Common use of Covenants of the Sponsor Clause in Contracts

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes and (v) the reasonable fees and disbursements of counsel to the Swap Provider. H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Exchange ActSale and Servicing Agreement, or any order (ii) the annual statement of a firm of independent public accountants furnished to the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor Student Loan Purchase Agreement after and (iii) any information required to be delivered by the Closing Date, on Sponsor or before the date Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of such acquisition)the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent Sale and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, Servicing Agreement and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust Seller to pay from amounts deposited enter into the Acquisition Fund Sale and Servicing Agreement and all related agreements on or prior to the Closing Date, or . J. The Sponsor will endeavor to qualify the Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which either Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriters (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriters) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to each of the Sub-ServicerUnderwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes and (v) the reasonable fees and disbursements of counsel to the Swap Provider. H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the assessment of compliance with the servicing criteria set forth in Section 1122(d) of Regulation AB delivered to the Indenture Trustee pursuant to the Exchange ActSale and Servicing Agreement, or any order (ii) the annual statement of a firm of independent public accountants attesting to the Commission thereunder. assessment of compliance with the servicing criteria called for in (i) On or before above furnished to the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor Student Loan Purchase Agreement after and (iii) any information required to be delivered by the Closing Date, on Sponsor or before the date Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of such acquisition)the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent Sale and the Administrator relating Servicing Agreement and all related agreements to the Financed Student Loans which it is intended to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator be a party on or prior to the Closing Date, . The Depositor will enter into the Sponsor shall Sale and Servicing Agreement and all related agreements to which it is intended to be a party on or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided prior to the Underwriters at the time it is delivered to the rating agenciesClosing Date. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the reasonable fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to K. To file with the useCommission, in accordance with the securities or Blue Sky laws Rules and Regulations, tabular information concerning the Mortgage Loans to the extent that the information set forth in the Prospectus relates to a statistical cut-off date pool of mortgage loans and also to file with the Commission, in accordance with the Rules and Regulations, all ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (as each defined in Section 5 hereof) within the applicable time periods allotted for such jurisdictions filing pursuant to the Rules and Regulations. L. In connection with any ABS Informational and Computational Materials and Issuer Free Writing Prospectuses, to receive a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and substance to the Sponsor, to the effect that such accountants have performed certain specified procedures, all of which the Notes are offered have been agreed to by the Underwriters Sponsor, as a result of which they have determined that the information included in the ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (if any), is accurate except as to such matters that are not deemed by dealers, the Sponsor to be material. The foregoing letter shall be obtained at the expense of the Prospectus furnished by the Sponsor. M. The Sponsor shall not be required to file (o1) The net proceeds from any Issuer Free Writing Prospectus, if the sale information included therein is included or incorporated by reference in a prospectus or Issuer Free Writing Prospectus previously filed with the Commission that relates to the offering of the Notes hereunder will be applied substantially in accordance or (2) any Issuer Free Writing Prospectus or portion thereof that contains a description of the Notes or the offering of the Notes which does not reflect the final terms thereof. N. In connection with the description set forth in the Pricing Free Writing Prospectus. (p) Except as stated in this Agreement , to have received, and in the Prospectus, the Sponsor has not takento receive, nor will it takea letter from Deloitte & Touche LLP certified public accountants, directly or indirectly, any action designed to or that might reasonably be expected to cause or result satisfactory in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement form and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice substance to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized effect that such accountants have performed certain specified procedures, all of which have been agreed to by student loans; providedthe Underwriters, howeveras a result of which they have determined that the information included in the Pricing Free Writing Prospectus and the Prospectus, is accurate except as to such matters that this are not deemed by the Underwriter to be material. The foregoing letter shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, obtained at the time expense of the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omittedUnderwriters.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriters (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriters) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to each of the Sub-ServicerUnderwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Dealer Manager that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating prior to the Notes is required to be delivered by an Underwriter or dealerOfferings Termination Date, either (i) any event occurs as a result of which the Prospectus Memorandum, as then amended or supplemented would supplemented, would, in the opinion of either the Sponsor or the Dealer Manager, include an any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Sponsor’s reasonable discretion, at any time to amend or supplement a Memorandum, the Sponsor will promptly notify the Dealer Manager (ii) for any other reason it shall be necessary unless notice of the need to amend or supplement the Prospectus Memorandum shall have been received from the Dealer Manager) and the Dealer Manager will notify all Participating Intermediaries to comply suspend the Offering and sale of DST Interests related to such Offering until such time as the Sponsor, in its sole discretion (i) has prepared any required supplement or amendment to such Memorandum and (ii) instructs the Dealer Manager to resume the offer and sale of the DST Interests. (b) The Sponsor will, at no expense to the Dealer Manager, furnish the Dealer Manager with copies of the