National Collegiate Student Loan Trust 2004-2
DEPOSIT AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>14
<FILENAME>d265819.txt
<DESCRIPTION>DEPOSIT AND SECURITY AGREEMENT
<TEXT>
                                  EXHIBIT 10.13


                         DEPOSIT AND SECURITY AGREEMENT
                THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

         This Deposit and Security Agreement (the "Agreement") is made and
entered into as of October 28, 2004, by and among THE EDUCATION RESOURCES
INSTITUTE, INC., a private non-profit corporation organized under Chapter 180 of
the Massachusetts General Laws with its principal place of business at 31 St.
James Avenue, Boston, Massachusetts 02116 ("TERI"), FIRST MARBLEHEAD DATA
SERVICES, INC., a corporation organized under the General Corporation Law of the
State of Massachusetts with its principal place of business at 230 Park Avenue,
New York, New York 10169 (the "Administrator"), and THE NATIONAL COLLEGIATE
STUDENT LOAN TRUST 2004-2, in its capacity as owner (in such capacity, the
"Owner").

         WHEREAS, the Owner is willing to purchase education loans to borrowers
under the education loan programs listed on Schedule A attached hereto and
others in accordance with the Indenture (collectively, the "Student Loan
Programs") upon certain terms and conditions, including but not limited to the
guaranty of the payment of principal and interest by TERI pursuant to the terms
of the Guaranty Agreements (as hereafter defined) and the deposit of certain
monies with U.S. Bank National Association (the "Trustee"), on behalf of the
Owner, as security for such payment as more fully described herein and in
accordance with the terms and conditions set forth in this Agreement, and the
agreements (the "Account Security Agreements") listed on Schedule B attached
hereto and others in accordance with the Indenture;

         WHEREAS, under the terms of the Guaranty Agreements listed on Schedule
B attached hereto and others in accordance with the Indenture between TERI and
each of the parties (the "Loan Originators") listed on Schedule B attached
hereto and others in accordance with the Indenture, TERI guaranties the payment
of principal and interest on the Loans in exchange for the payment of certain
Guaranty Fees (as hereinafter defined);

         WHEREAS, pursuant to the Student Loan Purchase Agreements listed on
Schedule B attached hereto and others in accordance with the Indenture, between
the Loan Originators and the Owner's predecessor in interest, The First
Marblehead Corporation (the "Student Loan Purchase Agreements"), the Owner has
agreed to acquire certain Loans;

         WHEREAS, the Administrator is authorized to act for the Owner in all
matters relating to this Agreement; and

         WHEREAS, it is the intention of the Owner and TERI that this Agreement
shall apply to each Loan that is (i) subject to the Guaranty Agreements and (ii)
purchased by the Owner with funds held under the Indenture (as hereafter
defined).

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


<PAGE>

         1. Definitions. Capitalized terms not otherwise defined in this
Section, in the recitals hereto or elsewhere in this Agreement shall have the
meanings ascribed to such terms in the Guaranty Agreements listed on Schedule B
attached hereto. In addition:

         (a) "Closing Date" shall mean each of the dates on which the Owner
consummates a transaction to purchase the Loans pursuant to the Student Loan
Purchase Agreements.

         (b) "Collateral" shall have the meaning set forth in Section 5.

         (c) "Distribution Date" shall have the meaning set forth in the
Indenture.

         (d) "Eligible Investments" means the following categories of
securities:

                  (i) For all purposes:

                           (A) Cash (insured at all times by the Federal Deposit
Insurance Corporation);

                           (B) Obligations of, or obligations guaranteed as to
principal and interest by, the U.S. or any agency or instrumentality thereof,
when such obligations are backed by the full faith and credit of the U.S.
government including:

                           o         U.S. treasury obligations
                           o         All direct or fully guaranteed obligations
                           o         Farmers Home Administration
                           o         General Services Administration
                           o         Guaranteed Title XI financing
                           o         Government National Mortgage Association
                                     (GNMA)
                           o         State and Local Government Series

                           (C) Obligations of government-sponsored agencies that
are not backed by the full faith and credit of the U.S. government including:
<TABLE>
<CAPTION>

<S>                       <C>        <C>
                           o         Federal Home Loan Mortgage Corp. (FHLMC) Debt obligations
                           o         Farm Credit System (formerly: Federal Land Banks, Federal
                                     Intermediate Credit Banks, and Banks for Cooperatives)
                           o         Federal Home Loan Banks (FHL Banks)
                           o         Federal National Mortgage Association (FNMA) debt obligations
                           o         Financing Corp. (FICO) debt obligations
                           o         Resolution Funding Corp. (REFCORP) debt obligations
                           o         U.S. Agency for International Development (U.S. A.I.D)
                                     guaranteed notes
</TABLE>

         U.S.A.I.D. securities must mature at least four business days before
the appropriate payment date.

                                       2
<PAGE>

                  (ii) Investments in refunding escrow accounts:

                           (A) Obligations of any of the following federal
agencies which obligations represent
the full faith and credit of the United States of America, including:

<TABLE>
<CAPTION>
<S>                       <C>        <C>
                           o         Export-Import Bank
                           o         Rural Economic Community Development Administration
                           o         U.S. Maritime Administration
                           o         Small Business Administration
                           o         U.S. Department of Housing & Urban Development
                                    (PHAs)
                           o         Federal Housing Administration
                           o         Federal Financing Bank
</TABLE>

                           (B) Direct obligations of any of the following
federal agencies which obligations are
not fully guaranteed by the full faith and credit of the U.S.:
<TABLE>
<CAPTION>

<S>                       <C>     <C>
                           o        Senior debt obligations issued by the Federal National
                                    Mortgage Association (FNMA) or Federal Home Loan
                                    Mortgage Corporation (FHLMC)
                           o        Obligations of the Resolution Funding Corporation
                                    (REFCORP)
                           o        Senior debt obligations of the Federal Home Loan Bank
                                    System
                           o        Senior debt obligations of other government sponsored
                                    agencies
</TABLE>

                           (C) U.S. dollar denominated deposit accounts, federal
funds and bankers' acceptances with domestic commercial banks which have a
rating on their short term certificates of deposit on the date of purchase of:
(1) "A-1+" by S&P and (2) either "P-1" by Moody's or "F1" by Fitch; and maturing
not more than 360 calendar days after the date of purchase. (Ratings on holding
companies are not considered as the rating of the bank);

                           (D) Commercial paper that meets the ratings of the
following listed rating agencies at the time of purchase: (1) "A-1+" by S&P and
(2) either "P-1" by Moody's or "F1" by Fitch; which matures not more than 270
calendar days after the date of purchase;

                           (E) Investments in a money market fund rated "AAAm"
or "AAA-m" by S&P and "Aaa" by Moody's;

                           (F) Pre-refunded "municipal obligations" which are
defined as follows: any bonds or other obligations of any state of the U.S. or
of any agency, instrumentality or local governmental unit of any such state
which are not callable at the option of the obligor prior to maturity or as to
which irrevocable instructions have been given by the obligor to call on the
date specified in the notice; and

                                       3
<PAGE>

                                    (1) Which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of (a) S&P
and (b) either Moody's or Fitch or any successors thereto; or

                                    (2) (a) Which are fully secured as to
principal and interest and redemption premium, if any, by an escrow consisting
only of cash or obligations described in paragraph (i)(B) above, which escrow
may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity
date or dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, and (b) which escrow is sufficient, as
verified by a nationally recognized independent certified public accountant, to
pay principal of and interest and redemption premium, if any, on the bonds or
other obligations described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above, as appropriate;

                           (G) Any other investment that is generally approved
by Moody's, S&P and Fitch for the investment of funds held as collateral for
securities rated in the highest investment rating category and that is not:


                                    (1) A financial asset that involves the
Owner, the Administrator or the beneficial owners of the Owner in making
decisions other than the decisions inherent in servicing the financial assets
including without limitation any financial asset that includes an option to be
exercised by the Owner, the Administrator or the beneficial owners of the Owner;
or

                                    (2) A derivative financial instrument that
involves the Owner, the Administrator or the beneficial owners of the Owner in
making decisions including without limitation any derivative financial
instrument that includes an option allowing the Owner, the Administrator or the
beneficial owners of the Owner to choose to call or put other financial
instruments; provided that a derivative financial instrument shall be an
Eligible Investment only if it is acquired from proceeds of the issuance of
Notes by the Owner at the time of such issuance.

