Bank USA, N.A., dated April 17, 2002, for loans that were originated under the HSBC Loan Program.
o The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank's Huntington Education Loan Program.
o National City Bank, dated November 13, 2002, for loans that were originated under National City Bank's National City Loan Program.
o SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank's SunTrust Alternative Loan Program.

SCHEDULE D

GUARANTY AGREEMENTS

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

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

o Charter One Bank, N.A., dated May 1, 2003, for loans that were originated under Charter One's SAF Alternative Loan Program.
o Charter One Bank, N.A., dated September 20, 2002, for loans that were originated under Charter One's Southwest Loan Program.
o Charter One Bank, N.A., dated May 15, 2003, for loans that were originated under Charter One's WAMU Alternative Student Loan Program.
o Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans that were originated under Chase's Chase Extra Loan Program.
o Citizens Bank of Rhode Island, dated October 1, 2002, for loans that were originated under Citizens Bank of Rhode Island's Pennsylvania State University Undergraduate and Continuing Education Loan Program.
o First National Bank Northeast, dated August 1, 2001, for loans that were originated under First National Bank Northeast's CASL Undergraduate Loan Program.
o GMAC Bank, dated May 30, 2003, for loans that were originated under GMAC Bank's GMAC Alternative Loan Program.
o HSBC Bank USA, N.A., dated April 17, 2002, for loans that were originated under the HSBC Loan Program.
o The Huntington National Bank, dated May 20, 2003, for loans that were originated under The Huntington National Bank's Huntington Education Loan Program.
o National City Bank, dated July 26, 2002, for loans that were originated under National City Bank's National City Loan Program.
o SunTrust Bank, dated March 1, 2002, for loans that were originated under SunTrust Bank's SunTrust Alternative Loan Program.

EXHIBIT 1

FORM OF TRUST CERTIFICATE

THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1

TRUST CERTIFICATE

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

TRUST CERTIFICATE
UNDER THE TRUST AGREEMENT, DATED
AS OF JUNE 10, 2004

Certificate No. ______

Wachovia Trust Company, National Association, not in its individual capacity, but solely as owner trustee (the "Owner Trustee") under the Trust Agreement, dated as of June 10, 2004, with The National Collegiate Funding LLC and The Education Resources Institute, Inc., on behalf of the holders from time to time (each an "Owner") of beneficial interests in the trust created thereby (the "Trust Agreement"), hereby certifies that ______________ is the owner of a _____% undivided beneficial interest in the Trust Property provided for and created by the Trust Agreement. This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Owner Trustee may treat the person shown on the register maintained by the Owner Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes.

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

Transfer of this Trust Certificate is subject to certain restrictions and limitations set forth in the Trust Agreement, including the requirement that any transfer requires the prior consent of owners of at least 80% of the Percentage Interests in the Trust. In the manner more fully set

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

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

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

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

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

By: _________________________________
Name: _______________________________
Title: ______________________________

Dated: June 10, 2004

EXHIBIT 2

FORM OF ACCESSION AGREEMENT

___________________, ____________

Wachovia Trust Company, National Association One Rodney Square
920 King Street, 1st Floor
Wilmington, Delaware 19801
Attention: Corporate Trust Administration

Dear Sirs:

We refer to the Trust Agreement, dated as of June 10, 2004 (the "Trust Agreement"), among The National Collegiate Funding LLC (the "Company"), The Education Resources Institute, Inc. and Wachovia Trust Company, National Association, a national banking association (in its capacity as trustee thereunder, the "Owner Trustee"). We propose to purchase a beneficial interest in The National Collegiate Student Loan Trust 2004-1, a Delaware statutory trust (the "Trust") formed pursuant to the Trust Agreement. Capitalized terms used herein without definition have the meanings given them in the Trust Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

By: _________________________________
Name: _______________________________
Title: ______________________________

Accepted and Acknowledged this
_______th day of ____________, _________.

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

By: ________________________________________ Name: ______________________________________ Title: _____________________________________

EXHIBIT 3

FEE SCHEDULE

INITIAL FEE - $2,000

ANNUAL ADMINISTRATION FEE - $2,500

EXHIBIT 10.10

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT dated as of June 10, 2004 (as amended from time to time, the "AGREEMENT"), among THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1, a Delaware statutory trust (the "ISSUER"), WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee (the "OWNER TRUSTEE"), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "INDENTURE TRUSTEE"), solely in its capacity as trustee under the Indenture (hereinafter defined), and FIRST MARBLEHEAD DATA SERVICES, INC., a Massachusetts corporation (the "ADMINISTRATOR").