Memoranda and all amendments, supplements and exhibits thereto, as the Dealer Manager may reasonably request for the purposes contemplated by federal and state securities laws and any other printed sales literature or other materials, the use of which has been approved in writing by the Sponsor in connection with the Act, Offerings. (c) The Sponsor will apply the Sponsor promptly will notify proceeds from the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any sale of the conditions set forth DST Interests as stated in Section 6 hereofthe Memoranda. (d) The Sponsor will, so long as delivery will not conduct the Offerings or offer or sell any of a prospectus the DST Interests by an underwriter or dealer is required by the Act, furnish to the Underwriters copies means of any preliminary prospectus, form of general solicitation or general advertising within the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.meaning of Rule 502(c) of Regulation D. (e) The Sponsor will take all make any filings regarding the Offerings that may be required by the SEC or any state securities administration, including, without limitation, preparing or causing to be prepared, executed and timely filed with the SEC a notice on Form D relating to the Offerings under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions which are necessary to arrange for and the qualification actions of others in connection with the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; providedOfferings, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject will comply with all requirements imposed upon it to service of process in any such jurisdictionby Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions. (f) The Sponsor shall, at all times upon shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement any Memorandum or for additional information or of the Underwriters issuance by the SEC of any stop order or their advisorsof any other order preventing or suspending the use of any Memorandum or the institution of any proceedings for that purpose. The Sponsor shall use its commercially reasonable best efforts to prevent the issuance of any such order and, or bothif any such order is issued, from to obtain the date hereof through removal thereof as promptly as possible. The Sponsor will notify the Closing DateDealer Manager in writing, promptly upon the occurrence of (i) make available any Disqualifying Event relating to the Underwriters or its advisorsany Sponsor Covered Person, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectlywould, with the passage of time, become a Disqualifying Event relating to any Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate FundingCovered Person. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Underwriter that: (a) A. The Sponsor will file promptly advise the Prospectus in a form approved Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished the Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriter or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters Underwriter may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriter's prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, Underwriter (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant to Underwriter (including the Exchange Actreasonable fees and disbursements of McKee Nelson LLP, or any order of as speciax xxxxxxx xx the Commission thereunder. Underwriter) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to the Sub-ServicerUnderwriter (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to the Underwriter. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriter, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters Underwriter may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); , (ii) the preparation, issuance and delivery of the Notes to the Underwriters; , (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; , (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; , (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; , (vi) the reasonable expenses of the Underwriters (other than its counsel); , (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; , (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; , and (xi) any set-up fee charged by the LIBOR Swap Counterparty or the Rate Cap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes and (v) the reasonable fees and disbursements of counsel to each of the Swap Provider and the Cap Provider. H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the assessment of compliance with the servicing criteria set forth in Section 1122(d) of Regulation AB delivered to the Indenture Trustee pursuant to the Exchange ActSale and Servicing Agreement, or any order (ii) the annual statement of a firm of independent public accountants attesting to the Commission thereunder. assessment of compliance with the servicing criteria called for in (i) On or before above furnished to the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor Student Loan Purchase Agreement after and (iii) any information required to be delivered by the Closing Date, on Sponsor or before the date Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of such acquisition)the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent Sale and the Administrator relating Servicing Agreement and all related agreements to the Financed Student Loans which it is intended to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator be a party on or prior to the Closing Date, . The Depositor will enter into the Sponsor shall Sale and Servicing Agreement and all related agreements to which it is intended to be a party on or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided prior to the Underwriters at the time it is delivered to the rating agenciesClosing Date. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the reasonable fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to K. To file with the useCommission, in accordance with the securities or Blue Sky laws of such jurisdictions Rules and Regulations, tabular information concerning the Mortgage Loans to the extent that the information set forth in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by relates to a statistical cut-off date pool of mortgage loans and also to file with the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially Commission, in accordance with the description set forth Rules and Regulations, all ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (as each defined in Section 5 hereof) within the applicable time periods allotted for such filing pursuant to the Rules and Regulations. L. In connection with any ABS Informational and Computational Materials and Issuer Free Writing Prospectuses, to receive a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and substance to the Sponsor, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Sponsor, as a result of which they have determined that the information included in the ProspectusABS Informational and Computational Materials and Issuer Free Writing Prospectuses (if any), is accurate except as to such matters that are not deemed by the Sponsor to be material. The foregoing letter shall be obtained at the expense of the Underwriters. M. The Sponsor shall not be required to file (p1) Except as stated any Issuer Free Writing Prospectus, if the information included therein is included or incorporated by reference in this