                  (iii) The value of the above investments shall be determined
as follows:

                           (A) For the purpose of determining the amount in any
fund, all Investment Securities credited to such fund shall be valued at fair
market value. The Trustee shall determine the fair market value based on
accepted industry standards and from accepted industry providers. Accepted
industry providers shall include but are not limited to pricing services
provided by Financial Times Interactive Data Corporation, Merrill Lynch & Co.,
Citigroup Global Markets Inc., Bear Stearns & Co. Inc., Deutsche Bank AG, New
York Branch, or Lehman Brothers;

                           (B) As to certificates of deposit and bankers'
acceptances: the face amount thereof, plus accrued interest thereon; and

                           (C) As to any investment not specified above: the
value thereof established by prior agreement between the Owner and the Trustee.



                                       4
<PAGE>

         (e) "Existing Pledged Account" means the Pledged Account, if any,
created pursuant to the Account Security Agreements and named therein the
"Pledged Account."

         (f) "Guaranty Agreements" shall mean each of the Guaranty Agreements
between each of the Loan Originators and TERI, and any amendments or
modifications thereto, as set forth on Schedule B attached hereto and others in
accordance with the Indenture.

         (g) "Guaranty Claims" shall mean a claim made by or on behalf of the
Owner for payment by TERI following a Guaranty Event.

         (h) "Guaranty Fees" shall mean, collectively, all of the fees payable
to TERI for the guarantee of a Loan as described in each of the Guaranty
Agreements.

         (i) "Indenture" means the Indenture dated as of October 1, 2004, by and
between the Owner and the Trustee, as may be amended or supplemented from time
to time.

         (j) "Intangibles" shall have the meaning set forth in Section 5(a)(ii).

         (k) "Recoveries" shall mean and include: (i) any and all cash, checks,
drafts, orders and all other instruments for the payment of money received by
TERI from or on behalf of Borrowers in payment of principal of, interest on,
late fees with respect to, and costs of collecting defaulted Loans with respect
to which TERI has paid, in full, Guaranty Claims, from funds in the Pledged
Account, and the proceeds of all of the foregoing, (ii) any amount received by
TERI upon the sale or other transfer of defaulted Loans with respect to which
TERI has paid, in full, Guaranty Claims (including the sale of such Loans to the
Owner as provided in each of the Guaranty Agreements or the sale of the right to
collect such Loans or other similar rights with respect thereto), and (iii) in
connection with any pledge or assignment of defaulted Loans (or rights with
respect thereto) to secure a loan to TERI, the amount of such loan. In all
cases, "Recoveries" shall be computed net of TERI's Costs of Collection. TERI's
"Costs of Collection" for purposes of this Agreement shall mean all fees and
expenses paid to third party collectors and attorneys, and, to cover TERI's
internal costs, an amount equal to two and one-half percent (2.5%) of the amount
recovered (excluding amounts recovered upon the sale of loans to the Owner as
provided in each of the Guaranty Agreements).

         (l) "Secured Obligations" shall have the meaning set forth in Section
6.

         (m) "TERI Guarantee Fee Entitlement" means a portion of Guaranty Fees
equal to 1.75% of the principal amount of a Loan, payable in accordance with
each of the Guaranty Agreements.

         2. Creation and Funding of the Pledged Account. Upon the execution of
this Agreement, the Owner shall establish with the Trustee pursuant to the
Indenture an account (the "Pledged Account") for the purpose of depositing upon
receipt portions of the Guaranty Fees, Recoveries and earnings as provided in
this Section 2. The Pledged Account shall be funded (a) by transfer of all
amounts held on each Closing Date in the Existing Pledged



                                       5
<PAGE>

Account that relate to the Loans being purchased on such Closing Date,
determined as set forth in each of the Account Security Agreements, (b) by TERI
with all Guaranty Fees payable on each Closing Date with respect to the Loans
being purchased, and (c) by TERI with all Recoveries with respect to Loans on
which TERI has paid Guaranty Claims, and earnings on the Pledged Account, all of
which shall be pledged by TERI to the Owner under the terms of this Agreement.
TERI hereby irrevocably directs the Owner to deposit the following amounts into
the Pledged Account:

         (a) Any and all Guaranty Fees previously paid by the Loan Originators
and currently held by the Trustee in the Existing Pledged Account created under
each of the Account Security Agreements with respect to Loans purchased on any
Closing Date as set forth in each of the Account Security Agreements;

         (b) Any and all additional Guaranty Fees with respect to such Loans
purchased by the Owner, which fees will be deposited into the Pledged Account on
each Closing Date; and

         (c) All Recoveries, which Recoveries shall be remitted by or on behalf
of TERI to the Trustee on the 15th day of each month, for Recoveries received
during the preceding month.

Any amounts remitted to the Trustee for deposit into the Pledged Account shall
be accompanied by a notice in the form of Exhibit 2.

         3. Pledged Account Investment and Maintenance.

         (a) The Owner shall withdraw from the Pledged Account and deposit into
the Reserve Fund of the Indenture any amounts owed by TERI under each of the
Guaranty Agreements for Guaranty Claims as provided in Section 3(d)(i) hereof.
The Owner understands and agrees that TERI shall be required to pay any such
claim amounts out of TERI's general reserves and other assets only to the extent
that and for so long as the Pledged Account is without sufficient funds or is
otherwise unavailable to promptly pay whatever amounts are then due and payable
under each of the Guaranty Agreements. Notwithstanding the foregoing, while
there is a default by TERI under Section 8 hereof continuing, the provisions of
Section 9 hereof shall apply.

         (b) Prior to the occurrence of a default by TERI under Section 8
hereof, TERI may direct the Owner to invest amounts held in the Pledged Account
in one or more Eligible Investments. If a default under Section 8 occurs and is
continuing, the Administrator shall have the sole right to direct investment of
the Pledged Account, but such investments shall be limited to Eligible
Investments.

         (c) No interest, dividends, distributions or other earnings of whatever
nature which are paid and derived from the Pledged Account (collectively,
"Earnings") shall be withdrawn or paid to the Owner or TERI or any other person
or entity unless pursuant to the provisions of Section 3(d). All Earnings shall
be fully, immediately and completely reinvested in the Pledged Account. Any
other provisions of this Agreement to the contrary (either expressly or by
implication) notwithstanding, all Earnings net of losses shall be



                                       6
<PAGE>

credited to and deemed income of TERI and not of the Owner, and shall be so
treated by TERI.

         (d) Withdrawals and disbursements from the Pledged Account shall be
made only in accordance with the following provisions:

                  (i) Upon receipt by the Owner of a Payment of Guaranty Claims
Direction Letter, substantially in the form of Exhibit 1 (and, after the
occurrence of a default under Section 8, whether or not such a Direction Letter
is received), the Owner shall withdraw from the Pledged Account and deposit in
the Revenue Fund of the Indenture the full amount of any valid Guaranty Claims
made in accordance with each of the Guaranty Agreements for defaulted Loans.