WHEREAS, the Issuer is issuing its (a) Student Loan Asset Backed Notes (the "NOTES") pursuant to the Indenture dated as of June 1, 2004 (the "INDENTURE"), between the Issuer and the Indenture Trustee, and (b) its Trust Certificates pursuant to the Trust Agreement dated as of June 10, 2004 (the "TRUST AGREEMENT") among the Owner Trustee, The National Collegiate Funding LLC and The Education Resources Institute, Inc. (together with its successors in interest, the "OWNERS"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement or the Indenture (the Trust Agreement and the Indenture are referred to collectively herein as the "BASIC DOCUMENTS");

WHEREAS, pursuant to the Basic Documents, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Student Loans and other collateral pledged pursuant to the Indenture (the "COLLATERAL"), (b) the Notes and (c) the Trust Certificates;

WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer referred to in the Basic Documents and any other documents signed by the Owner Trustee on behalf of the Issuer (collectively, the "TRUST RELATED AGREEMENTS") and to provide such additional services consistent with the terms of this Agreement and the Trust Related Agreements as the Issuer and the Owner Trustee may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. DUTIES OF THE ADMINISTRATOR.

(a) DUTIES WITH RESPECT TO THE TRUST RELATED AGREEMENTS.

(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Trust Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture:

(A) The direction to the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee;

(B) The preparation and delivery of notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee;

(C) The preparation of an Issuer Order and Officer's Certificate and the obtaining of an Opinion of Counsel, if necessary, for the release of property of the Trust Estate;

(D) The preparation of Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of amendments to the Indenture and the Trust Agreement and the mailing to the Noteholders of notices with respect to such amendments;

(E) The payment of all expenses in connection with the issuance of the Notes; and

(F) Taking all actions on behalf of the Issuer necessary under the TERI Guarantee Agreement.

(ii) The Administrator will:

(A) Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator's duties contemplated by this Agreement; and

(B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without negligence, willful misconduct or bad faith on

their part, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator's duties contemplated by this Agreement;

PROVIDED, HOWEVER, that the Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Owner Trustee pursuant to Section 1(a)
(ii)(A) or (B) of this Agreement so long as the Administrator has acted pursuant to the instructions of the Owner Trustee or the Owners in accordance with Subsection 1(c) of this Agreement; and

(C) Pay the Owner Trustee fees and expenses as are set forth in section 10.01 of the Trust Agreement.

(b) ADDITIONAL DUTIES.

(i) In addition to the duties of the Administrator set forth above, the Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of (x) the Owner Trustee on behalf of the Issuer under the Indenture and the Trust Agreement and (y) the Grantor Trustee on behalf of the Depositor under the Grantor Trust Agreement dated June 10, 2004, among The National Collegiate Funding LLC, as Depositor, and U.S. Bank National Association, as Grantor Trustee, including, without limitation, those duties and obligations set forth on SCHEDULE A hereto. In furtherance thereof, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of EXHIBIT A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 4 of this Agreement, and in accordance with the directions of the Issuer and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Agreement.

(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; PROVIDED, HOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer, the Indenture Trustee or the Owner Trustee, and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

(iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans.

(v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

(c) NON-MINISTERIAL MATTERS.

(i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action, and in any event shall not take any action, unless the Administrator shall have received instructions from the Indenture Trustee, in accordance with the Indenture, or from the Owner Trustee or the Owners, in accordance with the Trust Agreement. For the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation:

(A) The amendment of or any supplement to the Trust Related Agreements;

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

(C) The appointment of successor administrators and successor indenture trustees pursuant to the Indenture, or the consent to the assignment by the Administrator or Indenture Trustee of its obligations under the Indenture; and

(D) The removal of the Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not (A) make any payments to the Noteholders under the Trust Related Agreements, (B) sell the Collateral pursuant to the Indenture or (C) take any action that the Issuer directs the Administrator not to take on its behalf.

(d) ACTIONS ON BEHALF OF THE OWNERS. Pursuant to Section 4.05 of the Trust Agreement, each Owner has appointed the Administrator as its true and lawful attorney-in-fact with respect to certain matters described in such
Section 4.05.

2. RECORDS. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Indenture Trustee, the Noteholders and the Owners at any time during normal business hours.