Agreement a prospectus or Issuer Free Writing Prospectus previously filed with the Commission that relates to the offering of the Notes or (2) any Issuer Free Writing Prospectus or portion thereof that contains a description of the Notes or the offering of the Notes which does not reflect the final terms thereof. N. In connection with the Pricing Free Writing Prospectus, to have received, and in the Prospectus, the Sponsor has not takento receive, nor will it takea letter from Deloitte & Touche LLP certified public accountants, directly or indirectly, any action designed to or that might reasonably be expected to cause or result satisfactory in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement form and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice substance to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized effect that such accountants have performed certain specified procedures, all of which have been agreed to by student loans; providedthe Underwriters, howeveras a result of which they have determined that the information included in the Pricing Free Writing Prospectus and the Prospectus, is accurate except as to such matters that this are not deemed by the Underwriter to be material. The foregoing letter shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, obtained at the time expense of the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.Sponsor

Covenants of the Sponsor. The In further consideration of the agreements of the Underwriter contained in the Underwriting Agreement, the Sponsor covenants and agrees with the Underwriters thatas follows: (a) The Sponsor will file To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus in a form approved by and any supplements and amendments thereto as the Underwriters with the Commission pursuant Representative may from time to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b)time reasonably request. (b) The Immediately following the execution of the Underwriting Agreement, the Sponsor will advise prepare a prospectus supplement setting forth the Underwriters promptly principal amount, notional amount or stated amount, as applicable, of any proposal Offered Securities covered thereby, the price at which the Offered Securities are to amend be purchased by the Underwriter from the Sponsor, either the initial public offering price or supplement the Registration Statement prices or the Prospectus method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Sponsor deem appropriate in connection with the offering of the Notes and Offered Securities, but the Sponsor will not effect such file any amendment to the Registration Statement or supplementation without any supplement to the consent Prospectus of which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Sponsor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act, the Sponsor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the extent necessary to permit the continuance of sales or of dealings in the Offered Securities in accordance with the provisions hereof and of the UnderwritersProspectus, which consent shall not be unreasonably withheld or delayed; and the Sponsor will prepare and file with the Commission, promptly upon request by the Representative, any amendments to the Registration Statement or supplements to the Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriter, and will use its best efforts to cause the same to become effective as promptly as possible. The Sponsor will advise the Underwriters Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement or any amended Registration Statement has become effective or any supplement to the Prospectus or any amended Prospectus has been filed. The Sponsor will advise the Representative, promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any amendment stop order suspending the effectiveness of the Registration Statement or supplementation any order preventing or suspending the use of any preliminary Prospectus or the Prospectus, or the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose, or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus in connection with or for additional information, and the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and Sponsor will use its best efforts to prevent the issuance of any such stop order or any order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible its lifting, if issuedpossible. (c) If, at any time when a prospectus relating to the Notes Offered Securities is required to be delivered by an Underwriter or dealerunder the 1933 Act, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the 1933 Act, the Sponsor to promptly will notify the Underwriters of such event Representative thereof and promptly will prepareupon their request to prepare and file with the Commission, at its the Sponsor's own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of omission or any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereofwhich will effect such compliance. (d) The Sponsor will, so long as delivery of During the period when a prospectus by an underwriter or dealer is required by law to be delivered in connection with the Act, furnish sale of the Offered Securities pursuant to the Underwriters copies of any preliminary prospectusUnderwriting Agreement, the ProspectusSponsor will file, on a timely and complete basis, all documents that are required to be filed by the Registration Statement and all amendments and supplements Sponsor with the Commission pursuant to such documentsSections 13, in each case as soon as available and in such quantities as 14, or 15(d) of the Underwriters reasonably request1934 Act. (e) The Sponsor will take To qualify the Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all actions which are necessary to arrange for the expenses (including fees and disbursements of counsel) in connection with such qualification of the Notes eligibility of the Offered Securities for offering and sale investment under the laws of such jurisdictions as the Underwriters Representative may designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, provided that in no event shall connection therewith the Sponsor shall not be obligated required to qualify as a foreign corporation to do business or to execute file a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notesthe Sponsor's security holders, as soon as practicable, but in any event not later than eighteen months after the effective date on which the filing of the Registration Statement (Prospectus, as defined in amended or supplemented, pursuant to Rule 158(c) 424 under the Act)1933 Act first occurs, an earnings statement of the Trust (Sponsor covering a twelve-month period beginning after the date of the Underwriting Agreement, which need not be audited) complying with shall satisfy the provisions of Section 11(a) of the 1933 Act and the applicable rules and regulations of the Commission thereunder (including, at the option of the Sponsor, Rule 158). (mg) The For so long as any of the Offered Securities remain outstanding, to furnish to the Representative upon request in writing copies of such financial statements and other periodic and special reports as the Sponsor will cooperate may from time to time distribute generally to its creditors or the holders of the Offered Securities and to furnish to the Representative copies of each annual or other report the Sponsor