Ex-1.1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIB+3QaK34oK/wq4h4/raLqPsVlFb0+Yz1vhZdmv8pr9b0W15e2pUw2/Pvlyb9Ig um/JW/mwibVVhqArRTalXg== 0000899681-03-000369.txt : 20030912 0000899681-03-000369.hdr.sgml : 20030912 20030912171310 ACCESSION NUMBER: 0000899681-03-000369 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20030912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGE LOAN CORP CENTRAL INDEX KEY: 0001215751 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 33087395 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-102791 FILM NUMBER: 03894483 BUSINESS ADDRESS: STREET 1: 16855 W BERNARDO DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 8587161586 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGE LOAN CORP TRUST I CENTRAL INDEX KEY: 0001172104 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 016110137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-102791-01 FILM NUMBER: 03894482 BUSINESS ADDRESS: STREET 1: 1100 N MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: 302-636-6071 S-3/A 1 college-s3a_091203.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2003 REGISTRATION STATEMENT NO. 333-102791 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------

MARK BRENNER GENERAL COUNSEL COLLEGE LOAN CORPORATION 16855 W. BERNARDO DRIVE SUITE 270 SAN DIEGO, CALIFORNIA 92127 (888) 972-6311 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ------------------------------ COPY TO: RICHARD L. FRIED, ESQ STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 ------------------------------ Approximate date of commencement of proposed sale to the public: from time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

(1) The amount of securities being registered represents the maximum aggregate principal amount of securities currently expected to be offered for sale. (2) Estimated solely for purposes of calculating the registration fee. (3) Registration fee is calculated on the basis of $92.00 per million offered for the first $1,000,000 and $80.90 per million offered thereafter. (4) The sum of $105,089.10 is remitted at the time of filing this Registration Statement. A fee of $92.00 was previously paid on January 29, 2003. PROSPECTUS SUPPLEMENT (To prospectus dated ________ ___, 20__) $______________________ STUDENT LOAN ASSET-BACKED NOTES COLLEGE LOAN CORPORATION TRUST 20__-_ ISSUER

____________________ (1) Before deducting expenses estimated to be $_____________. The notes will be secured by a pool of student loans originated under the Federal Family Education Loan Program, a cash reserve fund and the other money and investments pledged to the indenture trustee. All of the Class A notes offered pursuant to this prospectus supplement will be rated [___] by [__________] and [___] by [__________]. The Class B notes offered pursuant to this prospectus supplement will be rated [___] by [__________] and [____] by [__________]. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. YOU SHOULD CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE S-___ OF THIS PROSPECTUS SUPPLEMENT AND ON PAGE 1 OF THE PROSPECTUS. The underwriters named below are offering the notes subject to approval of certain legal matters by their counsel. The notes will be delivered in book entry form only on or about ________ __, 20__. [INSERT NAMES OF UNDERWRITERS] __________, 20__ TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGE Summary of Terms...............................................................1 Risk Factors..................................................................11 College Loan Corporation Trust 20__-_.........................................13 The Student Loan Operations of College Loan Corporation Trust 20__-_..........13 Use of Proceeds...............................................................17 Acquisition of Student Loans..................................................17 Characteristics of the Student Loans..........................................17 Information Relating to the Guarantee Agencies................................25 Description of the Notes......................................................27 Credit Enhancement............................................................32 [Interest Rate Cap Derivative Agreement]......................................32 [LIBOR Note Derivative Product Agreements]....................................35 ERISA Considerations..........................................................41 Certain Federal Income Tax Considerations.....................................41 Reports to Noteholders........................................................42 Special Note Regarding Forward Looking Statements.............................42 Plan of Distribution..........................................................42 Legal Matters.................................................................44 PROSPECTUS About This Prospectus........................................................i Summary of the Offering....................................................iii Risk Factors.................................................................1 Special Note Regarding Forward Looking Statements...........................11 Formation of the Trusts.....................................................12 The Sponsor.................................................................13 The Issuer Administrator....................................................13 Description of the Notes....................................................14 Security and Sources of Payment for the Notes...............................23 Book-Entry Registration.....................................................26 Additional Notes............................................................31 Summary of the Indenture Provisions.........................................31 Description of Credit Enhancement and Derivative Products...................42 Description of the Federal Family Education Loan Program....................44 Description of the Guarantee Agencies.......................................58 Federal Income Tax Consequences.............................................65 ERISA Considerations........................................................70 Plan of Distribution........................................................71 Legal Matters...............................................................72 Financial Information.......................................................72 Ratings.....................................................................72 Incorporation of Documents by Reference; Where to Find More Information.....73 Glossary of Terms...........................................................74 Appendix I - Global Clearance, Settlement and Tax Documentation Procedures..78 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS Information about the notes is available in two separate documents that progressively provide more detail. This prospectus supplement describes the specific terms of the notes. The accompanying prospectus provides general information, some of which may not apply to the notes. You are urged to read both the prospectus and this prospectus supplement in full to obtain information concerning the notes. IF THERE IS A CONFLICT BETWEEN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT. Cross-references are included in this prospectus supplement and the accompanying prospectus to captions in the materials where you can find further discussions about related topics. The table of contents on the preceding page provides the pages on which these captions are located. Some of the terms used in this prospectus supplement and the accompanying prospectus are defined under the caption "Glossary of Terms" beginning on page __ in the accompanying prospectus. SUMMARY OF TERMS THE FOLLOWING SUMMARY IS A VERY GENERAL OVERVIEW OF THE TERMS OF THE NOTES AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING YOUR INVESTMENT DECISION. BEFORE DECIDING TO PURCHASE THE NOTES, YOU SHOULD CONSIDER THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE PROSPECTUS. THIS PROSPECTUS SUPPLEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SEE "SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS" IN THE PROSPECTUS. PRINCIPAL PARTIES AND DATES ISSUER o College Loan Corporation Trust 20__-_ SPONSOR o College Loan LLC [SERVICER] o [insert name of servicer] [MASTER SERVICER] o [College Loan Corporation] [SUBSERVICERS] o [insert names of subservicers] ISSUER ADMINISTRATOR o College Loan Corporation ELIGIBLE LENDER TRUSTEE AND INDENTURE TRUSTEE o [insert name] DELAWARE TRUSTEE o [insert name] AUCTION AGENT o [insert name] DISTRIBUTION DATES LIBOR-RATE NOTES. Distributions will be made on the LIBOR-rate notes on the ___ day of each ______, ______, ______ and ______. If any distribution date is not a business day, the distribution date will be the next business day. The initial distribution date will be __________, 20__. AUCTION RATE NOTES. Distributions will be made on the business day following the end of each auction period for that class of auction rate notes. We sometimes refer to a distribution date for a class of auction rate notes as an "auction rate distribution date." The initial auction period will begin on the closing date and end on _____, 20__. The initial auction rate distribution date will be ______, 20__. COLLECTION PERIODS The collection periods will be the three full calendar months preceding each quarterly distribution date. The initial collection period will be the period beginning on _________, 20__ and ending on _________, 20__. INTEREST ACCRUAL PERIODS LIBOR-RATE notes. The initial interest accrual period for the LIBOR-rate notes begins on the closing date and ends on ________, 20__. For all other distribution dates, the interest accrual period will begin on the prior distribution date and end on the day before such distribution date. AUCTION RATE NOTES. The interest accrual period for the auction rate notes is the period from the previous auction date through the auction date preceding the auction rate distribution date. The first interest accrual period, however, will begin on the closing date and end on the initial auction date. We sometimes refer to an interest accrual period for a class of auction rate notes as an "auction period." CUT-OFF DATE The cut-off date for the student loan portfolio the trust will acquire on the closing date is __________ 1, 20__. CLOSING DATE The closing date for this offering is expected to be on or about _________, 20__. DESCRIPTION OF THE NOTES GENERAL College Loan Corporation Trust 20__-_ is offering the following student loan asset-backed notes: o class A-1 notes in the aggregate principal amount of $__________; o class A-2 notes in the aggregate principal amount of $__________; o class A-3 notes in the aggregate principal amount of $__________; o class A-4 notes in the aggregate principal amount of $__________; and o class B notes in the aggregate principal amount of $__________. The notes will be issued pursuant to an indenture of trust. The class A notes will be senior notes and the class B notes will be subordinate notes. The class A-1 notes, class A-2 notes and class A-3 notes bear interest based on three-month LIBOR, and we sometimes refer to them as "LIBOR-rate notes." The class A-4 notes and class B notes will bear interest based on an auction rate, and we sometimes refer to them as "auction rate notes." The LIBOR-rate notes will be available for purchase in multiples of $1,000. The auction rate notes will be available for purchase in multiples of $50,000. Interest and principal on the notes will be payable to the record owners of the notes as of the close of business on the record date, which is: o for the LIBOR-rate notes, the day before the related distribution date and o for the auction rate notes, the business day before the related auction date. INTEREST RATES AND PAYMENTS LIBOR-RATE NOTES. The LIBOR-rate notes will bear interest at the following annual rates: o the class A-1 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%, o the class A-2 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%, o the class A-3 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%, The issuer administrator will determine the rate of interest on the LIBOR rate notes on the second business day prior to the start of the applicable interest accrual period. Interest on the LIBOR rate notes will be calculated on the basis of the actual number of days elapsed during the interest period divided by 360. For the initial interest accrual period, the issuer administrator will determine the LIBOR rate according to a formula described below in "Description of the Notes--Interest Payments." Interest accrued on the outstanding principal balance of the LIBOR-rate notes during each interest accrual period will be paid on the related distribution date. AUCTION RATE NOTES. The interest rate on the auction rate notes is determined at auction. The initial auction date and the initial rate adjustment date for each class of auction rate notes are set forth below: Initial Auction Initial Rate CLASS DATE Adjustment DATE A-4 ______, 20__ _____, 20__ B ______, 20__ _____, 20__ For each auction period, the interest rate for the auction rate notes will be the least of: o the rate determined pursuant to the auction procedures described under "Description of the Notes--Auction rate notes" in the prospectus; o the maximum rate, which is equal to the least of: o the LIBOR rate for a comparable period plus a margin ranging from ___% to ___% depending on the ratings of the auction rate notes, o ___%, and o the maximum rate permitted by law; and o the student loan rate, which is the weighted average interest rate of the student loans in the trust minus administrative expenses. We sometimes refer to the interest rate for the auction rate notes as the "auction rate." Interest will be calculated on the auction rate notes on the basis of the actual number of days elapsed in the related auction period divided by 360. After the initial auction period, the period between auctions for the auction rate notes will generally be 28 days, subject to adjustment if the auction period would begin or end on a non-business day. The length of the auction period, the auction date or the nature of the interest rate for any class of auction rate notes may change as described under "Description of the Notes--Auction rate notes" in the prospectus. If, on the first day of any auction period, a payment default on the auction rate notes has occurred and is continuing, the rate for the interest accrual period will be the non-payment rate, which is one-month LIBOR plus ___%. If in any auction all the auction rate notes subject to the auction are subject to hold orders, the interest rate for the accrual period will equal the all-hold rate, which is the LIBOR rate for a period comparable to the auction period less ___%. Interest accrued on the outstanding principal balance of a class of auction rate notes during the preceding auction period will be paid on the related auction rate distribution date. PRINCIPAL PAYMENTS On each distribution date or auction rate distribution date, as applicable, principal payments will be made on the notes in an amount equal to the lesser of: o the principal distribution amount for that distribution date, which includes any shortfall in the payment of the principal distribution amount on the preceding distribution date; and o funds available to pay principal as described below in "Description of the Notes--Flow of Funds." Principal will be paid first on the class A-1 notes until paid in full, second on the class A-2 notes until paid in full, third on the class A-3 notes until paid in full, fourth on the class A-4 notes until paid in full and fifth on the class B notes until paid in full. See "Security and Sources of Payment for the Notes--Collection Fund" in the prospectus. FINAL MATURITY o The class A-1 notes will be paid in full by the __________, 20__ distribution date; o the class A-2 notes will be paid in full by the __________, 20__ distribution date; o the class A-3 notes will be paid in full by the __________, 20__ distribution date; o the class A-4 notes will be paid in full by the __________, 20__ distribution date; and o the class B notes will be paid in full by the __________, 20__ distribution date. DESCRIPTION OF THE TRUST GENERAL College Loan Corporation Trust 20__-_ is a Delaware statutory trust whose operations are limited to acquiring, holding and managing student loans originated under the Federal Family Education Loan Program ("FFELP") and other assets of the trust, issuing and making payments on the notes and any other incidental or related activities. The trust will use the proceeds from the sale of the notes to purchase student loans [to purchase the interest rate cap derivative agreement,] to make a deposit to the Collection Fund, to make a deposit to the Reserve Fund and to pay costs of issuing the notes. The only sources of funds for payment of all of the notes issued under the indenture are the student loans and investments pledged to the trustee, the payments the trust receives on those student loans and investments [and any payments the trust receives under the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. THE TRUST'S ASSETS The assets of the Trust will include: o the FFELP student loans acquired with the proceeds of the sale of the notes; o collections and other payments received on account of the student loans; o money and investments held in funds created under the indenture, including the Acquisition Fund, the Collection Fund and the Reserve Fund; and o [its rights under the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. THE ACQUISITION FUND Approximately $______________ of the proceeds from the sale of the notes will be deposited into the Acquisition Fund and will be used on the closing date by the eligible lender trustee to purchase student loans on behalf of the trust, to pay costs of issuance [and to purchase the interest rate cap derivative agreement]. THE COLLECTION FUND The trust will make an initial deposit to the Collection Fund from the proceeds of the sale of the notes in the amount of $____________. The indenture trustee will deposit into the Collection Fund all revenues derived from student loans and money or assets on deposit in the trust [and any payments received from the counterparties to the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. Money on deposit in the Collection Fund will be used to pay the trust's operating expenses, which include servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees [and LIBOR note derivative product agreement fees], and interest and principal on the notes. THE RESERVE FUND The trust will make a deposit to the Reserve Fund from the proceeds of the sale of the notes in the amount of $___________. The Reserve Fund is subject to a minimum amount equal to the greater of ___% of the pool balance as of the close of business on the last day of the related collection period, or $_________. On each distribution date or monthly servicing payment date, to the extent that money in the Collection Fund is not sufficient to pay servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees, [LIBOR note derivative product agreement fees] and the interest then due on the notes, the amount of the deficiency will be paid directly from the Reserve Fund. To the extent the amount in the Reserve Fund falls below the Reserve Fund minimum balance, the Reserve Fund will be replenished on each distribution date from funds available in the Collection Fund as described below under "Description of the Notes--Flow of Funds." Funds on deposit in the Reserve Fund in excess of the Reserve Fund minimum balance will be transferred to the Collection Fund. CHARACTERISTICS OF THE STUDENT LOAN PORTFOLIO The student loans the trust will acquire with the proceeds of the sale of the notes are loans originated under the Federal Family Education Loan Program. The information in this prospectus supplement relating to the student loans the trust will acquire on the closing date is presented as of ____________ 1, 20__. As of that date, the student loans had an aggregate outstanding principal balance of $_____________, which includes accrued interest of $___________ to be capitalized on commencement of repayment. In addition, the weighted average annual interest rate of the student loans was approximately _____% and their weighted average remaining term to scheduled maturity was approximately ___ months. The student loans that the trust will acquire on the closing date with the proceeds of the notes are described more fully below under "Characteristics of the Student Loans" in this prospectus supplement. FLOW OF FUNDS Servicing fees will be paid to the master servicer on each monthly servicing payment date from money available in the Collection Fund. On each distribution date or auction rate distribution date, as applicable, prior to an event of default, money in the Collection Fund will be used to make the following deposits and distributions, to the extent funds are available, in the following order: o to the master servicer, the indenture trustee, the auction agent, the broker dealers and the Delaware trustee, pro rata, the servicing fees, the trustees' fees and the auction agent fees and broker dealer fees due on that distribution date or auction rate distribution date; o to the issuer administrator, the administration fee and any prior unpaid administration fees; o [to the LIBOR note derivative product agreement counterparties, any fees due and owing to those counterparties]; o to the class A-1, class A-2, class A-3 and class A-4 noteholders, pro rata, to pay interest due on the class A-1, class A-2, class A-3 and class A-4 notes; o to the class B noteholders, to pay interest due on the class B notes; o to the class A-1 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-1 notes is reduced to zero; o to the class A-2 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-2 notes is reduced to zero; o to the class A-3 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-3 notes is reduced to zero; o to the class A-4 noteholders, in lots of $50,000, to pay the principal distribution amount until the outstanding balance on the class A-4 notes is reduced to zero; o to the class B noteholders, in lots of $50,000, to pay the principal distribution amount until the outstanding balance on the class B notes is reduced to zero; o to the Reserve Fund, the amount, if any, necessary to restore the Reserve Fund to the Reserve Fund minimum balance; o [to the LIBOR note derivative product agreement counterparties, pro rata, any unreimbursed payments made by the counterparties under the terms of the related LIBOR note derivative product agreement plus interest on such amounts]; o to the master servicer, any unpaid carry-over servicing fee; o to the sponsor, any remaining amounts. The term "Principal Distribution Amount" means: o on the initial distribution date, the amount by which the aggregate outstanding principal amount of the notes exceeds the Adjusted Pool Balance as of the last day of the initial collection period; or o on each subsequent distribution date, the amount by which the Adjusted Pool Balance, as of the last day of the preceding collection period, exceeds the Adjusted Pool Balance, as of the last day of that collection period, plus the amount, if any, of the Principal Distribution Amount due on the prior distribution date that was not paid. For this purpose, "Adjusted Pool Balance" means, for any distribution date, o if the Pool Balance is greater than 50% of the initial Pool Balance, the sum of that Pool Balance and the required balance of the Reserve Fund for that distribution date; or o if the Pool Balance is less than or equal to 50% of the initial Pool Balance, that Pool Balance. "Pool Balance" for any date means the aggregate principal balance of the trust's student loans on that date, including accrued interest that is expected to be capitalized, as reduced by the principal portion of: o all payments received by the trust through that date from borrowers, the guarantee agencies and the Department of Education; o all amounts received by the trust through that date from purchases of student loans; o all liquidation proceeds and realized losses on the student loans through that date; o the amount of any adjustment to balances of the student loans that a subservicer makes under its subservicing agreement through that date; and o the amount by which guarantor reimbursements of principal on defaulted student loans through that date are reduced from 100% to 98%, or other applicable percentage, as required by the risk sharing provisions of the Higher Education Act. See "Description of the Notes - Flow of Funds" in this prospectus supplement. SERVICING [Under a master servicing agreement, College Loan Corporation will act as master servicer with respect to the student loans. College Loan Corporation will be paid a monthly servicing fee based on the outstanding principal balance of the trust's student loans in an amount equal to 1/12th of ___% for student loans (other than consolidation loans) in school, grace, deferment and forbearance, ____% for student loans (other than consolidation loans) in repayment and ___% for consolidation loans. In addition, College Loan Corporation will be entitled to receive from available funds a carry-over servicing fee as described below in "Description of the Notes--Flow of Funds". The carry-over servicing fee is the sum of: o the amount of specified increases in the costs College Loan Corporation incurs; o the amount of specified conversion, transfer and removal fees; o any carry-over servicing fees described above that remain unpaid from prior distribution dates; and o interest on unpaid amounts as set forth in the servicing agreement.] [College Loan Corporation has entered into a subservicing agreement pursuant to which _____________ has agreed to assume responsibility for servicing, maintaining custody of and making collections on the trust's student loans. Under the terms of the agreement, _____________ may be required to purchase student loans from the trust if it fails to comply with the terms and provisions of the agreement. See "The Student Loan Operations of College Loan Corporation Trust 20__-_--Servicing of student loans" in this prospectus supplement.] OPTIONAL PURCHASE The sponsor may, but is not required to, repurchase all remaining student loans in the trust on the earlier of the __________, 20__ distribution date, or when the Pool Balance is 10% or less of the initial Pool Balance. If this purchase option is exercised, the student loans would be sold to the sponsor as of the last business day of the preceding collection period and the proceeds will be used on the corresponding distribution date to repay any outstanding notes, which will result in early retirement of the remaining notes. The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining student loans held by the trust, but not less than a prescribed minimum purchase price. The prescribed minimum purchase price is the amount that would be sufficient to: o reduce the outstanding principal amount of each class of notes then outstanding on the related distribution date to zero; o pay to the noteholders the interest payable on the related distribution date; o [pay any amount owing to a LIBOR note derivative product agreement counterparty;] and o pay any unpaid carry-over servicing fee. MANDATORY AUCTION If the sponsor does not notify the indenture trustee of its intention to exercise its right to repurchase the remaining student loans in the trust as described above, all of the remaining loans in the trust will be offered for sale by the indenture trustee before the next succeeding distribution date. College Loan Corporation and its affiliates and unrelated third parties may offer to purchase the trust's student loans in the auction. If at least two bids are received, the indenture trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The indenture trustee will accept the highest of the remaining bids if it equals or exceeds either the minimum purchase price described above, or the fair market value of the student loans remaining in the trust at the end of the related collection period, whichever is higher. The net proceeds of any auction sale will be used to retire any outstanding notes on the next distribution date. If the highest bid after the solicitation process does not equal or exceed the minimum purchase price described above or the fair market value of the student loans remaining in the trust estate, the indenture trustee will not complete the sale. If the sale is not completed, the indenture trustee may, but will not be obligated to, solicit bids for the sale of the trust's student loans at the end of future collection periods using procedures similar to those described above. If the trust's student loans are not sold as described above, on each subsequent distribution date, all amounts on deposit in the Collection Fund after giving effect to all withdrawals, except withdrawals payable to the sponsor, will be distributed as accelerated payments of principal on the notes. The indenture trustee may or may not succeed in soliciting acceptable bids for the trust's student loans either on the auction date or subsequently. [INTEREST RATE CAP DERIVATIVE PRODUCT AGREEMENT] [On the closing date the trustee will use a portion of the net proceeds from the sale of the notes to purchase an interest rate cap derivative product agreement from ________________.] [Under the interest rate cap derivative agreement, on the third business day before each distribution date to and including the __________, 20__ distribution date ____________ will pay to the trust an amount, calculated on a quarterly basis, equal to the product of (a) the excess, if any, of (i) three-month LIBOR as determined for the interest accrual period related to the applicable distribution date over (ii) ___% and (b) a notional amount equal to $__________. LIBOR for the first interest accrual period will be determined using the formula described below in "Description of the Notes--Interest Payments." See "Interest Rate Cap Derivative Agreement" in this prospectus supplement.] [LIBOR NOTE DERIVATIVE PRODUCT AGREEMENTS] [On the closing date the trust will enter into LIBOR note derivative product agreements with _________________ and __________. Under the LIBOR note derivative product agreements, ___________________ and _______________each will pay to the trust, on or before the third business day preceding each distribution date, an amount calculated on a quarterly basis equal to a ___% share of: o the excess, if any, of the interest rate payable on the class A-1 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-1 notes; plus o the excess, if any, of the interest rate payable on the class A-2 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-2 notes; plus o the excess, if any, of the interest rate payable on the class A-3 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-3 notes. [The adjusted student loan rate, in general, will equal the expected weighted average interest collections of the trust's student loans after deducting any amounts payable to the U.S. Department of Education, less servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees and LIBOR note derivative product agreement fees.] [The maximum amount payable to the trust under the LIBOR note derivative product agreements will equal __% of the outstanding principal balance of the class ___ notes. Each counterparty's maximum obligation, as of any date, under its LIBOR note derivative product agreement will equal one-half of that maximum amount, less the payments made previously under its LIBOR note derivative product agreement net of the amount of any payments (other than interest) made by the trust to reimburse payments made by that counterparty.] [On each distribution date, each counterparty will be paid a fee equal in the aggregate to ___% per annum of the principal balance of the notes. In addition, each counterparty will be entitled to receive from the Collection Fund, a sum equal to any payments received by the trust from such counterparty which remain unreimbursed, plus interest, in the manner described below in "Description of the Notes--Flow of Funds." See "LIBOR Note Derivative Product Agreements" in this prospectus supplement.] BOOK-ENTRY REGISTRATION The notes will be delivered in book-entry form through the Same Day Settlement System of The Depository Trust Company. FEDERAL INCOME TAX CONSEQUENCES Stroock & Stroock & Lavan LLP will deliver an opinion that for federal income tax purposes, the notes will be treated as the trust's indebtedness. You will be required to include in your income, the interest on the notes as paid or accrued, in accordance with your accounting methods and the provisions of the Internal Revenue Code. See "Federal Income Tax Consequences" in the prospectus. ERISA CONSIDERATIONS If the notes are treated as indebtedness without substantial equity features, the notes are eligible for purchase by or on behalf of employee benefit plans, retirement arrangements, individual retirement accounts and Keogh Plans, subject to the considerations discussed under "ERISA Considerations" in this prospectus supplement. RATING OF THE NOTES The class A notes offered pursuant to this prospectus supplement will be rated by at least two nationally recognized statistical rating agencies in their highest rating category. The class B notes offered pursuant to this prospectus supplement will be rated in one of the three highest rating categories of at least two nationally recognized statistical rating agencies. RISK FACTORS The discussion under the heading "Risk Factors" in the prospectus describes the risks associated with your investment in the notes. In addition, you should consider the following factors: THE TRUST'S ASSETS MAY NOT BE SUFFICIENT TO PAY ITS NOTES On the date of issuance of the notes, the aggregate principal balance of the student loans the trust owns and the other assets pledged as collateral for the notes will be less than the aggregate principal balance of the notes issued under the indenture. As a result, if an event of default should occur under the indenture and the trust was required to redeem all of its notes, the trust's liabilities may exceed its assets. If this were to occur, the trust would be unable to repay in full all of the holders of the notes. A HIGH RATE OF PREPAYMENTS MAY ADVERSELY AFFECT THE TRUST'S ABILITY TO REPAY ITS NOTES The initial Pool Balance, amounts deposited in the Collection Fund and the Reserve Fund are approximately _______% of the aggregate initial principal amount of the notes. Noteholders must rely primarily on interest payments on the trust's student loans and other assets to reduce the aggregate principal amount of the notes to the Pool Balance. The noteholders, especially class B noteholders, could be adversely affected by a high rate of prepayments, which would reduce the amount of interest available for this purpose. YOUR SECURITIES MAY HAVE A DEGREE OF BASIS RISK WHICH COULD COMPROMISE THE TRUST'S ABILITY TO PAY PRINCIPAL AND INTEREST ON YOUR SECURITIES There is a degree of basis risk associated with the notes. Basis risk is the risk that shortfalls might occur because, among other things, the interest rates of the trust student loans and those of the notes adjust on the basis of different indexes. If a shortfall were to occur, the trust's ability to pay your principal and/or interest on the notes could be compromised. THE INTEREST RATES ON THE AUCTION RATE NOTES ARE SUBJECT TO LIMITATIONS, WHICH COULD REDUCE YOUR YIELD The interest rates on the auction rate notes may be limited by the maximum rate, which will be based on the least of the maximum auction rate, the maximum interest rate (generally, __% per annum) or, in certain circumstances, the student loan rate (which is based on the rates of return on the trust student loans, less specified administrative costs). If, for any accrual period, the maximum rate is less than the auction rate determined in accordance with the auction procedures, interest will be paid on the auction rate notes at the maximum rate even though there may be sufficient available funds to pay interest at the auction rate. For an auction rate distribution date on which the maximum auction rate or the student loan rate applies, the difference between the amount of interest at the auction rate determined pursuant to the auction procedures for the auction rate notes and the amount of interest at the maximum auction rate or the student loan rate will become a carry-over amount, and will be paid on succeeding auction rate distribution dates only to the extent that there are funds available for that purpose and other conditions are met. It is possible that such carry-over amount may never be paid. Any carry-over amount not paid at the time of redemption of an auction rate note will be extinguished. For an auction rate distribution date on which the maximum interest rate applies, the difference between the amount of interest at the auction rate and the amount of interest at the maximum interest rate will not become a carry-over amount and will not be paid in the future. [YOUR SECURITIES MAY HAVE GREATER BASIS RISK AND THE TRUST'S ABILITY TO PAY PRINCIPAL AND INTEREST ON YOUR NOTES MAY BE COMPROMISED IF A DERIVATIVE PRODUCT COUNTERPARTY DEFAULTS OR THE AGGREGATE LIMIT ON DERIVATIVE PRODUCT COUNTERPARTY PAYMENTS IS EXCEEDED. The trust will enter into an interest rate cap derivative agreement and LIBOR note derivative product agreements with counterparties that are intended to mitigate the basis risk associated with the LIBOR rate notes. If a payment is due to the trust under the interest rate cap derivative agreement or a LIBOR note derivative product agreement, a default by the applicable counterparty may reduce the amount of funds available to the trust and thus the trust's ability to pay your principal and interest on the notes. Moreover, the trust's ability to pay principal and interest on the notes also may be adversely affected if the shortfall exceeds a counterparty's obligation under its LIBOR note derivative product agreement or under the interest rate cap derivative agreement. In addition, an early termination of the interest rate cap derivative agreement or a LIBOR note derivative product agreement may occur in the event that either: o a counterparty fails to make a required payment within three business days of the date that payment was due; or o a counterparty fails, within 45 calendar days of the date on which the credit ratings of the counterparty or its credit support provider fall below the required ratings specified in the agreement, to: o obtain a replacement interest rate cap derivative agreement or a replacement LIBOR note derivative product agreement, as the case may be, with terms substantially the same as the agreement; or o establish any other arrangement satisfactory to the trust and the applicable rating agencies. If an early termination occurs, the trust may no longer have the benefit of the interest rate cap derivative agreement or that LIBOR note derivative product agreement. You cannot be certain that the trust will be able to enter into a substitute interest rate cap derivative agreement or LIBOR note derivative product agreement.] COLLEGE LOAN CORPORATION TRUST 20__-_ GENERAL College Loan Corporation Trust 20__-_ is a Delaware statutory trust formed pursuant to a Trust Agreement, dated as of _________, 20__, by and between College Loan LLC, as sponsor, and _____________, as the Delaware Trustee, for the transactions described in this prospectus supplement. The assets of the trust will include student loans acquired with the proceeds of the notes sold pursuant to this prospectus supplement, investments that we pledge to the trustee and the payments received on those student loans and investments, [the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. The trust was created for the purpose of facilitating the financing of student loans and other financial assets, and to engage in activity in connection therewith. The trust will not engage in any activity other than: o acquiring, holding and managing the student loans and the other assets of the trust, and the proceeds therefrom; o issuing the notes; and o engaging in other activities related to the activities listed above. College Loan LLC will hold all of the equity interests in the trust. The mailing address for College Loan LLC, is Bernardo Executive Center, 16855 West Bernardo Drive, San Diego, California 92127, and its telephone number is 1-888-972-6311. ELIGIBLE LENDER TRUSTEE __________________ is the eligible lender trustee for the trust under a trust agreement. _________________ is a _____________ with offices located at _________________. The eligible lender trustee will acquire on behalf of the trust legal title to all the student loans acquired under loan purchase agreements. The eligible lender trustee on behalf of the trust has entered into a separate guarantee agreement with each of the guarantee agencies described in this prospectus supplement with respect to the trust's student loans. The eligible lender trustee