3. COMPENSATION. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to:

(a) A fee (the "ADMINISTRATION FEE") payable on each Quarterly Distribution Date at a rate equal to 1/4 of 0.10% of the aggregate outstanding principal balance of the Financed Student Loans owned by the Issuer as of the related Determination Date for the prior Quarterly Distribution Date (and in the case of the payment of the Administration Fee on the first Quarterly Distribution Date as of the Cutoff Date);

(b) Reimbursement for the following expenses, which expenses shall not exceed $100,000 in the aggregate per annum:

(i) Annual audits of Servicers pursuant to Section 10.02 of the Indenture;

(ii) Payments to Servicers for borrower privacy policy notices as required by the Gramm-Leach-Bliley Act; and

(iii) Any other expenses of the Issuer.

The payment of the foregoing fees and expenses shall be solely an obligation of the Issuer.

4. ADDITIONAL INFORMATION TO BE FURNISHED. The Administrator shall furnish to the Issuer and the Noteholders from time to time such additional information regarding the Collateral as the Issuer and the Noteholders shall reasonably request.

5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

6. NO JOINT VENTURE. Nothing contained in this Agreement (i) shall constitute the Administrator and any of the Issuer, the Owner Trustee or any Owner as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

7. OTHER ACTIVITIES OF THE ADMINISTRATOR. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its or their sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.

(a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

(b) Subject to Section 8(e) of this Agreement, the Administrator may resign its duties hereunder by providing the Issuer, the Noteholders and the Indenture Trustee with at least 60 days' prior written notice.

(c) Subject to Section 8(e) of this Agreement, the Indenture Trustee, at the direction of the Noteholders (pursuant to the Indenture), may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice.

(d) Subject to Section 8(e) of this Agreement, at the option of the Indenture Trustee, at the direction of the Noteholders (pursuant to the Indenture), the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i) The Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer);

(ii) A court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) The Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Owner Trustee, the Noteholders and the Indenture Trustee within two Business Days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer (with the consent of the Owner Trustee pursuant to
Section 12 of this Agreement) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f) The appointment of any successor Administrator shall be effective only after each Rating Agency, after having been given 10 days' prior notice of such proposed appointment, shall have declared in writing that such appointment will not result in a reduction or withdrawal of the then current rating of the Notes.

(g) Concurrently with the execution of this Agreement, the parties hereto shall enter into a Back-up Note Administration Agreement (the "BACK-UP AGREEMENT') pursuant to which the Indenture Trustee will perform certain duties of the Administrator in accordance with this Agreement in the event that the Administrator is terminated under this Section 8.

9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) of this Agreement or the resignation or removal of the Administrator pursuant to Section 8(b) or (c) of this Agreement, respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) of this Agreement deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(b) or (c) of this Agreement, respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

10. NOTICES. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a) If to the Issuer, to:

The National Collegiate Student Loan Trust 2004-1 c/o Wachovia Trust Company, National Association, as Owner Trustee One Rodney Square, 1st Floor 920 King Street
Wilmington, Delaware 19801 Attention: Mr. Sterling C. Correia

(b) If to the Administrator, to:

First Marblehead Data Services, Inc. 230 Park Avenue
New York, NY 10169
Attention: Mr. Rob Baron

with a copy to:

First Marblehead Corporation The Prudential Tower 800 Boylston Street - 34th Floor Boston, MA 02199-8157 Attention: Mr. Richard P. Zermani

(c) If to the Indenture Trustee, to:

U.S. Bank National Association Corporate Trust Services-SFS One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Ms. Vaneta I. Bernard

(d) If to the Owner Trustee, to:

Wachovia Trust Company, National Association, as Owner Trustee
One Rodney Square, 1st Floor 920 King Street
Wilmington, Delaware 19801 Attention: Mr. Sterling C. Correia

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.

11. AMENDMENTS.

(a) This Agreement may be amended from time to time by the parties hereto as specified in this Section, provided that any amendment be accompanied by the written consent of the Owner Trustee and Noteholders, and an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment complies with the provisions of this Section.

(b) If the purpose of the amendment (as detailed therein) is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered (i.e., to give effect to the intent of the parties and, if applicable, to the expectations of the Noteholders), it shall not be necessary to obtain the consent of the Noteholders, but the Indenture Trustee shall be

furnished with a letter from each Rating Agency that the amendment will not result in the downgrading or withdrawal of the rating then assigned to any Note.