                  (ii) In the event TERI's income on the Pledged Account should
become subject to federal income taxation or the income from the Pledged Account
should become subject to excise tax under section 4940 of the Internal Revenue
Code of 1986, as amended, TERI shall be entitled to the release of Earnings from
the Pledged Account equal to the taxes actually paid by TERI with respect to the
income on the Pledged Account. TERI shall provide the Administrator and the
Trustee with a written request substantially in the form of Exhibit 3 attached
hereto, for any such withdrawal, which request shall be accompanied by
documentation as to the amounts to be withdrawn ("Withdrawal Request"). Not
later than 15 days following receipt by the Administrator of a Withdrawal
Request, the Administrator may either (A) notify TERI of any objection to such
Withdrawal Request along with reasons for such objection or (B) request any
further information or documentation relating to such request. If the
Administrator does not object or request further information from TERI within
such 15 day period, the Administrator shall be deemed to have consented to the
Withdrawal Request, and the Administrator shall thereafter promptly cause the
Trustee to withdraw the requested funds from the Pledged Account. If the
Administrator objects to any Withdrawal Request, the Administrator shall deny
the request and provide TERI with a written statement of the Administrator's
reasons for denial, which denial must be reasonably based on the requirements
set forth in this Section 3(d).

         4. Excess Funds in the Pledged Account.

         (a) On the Closing Date, the Owner shall pay TERI from funds in the
Pledged Account an amount equal to 0.25% of the aggregate outstanding principal
balance of the Loans that are guaranteed by TERI and purchased by the Owner on
the Closing Date.

         (b) If on any Distribution Date under the Indenture, the product of (i)
the aggregate outstanding principal balance of and earned interest on Loans held
by or pledged to the Trustee, multiplied by (ii) a factor equal to sixteen
hundredths (.16) (the "Stress Factor") is less than the balance in the Pledged
Account, and, if no default exists hereunder or under each of the Guaranty
Agreements, the Administrator shall cause the Trustee to pay to TERI the amount
by which the balance in the Pledged Account exceeds such product. The parties
agree that the approval of the Stress Factor by the rating agencies is dependent
upon the types of Loans purchased by the Owner at each closing under the
Indenture.



                                       7
<PAGE>



         5. Security Interest. TERI hereby pledges, assigns and sets over to the
Owner, as security for payment by TERI of the Secured Obligations (as
hereinafter defined), all of TERI's right, title and interest in and to (a) the
Pledged Account and all amounts on deposit or to be deposited therein as
described in Section 2 of this Agreement, including without limitation (i) any
and all Guaranty Fees previously paid by Loan Originators and currently held by
the Trustee in the Existing Pledged Account created under each of the Account
Security Agreements with respect to Loans purchased on any Closing Date as set
forth in each of the Security Agreements; (ii) any and all additional Guaranty
Fees with respect to such Loans purchased by the Owner, which fees will be
deposited into the Pledged Account on each Closing Date; and (iii) all
Recoveries, which Recoveries shall be remitted by or on behalf of TERI to the
Trustee on the 15th day of each month, for Recoveries received during the
preceding month, and (b) TERI's right to receive all Earnings. The foregoing
shall not be deemed to include a grant of security interest in defaulted Loans.
In furtherance thereof, TERI hereby grants to the Owner (and its assigns) a
first priority security interest in all of TERI's right, title and interest in
and to the following, to the extent they relate to Loans purchased by the Owner:

         (a) All personal property comprising and/or contained in the Pledged
Account, as provided in this Agreement, both tangible and intangible, whether
now owned or hereafter acquired by TERI and wheresoever located, including
without limitation:

                  (i) All contract rights, claims, instruments, notes and
accounts, whether now existing or hereafter arising, including, without
limitation, all of the same evidencing or representing indebtedness due or to
become due to TERI (all hereinafter called the "Accounts");

                  (ii) All funds and investments thereof, whether in the form of
certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S.
Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal
agency notes or other investments, securities (whether certificated or
uncertificated and specifically including any securities which are purchased
through and for which records are maintained on a book entry system through any
financial intermediary (as defined in ss. 8-313 of the Uniform Commercial
Code)), payment intangibles and general intangibles, whether now existing or
hereafter arising and wheresoever located, or otherwise (all hereinafter called
the "Intangibles");

                  (iii) All right, title and interest of TERI in or to all
instruments and documents covering or relating to the above described property,
including but not limited to, all books, records, computer printouts, tapes,
disks, ledger sheets, files and other data (all such instruments and documents
being called the "Related Documents");

                  (iv) All interest, dividends and/or other earnings of any kind
which are paid with respect to or derived from the Pledged Account, and all
proceeds of any of the foregoing, and the present and continuing right to make
claim for, collect, receive and receipt for, any and all such interest,
dividends and/or other earnings; and

                  (v) All the proceeds of all of the foregoing;


                                       8
<PAGE>



         (b) All contract and other rights of TERI to receive payment of
Guaranty Fees, other than the TERI Guarantee Fee Entitlement, from the Owner
under each of the Guaranty Agreements; TERI's rights to receive subsequent
Guarantee Fees from the Owner pursuant to such section, and any separate
undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;

         (c) All Recoveries and all rights of TERI to receive or collect
Recoveries; and

         (d) All proceeds of the foregoing.

         All of the foregoing property in which the Owner has been granted a
security interest is herein collectively referred to as "Collateral." It is
expressly understood and agreed that this security interest and assignment shall
automatically attach to any and all future deposits to, earnings from, and
proceeds of the Pledged Account immediately upon deposit or accrual, and all
Guaranty Fees and Recoveries immediately upon the receipt thereof, without the
making or doing of any further act or thing whatsoever. TERI shall promptly take
all further action, and execute and deliver to the Owner such other documents,
as may be requested from time to time by the Owner to create, evidence, maintain
and effect the Owner's security interest in the Pledged Account and the other
rights pledged hereunder.

         6. Secured Obligations. The security interest of the Owner under this
Agreement secures (a) the payment and performance of all indebtedness,
obligations and liabilities of TERI arising at any time, now or in the future,
to the Owner (or its assignees), pursuant to each of the Guaranty Agreements;
(b) performance by TERI of the agreements set forth in this Agreement; (c) all
payments made or expenses incurred by the Owner (or its assignees), including,
without limitation, reasonable attorney's fees and legal expenses, in the
exercise, preservation or enforcement of any of the rights, powers or remedies
of the Owner (or its assignees), or in the enforcement of the obligations of
TERI, under this Agreement or each of the Guaranty Agreements (whether or not
paid or incurred in the context of a state or federal bankruptcy, insolvency, or
reorganization proceeding); and (d) any renewals, continuations or extensions of
any of the foregoing (all of which are collectively referred to as the "Secured
Obligations").

         7. Restrictions on the Pledged Account. TERI shall not (except as
provided in Sections 3(d)(ii) and (4)) be paid by the Owner, at the direction of
the Administrator, any funds from or further assign, pledge, or hypothecate the
Pledged Account or any portion of the Pledged Account to any individual, person,
entity or other third party without the express prior written consent of the
Administrator. Payments to TERI will be by wire transfer unless TERI requests,
in writing, another reasonable form of payment.