shall be required to file with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectCommission. (nh) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, For so long as any of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the ProspectusOffered Securities remain outstanding, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice or will cause the Servicer to, furnish to the UnderwritersRepresentative, offer as soon as available, a copy of (i) the annual statement of compliance delivered by the Servicer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A Indenture Trustee under the Act, then, immediately following the execution of this Servicing Agreement, (ii) the Sponsor will prepareannual independent public accountants' servicing report furnished to the Indenture Trustee pursuant to the Servicing Agreement, (iii) each report regarding the Offered Securities mailed to the holders of such Securities, and file or transmit for filing with (iv) from time to time, such other information concerning such Securities as the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omittedRepresentative may reasonably request.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap CounterpartyCounterparties. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriters (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriters) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes, and (v) any fees and expenses incurred in the case reunderwriting of Financed Student Loans to be acquired after by loan files in connection with the Trust from the Underwriters’ due diligence . H. The Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Dateagrees that, on or before the date of such acquisition), so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to each of the Sub-ServicerUnderwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Custodian, the Originating Agent Sale and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, Servicing Agreement and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust Seller to pay from amounts deposited enter into the Acquisition Fund Sale and Servicing Agreement and all related agreements on or prior to the Closing Date, or . J. The Sponsor will endeavor to qualify the Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file shall promptly notify the Prospectus Senior Lenders (x) in the event the Borrower or the Project Company receives a form approved notification, fine, warning or other communication from the GoM with respect to noncompliance by the Underwriters Project Company with the Commission terms of the Concession Agreement, (y) if the Project Company fails to exercise any of its rights under the Concession Agreement for a period of thirty (30) days, or (z) of any other action which, pursuant to and in accordance with subparagraph (2) (orthe terms of the Concession Agreement, if applicable left unresolved or with the passage of time, could result in the termination, suspension or revocation of the Concession Agreement; Amended and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Restated Financial Support Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering shall cause each of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; Borrower and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus Project Company to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale obligations under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the NotesProject Documents; provided, however, that in no event shall the Sponsor shall only be obligated liable under this Section 6.01(b) to qualify as a foreign corporation the extent of any damage, cost or liability or other claim that results from the willful misconduct or gross negligence of the Sponsor; provided, further, that nothing in this Section 6.01(b) is intended to execute a general or unlimited consent or take any action that would subject it to service of process expand the Sponsor's financial obligations beyond those set forth in any such jurisdiction.Article II; (fc) The Sponsor shall, at all times upon request of shall manage the Underwriters or their advisors, or both, Project Company as a Reasonable and Prudent Manager and in accordance with Accepted Industry Practices from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in receives a notice of acceleration from the Registration Statement and the Prospectus and in order Senior Lenders pursuant to evidence the accuracy or completeness of any Section 7.01 of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel Agreements until a new operator for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any Project is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged approved by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loansGoM; provided, however, that this the Senior Lenders shall not be construed reimburse and indemnify the Sponsor for all reasonable and documented out-of-pocket expenses incurred by the Sponsor in the management of the Project Company pursuant to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution provisions of this AgreementSection 6.01(c). For purposes of this subsection, the Sponsor will prepare, term "Reasonable and file or transmit for filing with the Commission Prudent Manager" shall mean a person performing in good faith its contractual obligations in accordance with such Rule 430A Accepted Industry Practices, and Rule 424(b) in so doing in the general conduct of its business, exercising the degree of skill, diligence, prudence, foresight and commercial judgment which would be expected from a skilled and experienced railroad operator under the Actsame or similar circumstances and conditions; and the term "Accepted Industry Practices" shall mean practices, copies methods and acts that are used and generally accepted internationally in the railroad industry (including practices, methods and acts which are applicable having regard to the type and size of an amended Prospectus containing the Project, its design and configuration and its geographic location) as applicable to the management of a project which is similar to the Project in accordance with all information so omittedapplicable laws and with safety, reliability, efficiency and economy.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Underwriters (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Underwriters) incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes, (v) any fees and expenses incurred in the reunderwriting of loan files in connection with the Underwriters’ due diligence and (vi) the reasonable fees and disbursements of counsel to the Swap Provider. H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Exchange ActSale and Servicing Agreement, or any order (ii) the annual statement of a firm of independent public accountants furnished to the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor Student Loan Purchase Agreement after and (iii) any information required to be delivered by the Closing Date, on Sponsor or before the date Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of such acquisition)the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent Sale and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, Servicing Agreement and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust Seller to pay from amounts deposited enter into the Acquisition Fund Sale and Servicing Agreement and all related agreements on or prior to the Closing Date, or . J. The Sponsor will endeavor to qualify the Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Dealer Manager that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement5.1. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating prior to the Notes is required to be delivered by an Underwriter or dealerOfferings Termination Date, either (i) any event occurs as a result of which the Prospectus Memorandum, as then amended or supplemented would supplemented, would, in the opinion of either the Sponsor or the Dealer Manager, include an any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Sponsor’s reasonable discretion, at any time to amend or supplement a Memorandum, the Sponsor will promptly notify the Dealer Manager (ii) for any other reason it shall be necessary unless notice of the need to amend or supplement the Prospectus to comply with Memorandum shall have been received from the Act, Dealer Manager) and the Sponsor promptly Dealer Manager will notify all Participating Intermediaries to suspend the Underwriters Offering and sale of DST Interests related to such event Offering until such time as the Sponsor, in its sole discretion (i) has prepared any required supplement or amendment to such Memorandum and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither (ii) instructs the Underwriters' consent to, nor Dealer Manager to resume the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any offer and sale of the conditions set forth in Section 6 hereofDST Interests. (d) 5.2. The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by at no expense to the ActDealer Manager, furnish to the Underwriters Dealer Manager with copies of any preliminary prospectus, the Prospectus, the Registration Statement Memoranda and all amendments amendments, supplements and supplements to such documentsexhibits thereto, in each case as soon as available and in such quantities as the Underwriters Dealer Manager may reasonably request. (e) The Sponsor will take all actions which are necessary to arrange request for the qualification of the Notes for offering purposes contemplated by federal and sale under the state securities laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess printed sales literature or can acquire without unreasonable effort or expense, including any and all documentation requested other materials the use of which has been approved in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, writing by the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap CounterpartyOfferings. (l) 5.3. The Sponsor will cause apply the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except DST Interests as stated in this Agreement and in the Prospectus, Memoranda. 5.4. The Sponsor will not conduct the Sponsor has not taken, nor will it take, directly Offerings or indirectly, offer or sell any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price DST Interests by means of any form of general solicitation or general advertising within the Notes to facilitate meaning of Rule 502(c) of Regulation D. 5.5. The Sponsor will make any filings regarding the sale or resale of Offerings that may be required by the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding SEC or any entity affiliatedstate securities administration, directly including without limitation preparing or indirectlycausing to be prepared, executed and timely filed with the Sponsor or Collegiate Funding will, without prior written notice SEC a Notice on Form D relating to the Underwriters, offer Offerings under Regulation D and with applicable state securities regulatory agencies. Subject to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent Dealer Manager’s actions and the sale actions of student loan applications or student loans by Collegiate Funding. (r) If, at others in connection with the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this AgreementOfferings, the Sponsor will preparecomply with all requirements imposed upon it by Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions. 5.6. The Sponsor shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement any Memorandum or for additional information or of the issuance by the SEC of any stop order or of any other order preventing or suspending the use of any Memorandum or the institution of any proceedings for that purpose. The Sponsor shall use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the removal thereof as promptly as possible. The Sponsor will notify the Dealer Manager in writing, promptly upon the occurrence of (i) any Disqualifying Event relating to any Sponsor Covered Person and file or transmit for filing (ii) any event that would, with the Commission in accordance with such Rule 430A and Rule 424(b) under the Actpassage of time, copies of an amended Prospectus containing all information so omittedbecome a Disqualifying Event relating to any Sponsor Covered Person.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Dealer Manager that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating prior to the Notes is required to be delivered by an Underwriter or dealerOfferings Termination Date, either (i) any event occurs as a result of which the Prospectus Memorandum, as then amended or supplemented would supplemented, would, in the opinion of either the Sponsor or the Dealer Manager, include an any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Sponsor’s reasonable discretion, at any time to amend or supplement a Memorandum, the Sponsor will promptly notify the Dealer Manager (ii) for any other reason it shall be necessary unless notice of the need to amend or supplement the Prospectus Memorandum shall have been received from the Dealer Manager) and the Dealer Manager will notify all Participating Distribution Agents to comply suspend the Offering and sale of DST Interests related to such Offering until such time as the Sponsor, in its sole discretion (i) has prepared any required supplement or amendment to such Memorandum and (ii) instructs the Dealer Manager to resume the offer and sale of the DST Interests. (b) The Sponsor will, at no expense to the Dealer Manager, furnish the Dealer Manager with serially numbered copies of the Memoranda and all amendments, supplements and exhibits thereto, as the Dealer Manager may reasonably request for the purposes contemplated by federal and state securities laws and any other printed sales literature or other materials the use of which has been approved in writing by the Sponsor in connection with the Act, Offerings. (c) The Sponsor will apply the Sponsor promptly will notify proceeds from the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any sale of the conditions set forth DST Interests as stated in Section 6 hereofthe Memoranda. (d) The Sponsor will, so long as delivery will not conduct the Offerings or offer or sell any of a prospectus the DST Interests by an underwriter or dealer is required by the Act, furnish to the Underwriters copies means of any preliminary prospectus, form of general solicitation or general advertising within the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.meaning of Rule 502(c) of Regulation D. (e) The Sponsor will take all make any filings regarding the Offerings that may be required by the SEC or any state securities administration, including without limitation preparing or causing