(c) If the purpose of the amendment is to prevent the imposition of any federal or state taxes at any time that any Note is outstanding (i.e. technical in nature), it shall not be necessary to obtain the consent of any Noteholder, but the Indenture Trustee, the Owner Trustee and the Administrative Agent shall be furnished with an Opinion of Counsel from counsel to the Issuer that such amendment is necessary or helpful to prevent the imposition of such taxes and is not materially adverse to the Noteholders.

(d) If the purpose of the amendment is to add or eliminate or change any provision of the Agreement other than as contemplated in (b) and (c) above, the amendment shall require the consent of each Rating Agency and the Noteholders (pursuant to the Indenture); PROVIDED, HOWEVER, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received that are required to be distributed on the Notes without the consent of the Noteholders (pursuant to the Indenture).

(e) It shall not be necessary for the consent of a Rating Agency to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

(f) This Section 11 shall not apply to the execution of the Back-up Agreement by the parties hereto.

12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer, the Owner Trustee, the Noteholders and the Indenture Trustee and unless each Rating Agency, after having been given 10 days' prior notice of such assignment, shall have declared in writing that such assignment will not result in a reduction or withdrawal of the then current rating of the Notes. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator, but without the consent of the Issuer or the Owner Trustee, to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; PROVIDED that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any such permitted successors or assigns of the parties hereto.

13. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New, without giving effect to conflicts of laws provisions thereof (other than Section 5-1401 of the New York General Obligations Law).

14. HEADINGS. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

15. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

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

17. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wachovia Trust Company, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall Wachovia Trust Company, National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VIII, IX and X of the Trust Agreement.

18. THIRD PARTY BENEFICIARY. The Parties hereto acknowledge that the Noteholders are an express third party beneficiary hereof entitled to enforce its rights hereunder as if actually a party hereto.

19. NO PETITION. The parties hereto will not at any time institute against the Issuer any bankruptcy proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations of the Issuer under any Transaction Document as defined in the Indenture.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 2004-1

By: Wachovia Trust Company, National
Association, not in its individual
capacity but solely as Owner Trustee

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

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

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

U.S. BANK NATIONAL ASSOCIATION, as
Indenture Trustee

By: /s/ Vaneta I. Bernard
    --------------------------------
    Name: Vaneta I. Bernard
    Title: Vice President

FIRST MARBLEHEAD DATA SERVICES, INC.

By: /s/ Bruce F. Lefenfeld
    --------------------------------
    Name: Bruce F. Fefenfeld
    Title: President

ADMINISTRATION AGREEMENT

STATE OF DELAWARE          )
                           )
COUNTY OF NEW CASTLE       )

KNOW ALL MEN BY THESE PRESENTS, that The National Collegiate Student Loan Trust 2004-1 (the "ISSUER"), does hereby make, constitute and appoint First Marblehead Data Services, Inc., as administrator under the Administration Agreement dated as of June 10, 2004 (the "ADMINISTRATION AGREEMENT"), among the Issuer, Wachovia Trust Company, National Association, as Owner Trustee, U.S. Bank National Association, as Indenture Trustee, and First Marblehead Data Services, Inc., as Administrator, as the same may be amended from time to time, and its agents and attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, including, without limitation, to appear for and represent the Issuer in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to perform any and all acts associated with such returns and audits that the Issuer could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements.

All powers of attorney for this purpose heretofore filed or executed by the Issuer are hereby revoked.

Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Administration Agreement.

EXECUTED as of this 10th day of June, 2004.

THE NATIONAL COLLEGIATE STUDENT
LOAN TRUST 2004-1

By: Wachovia Trust Company, National
Association, not in its individual
capacity but solely as Owner Trustee

By:__________________________________
Name:
Title:

SCHEDULE A

DUTIES OF THE ISSUER
PERFORMED BY THE ADMINISTRATOR UNDER THE TRUST AGREEMENT

(A) Filing tax returns, reports and forms under Section 8.04.

(B) Furnishing documents to the Owners under Section 9.02.

(C) Filing a Certificate of Termination of the Trust upon termination pursuant to Section 11.01.

(D) Appointing separate trustees under Section 12.02.

(E) Obtaining execution by the Owners of any amendment to the Trust Agreement thereunder.

DUTIES OF THE ADMINISTRATOR UNDER THE TRUST AGREEMENT

Interpreting and applying the provisions set forth in Articles V, VI, VII and XI regarding application of funds, allocations of Profit and Loss and Distributions of Net Cash Flow, to resolve any ambiguities that may result from such application and to provide the Owner Trustee and the Owners with clarification of any provision as may be necessary or appropriate.