         8. Default. TERI shall be in default of this Agreement if TERI fails to
remit to the Owner from the Pledged Account or otherwise, in accordance with the
terms and provisions of the Guaranty Agreements, the principal balance
(including capitalized fees and interest) and accrued interest and late fees on
any Loan as to which a Guaranty Event (as defined in each of the Guaranty
Agreements) has occurred and as to which the conditions set forth in each of the
Guaranty Agreements to payment of a Guaranty Claim have been satisfied, and if
such failure continues for a period of thirty (30) days. Either TERI or the

                                       9
<PAGE>

Owner shall be in default of this Agreement if (a) any representation, warranty,
or statement made by such party in or pursuant to this Agreement or each of the
Guaranty Agreements is found to be false or erroneous in any material respect,
or (b) such party shall fail or omit to perform or observe any material covenant
or agreement made by it in this Agreement or each of the Guaranty Agreements,
and if such circumstance, failure or omission (if susceptible of cure) remains
uncured for thirty (30) days. Upon the occurrence of an event of default by
TERI, and while such default is continuing, the Owner shall cease disbursing any
funds at the request of TERI except to pay Guaranty Claims.

         9. Remedies Upon Default. The Owner shall have all of the rights and
remedies of a secured party under the Massachusetts Uniform Commercial Code (as
the same may be amended from time to time), as well as all rights and remedies
provided by any other applicable law, at law, or in equity. Without limiting the
generality of the foregoing, the Administrator shall also have the right, during
the term of this Agreement, to do any or all of the following upon a default and
until any such default is cured:

         (a) Acceleration. Without any notice or demand, the Administrator may
declare any or all Secured Obligations then in default to be immediately due and
payable.

         (b) Possession. Without notice, demand, or hearing, any right to which
is hereby waived by TERI, the Administrator shall have full power and authority
to hold, sequester, set-off or withdraw any and all funds from the Pledged
Account and to (i) direct such funds for application to any Loan as to which a
Guarantee Event has occurred and TERI has failed to remit the principal balance
(including capitalized fees and interest) and accrued interest and late fees
thereon in accordance with the terms and conditions of each of the Guaranty
Agreements or (ii) hold the funds in the Pledged Account without making any
disbursements of any kind to TERI as otherwise provided in this Agreement, and
to apply the funds to any Loan if and when a Guarantee Event occurs and TERI
fails to promptly remit to the Owner the unpaid principal balance (including
capitalized fees and interest) and accrued interest and late fees thereon in
accordance with the conditions of each of the Guaranty Agreements.

         (c) Collection of Accounts.

                  (i) TERI hereby constitutes and appoints the Administrator
(and upon assignment hereof, the Trustee) its true and lawful attorney (which
appointment is coupled with an interest), with full power of substitution,
either in the Administrator's own name or in the name of TERI, to ask for,
demand, sue for, collect, receive, receipt and give acquittance for, any and all
moneys due or to become due to TERI that are part of the Collateral; to endorse
checks, drafts, orders and other instruments for the payment of money payable to
TERI on account thereof, to settle, compromise, prosecute, or defend any action,
claim, or proceeding with respect thereto; and to sell, assign, pledge, transfer
and make any agreement respecting, or otherwise deal with, the same.

                  (ii) TERI agrees that all Recoveries shall be held by the
Owner to whatever extent may be necessary to facilitate full and complete
payment of all amounts owed under each of the Guaranty Agreements. All such
Recoveries received by TERI shall



                                       10
<PAGE>

be remitted to the Trustee (properly endorsed for collection where required),
not later than the next Business Day, and accompanied by Exhibit 2 and deposited
in the Pledged Account, for the payment of all of the Secured Obligations then
in default. TERI agrees not to commingle any such collections or proceeds with
any of its other funds or property and agrees to hold the same upon an express
trust for the Owner until deposited in the Pledged Account, as aforesaid.

                  (iii) The Administrator agrees to provide notice to TERI of
the Administrator's or Owner's exercise of any of its rights under this Section
9(c).

         (d) Transfer of Intangibles. The Administrator shall have the right to
take possession of any agreement or other document evidencing any of the
Intangibles, and may apply for or seek, on behalf of and as attorney-in-fact for
TERI, any necessary consent to the assignment, transfer, conveyance, sale,
renewal, reissuance or other disposition of the same, and TERI shall cooperate
fully with the Administrator in doing so and shall take all actions reasonably
requested by the Administrator in furtherance thereof. TERI hereby constitutes
and appoints the Administrator its true and lawful attorney (which appointment
is coupled with an interest) with full power of substitution, either in the
Administrator's own name or in the name of TERI, to assign, transfer and convey,
subject to all requirements of law, any and all of TERI's rights in and to any
of the Intangibles.

         (e) Disposition. The Administrator may assign, transfer, convey, any or
all of the Collateral, by public or private sale subject to TERI's rights to
retain a copy of each Related Document now or in the future in TERI's
possession. The Administrator shall provide TERI with reasonable written notice
of the time and place of any such sale.

         (f) Proceeds. All proceeds from the sale or other disposition of
Collateral by the Administrator under this Section 9 of this Agreement, and all
other moneys received by the Administrator pursuant to the terms of this
Agreement shall be applied as follows:

                  (i) First, to the payment of all expenses incurred by the
Administrator in connection with this Agreement or the exercise of any right or
remedy hereunder, or any sale or disposition, including, but not limited to the
expenses of taking, advertising, processing, preparing and storing the
Collateral to be sold, all court costs and the Administrator's reasonable legal
fees in connection therewith;

                  (ii) Second, to the payment of valid Guaranty Claims in
accordance with the terms thereof in the order in which a complete claim
(including all required documentation) is received, treating all claims received
the same day as received at the same time (if there are not sufficient funds in
the Pledged Account to pay all claims payable therefrom received on a given day,
all such claims shall be paid in part, pro rata, from the Pledged Account as
directed by the Administrator); and

                  (iii) Third, any remainder to be held pursuant to the terms of
this Agreement as continuing security for TERI's payment of the remaining
Secured Obligations.

                                       11
<PAGE>

         The Administrator shall apply any such proceeds, monies, or balances in
accordance with this Agreement promptly upon its receipt of the same. In respect
of any application pursuant to clause (ii) above, such proceeds, monies, or
balances shall be applied by the Administrator to discharge in whole or in part
any unpaid Secured Obligation, notwithstanding any manifestation of an intent to
the contrary expressed in writing or otherwise by TERI at any time. Upon any
sale of Collateral by the Administrator (whether pursuant to a power of sale
granted by a statute or under a judicial proceeding), the receipt of the
Administrator or of the officer making the sale shall be a sufficient discharge
to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Administrator or such officer, or be answerable
in any way for the misapplication thereof. Notwithstanding the sale or other
disposition of any Collateral by the Administrator hereunder, TERI shall remain
liable for any deficiency. Any Loan with respect to which the Owner receives
payment in full hereunder will forthwith be transferred to TERI on the terms and
conditions set forth in the Guaranty Agreements.

         10. Remedies Cumulative. All rights, remedies, or powers conferred upon
the Owner herein or by law shall be cumulative and concurrent at the option of
the Administrator, and the Administrator may, to whatever extent is reasonably
necessary to cure any default, foreclose or exercise the power of sale or any
other remedy available to it successively upon any default or upon successive
defaults hereunder without the necessity of declaring all sums secured hereby to
be due and payable. Upon any such occasion, the Administrator shall be
authorized to sell or dispose of all or any such part of the Collateral as
provided in this Agreement or pursuant to the Indenture and as permitted by law.
The remaining Collateral shall continue as security for any other sums remaining
due after such sale, lease, or disposition or thereafter to become due or
payable on any of the Secured Obligations.