to be prepared, executed and timely filed with the SEC a notice on Form D relating to the Offerings under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions which are necessary to arrange for and the qualification actions of others in connection with the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; providedOfferings, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject will comply with all requirements imposed upon it to service of process in any such jurisdictionby Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions. (f) The Sponsor shall, at all times upon shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement any Memorandum or for additional information or of the Underwriters issuance by the SEC of any stop order or their advisorsof any other order preventing or suspending the use of any Memorandum or the institution of any proceedings for that purpose. The Sponsor shall use its commercially reasonable best efforts to prevent the issuance of any such order and, or bothif any such order is issued, from to obtain the date hereof through removal thereof as promptly as possible. The Sponsor will notify the Closing DateDealer Manager in writing, promptly upon the occurrence of (i) make available any Disqualifying Event relating to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the any Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement Covered Person and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectlywould, with the passage of time, become a Disqualifying Event relating to any Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate FundingCovered Person. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Underwriter that: (a) A. The Sponsor will file promptly advise the Prospectus in a form approved Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished the Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriter or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters Underwriter may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriter's prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, Underwriter (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriter (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriter) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to the Sub-ServicerUnderwriter (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to the Underwriter. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriter, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters Underwriter may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Underwriter that: (a) A. The Sponsor will file promptly advise the Prospectus in a form approved Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished the Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriter or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters Underwriter may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriter's prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, Underwriter (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriter (including the reasonable fees and disbursements of Xxxxx & Xxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriter) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to the Sub-ServicerUnderwriter (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to the Underwriter. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriter, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters Underwriter may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide ii)provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap CounterpartyCounterparties. (l1) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which either Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountantsRegistration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters' reports furnished prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to the Indenture Trustee offer or the Eligible Lender Trustee sell mortgage loan asset-backed securities backed by mortgage loans, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriters (including the reasonable fees and disbursements of XxXxx Xxxxxx LLP, as special counsel to the Exchange Act, or any order of the Commission thereunder. Underwriters) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to each of the Sub-ServicerUnderwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student LoansIndemnity Agreement, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) J. The Sponsor will cause endeavor to qualify the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters Dealer Manager that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating prior to the Notes is required to be delivered by an Underwriter or dealerOfferings Termination Date, either (i) any event occurs as a result of which the Prospectus Memorandum, as then amended or supplemented would supplemented, would, in the opinion of either the Sponsor or the Dealer Manager, include an any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Sponsor’s reasonable discretion, at any time to amend or supplement a Memorandum, the Sponsor will promptly notify the Dealer Manager (ii) for any other reason it shall be necessary unless notice of the need to amend or supplement the Prospectus Memorandum shall have been received from the Dealer Manager) and the Dealer Manager will notify all Participating Distribution Agents to comply suspend the Offering and sale of DST Interests related to such Offering until such time as the Sponsor, in its sole discretion (i) has prepared any required supplement or amendment to such Memorandum and (ii) instructs the Dealer Manager to resume the offer and sale of the DST Interests. (b) The Sponsor will, at no expense to the Dealer Manager, furnish the Dealer Manager with serially numbered copies of the Memoranda and all amendments, supplements and exhibits thereto, as the Dealer Manager may reasonably request for the purposes contemplated by federal and state securities laws and any other printed sales literature or other materials the use of which has been approved in writing by the Sponsor in connection with the Act, Offerings. (c) The Sponsor will apply the Sponsor promptly will notify proceeds from the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any sale of the conditions set forth DST Interests as stated in Section 6 hereofthe Memoranda. (d) The Sponsor will, so long as delivery will not conduct the Offerings or offer or sell any of a prospectus the DST Interests by an underwriter or dealer is required by the Act, furnish to the Underwriters copies means of any preliminary prospectus, form of general solicitation or general advertising within the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.meaning of Rule 502(c) of Regulation D. (e) The Sponsor will take all make any filings regarding the Offerings that may be required by the SEC or any state securities administration, including without limitation preparing or causing to be prepared, executed and timely filed with the SEC a Notice on Form D relating to the Offerings under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions which are necessary to arrange for and the qualification actions of others in connection with the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; providedOfferings, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject will comply with all requirements imposed upon it to service of