DUTIES OF THE ADMINISTRATOR UNDER THE INDENTURE

Providing the statements to Noteholders required under Section 8.09.

Providing, signing and filing such reports as required by Section 314(a) of the Trust Indenture Act of 1939, as amended, the Sarbanes-Oxley Act of 2002 and any federal and state securities laws.

Servicer filings under Section 10.01 and 10.02.

DUTIES OF THE ADMINISTRATOR UNDER THE GRANTOR TRUST AGREEMENT

Taking all actions required by the Grantor Trustee on behalf of the Depositor under the Grantor Trust Agreement.

EXHIBIT 10.11

June 10, 2004

U.S. Bank National Association
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, Massachusetts 02110

Wachovia Trust Company, National Association One Rodney Square, 1st Floor
920 King Street
Wilmington, Delaware 19801

Ladies and Gentlemen:

In connection with the issuance by The National Collegiate Student Loan Trust 2004-1 (the "TRUST") of student loan asset backed notes on June 10, 2004 pursuant to the Indenture dated as of June 1, 2004 (the "INDENTURE") between the Trust and U.S. Bank National Association ("U.S. BANK"), this letter serves as the Back-up Note Administration Agreement (the "BACK-UP AGREEMENT") and amends and supplements the Administration Agreement dated as of June 10, 2004 (the "ADMINISTRATION AGREEMENT") among the Trust, Wachovia Trust Company, National Association, U.S. Bank and First Marblehead Data Services, Inc. ("FMDS") as set forth below.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Administration Agreement. In the event of the resignation or removal of FMDS as Administrator pursuant to Section 8 of the Administration Agreement, U.S. Bank shall perform only such duties as required to be performed by FMDS as Administrator under Sections 8.02(d)-(g) and 8.09 of the Indenture; provided further, that prior to the termination of FMDS as Administrator pursuant to Section 8 of the Administration Agreement, FMDS shall either (a) appoint a successor administrator to perform those duties of the Administrator under the Administration Agreement not required to be performed by U.S. Bank hereunder or (b) satisfy the Rating Agency Condition expressly permitting FMDS to continue to perform those duties. Such successor administrator shall be entitled to a fee as negotiated with FMDS at the time of such appointment. Such negotiated fee shall be payable by FMDS.

U.S. Bank will be subject to all of the terms and conditions of the Administration Agreement in so far as such terms and conditions apply to U.S. Bank's duties as set forth above. In the performance or non-performance of its duties contemplated by this Back-up Agreement, U.S. Bank shall be subject to the same standard of care as the Administrator under the Administration Agreement and shall be entitled to the same rights, privileges, protections, immunities and benefits given to the Administrator under the Administration Agreement. In no event will U.S. Bank be responsible for the obligations of the Administrator or be responsible for any actions, omissions or malfeasance of the Administrator under the Administration Agreement, Indenture, or Trust Agreement except for such duties as are expressly described above.

In order to facilitate the performance of U.S. Bank's duties under this Back-up Agreement, FMDS will make all files, systems and employees available to U.S. Bank. Subject to the foregoing, U.S. Bank will be required to begin performing its duties under this Back-up Agreement within 90 days of receiving notice of FMDS' resignation or removal as Administrator under the Administration Agreement. Out of pocket expenses incurred by U.S. Bank in connection with the transition of services hereunder shall be borne by the Trust. Sections 2-19 of the Administration Agreement will remain in full force and effect.

As consideration for U.S. Bank entering into this Back-up Agreement,
(i) U.S. Bank will (and the Trust hereby irrevocably directs U.S. Bank to) invest all cash in the Trust Accounts (as such term is defined in the Indenture) in First American Funds as long as First American Funds' annual investment return (net of management fees) is not more than 0.25% lower than the investment return (net of management fees) for funds of comparable size and investment risk during the most recent prior twelve month period, as determined by the Administrator; provided that the Administrator will provide instructions to U.S. Bank as to the manner in which the cash in the Trust Accounts should be invested if such investment threshold is not met; and (ii) upon the resignation or removal of the Administrator, and notwithstanding the appointment of a successor administrator, U.S. Bank shall be paid the Administration Fee pursuant to
Section 3(a) of the Administration Agreement.

The provisions of Section 17 of the Administration Agreement are incorporated herein by reference and shall apply to this Back-up Agreement as they apply to the Administration Agreement.

[Signature Pages Follow]

Please evidence your agreement with the terms set forth herein by signing this letter below.