qualifies as an eligible lender and the holder of the trust's student loans for all purposes under the Higher Education Act and the guarantee agreements. If the trust's student loans were not owned by an eligible lender, the trust's rights to receive guarantor and Department of Education payments on its student loans would be lost. THE STUDENT LOAN OPERATIONS OF COLLEGE LOAN CORPORATION TRUST 20__-_ LOAN PURCHASE AGREEMENTS The eligible lender trustee will purchase student loans originated under the Federal Family Education Loan Program from "eligible lenders" under the Higher Education Act pursuant to the terms of loan purchase agreements. The eligible lender trustee will first acquire the student loans on behalf of the sponsor, which will direct that the student loans be sold and transferred to the trust. The loan purchase agreements will identify the portfolio of student loans to be purchased and will specify the purchase price to be paid for those loans. Each seller will be obligated under the loan purchase agreement to deliver each student loan note and related documentation to the master servicer or subservicer as custodial agent for the trustee, and to deliver the instruments of transfer for the student loans as necessary for a valid transfer of the loans. Each seller will make representations, warranties and covenants with respect to the student loans sold pursuant to its respective loan purchase agreement, including the following: o each loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker and the endorser, if any, thereof, enforceable in accordance with its terms. o the seller is the sole owner and holder of each loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances. o each loan to be sold under the loan purchase agreement is either insured or guaranteed. o the seller and any independent servicer have each exercised and shall continue until the scheduled sale date to exercise due diligence and reasonable care in making, administering, servicing and collecting the loans. o the seller, or the lender that originated a loan, has reported the amount of origination fees, if any, authorized to be collected with respect to the loan pursuant to Section 438(c) of the Higher Education Act to the Secretary of the Department of Education for the period in which the fee was authorized to be collected; and the seller or originating lender has made any refund of an origination fee collected in connection with any loan which may be required pursuant to the Higher Education Act. At the trust's or the trustee's request, each seller will be obligated to repurchase any loan the trust purchases from the seller if: o any representation or warranty made or furnished by the seller in or pursuant to its respective loan purchase agreement shall prove to have been materially incorrect as to the loan; o the Secretary of the Department of Education or a guarantee agency, as the case may be, refuses to honor all or part of a claim filed with respect to a loan, including any claim for interest subsidy, special allowance payments, insurance, reinsurance or guarantee payments on account of any circumstance or event that occurred prior to the sale of the loan to the trust; or o on account of any wrongful or negligent act or omission of the seller or its servicing agent that occurred prior to the sale of a loan to the trust, a defense that makes the loan unenforceable is asserted by a maker or endorser, if any, of the loan with respect to his or her obligation to pay all or any part of the loan. Upon the occurrence of any of the conditions set forth above and upon the trust's or the trustee's request, the seller will be required to pay to the trustee an amount equal to the then-outstanding principal balance of the loan, plus the percentage of premium paid in connection with the purchase of the loan and interest and special allowance payments accrued and unpaid with respect to the loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the trust, and the trustee in connection with the loan and arising out of the reasons for the repurchase. SERVICING OF STUDENT LOANS The trust is required under the Higher Education Act, the rules and regulations of the guarantee agency and the indenture to use due diligence in the servicing and collection of student loans and to use collection practices no less extensive and forceful than those generally in use among financial institutions with respect to other consumer debt. THE SERVICING AGREEMENTS [The trust has entered into a master servicing agreement with College Loan Corporation which continues until the earlier of o the termination of the indenture, o the early termination after material default by the master servicer as provided for in the master servicing agreement, or o the student loans serviced under the master servicing agreement are paid in full. College Loan Corporation has entered into a subservicing agreement with _____________________, under which ______________ assumes all of the duties of the master servicer under the master servicing agreement for the term of the master servicing agreement. College Loan Corporation may enter into agreements with other subservicers upon receipt of a written confirmation from each of the rating agencies that such subservicing agreements will not result in a downgrade of (or other adverse action with respect to) the notes. Pursuant to each subservicing agreement, the subservicer will generally agree to provide all customary post-origination student loan servicing activities with respect to the student loans for which it is acting as subservicer. Such services generally include maintaining custody of copies of promissory notes and related documentation, billing for and processing payments from borrowers, undertaking certain required collection activities with respect to delinquent loans, submitting guarantee claims with respect to defaulted loans, establishing and maintaining records with respect to its servicing activities, and providing certain reports of its activities and the student loan portfolios serviced by them. The subservicer will agree to service the student loans in compliance with the Higher Education Act, the guidelines of the applicable guarantor, and all applicable federal and state laws and regulations. The master servicer will pay the subservicer a monthly fee for the servicing of student loans according to schedules set forth in the subservicing agreement. The fees are subject to periodic increases. The subservicing agreement will provide that the subservicer will indemnify the master servicer for losses arising out of the subservicer's willful misconduct or negligence with regard to the performance of its services or the breach of its obligations under the subservicing agreement, other than incidental, special or consequential damages. The subservicing agreement also will provide that if any student loan is denied its guarantee by a guarantee agency or the loss of federal interest, special allowance payments and/or insurance benefits, the subservicer will be required to take actions to make the issuer whole with respect to such student loan; provided, however, that the subservicer will not be liable for any error or omission which occurred prior to the date the subservicer assumed responsibility for servicing the student loan. [The subservicing agreement will be for an initial term of ___ years and will automatically be extended for one additional year each year thereafter, unless either party gives ___ days written notice prior to the end of the initial term or any extension of the term.] [The subservicing agreement will be for an indefinite term and may be terminated by the master servicer at the end of a calendar quarter upon ___ days prior written notice.] [The subservicer may terminate the subservicing agreement on ___ days' notice prior to the end of a calendar quarter.] [If the subservicing agreement is terminated, the subservicer will continue to provide its full servicing through the date of termination.] [The subservicer will have the right to request an increase in its fees and expenses during the term of the subservicing agreement by giving notice to the master servicer. If the master servicer objects to any such increase within the time period set forth in the subservicing agreement, the proposed increase will not be effective and the subservicer may terminate the subservicing agreement.] However, no termination of the subservicing agreement will be effective unless and until the master servicer enters into another agreement similar to the subservicing agreement with another subservicer and receives a written confirmation from each of the rating agencies that such subservicing agreement will not result in a downgrade of (or other adverse action with respect to) the ratings of the notes. THE MASTER SERVICER [College Loan Corporation, a national student loan company, will act as master servicer pursuant to the master servicing agreement. The master servicer will service the student loans in accordance with the specifications of the Higher Education Act, and as set forth in the master servicing agreement.] DESCRIPTION OF SUBSERVICERS [To be provided] USE OF PROCEEDS We estimate that the net proceeds from the sale of the notes will be applied as follows: Deposit to Acquisition Fund $___________ Deposit to Reserve Fund $___________ Deposit to Collection Fund $___________ Total $___________ Approximately $___________ of the proceeds deposited to the Acquisition Fund will be used to pay the costs of issuing the notes [and to purchase the interest rate cap derivative agreement]. ACQUISITION OF STUDENT LOANS The trust expects to use $____________of the net proceeds of the notes being offered by this prospectus supplement to purchase student loans on the date of issuance of the notes from an eligible lender trustee holding the student loans on behalf of College Loan LLC. The eligible lender trustee on behalf of College Loan LLC will acquire the student loans from __________________. ___________________ will make representations and warranties with respect to the student loans to be sold and has agreed to repurchase any student loans for which any representation or warranty is later determined to be materially incorrect. See "The Student Loan Operations of College Loan Corporation Trust 20__-_" in this prospectus supplement. CHARACTERISTICS OF THE STUDENT LOANS (AS OF THE CUT-OFF DATE) As of __________, 20__ - the cut-off date - the characteristics of the initial pool of student loans that are expected to be purchased on the closing date with the net proceeds of the notes offered by this prospectus supplement were as described below. Since the date for purchase of the loans to be acquired with the net proceeds of the notes is other than the cut-off date, the characteristics of those loans will vary from the information presented below. The aggregate outstanding principal balance of the loans in each of the following tables includes the principal balance due from borrowers, plus accrued interest of $____________, as of the cut-off date, to be capitalized upon commencement of repayment. The percentages set forth in the tables below may not always add to 100% and the balances may not always add to $____________ due to rounding. COMPOSITION OF THE STUDENT LOAN PORTFOLIO (AS OF THE CUT-OFF DATE) Aggregate outstanding principal balance............................$__________ Number of borrowers................................................$__________ Average outstanding principal balance per borrower.................$__________ Number of loans.................................................... __________ Average outstanding principal balance per loan.....................$__________ Weighted average annual interest rate.............................. _____% Weighted average remaining term (months)........................... _____ DISTRIBUTION OF THE STUDENT LOANS BY LOAN TYPE (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding LOAN TYPE LOANS BALANCE BALANCE Consolidated _______ $_______ ___% PLUS _______ _______ ___ SLS _______ _______ ___ Stafford - Subsidized _______ _______ ___ Stafford - Unsubsidized _______ _______ ___ Total _______ $___________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY INTEREST RATE (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding INTEREST RATE LOANS BALANCE BALANCE Less than 4% _______ $__________ ____% 4.00% to 4.49% _______ __________ ____ 4.50% to 4.99% _______ __________ ____ 5.00% to 5.49% _______ __________ ____ 5.50% to 5.99% _______ __________ ____ 6.00% to 6.49% _______ __________ ____ 6.50% to 6.99% _______ __________ ____ 7.00% to 7.49% _______ __________ ____ 7.50% to 7.99% _______ __________ ____ 8.00% to 8.99% _______ __________ ____ Greater than 9% _______ __________ ____ Total _______ $__________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY SCHOOL TYPE (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding SCHOOL TYPE LOANS BALANCE BALANCE 2-year institution ________ $________ ____% 4-year institution / Post-grad ________ ________ ____ Consolidation / Uncoded* ________ ________ ____ Vocational / Trade ________ ________ ____ Other ________ ________ ____ Total ________ $________ 100.00% ________________________________ *Refers to consolidation loans for which the school type applicable to the loans the borrower consolidated is unavailable. DISTRIBUTION OF THE STUDENT LOANS BY SAP INTEREST RATE INDEX (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans SAP Interest Number of Principal of Outstanding RATE INDEX LOANS BALANCE BALANCE 91 Day T-Bill Index ________ $________ ____% 90 Day CP Index ________ ________ ____ Total ________ $________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY BORROWER PAYMENT STATUS (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Borrower Number of Principal of Outstanding PAYMENT STATUS LOANS BALANCE BALANCE School ________ $________ ____% Grace ________ ________ ____ Deferment ________ ________ ____ Forbearance ________ ________ ____ Repayment* First Year Repayment ________ ________ ____ Second Year Repayment ________ ________ ____ Third Year Repayment ________ ________ ____ More Than Three Years ________ ________ ____ Claim ________ ________ ____ Total ________ $________ 100.00% __________________________________ *The weighted average number of months in repayment for all student loans currently in repayment is ____, calculated as the term to maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the cut-off date. DISTRIBUTION OF THE STUDENT LOANS BY NUMBER OF DAYS DELINQUENT (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding DAYS DELINQUENT LOANS BALANCE BALANCE 0-30 ________ $________ ____% 31-60 ________ ________ ____ 61-90 ________ ________ ____ 91-120 ________ ________ ____ 121 and above ________ ________ ____ Total ________ $________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY DATE OF DISBURSEMENT (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding DISBURSEMENT DATE LOANS BALANCE BALANCE Pre-October, 1993 ________ $________ ____% October 1, 1993 and thereafter ________ ________ ____ Total ________ $________ 100.00% Student loans disbursed prior to October 1, 1993 are 100% guaranteed by the guarantee agency and are 100% reinsured against default by the Department of Education. Student loans disbursed after October 1, 1993 are 98% guaranteed by the guarantee agency and are reinsured by the Department of Education up to a maximum of 98% of the guarantee payments. DISTRIBUTION OF THE STUDENT LOANS BY RANGE OF PRINCIPAL BALANCE (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding PRINCIPAL BALANCE LOANS BALANCE BALANCE Less than $500.00 ____ $________ ____% $500.00 -$999.99 ____ ________ ____ $1,000.00 -$1,999.99 ____ ________ ____ $2,000.00 -$2,999.99 ____ ________ ____ $3,000.00 -$3,999.99 ____ ________ ____ $4,000.00 -$5,999.99 ____ ________ ____ $6,000.00 -$7,999.99 ____ ________ ____ $8,000.00 -$9,999.99 ____ ________ ____ $10,000.00 -$14,999.99 ____ ________ ____ $15,000.00 -$19,999.99 ____ ________ ____ $20,000.00 -$24,999.99 ____ ________ ____ $25,000.00 -$29,999.99 ____ ________ ____ $30,000.00 -$34,999.99 ____ ________ ____ $35,000.00 -$39,999.99 ____ ________ ____ $40,000.00 -$44,999.99 ____ ________ ____ $45,000.00 -$49,999.99 ____ ________ ____ $50,000.00 or greater ____ ________ ____ Total ____ $________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY NUMBER OF MONTHS REMAINING UNTIL SCHEDULED MATURITY (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding NUMBER OF MONTHS* LOANS BALANCE BALANCE 1 to 23 ____ $________ ____% 24 to 35 ____ ________ ____ 36 to 47 ____ ________ ____ 48 to 59 ____ ________ ____ 60 to 71 ____ ________ ____ 72 to 83 ____ ________ ____ 84 to 95 ____ ________ ____ 96 to 107 ____ ________ ____ 108 to 119 ____ ________ ____ 120 to 131 ____ ________ ____ 132 to 143 ____ ________ ____ 144 to 155 ____ ________ ____ 156 to 167 ____ ________ ____ 168 to 179 ____ ________ ____ 180 to 191 ____ ________ ____ 192 to 203 ____ ________ ____ 204 to 215 ____ ________ ____ 216 to 227 ____ ________ ____ 228 to 239 ____ ________ ____ 240 to 251 ____ ________ ____ 252 to 263 ____ ________ ____ 264 to 275 ____ ________ ____ 276 to 287 ____ ________ ____ 288 to 299 ____ ________ ____ 300 to 311 ____ ________ ____ 312 to 323 ____ ________ ____ 324 to 335 ____ ________ ____ 336 to 347 ____ ________ ____ 348 to 359 ____ ________ ____ 360 to 371 ____ ________ ____ Total ________ $________ 100.00% __________________________________ *Does not give effect to any deferral or forbearance periods that may be granted in the future. DISTRIBUTION OF THE STUDENT LOANS BY GEOGRAPHIC LOCATION (AS OF THE CUT-OFF DATE) The following chart shows the geographic distribution of the student loans based on the permanent billing addresses of the borrowers as shown on the subservicers' records: Outstanding Percent of Loans Number of Principal of Outstanding LOCATION LOANS BALANCE BALANCE Alabama ____ $________ ____% Alaska ____ ________ ____ Arizona ____ ________ ____ Arkansas ____ ________ ____ California ____ ________ ____ Colorado ____ ________ ____ Connecticut ____ ________ ____ Delaware ____ ________ ____ District of Columbia ____ ________ ____ Florida ____ ________ ____ Georgia ____ ________ ____ Hawaii ____ ________ ____ Idaho ____ ________ ____ Illinois ____ ________ ____ Indiana ____ ________ ____ Iowa ____ ________ ____ Kansas ____ ________ ____ Kentucky ____ ________ ____ Louisiana ____ ________ ____ Maine ____ ________ ____ Maryland ____ ________ ____ Massachusetts ____ ________ ____ Michigan ____ ________ ____ Minnesota ____ ________ ____ Mississippi ____ ________ ____ Missouri ____ ________ ____ Montana ____ ________ ____ Nebraska ____ ________ ____ Nevada ____ ________ ____ New Hampshire ____ ________ ____ New Jersey ____ ________ ____ New Mexico ____ ________ ____ New York ____ ________ ____ North Carolina ____ ________ ____% North Dakota ____ ________ ____ Ohio ____ ________ ____ Oklahoma ____ ________ ____ Oregon ____ ________ ____ Pennsylvania ____ ________ ____ Rhode Island ____ ________ ____ South Carolina ____ ________ ____ South Dakota ____ ________ ____ Tennessee ____ ________ ____ Texas ____ ________ ____ Utah ____ ________ ____ Vermont ____ ________ ____ Virginia ____ ________ ____ Washington ____ ________ ____ West Virginia ____ ________ ____ Wisconsin ____ ________ ____ Wyoming ____ ________ ____ Guam ____ ________ ____ Puerto Rico ____ ________ ____ Virgin Islands ____ ________ ____ Other / Uncoded ____ ________ ____ Total ____ $________ 100.00% DISTRIBUTION OF THE STUDENT LOANS BY GUARANTEE AGENCY (AS OF THE CUT-OFF DATE) Outstanding Percent of Loans Number of Principal of Outstanding GUARANTEE AGENCY LOANS BALANCE BALANCE [insert name of each guarantee agency] ________ $________ ____% ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ ________ ________ ____ Total ________ $________ 100.00% __________________________________ *Less than 0.01%. INFORMATION RELATING TO THE GUARANTEE AGENCIES The payment of principal and interest on all of the student loans held in the trust estate created under the indenture will be guaranteed by designated guarantee agencies and will be reinsured by the United States Department of Education. The guarantee provided by each guarantee agency is an obligation solely of that guarantee agency and is not supported by the full faith and credit of the federal or any state government. However, the Higher Education Act provides that if the Secretary of Education determines that a guarantee agency is unable to meet its insurance obligations, the Secretary shall assume responsibility for all functions of the guarantee agency under its loan insurance program. For further information on the Secretary of Education's authority in the event a guarantee agency is unable to meet its insurance obligations, see "Description of the Guarantee Agencies" in the prospectus. As of the cut-off date, of the student loans held in the trust estate approximately o _________% are guaranteed by _________________, a non-profit corporation organized in ____________ and guaranteeing student loans since _____, o [describe additional significant guarantors] o and the remaining _____% are guaranteed by one of the following guarantee agencies: [insert names of other guarantors] See "Description of the Guarantee Agencies" in the prospectus for more detailed information concerning the characteristics of the guarantee agencies. Presented below is information with respect to each guarantee agency expected to guaranty 10% or more of the student loans as of __________, 20__. Except as otherwise indicated, the information regarding each guarantee agency has been obtained from the guarantee agency and has not been independently verified. GUARANTY VOLUME. The following table sets forth the approximate aggregate principal amount of federally reinsured education loans (including PLUS Loans but excluding Federal Consolidation Loans) that have first become guaranteed by _____________ in the federal fiscal years indicated: GUARANTY VOLUME (IN MILLIONS) FEDERAL FISCAL YEAR [NAME OF EACH SIGNIFICANT GUARANTOR] _____ $________________ _____ ________________ _____ ________________ _____ ________________ RESERVE RATIO. Each guarantee agency's reserve ratio is determined by dividing its cumulative cash reserves by the original principal amount of the outstanding loans it has agreed to guarantee. On October 7, 1998, President Clinton signed a bill to reauthorize the Higher Education Act for the next five years. The reauthorization bill requires guarantee agencies to establish two separate funds, a Federal Student Loan Reserve Fund and an Agency Operating Fund. Under the new funding model, the Federal Reserve Fund is considered the property of the Federal government and the Agency Operating Fund is considered the property of the guarantee agency. The Federal Reserve Fund was established on October 1, 1998 through the deposit of all existing funds, securities and other liquid assets previously identified as Federal Family Education Loan Program. The guarantee agencies will deposit into this fund all guarantee fees, the reinsurance received from the Department of Education, and the recovery of the non-reinsured portion of defaults and investment earnings. The Federal Reserve Fund is only to pay lender claims and default aversion fees into the Agency Operating Fund and for other limited purposes. Under certain circumstances, at the instruction of the Department of Education, account maintenance fees are paid to the Agency Operating Fund from this fund. The term "cumulative cash reserves" is equal to the difference of sources less uses of funds for the Federal Reserve Funds. Prior to enactment of the new model, "cumulative cash reserves" referred to cash reserves plus (i) the guarantee agency's quarterly report on sources of funds (including insurance premiums, state appropriations, federal advances, federal reinsurance payments, administrative cost allowances, collections on claims paid and investment earnings) minus (ii) the guarantee agency's quarterly report on uses of funds (including claims paid to lenders, operating expenses, lender fees, the Department of Education's share of collections on claims paid, returned advances and reinsurance fees). The "original principal amount of outstanding loans" consists of the original principal amount of loans guaranteed by such guarantee agency minus (i) the original principal amount of loans canceled, claims paid, loans paid in full and loan guarantees transferred from such guarantee agency to other guarantee agencies, plus (ii) the original principal amount of loan guarantees transferred to such guarantee agency from other guarantee agencies, excluding loan guarantees transferred to another agency pursuant to a plan of the Secretary in response to the insolvency of the agency. The following table sets forth the respective reserve ratios for ______________________ for the federal fiscal years indicated: RESERVE RATIO FEDERAL FISCAL YEAR [NAME OF EACH SIGNIFICANT GUARANTOR] _____ ________% _____ ________ _____ ________ _____ ________ RECOVERY RATES. A guarantee agency's recovery rate, which provides a measure of the effectiveness of the collection efforts against defaulting borrowers after the guarantee claim has been satisfied, is determined by dividing the aggregate amount recovered from borrowers by the aggregate amount of default claims paid by the guarantee agency. The table below sets forth the recovery rates for ___________________: RECOVERY RATES FEDERAL FISCAL YEAR [NAME OF EACH SIGNIFICANT GUARANTOR] _____ ________% _____ ________ _____ ________ _____ ________ CLAIMS RATES. [For the federal fiscal years [19__][20__]-20__, _____________'s respective claims rates listed below have [not exceeded 5%, and as a result, all claims of ___________________ have been fully reimbursed at the maximum allowable level by the Department.] See "Description of the Federal Family Education Loan Program" in the prospectus for more detailed information concerning the federal program. Nevertheless, there can be no assurance the guarantee agencies will continue to receive [full] [that] reimbursement for such claims. The following table sets forth the claims rates of _________________ for the federal fiscal years indicated: CLAIMS RATES FEDERAL FISCAL YEAR [NAME OF EACH SIGNIFICANT GUARANTOR] _____ ________% _____ ________ _____ ________ _____ ________ DESCRIPTION OF THE NOTES GENERAL The notes will be issued pursuant to the terms of an Indenture of Trust dated as of ________ 1, 20__, between the trust and [trustee]. The following summary describes some of the terms of the indenture and the notes. However, it is not complete and is qualified in its entirety by the actual provisions of the indenture and the notes. INTEREST PAYMENTS Interest will accrue on the notes at their respective interest rates during each interest accrual period and, in the case of the LIBOR rate notes, will be payable to the noteholders quarterly on each distribution date, commencing ________, 20__. Subsequent distribution dates for the LIBOR rate notes will be on the 25th of each ______, ______, ______ and ______, or if any such day is not a business day, the next business day. Interest on the auction rate notes will be payable to the noteholders on the business day following the end of each auction period. Interest accrued but not paid on any distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum described below. Any such shortfall will be allocated pro rata to the noteholders, based on the total amount of interest due on each class of notes. The interest rate on the class A-1 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%. The interest rate on the class A- 2 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%. The interest rate on the class A-3 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%. LIBOR for the initial interest accrual period will be determined by the following formula: x + [__/__* (y-x)] where: x = ___-month LIBOR, and y = three-month LIBOR, in each case, as of the second business day before the start of the initial interest accrual period. CALCULATION OF LIBOR For each interest accrual period, LIBOR will be determined by the issuer administrator by reference to the London interbank offered rate for deposits in U.S. dollars having a maturity of three months which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the related LIBOR determination date. The LIBOR determination date will be the second business day before the beginning of each interest accrual period. If this rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the relevant maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR determination date, to prime banks in the London interbank market by four major banks selected by the issuer administrator. The issuer administrator will request the principal London office of each bank to provide a quotation of its rate. If the banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the issuer administrator, at approximately 11:00 a.m., New York time, on that LIBOR determination date, for loans in U.S. Dollars to leading European banks having the relevant maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, three-month LIBOR in effect for the applicable interest accrual period will be three-month LIBOR in effect for the previous accrual period. CALCULATION OF THE AUCTION RATE For each auction period, the auction rate for each of the class A-4 and class B notes will be the least of the maximum rate, the student loan rate, and the rate determined on the related auction date pursuant to the auction procedures described under "Description of the Notes--Auction rate notes" in the prospectus. PRINCIPAL DISTRIBUTIONS Principal payments will be made to the noteholders on each distribution date or auction rate distribution date, as applicable, in an amount generally equal to the lesser of: o the principal distribution amount for that distribution date, which includes any shortfall in the payment of the principal distribution amount on the preceding distribution date; and o funds available for the payment of principal as described below under "Flow of Funds." There may not be sufficient funds available to pay the full principal distribution amount on each distribution date. Amounts on deposit in the Reserve Fund, other than amounts in excess of the Reserve Fund minimum balance that are transferred to the Collection Fund, will not be available to make principal payments on the notes except upon their final maturity. Principal payments on the class A notes will be applied on each distribution date, first to the outstanding principal balance on the class A-1 notes until paid in full, second to the outstanding principal balance of the class A-2 notes until paid in full, third to the outstanding balance of the class A-3 notes until paid in full and fourth to the class A-4 notes, in lots of $50,000, until paid in full. Principal