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Consolidation Loan Origination Responsibility Agreement

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Sectors: Financial Services
Effective Date: December 03, 2002
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This Consolidation Loan Origination Responsibility Agreement dated as of December 3, 2002 ("Agreement") is by and between COLLEGIATE FUNDING SERVICES, L.L.C. ("CFS"), and The Brazos Higher Education Service Corporation, Inc., with its principal office located at 2600 Washington, Waco, TX, P.O. Box 1308, Waco, TX 76710, acting on behalf of one or more affiliates in conjunction with an eligible lender trustee ("Lender").

CFS and the Lender hereby agree as follows:

1. Purpose:

The purpose of this Agreement is to establish terms under which the
parties agree to operate with respect to the marketing, servicing and
funding of the Real World Consolidation Loan Program (the "RWCL Program")
and supercedes the Real World Consolidation Loan Program Origination
Responsibility Agreement between Collegiate Funding Services, L.L.C. and
The Brazos Higher Education Services Corporation, Inc. dated as of
February 1, 2001.

The following provisions establish the terms, conditions and
responsibilities of CFS and the Lender with respect to the Lender's
funding of Consolidation Loans guaranteed under the requirements of the
Higher Education Act of 1965, as amended.

2. Eligible Loans:

Borrower accounts processed under the RWCL Program must consist of: at
least one federal loan qualifying for Federal Consolidation as defined
under Section 428 C of the Higher Education Act.

3. Definitions:

Unless the context clearly indicates otherwise, the terms set forth below
shall have the following meanings:

A. "ACT" means Title IV, Parts B, F and G of the Higher Education Act
of 1965 (20 USC Sec. 1071 et. seq.), as amended and in effect from
time to time, or any successor enactment thereto, the effective
administrative regulations promulgated thereunder, and any binding
directives issued by the Secretary of Education pursuant thereto.

B. "APPLICATION" means an application for a Consolidation Loan.

C. "BORROWER" means an individual who is the maker of a Note.

D. "BORROWER FILE" means, with respect to any Loan, all documentation
that is required by the Guarantor of such Loan for the payment of a
Default claim. Without limiting the generality of the foregoing,
such documentation shall at a minimum include:

(1) the Borrower's Application for such Loan;

a. the original Note (or certified copy thereof); and

b. an original or imaged copy of a Loan Consolidation
Verification Certificate ("LCVC").

E. "BUSINESS DAY" means any day, other than a Saturday, a Sunday or a
day on which banks located in the Commonwealth of Virginia are
required or authorized by law to remain closed. Any other references
to "days" shall mean calendar days.

F. "CONSOLIDATION LOAN" means a Loan made pursuant to Section 428 C of
the Act.

G. "DEFAULT" means, with respect to any Note, the occurrence of any
event which shall constitute a default or other grounds for filing a
Guarantee claim under the terms of the Act.

H. "DEFERMENT" means the period defined by the Act and applicable
Regulations during which a Borrower (in Repayment) may postpone
making payments.

I. "FORBEARANCE" means the period permitted by the Act and the policies
of the Guarantor during which a Borrower (in Repayment) is permitted
to temporarily forego payments or make reduced payments.

J. "GUARANTEE" or "GUARANTEED" means a written commitment by a
Guarantor to pay the Lender the unpaid principal balance plus
accrued unpaid interest of a Loan or any portion thereof upon
submission of a valid default, death, disability, or bankruptcy
claim or claim with respect to any other event or circumstance for
which a claim would be paid under the Act, in accordance with the
Act and applicable Regulations.

K. "GUARANTOR" means any state or private nonprofit organization that
has entered into agreements with the Secretary to Guarantee Loans
under the Act.

L. "LOAN" means a loan of money (which may be disbursed in one or more
installments) to or on behalf of a Borrower, contingent upon an
agreement to repay, evidenced by a Note, which Loan was originated
in accordance with this Agreement and is a Consolidation Loan under
the FFELP programs.

M. "NOTE" or "PROMISSORY NOTE" means a promissory note executed by a
Borrower for a Loan set forth on the appropriate form furnished or
approved by a Guarantor, which Note meets the criteria set forth by
the Act and applicable Regulations.

N. "ORIGINATION SERVICES" means all processes and duties contemplated
to be performed by the Servicer under this Agreement.

O. "REGULATIONS" means any regulations rules, policies or procedures
promulgated by a Guarantor or the Secretary.

P. "SECRETARY" means the Secretary of Education, United States
Department of Education, or any predecessor or successor to the
functions thereof under the Act.

Q. "SERVICER" means any loan servicer identified by Lender as the
designated loan servicer of any Loan or Loans originated under the
Agreement. If CFS creates, acquires, or designates a servicer
capable of servicing Consolidation Loans, which shall include the
ability to support securitization reporting, Lender shall enter into
a servicing agreement (or amend an existing contract with another
servicer if one already exists) with that servicer and that servicer
shall become the Servicer under this Agreement and shall remain the
Servicer for the life of the Loan unless otherwise directed by CFS.

R. "SPECIAL ALLOWANCES" means those amounts which are payable with
respect to a Loan by the Secretary under Section 438 of the Act or
any payment of a similar nature prescribed by law hereafter adopted.

S. "SUCCESSFULLY COMPLETED APPLICATION" means an application for a
Consolidation Loan from an eligible Borrower in which CFS submits
all of the required documentation to Lender to make the Loan,
regardless of whether it is actually funded or not.

4. Responsibilities of CFS:

CFS will act as Marketing Agent for Lender with respect to marketing
Consolidation Loans. As the marketing agent, CFS will source potential
applicants, receive Applications from Borrowers, review the documentation
and perform data entry of certain information required to complete the
consolidation process. CFS will be responsible for insuring that each
Application submitted for a Consolidation Loan is eligible in all respects
to be consolidated. CFS and the Lender hereby agree that the Servicer and
the Lender may rely fully upon CFS's certification of eligibility with
respect to all actions required of any party other than Servicer or the
Lender prior to consolidation. Furthermore, CFS shall:

A. Perform data entry of information required of Servicer to secure
required approvals from the Guarantor of the Loan, and to transfer
such information to Servicer on or before 8:00 a.m. on the business
day CFS desires disbursement of the Loan. Each such transfer of data
will constitute certification by CFS that it

has complied with its obligations under this Agreement with respect
to each Loan for which such file is transmitted to Servicer.

B. Ensure that each Borrower File is complete and accurate, and that
the Application meets all requirements for eligibility for
consolidation under the Act, implementing published regulations, and
the requirements of the Guarantor of the Loan as specified by the

C. Ensure accuracy and completeness of any electronically transmitted
data, and send corresponding Borrower Files for each Loan funded by
the sixth Business Day after the date the Loan is funded.

D. Provide any missing documentation or information and promptly
correct any error identified by the Servicer or the Lender as being
required to have the loan Guaranteed.

E. Maintain all license and other governmental approvals and otherwise
comply with the Act, applicable laws and regulations necessary to
perform the activities hereunder.

F. Act as custodian and bailee for the Lender with respect to all
original documents for Loans until all such documents are
transferred to Servicer.

G. Subject to Section 8 of this Agreement, reimburse the Lender to the
extent of the principal balance, outstanding interest and fees paid,
any Loan deemed by a Guarantor to be uninsured after consolidation,
provided that the loss or absence of the Guarantee is a result of
CFS's breach of its obligations under this Agreement. CFS's
reimbursement obligation under this paragraph is unconditional and
not subject to offset or recoupment. All reimbursement payments
shall be made within two Business Days after Lender's delivery of
written demand to CFS and shall be in an amount equal to the
outstanding principal amount and all accrued but unpaid Borrower
interest on the Loans repurchased, unamortized fees paid, and any
Special Allowances to which the Lender would have been entitled to
receive with respect to such Loan but for CFS's action or failure to
act or lack of documentation.

H. From and after the effective date of this Agreement, CFS agrees to
indemnify and save the Lender harmless of, from and against any and
all loss, cost, damage or expense, including reasonable attorney's
fees incurred by reason of any breach of CFS's warranties,
covenants, agreements or representations hereunder, any false or
misleading representations of CFS, any failure to disclose any
matter which makes the warranties and representations herein
misleading, any accuracy in any information furnished by CFS in
connection herewith, or any negligence or willful misconduct of CFS
in connection with its duties and responsibilities as set forth and
contemplated under this Agreement.

I. Lender agrees that CFS has the option to provide disbursement
services for Lender on all Consolidation Loans that are funded by
Lender under this Agreement.

5. Responsibilities of the Lender:

Lender will perform the duties and adhere to the responsibilities outlined
in this Agreement and shall be obligated to provide daily disbursement for
all loans offered by CFS under this Agreement.

6. Responsibilities of the Servicer:

Any Servicer retained by Lender to service Loans funded under this
Agreement from time-to-time shall:

A. Promptly upon receipt of the electronic or paper data for a Loan CFS
provides under Section 4.A., perform the actions necessary to
prepare such Loans for loading to the Servicer's system and
authorize disbursement by the Lender. The funding authorization
shall be in a form acceptable to the Lender and will be faxed by the
Servicer to the Lender (with the original to be forwarded later) at
least 30 minutes prior to the latest time the Lender may initiate
its electronic funding transaction, provided that:

(1) The data provided electronically by CFS contains no errors or
problems that cause undue or unexpected delays;

(2) CFS has given Servicer at least 15 days prior written notice
of additional Guarantors or one day's prior written notice to
Servicer via fax or other electronic transmission of other
payees to whom funds must be disbursed; and

(3) CFS has given at least two days notice of any significant
increase in either the number of Loans or the number of
disbursements to be processed or of any other special
circumstance that could cause delay.

B. The Servicer shall, promptly upon receipt of each file, undertake
its obligation with respect to such files and begin reviewing the
file for each Loan to confirm the following:

(1) the original LCVC or an imaged copy of the LCVC is present and
signed by a representative of the owner of the Loans being
consolidated, or by any agent representing the owner and
authorized to execute the LCVC on behalf of the owner.

(2) Application/Promissory Note is present and signed by the
Borrower. The Servicer shall have no obligation to verify the
actual signature of the Borrower.

C. Servicer shall, upon funding, convert the Loans to its servicing
system and commence repayment servicing.

D. Servicer shall immediately inform the Lender and CFS in writing of
any Loan determined to be uninsured as a result of actions or
failure to act by CFS or any other party.

E. Servicer's obligations under this Section 6 shall be in addition to
and not in lieu of its obligations under any servicing agreement and
custodian agreement between the Servicer and the Lender. This
Agreement shall in no way limit Servicer's obligations under any
servicing agreement or custody agreement.

F. Servicer will process any required LCVC and follow-up with current
holders to complete any additional loan(s) for the Borrower for
Borrower requests to add eligible loans to their Consolidation Loan.

G. Servicer must be capable of administering multiple Borrower benefit
plans including but not limited to those detailed in Section 12,
graduated and extended repayment plans, ACH benefits and forms,
spousal loan consolidations and any deferment, forbearance or
adjustments requested by the Borrower and permitted by the Act.
Servicer must be capable of administering all CFS Borrower benefit
plans described in this paragraph.

H. Servicer must have the capability to request a blanket guaranty
through electronic transmission with any Guarantor.

7. Insurance:

CFS shall obtain and maintain in force until all Loans that Lender funds
hereunder are repaid in full or paid as a claim by a Guarantor, and upon
the request of the Lender furnish proof of, errors and omissions and
liability insurance policies acceptable to the Lender providing coverage
per occurrence (with not more than $50,000 deductible), with respect to
claims by Lender, arising from CFS's failure to perform any of its
responsibilities under the Agreement, each in an amount of at least
$1,000,000. Such policy shall be maintained with an insurer rated not
lower than A- by A.M. Best Co., and shall provide that the policy cannot
be canceled or modified without at least 60 days written notice to Lender.
The policy shall not be amended or modified in any manner which limits,
restricts, or conditions the coverage provided, decreases the amount of
coverage or increases the deductible, or in any other way reduces the
coverage provided, without the prior written consent of Lender.

8. Reimbursement Procedure:

A. If the Lender believes that CFS is obligated to reimburse it for any
Loan pursuant to Section 4.G. hereof, the Lender shall:

(1) Notify CFS in writing of the reason for CFS's obligation to
reimburse along with documentation from the Guarantor
detailing the basis for such

notice and CFS shall have 90 days after receipt of such notice
to reimburse such Loan.

(2) In the case of notice from Servicer, notify the Lender, in
writing, of the reason for CFS's obligation to reimburse and
follow Lender's instructions with respect to the Loan, any
extension of the cure period or ot
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