         11. Pledge by the Owner; Role of the Administrator.

         (a) TERI acknowledges that the Owner has pledged all of its right,
title and interest under this Agreement and its interest in the Pledged Account
as collateral security to the Trustee pursuant to the Indenture. Pursuant to
such pledge, all rights of the Owner hereunder, subject to the limitations and
obligations of this Agreement, may be exercised by the Trustee, pursuant to the
terms of the Indenture. Subject to the terms and limitations of this Agreement,
the Administrator, on the Owner's behalf, in accordance with the Indenture,
shall request that the Trustee exercise the Owner's rights and obligations
hereunder, including, without limitation:

                  (i) The withdrawal of funds from the Pledged Account to pay
the Trustee, as assignee of the Loans, with respect to a Guaranty Claim pursuant
to Section 3(d)(i) hereof;

                  (ii) The withdrawal of funds pursuant to Section 3(d)(ii)
hereof;

                  (iii) The investment of funds in the Pledged Account in
Eligible Investments as directed by TERI from time to time; and


                                       12
<PAGE>


                  (iv) The exercise of the remedies of the Owner on default by
TERI under Section 9.

         (b) The Owner hereby directs TERI to pay all sums intended to be placed
in the Pledged Account, including, without limitation, all future Recoveries,
directly to the Trustee. The Pledged Account shall be maintained and funds held
therein shall be invested by the Trustee in Eligible Investments pursuant to and
in accordance with the Indenture. Funds held in the Pledged Account in the form
of bank deposits shall be deposited only with institutions that are federally
insured.

         (c) The Trustee and the holders of the notes authenticated and
delivered pursuant to the Indenture, are intended third-party beneficiaries of
this Agreement, with rights to enforce the Owner's interests in the same. Such
third-party beneficiaries are not parties hereto and incur no liabilities
hereunder.

         (d) The Administrator has been appointed to act for the Owner in
connection with the transactions contemplated by the Indenture. The
Administrator has the power and authority to take any action and give any notice
required or permitted by the Owner hereunder and TERI may deal with
Administrator as if it were dealing with the Owner. Any notice required to be
given to the Owner by TERI shall also be given to Administrator. The
Administrator will request instructions from the Indenture Trustee on behalf of
the Noteholders (pursuant to the Indenture) for any non-ministerial action that
the Administrator is required to take under this Agreement.

         12. Possession of Collateral. Throughout the term of this Agreement,
possession of the Collateral shall be maintained by the Trustee, or its agent or
nominee (if the Trustee so chooses from time to time), as necessary and
appropriate to perfect the Owner's, and, while the Indenture is in effect, the
Trustee's security interest therein as provided in, and subject to the terms of,
this Agreement. Upon termination of the Indenture and satisfaction in full of
all debt secured thereby and release of the Pledged Account to the Owner, the
Administrator may designate an alternative collateral agent to hold the Pledged
Account.

         13. Termination of Security Interests. This Agreement and the security
interests under this Agreement shall terminate when all amounts due and owing on
account of, and all obligations and liabilities of TERI in respect of, the
Secured Obligations shall have been fully performed, satisfied and paid as
provided in this Agreement and the Guaranty Agreements. At such time, the
Administrator shall promptly reassign and deliver to TERI, without recourse or
representation, against TERI's receipt, all Collateral then held by the Owner or
anyone claiming by, through or under the Owner. TERI shall execute and if
necessary deliver to the Administrator for execution, and the Administrator
shall promptly cause to be filed at the Owner's expense, termination statements
in respect of any financing statements filed under this Agreement. The
Administrator agrees to fulfill the Owner's obligations to file such termination
statements at its own cost and expense. The security interests hereunder shall
terminate as to all Collateral lawfully withdrawn by or paid to TERI hereunder,
upon the occurrence of such withdrawal or payment.



                                       13
<PAGE>

         14. Representations and Warranties.

         (a) Each party, with respect to itself, represents and warrants that:

                  (i) The making and performance of this Agreement and the
activities contemplated hereby have been duly authorized by all necessary action
and do not and will not:

                           (A) Violate any provision of law, or any regulation,
order, decree, writ or injunction, or any provision of such party's charter,
bylaws, or any other organizing document; or

                           (B) Violate or result in the breach of, or constitute
a default or require any consent under, any agreement or instrument by which it
or any of its property may be bound or affected.

                  (ii) This Agreement is the legal, valid and binding obligation
of such party, enforceable in accordance with the terms hereof.

                  (iii) There is no pending or threatened litigation that would,
if resolved adversely to such party, adversely impact such party's ability to
perform any of its obligations under this Agreement or each of the Guaranty
Agreements.

         (b) TERI represents and warrants that:

                  (i) Except for the security interests of the Owner created
under this Agreement, TERI is and will be the owner of the Collateral, whenever
acquired or arising, free and clear of all liens, security interests, claims,
encumbrances, charges, set-offs, defenses and counterclaims;

                  (ii) This Agreement creates a valid and continuing security
interest (as defined in the applicable Uniform Commercial Code ("UCC") in effect
in the Commonwealth of Massachusetts) in the Collateral in favor of the Owner,
which security interest is prior to all other liens, charges, security
interests, mortgages or other encumbrances, and is enforceable as such as
against creditors of and purchasers from TERI;

                  (iii) The Collateral constitutes a "deposit account" or
"investment property" within the meaning of the applicable UCC, except to the
extent that the Collateral constitutes Recoveries, in which case, the Collateral
is "payment intangibles" and cash.

                  (iv) TERI has caused or will have caused, within ten days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Collateral granted to the Owner hereunder.



                                       14
<PAGE>

                  (v) Other than the security interest granted to the Owner
pursuant to this Agreement, TERI has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the Collateral. TERI has not
authorized the filing of and is not aware of any financing statements against
TERI that include a description of collateral covering the Collateral other than
any financing statement relating to the security interest granted to the Owner
hereunder or that has been terminated. TERI is not aware of any judgment or tax
lien filings against TERI.

The foregoing representations and warranties in this Section 14(b) shall
continue in full force and effect until termination of this Agreement.

         (c) The foregoing representations and warranties are subject to (i) the
exercise of judicial discretion in accordance with the general principles of
equity; (ii) the valid exercise of the police powers of the several states of
the United States of America and of the constitutional powers of the United
States of America and (iii) bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditor's rights generally.

         15. Covenants of TERI. TERI agrees and covenants with the Owner as
follows:

         (a) Maintenance and Use of Collateral. TERI shall not permit the
Collateral to be used in violation of any of the Guaranty Agreements or this
Agreement.

         (b) Taxes. TERI shall, if so obligated, pay and discharge when due all
taxes, assessments, license or permit fees, levies and other charges upon the
Collateral, and TERI shall, if so obligated, also pay and discharge when due all
other taxes, levies, or assessments relating to its business which, if unpaid,
might give rise to any penalty, security interest, lien, charge, levy,
assessment, or encumbrance in, on or against the Collateral. The Collateral and
all income and/or proceeds of the Collateral shall be, and be treated by TERI as
being, the property of TERI, subject to the pledge and security interest created
hereunder, and TERI shall report the Collateral and all such proceeds as its
sole property until, unless and except to the extent any of the Collateral is
paid and transferred pursuant to each of the Guaranty Agreements and this
Agreement.

         (c) No Encumbrance. Except as otherwise expressly permitted in this
Agreement, TERI shall not sell, assign, transfer, pledge, hypothecate, or
otherwise dispose of or encumber any of the Collateral or any interest therein
until all of the Secured Obligations are fully satisfied. TERI shall protect and
defend the Collateral from and against any and all claims, demands, or legal
proceedings brought or asserted by any party other than the Trustee.