process in any such jurisdictionby Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions. (f) The Sponsor shall, at all times upon shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement any Memorandum or for additional information or of the Underwriters issuance by the SEC of any stop order or their advisorsof any other order preventing or suspending the use of any Memorandum or the institution of any proceedings for that purpose. The Sponsor shall use its commercially reasonable best efforts to prevent the issuance of any such order and, or bothif any such order is issued, from to obtain the date hereof through removal thereof as promptly as possible. The Sponsor will notify the Closing DateDealer Manager in writing, promptly upon the occurrence of (i) make available any Disqualifying Event relating to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the any Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement Covered Person and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectlywould, with the passage of time, become a Disqualifying Event relating to any Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate FundingCovered Person. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment-grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission’s proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Sponsor pursuant Underwriters (including the reasonable fees and disbursements of Xxxxxxx Xxxxxxxx & Xxxx LLP, as counsel to the Exchange Act, or any order of Underwriters in connection with this Agreement and the Commission thereunder. transactions contemplated hereby) incurred in connection with (i) On or before the Closing Date issuance and delivery of the Notes, (orii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the case of Financed Student Loans to be acquired after by Owner Trustee, the Trust from Indenture Trustee, the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisitionNote Insurer and any other credit support provider (including legal fees), accounting fees and disbursements and (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes. H. The Sponsor agrees that, so long as the Sponsor shall cause the computer records of the Sponsor, the Seller, be acting as the Master Servicer, it will deliver or cause to be delivered to each of the Sub-ServicerUnderwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Master Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the CustodianSale and Servicing Agreement, the Originating Agent Insurance and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, Indemnity Agreement and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust Seller to pay from amounts deposited enter into the Acquisition Fund Sale and Servicing Agreement and the Insurance and Indemnity Agreement on or prior to the Closing Date, or . J. The Sponsor will endeavor to qualify the Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); , (ii) the preparation, issuance and delivery of the Notes to the Underwriters; , (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; , (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; , (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; , (vi) the reasonable expenses of the Underwriters (other than its counsel); , (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; , (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their theft counsel; , and (xi) any set-up fee charged by the LIBOR Swap Counterparty or the Rate Cap Counterparty. (l1) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate FundingCollege Loan, the Sponsor, the Seller, the Master Servicer Servicing Administrator and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the SellerSellers, the Master Servicing Administrator, each Servicer, the Sub-Servicer, the Custodian, the Originating Agent Custodian and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the SellerSellers, the Master ServicerServicing Administrator, the Sub-either Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Administration Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the SellerSellers, the Master Servicing Administrator, each Servicer, the Sub-Servicer, the Custodian, the Originating Agent Custodian or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the SellerSellers, the Master Servicing Administrator, the Servicer, the Sub-Servicer, the Custodian, the Originating Agent Custodian or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate FundingCollege Loan's, the Sponsor's, the Seller'sSellers', the Master ServicerServicing Administrator's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counselcounsel which shall be paid by the Underwriters); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ixviii) the fees and expenses of the Trust and its counsel; and (xix) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding College Loan or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding College Loan will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate FundingCollege Loan. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted. (s) The Sponsor will cooperate with the Underwriters in listing and maintaining the Class A Notes on the Irish Stock Exchange.

Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that: (a) The Sponsor hereby covenants that except for the transfer hereunder, the Sponsor will file not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest therein; the Prospectus in a form approved by Sponsor will notify the Underwriters with Trustee, as assignee of the Commission pursuant Depositor, of the existence of any lien on any Mortgage Loan immediately upon discovery thereof, and the Sponsor will defend the right, title and interest of the Trust, as assignee of the Depositor, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Sponsor; provided, however, that nothing in accordance this Section 2.09 shall prevent or be deemed to prohibit the Sponsor from suffering to exist upon any of the Mortgage Loans any liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Sponsor shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b)respect thereto. (b) The Sponsor will advise the Underwriters promptly hereby covenants that neither it nor any Affiliate of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise directly solicit any Mortgagor hereunder to refinance the Underwriters promptly of any amendment or supplementation related Mortgage Loan. For the purposes of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its liftingforegoing, if issued. (c) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, neither the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. (e) The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee. (h) So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf Affiliate of the Sponsor pursuant shall be deemed to directly solicit any Mortgagor if the Exchange ActSponsor received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay or refinance the related Mortgage Loan or the Mortgagor initiates a title search, or any order of the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from if the Sponsor pursuant responds to a request from a Mortgagor regarding a refinancing or if the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing AgreementMortgagor receives marketing materials which are generally disseminated. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.

Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that: (a) A. The Sponsor will file promptly advise each of the Prospectus in a form approved Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Underwriters with the Commission pursuant for any amendment to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering or for any additional information, (iii) of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) B. If, at any time when a prospectus relating to during the Notes period in which the Prospectus is required by law to be delivered by an Underwriter or dealerdelivered, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly will notify prepare and file with the Underwriters Commission, subject to Paragraph A of such event and promptly will prepare, at its own expensethis Section 4, an amendment or supplement which that will correct such statement or omission. Neither the Underwriters' consent toomission or an amendment that will effect such compliance and, nor the Underwriters' distribution of any if such amendment or supplement is required to be contained in a post-effective amendment to the Prospectus shall constitute a waiver of any Registration Statement, will use its best efforts to cause such amendment of the conditions set forth in Section 6 hereofRegistration Statement to be made effective as soon as possible. (d) C. The Sponsor willwill furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus Prospectus by an underwriter the Underwriters or a dealer is may be required by the Act, furnish to the Underwriters as many copies of any preliminary prospectus, the Prospectus, the Registration Statement as amended or supplemented, and all any amendments and supplements to such documents, in each case as soon as available and in such quantities thereto as the Underwriters may reasonably request. (e) . The Sponsor will take pay the expenses of printing (or otherwise reproducing) all actions which are necessary offering documents relating to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Sponsor shallD. As soon as practicable, at all times upon request of the Underwriters or their advisors, or both, from but not later than sixteen months after the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of Collegiate Funding, the Sponsor, the Seller, the Master Servicer and the Administrator with respect to such matters. (g) Until the retirement of the Noteshereof, the Sponsor will deliver cause the Trust to make generally available to Noteholders an earning statement of the Underwriters Trust covering a period of at least 12 months beginning after the annual statements effective date of compliance and the annual independent certified public accountants' reports furnished Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act. E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the Indenture Trustee or meaning of the Eligible Lender Trustee Commission proposed Rule 229.1100, except pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trusteethis Agreement. (h) F. So long as any of the Notes are outstanding, the Sponsor will furnish cause to be delivered to the Underwriters as soon as practicable after the end of the fiscal year, (i) all documents required to be distributed to Noteholders or and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Sponsor, whether or not the Commission on behalf transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel and expenses of the Underwriters (including the reasonable fees and disbursements of MxXxx Xxxxxx LLP, as special counsel to the Underwriters) incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes, (v) any fees and expenses incurred in the reunderwriting of loan files in connection with the Underwriters’ due diligence and (vi) the reasonable fees and disbursements of counsel to the Swap Provider. H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the annual statement as to compliance delivered to the Indenture Trustee pursuant to the Exchange ActSale and Servicing Agreement, or any order (ii) the annual statement of a firm of independent public accountants furnished to the Commission thereunder. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after by the Trust from the Sponsor Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor Student Loan Purchase Agreement after and (iii) any information required to be delivered by the Closing Date, on Sponsor or before the date Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of such acquisition)the form of Indenture heretofore delivered to each of the Underwriters. I. The Sponsor will enter into the Trust Agreement, the Sponsor shall cause the computer records of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent Sale and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, Servicing Agreement and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Master Servicing Agreement. (j) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator all related agreements on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Seller, the Master Servicer, the Sub-Servicer, the Custodian, the Originating Agent or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies. (k) The Sponsor will cause the Trust Seller to pay from amounts deposited enter into the Acquisition Fund Sale and Servicing Agreement and all related agreements on or prior to the Closing Date, or . J. The Sponsor will endeavor to qualify the Notes for sale to the extent such amounts are not sufficientnecessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, the Sponsor if any, and will pay, pay all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of Collegiate Funding's, the Sponsor's, the Seller's, the Master Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies determination of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses eligibility of the Underwriters (other than its counsel); (vii) the fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the fees and expenses of the Trust and its counsel; (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel; and (xi) any set-up fee charged by the LIBOR Swap Counterparty. (l) The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158). (m) The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers investment under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suitsreasonably designate, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subjectif any. (n) The Sponsor consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Sponsor. (o) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (p) Except as stated in this Agreement and in the Prospectus, the Sponsor has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (q) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, Collegiate Funding or any entity affiliated, directly or indirectly, with the Sponsor or Collegiate Funding will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by Collegiate Funding. (r) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, the Sponsor will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted.