Collegiate Funding of Delaware LLC Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between COLLEGIATE FUNDING OF DELAWARE, L.L.C. as Depositor and WILMINGTON TRUST COMPANY, as Delaware Trustee COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2005-B Dated as of July 1, 2005
Trust Agreement • July 26th, 2005 • Collegiate Funding of Delaware LLC • Asset-backed securities • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 1, 2005 (the "Agreement"), between Wilmington Trust Company, a Delaware trust company, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and any successor trustee appointed as provided in this Agreement and Collegiate Funding of Delaware, L.L.C., a Delaware limited liability company (the "Depositor") amends and restates in its entirety that certain Trust Agreement, dated as of June 23, 2005 (the "Original Trust Agreement"), between the Delaware Trustee and the Depositor.

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INDENTURE among CHASE EDUCATION LOAN TRUST 200[_]-[_], as the Issuer, not in its individual capacity but solely as the Eligible Lender Trustee and not in its individual capacity but solely as the Indenture Trustee Dated as of [_______], 200[_] CHASE...
Collegiate Funding of Delaware LLC • January 12th, 2007 • Asset-backed securities • New York

INDENTURE, dated as of [_______], 200[_], among Chase Education Loan Trust 200[_]-[_], a Delaware statutory trust (the “Issuer”), [_________], a [national banking association], not in its individual capacity but solely as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), and [_________] a [national banking association], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

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ADMINISTRATION AGREEMENT among COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2005-B, as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee THE BANK OF NEW YORK, as Indenture Trustee THE BANK OF NEW YORK, as Eligible Lender Trustee and COLLEGIATE...
Administration Agreement • July 26th, 2005 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT dated as of July 1, 2005 (as amended from time to time, the "Agreement"), is among COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2005-B, a Delaware statutory trust (the "Issuer"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the "Indenture Trustee"), and as Eligible Lender Trustee (in such capacity, the "Eligible Lender Trustee") and COLLEGIATE FUNDING PORTFOLIO ADMINISTRATION, L.L.C., a Virginia limited liability company, as Administrator (the "Administrator").

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MASTER SERVICING AGREEMENT
Master Servicing Agreement • July 26th, 2005 • Collegiate Funding of Delaware LLC • Asset-backed securities • Virginia

This MASTER SERVICING AGREEMENT (the "Master Servicing Agreement") is entered into as of July 1, 2005 by and between Collegiate Funding Master Servicing, L.L.C., having its principal office in Fredericksburg, Virginia (the "Servicer") and Collegiate Funding Services Education Loan Trust 2005-B, a Delaware statutory trust, having its principal office in Wilmington, Delaware (the "Issuer").

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COLLEGIATE FUNDING SERVICES EDUCATION LOAN TRUST 2005-B UNDERWRITING AGREEMENT July 13, 2005
Underwriting Agreement • July 26th, 2005 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

Citigroup Global Markets Inc. 390 Greenwich Street, 6th Floor New York, New York 10013 J.P. Morgan Securities Inc. 270 Park Avenue, 10th Floor New York, New York 10019 Banc of America Securities LLC 214 North Tryon Street, 15th Floor Charlotte, North Carolina 28255 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen:

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TRANSFER AGREEMENT among COLLEGIATE FUNDING OF DELAWARE, L.L.C., as the Transferor CHASE EDUCATION LOAN TRUST 200[_]-[_], as the Transferee, not in its individual capacity but solely as the Interim Eligible Lender Trustee and not in its individual...
Transfer Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

This Transfer Agreement (this “Transfer Agreement”) dated as of [_____], 200[_] among Collegiate Funding of Delaware, L.L.C. (in such capacity, the “Transferor”), Chase Education Loan Trust 200[_]-[_] (the “Transferee”), [_______], not in its individual capacity but solely as interim eligible lender trustee (the “Interim Eligible Lender Trustee”) for the benefit of and on behalf of the Transferor, and [_____], not in its individual capacity but solely as eligible lender trustee for the benefit of and on behalf of Chase Education Loan Trust 200[_]-[_] (the “Eligible Lender Trustee”), shall be effective upon execution by the parties hereto. References to the Transferor herein mean the Interim Eligible Lender Trustee and references to the Transferee mean the Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Loans.

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ADMINISTRATION AGREEMENT among COLLEGIATE FUNDING OF DELAWARE, L.L.C., as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Master Servicer CHASE EDUCATION LOAN TRUST 200[_]-[_], as Issuer as Owner Trustee as Eligible Lender Trustee JPMORGAN...
Administration Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT (this “Agreement”), dated as of [______], 200[_], among Collegiate Funding of Delaware, L.L.C. (the “Depositor”), JPMorgan Chase Bank, National Association, not in its individual capacity but solely in its capacity as master servicer (in such capacity, the “Master Servicer”), Chase Education Loan Trust 200[_]-[_] (the “Issuer”), [_________], not in its individual capacity but solely in its capacity as owner trustee (in such capacity, the “Owner Trustee”), [_________], not in its individual capacity but solely in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), JPMorgan Chase Bank, National Association, not in its individual capacity but solely in its capacity as administrator (the “Administrator”), and [___________], not in its individual capacity but solely in its capacity as indenture trustee (in such capacity, the “Indenture Trustee”).