         (d) Maintenance of Security Interest. TERI agrees that it shall do all
things necessary to preserve and maintain the security interests of the Owner
under this Agreement and Indenture as a first priority lien in the Collateral
and shall not permit the creation of any other lien, charge, security interest,
or encumbrance in the Collateral. TERI agrees that it shall execute and if
necessary deliver to the Trustee for execution, and the Administrator agrees to
file or record (at its own cost and expense), such notices, financing
statements,



                                       15
<PAGE>

continuation statements, certificates of title and other documents, and TERI
shall deliver to the Trustee upon request therefor such securities, agreements,
writings, documents, certificates, instruments, or other intangibles, as the
Trustee reasonably deems necessary from time to time to perfect and maintain the
perfection of the security interests of the Trustee under this Agreement. The
Trustee or the Administrator shall have the right to file this Agreement and any
financing statement reflecting the content of this Agreement for record in any
governmental office.

         (e) Records, Statements and Related Documents. TERI agrees:

                  (i) When reasonably requested to do so by the Administrator,
to prepare and deliver to the Administrator a schedule in form satisfactory to
the Administrator, certified by an authorized officer of TERI, listing all
Collateral and the location thereof; and

                  (ii) To keep accurate and complete records at all times in
respect of the Collateral and to deliver to the Administrator copies of such
records and such other information regarding the Collateral which the
Administrator may reasonably request.

         (f) Location. The principal office of TERI is located at 31 St. James
Avenue, Boston, Massachusetts 02116, and all books of account and records
relating to the collateral and TERI's business are located at TERI's principal
office. TERI shall not, without giving the Administrator at least ten (10) days
prior written notice, change the location of any of the Collateral or the
location at which it does business, including, without limitation, the location
at which any books of account or records relating to the Collateral and TERI's
business are kept.

         (g) Notice. TERI shall promptly notify the Owner of any change in
TERI's name or its jurisdiction of organization or any physical loss,
destruction, or damage to any material portion of the Collateral. TERI shall
also promptly notify the Owner of any default hereunder. In the event of a name
change or change in its jurisdiction of organization, TERI shall take such
actions, if any, as shall be necessary to maintain the security interests of the
Owner hereunder.

         (h) Further Information. TERI shall execute and deliver, or cause to be
executed and delivered, to the Trustee (and to any other financial institution
holding the Pledged Account), in a form satisfactory to the Trustee (or such
other institution), TERI's certification of its tax identification number and
such other documents as the Trustee shall reasonably request to perform its
obligations hereunder.

         (i) Non-Petition. TERI shall not at any time prior to one year and one
day after all outstanding obligations of the Trust are paid under the Indenture
institute against the Owner any bankruptcy proceeding under the Bankruptcy Code
or any state bankruptcy or similar law in connection with any obligations of the
Owner under this Agreement. The Administrator shall not at any time prior to one
year and one day after all outstanding obligations of the Trust are paid under
the Indenture institute against the Owner any



                                       16
<PAGE>

bankruptcy proceeding under the Bankruptcy Code or any state bankruptcy or
similar law in connection with any obligations of the Owner under this
Agreement.

         16. Waiver. No delays or omissions by any party hereto in exercising or
enforcing any of its respective rights, remedies, powers, privileges and
discretions ("Rights and Remedies") shall operate as or constitute a waiver of
any such Rights and Remedies. No waiver by a party of any default under this
Agreement or each of the Guaranty Agreements shall operate as a waiver of any
other default under this Agreement. No single or partial exercise by a party of
any of its Rights and Remedies shall preclude the other of further exercise of
such Rights and Remedies. No waiver or modification of a party's Rights and
Remedies on any one occasion shall be deemed a waiver on any subsequent
occasion, nor shall it be deemed a continuing waiver. All Rights and Remedies
shall be cumulative and not alternative or exclusive, and a party may exercise
any such Rights and Remedies at such time or times and in such order of
preference as that party in its sole discretion may determine.

         17. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
together be deemed a single agreement.

         18. Confidentiality. The parties acknowledge that this Agreement
contains confidential information and agree not to disclose any of the terms and
conditions relating to this Agreement and the Pledged Account without the prior
express written consent of the others. The provisions of the foregoing sentence
to the contrary notwithstanding, any such information may be disclosed (a) to
any employees, officers, directors or representatives of the parties to effect
the purpose of the Student Loan Program; (b) by TERI and the Administrator to
the affiliates and agents of either of them, and other third parties, to
effectuate this Agreement, provided that such parties are under a corresponding
written obligation to maintain the confidentiality of the Owner's information;
and (c) to the attorneys and accountants of the parties on a confidential basis.
This provision shall, further, not be construed to prohibit the disclosure of
any information relating to this Agreement (i) that is now or in the future
becomes public information, (ii) as may be required by applicable law or this
Agreement, each of the Guaranty Agreements or the Indenture, (iii) to the
underwriters and rating agencies, their employees, trustees and attorneys and to
such others as the Administrator may determine necessary (including regulators
and potential investors in a private or public offering) in connection with the
sale, securitization or other financing of any of the Loans, (iv) in any private
placement memorandum in connection with the sale, securitization or other
financing of any of the Loans, and (v) as necessary to perfect or enforce the
security interest in the Collateral granted hereunder. Nothing in this Agreement
shall limit or restrict TERI, the Administrator, or any affiliate of the
Administrator (A) in their exchange and use of information as among them, to the
extent such exchange or use is governed by other agreements; or (B) from using,
manipulating, sharing and disclosing Loan information that has been
de-identified so that the identity of the borrower, the lender, or the holder of
a Loan (including but not limited to the Owner and Trustee) cannot be
determined.

         19. Choice of Law. This Agreement shall be governed and construed in
accordance with Massachusetts law, without regard to principles of conflict of
laws.



                                       17
<PAGE>


         20. Severability. If at any time one or more provisions of this
Agreement is or becomes invalid, illegal or unenforceable in whole or in part,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

         21. Assignment. This Agreement may not be assigned by any party without
the others' prior express written consent. Pursuant to Section 11, this
Agreement and the Owner's rights hereunder may be assigned by the Owner as
collateral security to the Trustee, and the Trustee and certain other persons
are intended beneficiaries of this Agreement.

         22. Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction or to be
taken into consideration in interpreting this Agreement.

         23. Amendment. This Agreement may be amended or modified only by the
written agreement of TERI, the Owner, the Administrator and while the Indenture
remains in effect, the prior written consent of the Trustee.

         24. Notices. All notices under this Agreement shall be sent by any
means requiring receipt signature, or if by facsimile confirmed by first-class
mail, postage or other delivery charge prepaid to

TERI:

The Education Resources Institute, Inc.
31 St. James Avenue
Boston, MA 02116
Attention:  President

The Trustee:

U.S. Bank National Association
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02110
Attention:  Vaneta Bernard

The Administrator or the Owner:

First Marblehead Data Services, Inc.
230 Park Avenue, 10th Floor
New York, NY 10169
Attention:  Mr. Rob Baron



                                       18
<PAGE>



with a copy to:

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

         Any party may, by notice to the other parties in accordance with this
section, designate a different address for notices thereafter under this
Agreement.

         25. Non-Business Days. Any action required or permitted to be taken or
done hereunder on a day which is not a business day in Boston, Massachusetts may
be taken or done on the next business day with the same effect as if taken or
done on such non-business day.

         26. Role of the Owner Trustee. It is expressly understood and agreed by
the parties hereto that (a) this Agreement is executed and delivered by Wachovia
Trust Company, National Association ("Wachovia"), not individually or personally
but solely as trustee of the Owner in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Owner is made and intended not as
personal representations, undertakings and agreements by Wachovia but is made
and intended for the purpose for binding only the Owner, (c) nothing herein
contained shall be construed as creating any liability on Wachovia, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any Person claiming by, through or under the parties hereto and (d) under
no circumstances shall Wachovia be personally liable for the payment of any
indebtedness or expenses of the Owner or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Owner under this Agreement or any other document.



                            [Signature Pages Follow]


                                       19
<PAGE>





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


                             THE EDUCATION RESOURCES INSTITUTE, INC.


                             By:    /s/ Lawrence W. O'Toole
                                ------------------------------------
                                 Name:  Lawrence W. O'Toole
                                 Title: President

                             FIRST MARBLEHEAD DATA SERVICES, INC.


                             By:   /s/ Rosalyn Bonaventure
                                ------------------------------------
                                 Name:  Rosalyn Bonaventure
                                 Title: Vice President and Treasurer


                             THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-2

                             By: WACHOVIA TRUST COMPANY, NATIONAL
                             ASSOCIATION, acting solely as Owner Trustee
                             and not in its individual capacity


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



                                                  DEPOSIT AND SECURITY AGREEMENT

                                       20
<PAGE>




                   SCHEDULES TO DEPOSIT AND SECURITY AGREEMENT

Schedule A - Student Loan Programs

Schedule B - Loan Originators, Guaranty Agreements, Student Loan Purchase
             Agreements and Account Security Agreements


                   EXHIBITS TO DEPOSIT AND SECURITY AGREEMENT

Exhibit 1 - Payment of Guaranty Claims Direction Letter

Exhibit 2 - Remittance of Guaranty Fees and/or Recoveries Letter

Exhibit 3 - Request for Reimbursement of Income Tax or Other Tax Amounts




                                       21
<PAGE>




                                   SCHEDULE A

                              STUDENT LOAN PROGRAMS
Bank of America, N.A.

o        BAGEL Loan Program
o        CEDU Loan Program
o        Direct to Consumer (DTC) Loan Program
o        ISLP Loan Program

Bank One, N.A.

o        CORPORATE ADVANTAGE Loan Program
o        EDUCATION ONE Loan Program
o        M&T REFERRAL Loan Program

Charter One Bank, N.A.

o        AAA Southern New England Bank
o        AES EducationGAIN Loan Program
o        Academic Management Services (AMS) TuitionPay Diploma Loan Program
o        Brazos Alternative Loan Program
o        CFS Direct to Consumer Loan Program
o        Citibank Flexible Education Loan Program
o        College Loan Corporation Loan Program
o        Comerica Alternative Loan Program
o        Custom Educredit Loan Program
o        Education Assistance Services (EAS) Alternative Loan Program
o        ESF Alternative Loan Program
o        Extra Credit II Loan Program (North Texas Higher Education)
o        M&I Alternative Loan Program
o        National Education Loan Program
o        Navy Federal Alternative Loan Program
o        NextStudent Alternative Loan Program
o        PNC Bank Resource Loan Program
o        SAF Alternative Loan Program
o        Southwest Loan Program
o        Start Education Loan Program
o        WAMU Alternative Student Loan Program

Chase Manhattan Bank USA, N.A.

o        Chase Extra Loan Program

Citizens Bank of Rhode Island

                                       22
<PAGE>

o        DTC Loan Program
o        Navy Federal Referral Loan Program
o        Xanthus Loan Program
o        Pennsylvania State University Undergraduate and Continuing Education
         Loan Programs


GMAC Bank

o        GMAC Alternative Loan Program

The Huntington National Bank

o        Huntington Bank Education Loan Program

Manufacturers and Traders Trust Company

o        M&T Alternative Loan Program

PNC Bank

o        PNC Bank Alternative Loan Program

SunTrust Bank

o        SunTrust Alternative Loan Program


                                       23
<PAGE>





                                   SCHEDULE B
     LOAN ORIGINATORS, GUARANTY AGREEMENTS, STUDENT LOAN PURCHASE AGREEMENTS
                        AND ACCOUNT SECURITY AGREEMENTS


I.       Loan Originators.

o        Bank of America, N.A.

o        Bank One, N.A.

o        Charter One Bank, N.A.

o        Chase Manhattan Bank USA, N.A.

o        Citizens Bank of Rhode Island

o        GMAC Bank

o        The Huntington National Bank

o        Manufacturers and Traders Trust Company

o        PNC Bank

o        SunTrust Bank



                                       24
<PAGE>




II. Guaranty Agreements. Each of the following Guaranty Agreements, as amended
or supplemented, was entered into by and between TERI and:

Each of the following Guaranty Agreements, as amended or supplemented, was
entered into by and between The Education Resources Institute, Inc. and: o Bank
of America, N.A., dated April 30, 2001, for loans that were originated under
Bank of America's BAGEL
         Loan Program, CEDU Loan Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 13, 2002, for loans that were originated
         under Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE
         Loan Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.
o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.


                                       25
<PAGE>

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



                                       26
<PAGE>



III. Student Loan Purchase Agreements. Each of the Student Loan Purchase
Agreements, as amended or supplemented, was entered into by and among The First
Marblehead Corporation, the Owner and:

o        Bank of America, N.A., dated April 30, 2001, for loans that were
         originated under Bank of America's BAGEL Loan Program, CEDU Loan
         Program and ISLP Loan Program.
o        Bank of America, N.A., dated June 30, 2003, for loans that were
         originated under Bank of America's Direct to Consumer Loan Program.
o        Bank One, N.A., dated May 1, 2002, for loans that were originated under
         Bank One's CORPORATE ADVANTAGE Loan Program and EDUCATION ONE Loan
         Program.
o        Bank One, N.A., dated July 26, 2002, for loans that were originated
         under Bank One's M&T REFERRAL Loan Program
o        Charter One Bank, N.A., dated as of December 29, 2003 for loans that
         were originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's (AMS) TuitionPay Diploma Loan Program.
o        Charter One Bank, N.A., dated July 15, 2003, for loans that were
         originated under Charter One's Brazos Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's CFS Direct to Consumer Loan Program.
o        Charter One Bank, N.A., dated June 30, 2003, for loans that were
         originated under Charter One's Citibank Flexible Education Loan
         Program.
o        Charter One Bank, N.A., dated July 1, 2002, for loans that were
         originated under Charter One's College Loan Corporation Loan Program.
o        Charter One Bank, N.A., dated December 4, 2002, for loans that were
         originated under Charter One's Comerica Alternative Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's Education Assistance Services Loan
         Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's ESF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 15, 2003, for loans that were
         originated under Charter One's Extra Credit II Loan Program (North
         Texas Higher Education).
o        Charter One Bank, N.A., dated September 20, 2003, for loans that were
         originated under Charter One's M&I Alternative Loan Program.
o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's Navy Federal Alternative Loan Program.
o        Charter One Bank, N.A., dated May 15, 2002, for loans that were
         originated under Charter One's NextStudent Alternative Loan Program.
o        Charter One Bank, N.A., dated March 17, 2003, for loans that were
         originated under Charter One's PNC Bank Resource Loan Program.
o        Charter One Bank, N.A., dated May 1, 2003, for loans that were
         originated under Charter One's SAF Alternative Loan Program.
o        Charter One Bank, N.A., dated September 20, 2002, for loans that were
         originated under Charter One's Southwest Loan Program.
o        Charter One Bank, N.A., dated March 25, 2004, for loans that were
         originated under Charter One's Start Education Loan Program.
o        Charter One Bank, N.A., dated May 15, 2003, for loans that were
         originated under Charter One's WAMU Alternative Student Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program.
o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        GMAC Bank, dated May 30, 2003, for loans that were originated under
         GMAC Bank's GMAC Alternative Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        PNC Bank, N.A., dated April 22, 2004, for loans that were originated
         under PNC Bank's Alternative Conforming Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.