Sincerely,

THE NATIONAL COLLEGIATE STUDENT LOAN
TRUST 2004-1

By: WACHOVIA TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Owner Trustee

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

FIRST MARBLEHEAD DATA SERVICES, INC.

By: /s/ Bruce F. Lefenfeld
    ----------------------
    Name: Bruce F. Lefenfeld
    Title: President

ACCEPTED AND AGREED:

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

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

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Vaneta I. Bernard
    ---------------------
    Name: Veneta I. Bernard
    Title: Vice President

BACK-UP NOTE ADMINISTRATION AGREEMENT

EXHIBIT 10.12

STRUCTURING ADVISORY AGREEMENT

STRUCTURING ADVISORY AGREEMENT (the "AGREEMENT"), dated as of June 10, 2004, between The National Collegiate Student Loan Trust 2004-1, a Delaware statutory trust (the "TRUST"), and The First Marblehead Corporation (the "ADVISOR").

1. APPOINTMENT. The Trust hereby appoints the Advisor and the Advisor hereby agrees to act, as structuring advisor to the Trust in connection with the Trust's issuance of its Student Loan Asset Backed Notes (the "NOTES") pursuant to that certain Indenture (the "INDENTURE"), dated as of June 1, 2004, between the Trust and U.S. Bank National Association, as Indenture Trustee, under the terms and conditions set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture and the Trust Agreement dated as of June 10, 2004 by and among The National Collegiate Funding LLC, Wachovia Trust Company, National Association and The Education Resources Institute, Inc.

2. DUTIES OF ADVISOR.

2.1 CONSULTING SERVICES. The Advisor shall provide the Trust with the following services:

(i) Advise the Trust with respect to the structuring of the Notes and the related transactions;

(ii) Engage, coordinate and evaluate the efforts of the service providers to the Trust, including without limitation, program lenders, consumer and securitization lawyers, accountants and auditors, trustees and providers of loan servicing, collection and origination services;

(iii) Monitor the transmission of loan data between borrower, participating school, loan originator and program lender; and

(iv) Work with potential financing sources, rating agencies and financial guaranty insurers, utilizing proprietary cash flow modeling, so as to optimize the economics of securitization.

2.2 LIMITATIONS ON THE ADVISOR'S POWERS. Notwithstanding anything herein to the contrary, the Advisor's responsibilities are consultative only, and the Advisor shall have no power to take any action on behalf of the Trust, or to cause the Trust to be responsible for taking any action.

3. COMPENSATION OF ADVISOR. As compensation for the performance of the Advisor's obligations under this Agreement and as reimbursement for its expenses related thereto, the Advisor shall be entitled to a Structuring Advisory Fee payable pursuant to the priorities set forth in the Indenture and the Trust Agreement as follows:

3.1 $41,546,166 payable on the Closing Date from the Cost of Issuance Account;

3.2 During the Funding Period, an amount payable on each Subsequent Transfer Date equal to 4.5% of the aggregate outstanding principal balance of the Subsequent Student Loans as of the respective Subsequent Cutoff Date that are purchased by the Trust from the Depositor.

3.3 An amount payable on each Quarterly Distribution Date at a rate equal to 1/4 of 0.15% of the aggregate outstanding principal balance of the Financed Student Loans owned by the Trust as of the related Determination Date for the prior Quarterly Distribution Date (and in the case of the payment of such amount on the first Quarterly Distribution Amount as of the Cutoff Date) pursuant to the priorities set forth in the Indenture and the Trust Agreement. To the extent that any payment is not made when due, all accrued and unpaid amounts shall bear interest at a rate equal to Three-Month LIBOR plus 1.50%, which will be reset in the same manner as the Applicable Index for the Class A Notes under the Indenture.

4. LIABILITY. The Advisor is not and never shall be liable to any creditor of the Trust. In addition, the Advisor will not be culpable for and will have no liability to the Trust for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust incurred in connection with the Advisor's performance of the services described in this Agreement, except to the extent that any such loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the Advisor's gross negligence, bad faith or willful misconduct, or a material breach of this Agreement. The exculpation of the Trust under this paragraph shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement, and shall be binding upon and extend to the benefit of any successors, assigns and representatives of the Trust and the Advisor.

5. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties' successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may be transferred or assigned by either party hereto, except that (i) the Trust may assign its rights hereunder to the Indenture Trustee and (ii) the Advisor may assign its rights and obligations hereunder to any affiliated person or entity. Any attempted transfer or assignment in violation of this Section 5 s