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INTERIM ELIGIBLE LENDER TRUSTEE AGREEMENT between COLLEGIATE FUNDING OF DELAWARE, L.L.C., as the Depositor and
Lender Trustee Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

INTERIM ELIGIBLE LENDER TRUSTEE AGREEMENT (this “Agreement”), dated as of [_______], 200[_], between Collegiate Funding of Delaware, L.L.C., as depositor (the “Depositor”), and [__________], a [_______], not in its individual capacity, but solely as interim eligible lender trustee (the “Interim Eligible Lender Trustee”).

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PURCHASE AGREEMENT (JPMORGAN CHASE BANK, NATIONAL ASSOCIATION) among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as the Seller COLLEGIATE FUNDING OF DELAWARE, L.L.C., as the Purchaser, and not in its individual capacity but solely as the Interim...
Purchase Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

This Purchase Agreement (this “Purchase Agreement”) dated as of [_____], 200[_] among JPMorgan Chase Bank, National Association (the “Seller”), Collegiate Funding of Delaware, L.L.C. (the “Purchaser”) and [_________], not in its individual capacity but solely as interim eligible lender trustee (the “Interim Eligible Lender Trustee”) for the benefit of and on behalf of the Purchaser under the Interim Eligible Lender Trustee Agreement dated as of [_____], 200[_] between the Purchaser and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to the Purchaser herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Loans.

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ELIGIBLE LENDER TRUSTEE AGREEMENT between CHASE EDUCATION LOAN TRUST 200[_]-[_], as the Issuer and not in its individual capacity but solely as the Eligible Lender Trustee Dated as of [________], 200[_] CHASE EDUCATION LOAN TRUST 200[_]-[_]
Lender Trustee Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York

ELIGIBLE LENDER TRUSTEE AGREEMENT (this “Agreement”), dated as of [________], 200[_], between Chase Education Loan Trust 200[_]-[_], a Delaware statutory trust (the “Issuer”), and [___________], a [_________], not in its individual capacity, but solely as eligible lender trustee (the “Eligible Lender Trustee”).

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CHASE EDUCATION LOAN TRUST 200[_]-[_] STUDENT LOAN-BACKED CERTIFICATES, SERIES 200[_]-[_] UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York
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CHASE EDUCATION LOAN TRUST 200[_]-[_] STUDENT LOAN-BACKED NOTES, SERIES 200[_]-[_] UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • New York
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AMENDED AND RESTATED TRUST AGREEMENT between COLLEGIATE FUNDING OF DELAWARE, L.L.C., as Depositor and not in its individual capacity but solely as Owner Trustee CHASE EDUCATION LOAN TRUST 200[_]-[_] Dated as of [_______], 200[_]
Trust Agreement • January 12th, 2007 • Collegiate Funding of Delaware LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) dated as of [_____], 200[_], between COLLEGIATE FUNDING OF DELAWARE, L.L.C., a Delaware limited liability company, as the Depositor, and [_______], a [________], not in its individual capacity but solely as the Owner Trustee.

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LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 25th, 2006 • Collegiate Funding of Delaware LLC • Asset-backed securities • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of Collegiate Funding of Delaware, L.L.C. (the "Company"), dated as of November 1, 2001 (the "Effective Date"), is entered into by Collegiate Funding Services, L.L.C. ("CFS") as the sole economic member of the Company and Collegiate Funding Special Purpose Corporation ("SPC"), as the special member of the Company. Capitalized terms used and not otherwise defined herein have the meanings set forth in Schedule A hereto, or, if not defined in Schedule A. such terms have the meanings set forth in the Basic Documents (as defined in Schedule A hereto).

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Collegiate Funding Services Education Loan Trust 20__-_ $_________________ Student Loan Asset-Backed Notes UNDERWRITING AGREEMENT
Underwriting Agreement • January 23rd, 2003 • Collegiate Funding of Delaware LLC • Asset-backed securities • Delaware

This Agreement, the Loan Purchase Agreement, dated as of ____________, 20__ between _____________________ (“________”) and Collegiate Funding (along with the related Loan Transfer Addendum, the “___________ Purchase Agreement”), the Loan Purchase Agreement dated as of _____________, 20__ between Collegiate Funding and the Company (along with the related Loan Transfer Addendum, the “Collegiate Trust Purchase Agreement” and, together with the _________ Purchase Agreement, the “Purchase Agreements”), the Trust Agreement, dated as of ______________, 20__, among Wilmington Trust Company, as Delaware trustee (“the Delaware Trustee”), and Collegiate Funding, as initial certificateholder and sponsor (the “Trust Agreement”), the Administration Agreement, dated as of ____________, 20__, (the “Administration Agreement”) among the Company, the Delaware Trustee, the Trustee and Collegiate Funding Portfolio Administration, L.L.C. (“Collegiate Administration”), as administrator (the “Administrator”),

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