                                       27
<PAGE>



V. Account Security Agreements. Each of the following Deposit and Security
Agreements, as amended or supplemented, was entered into by and among TERI, The
First Marblehead Corporation, the Trustee and:

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

                                       28
<PAGE>

o        Citizens Bank of Rhode Island, dated October 1, 2002, for loans that
         were originated under Citizens Bank of Rhode Island's Pennsylvania
         State University Undergraduate and Continuing Education Loan Program.
o        GMAC Bank, dated May 30, 2003, for loans that were originated under
         GMAC Bank's GMAC Alternative Loan Program.
o        The Huntington National Bank, dated May 20, 2003, for loans that were
         originated under The Huntington National Bank's Huntington Bank
         Education Loan Program.
o        SunTrust Bank, dated March 1, 2002, for loans that were originated
         under SunTrust Bank's SunTrust Alternative Loan Program.

Each of the following Control Agreements, as amended or supplemented, was
entered into by and among The First Marblehead Corporation, the Trustee and:

o        Charter One Bank, N.A., dated December 29, 2003, for loans that were
         originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.
o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated March 1, 2004, for loans that were
         originated under Charter One's Start Education Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        PNC Bank, dated April 22, 2004, for loans that were originated under
         PNC Bank's PNC Bank Alternative Loan Program.

Each of the following Security Agreements, as amended or supplemented, was
entered into by and between TERI and:

o        Charter One Bank, N.A., dated December 29, 2003, for loans that were
         originated under Charter One's AAA Southern New England Bank Loan
         Program.
o        Charter One Bank, N.A., dated October 31, 2003, for loans that were
         originated under Charter One's AES EducationGAIN Loan Program.
o        Charter One Bank, N.A., dated December 1, 2003, for loans that were
         originated under Charter One's Custom Educredit Loan Program.


                                       29
<PAGE>

o        Charter One Bank, N.A., dated November 17, 2003, for loans that were
         originated under Charter One's National Education Loan Program.
o        Charter One Bank, N.A., dated March 1, 2004, for loans that were
         originated under Charter One's Start Education Loan Program.
o        Chase Manhattan Bank USA, N.A., dated September 30, 2003, for loans
         that were originated under Chase's Chase Extra Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's DTC Alternative
         Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Navy Federal
         Referral Loan Program.
o        Citizens Bank of Rhode Island, dated April 30, 2004, for loans that
         were originated under Citizens Bank of Rhode Island's Xanthus Loan
         Program
o        Manufacturers and Traders Trust Company, dated April 29, 2004, for
         loans that were originated under Manufacturers and Traders Trust
         Company's Alternative Loan Program.
o        PNC Bank, dated April 22, 2004, for loans that were originated under
         PNC Bank's PNC Bank Alternative Loan Program.




                                       30
<PAGE>




                                    EXHIBIT 1

                   PAYMENT OF GUARANTY CLAIMS DIRECTION LETTER

                                [TERI LETTERHEAD]
FIRST MARBLEHEAD DATA SERVICES, INC.
230 PARK AVENUE, 10TH FLOOR
NEW YORK, NY 10169

WITH A COPY TO:

U.S. BANK NATIONAL ASSOCIATION
CORPORATE TRUST SERVICES-SFS
ONE FEDERAL STREET, 3RD FLOOR
BOSTON, MA 02110

Re:  TERI/NCT Pledged Account  #

Ladies and Gentlemen:

         Reference is made to (i) the Deposit and Security Agreement (the
"Agreement"), dated as of October 28, 2004, by and among THE EDUCATION RESOURCES
INSTITUTE, INC. ("TERI"), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2004-2. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Agreement.


         In accordance with the Agreement, please remit $__________ in Guarantee
Claims to

U.S. Bank National Association
ABA # [_______________]
Corporate Trust Department
DDA A/C# [____________]
Attention: [__________________________]Collateral Proceeds Acct.
SEI#: [________________]


         In addition, please fax this direction letter along with the attached
breakdown, which lists the Loan(s), associated with the above-referenced claim
funds to:

        [OWNER] Attention:   [Name];  and      [SERVICER] Attention:  [Name]:
        Fax Number: ____________               Fax Number:
                                                           -----------------

Please contact me at [TERI CONTACT TELEPHONE NUMBER] should you have any
questions regarding this request.
                                                     Authorized Signature
                                                     TERI

Enc


                                       31
<PAGE>




                                    EXHIBIT 2

                                RECOVERIES LETTER

                                [TERI LETTERHEAD]


FIRST MARBLEHEAD DATA SERVICES, INC.
230 PARK AVENUE, 10TH FLOOR
NEW YORK, NY 10169

WITH A COPY TO:

U.S. BANK NATIONAL ASSOCIATION
CORPORATE TRUST SERVICES-SFS
ONE FEDERAL STREET, 3RD FLOOR
BOSTON, MA 02110

Re:  TERI/NCT Pledged Account #

Ladies and Gentlemen:


         Reference is made to the Deposit and Security Agreement (the
"Agreement"), dated as of October 28, 2004, by and among THE EDUCATION RESOURCES
INSTITUTE, INC., ("TERI"), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2004-2. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Agreement.


         In accordance with the Agreement, the following amounts will be wired
to the Pledged Account:


1.  $____________________ Total Guaranty Fees*


                  *ATTACHED IS A LIST OF EACH LOAN NAME, LOAN NUMBER AND AMOUNT
                  ASSOCIATED WITH THIS GUARANTY FEE REMITTANCE.


2.  $____________________ Total Recovery**


                  ** ATTACHED IS A LIST OF EACH LOAN NAME, LOAN NUMBER AND
                  AMOUNT ASSOCIATED WITH THIS RECOVERY REMITTANCE.


     $_____________________ Total Amount wired to the Trustee



                                       32
<PAGE>

The above-referenced funds will be wired to the Trustee using the following wire
instruction:

                                 U.S. BANK NATIONAL ASSOCIATION BOSTON, MA 02110
                                 ABA # [_______________]
                                 A/C# [_______________]
                                 PLEDGED ACCOUNT
                                 SEI ###### - 000

Please contact me at [TERI CONTACT TELEPHONE NUMBER] should you have any
questions regarding this request.

Authorized Signature
[TERI]





                                       33
<PAGE>




                                    EXHIBIT 3

          REQUEST FOR REIMBURSEMENT OF INCOME TAX OR OTHER TAX AMOUNTS

                                [TERI LETTERHEAD]
U.S. BANK NATIONAL ASSOCIATION
CORPORATE TRUST SERVICES-SFS
ONE FEDERAL STREET, 3RD FLOOR
BOSTON, MA 02110

FIRST MARBLEHEAD DATA SERVICES, INC.
230 PARK AVENUE, 10TH FLOOR
NEW YORK, NY 10169

Re:  TERI/NCT Pledged Account  #

Ladies and Gentlemen:

         Reference is made to (i) the Deposit and Security Agreement (the
"Agreement"), dated as of October 28, 2004, by and among THE EDUCATION RESOURCES
INSTITUTE, INC., ("TERI"), FIRST MARBLEHEAD DATA SERVICES, INC. and THE NATIONAL
COLLEGIATE STUDENT LOAN TRUST 2004-2. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Agreement.

         In accordance with Section 3(d)(ii) of the Agreement, this is to inform
you that TERI has been assessed and has paid the sum of
$______________________________ in income or excise taxes with respect to income
earned on the Pledged Account. We hereby request reimbursement of such amount to
be sent as follows:

PLEASE USE THE FOLLOWING WIRE INSTRUCTIONS:


[Bank Name]

[Bank Location]

ABA #

A/C#

ATTENTION:   TERI

Comments:
         In accordance with the Agreement, we are forwarding a copy of this
request to the Owner and the Trustee. We have also enclosed documentation to
support this request.

         Please contact me at [TERI CONTACT TELEPHONE NUMBER] should you have
any questions regarding this request.

                                                     Authorized Signature
                                                     TERI
Enc

                                       34

</TEXT>
</DOCUMENT>