payments on the class B notes, in lots of $50,000, will be made to noteholders on each distribution date after the class A-1, class A-2, class A-3 and class A-4 notes are paid in full in an amount generally equal to the principal distribution amount for that distribution date. The aggregate outstanding principal balance of the class A-1 notes will be due and payable in full by the ______, 20__ distribution date, the aggregate outstanding principal balance of the class A-2 notes will be due and payable in full by the ______, 20__ distribution date, the aggregate outstanding principal balance of the class A-3 notes will be due and payable in full by the ______, 20__ distribution date and the aggregate outstanding principal balance of the class A-4 notes will be due and payable in full by the ______, 20__ distribution date. The aggregate outstanding principal balance of the class B notes will be due and payable in full by the ______, 20__ distribution date. The actual date on which the final distribution on a class of notes will be made may be earlier than the maturity dates set forth above as a result of a variety of factors. The term "Principal Distribution Amount" means: o on the initial distribution date, the amount by which the aggregate outstanding principal amount of the notes exceeds the Adjusted Pool Balance, as of the last day of the initial collection period, or o on each subsequent distribution date, the amount by which the Adjusted Pool Balance, as of the last day of the preceding collection period, exceeds the Adjusted Pool Balance, as of the last day of that collection period, plus the amount of any Principal Distribution Amount due on the prior distribution date that was not paid. For this purpose, "Adjusted Pool Balance" means, for any distribution date, o if the Pool Balance is greater than 50% of the initial Pool Balance, the sum of that Pool Balance and the required minimum balance of the Reserve Fund for that distribution date, or o if the Pool Balance is less than or equal to 50% of the initial Pool Balance, that Pool Balance. "Pool Balance" for any date means the aggregate principal balance of the student loans held by the trust on that date, including accrued interest that is expected to be capitalized, as reduced by the principal portion of: o all payments received by the trust through that date from borrowers, the guarantee agencies and the Department of Education, o all amounts received by the trust through that date from purchases of student loans, o all liquidation proceeds and realized losses on the student loans through that date, o the amount of any adjustment to balances of the student loans that a subservicer makes under its subservicing agreement through that date, and o the amount by which guarantor reimbursements of principal on defaulted student loans through that date are reduced from 100% to 98%, or other applicable percentage, as required by the risk sharing provisions of the Higher Education Act. FLOW OF FUNDS On the third business day before each distribution date or auction rate distribution date, the issuer administrator will provide the indenture trustee with certain information as to the preceding collection period, including the amount of funds received on account of the trust's student loans and available in the Collection Fund. On each monthly servicing payment date that is not a distribution date, the issuer administrator will instruct the indenture trustee to pay to the master servicer any servicing fees due for the period from and including the preceding monthly servicing payment date or distribution date from amounts on deposit in the Collection Fund. On each distribution date or auction rate distribution date, as applicable, prior to an event of default under the indenture, the issuer administrator will instruct the indenture trustee to make the following deposits and distributions, to the extent funds are available, in the following order: o to the master servicer, the indenture trustee, the auction agent, the broker dealers and the Delaware trustee, pro rata, the servicing fees, the trustees' fees and auction agent fees and broker dealer fees due on that distribution date or auction rate distribution date; o to the issuer administrator, any administration fees due on that distribution date and all prior unpaid administration fees; o [to the LIBOR note derivative product agreement counterparties, any fees due on that distribution date and all prior unpaid fees;] o to the class A-1, class A-2, class A-3 and class A-4 noteholders, pro rata, to pay interest due on the class A-1, class A-2, class A-3 and class A-4 notes; o to the class B noteholders to pay interest due on the class B notes; o to the class A-1 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-1 notes is reduced to zero; o to the class A-2 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-2 notes is reduced to zero; o to the class A-3 noteholders, to pay the principal distribution amount until the outstanding balance on the class A-3 notes is reduced to zero; o to the class A-4 noteholders, in lots of $50,000, to pay the principal distribution amount until the outstanding balance on the class A-4 notes is reduced to zero; o to the class B noteholders, in lots of $50,000, to pay the principal distribution amount until the outstanding balance on the class B notes is reduced to zero; o to the Reserve Fund, the amount, if any, necessary to restore the Reserve Fund to the Reserve Fund minimum balance; o [to the counterparties on the LIBOR note derivative product agreements any unreimbursed payments made by the counterparties under the terms of the related LIBOR note derivative product agreement plus interest on such amounts;] o to the master servicer, any unpaid carry-over servicing fee; and o to the sponsor, any remaining amounts. If an event of default occurs under the indenture, payments will not be made in the order described above. Instead, payments will be made as described in the prospectus under "Summary of the Indenture Provisions - Remedies on Default." CREDIT ENHANCEMENT RESERVE FUND A deposit will be made to the Reserve Fund on the date the notes are issued in an amount equal to $__________. On each distribution date, to the extent that money in the Collection Fund is not sufficient to pay certain of the trust's operating expenses, including servicing fees, trustees' fees, administration fees[, LIBOR note derivative product agreement fees,] and the interest then due on the notes, the amount of the deficiency will be paid directly from the Reserve Fund. Money withdrawn from the Reserve Fund will be restored through transfers from the Collection Fund as available. The Reserve Fund is subject to a minimum amount equal to the greater of __% of the outstanding Pool Balance as of the close of business on the last day of the related collection period, or $__________ which amount may be satisfied with cash or permitted securities. The Reserve Fund is intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses. In some circumstances, however, the Reserve Fund could be reduced to zero. Except on the final maturity date of a class of notes, amounts on deposit in the Reserve Fund, other than amounts in excess of the Reserve Fund minimum balance that are transferred to the Collection Fund, will not be available to cover any principal payment shortfalls. On the final maturity date of a class of notes, amounts on deposit in the Reserve Fund will be available to pay principal on the notes and accrued interest. SUBORDINATED NOTES The class B notes are subordinate notes. The rights of the class B noteholders to receive payments of interest are subordinated to the rights of the class A noteholders to receive payments of interest. Similarly, the rights of the class B noteholders to receive payments of principal are subordinated to the rights of the class A noteholders to receive payments of principal. This subordination is intended to enhance the likelihood of regular receipt by the class A noteholders of the full amount of the payments of interest and principal due them and to protect the class A noteholders against losses. See "Description of Credit Enhancement - Subordinate Notes" in the prospectus. [INTEREST RATE CAP DERIVATIVE AGREEMENT] [On the closing date the trust will enter into an interest rate cap derivative agreement with _______________. The interest rate cap derivative agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement.] [The interest rate cap derivative agreement will terminate on the earlier of the ____________ distribution date and the date on which the interest rate cap derivative agreement terminates in accordance with its terms due to an early termination.] [Under the terms of the interest rate cap derivative agreement, the trust will pay ________________, as the derivative counterparty, from the net proceeds of the sale of the notes a payment of $__________ to purchase the interest rate cap derivative agreement. On the third business day before each distribution date to and including the ______, 20__ distribution date, _____________ will pay to the trust for deposit into the collection fund an amount, calculated on a quarterly basis, equal to the product of (a) the excess, if any, of (i) three-month LIBOR as determined for the interest accrual period related to the applicable distribution date, over (ii) ___% and (b) a notional amount equal to $__________.] [For this purpose, three-month LIBOR for each interest accrual period will be determined using the same formula as described above in "Description of the Notes - Interest Payments" and as of the LIBOR determination date for that interest accrual period as described in "Description of the Notes - Calculation of LIBOR."] [MODIFICATIONS AND AMENDMENT OF THE INTEREST RATE CAP DERIVATIVE AGREEMENT] [No amendment, modification or waiver to the interest rate cap derivative agreement may be entered into or will be effective unless written confirmation is received from the rating agencies then rating the notes that such amendment, modification or waiver will not cause a reduction, suspension or withdrawal of the then-current ratings of the notes.] [DEFAULT UNDER THE INTEREST RATE CAP DERIVATIVE AGREEMENT] [Events of default under the interest rate cap derivative agreement are limited to: o the failure of the derivative counterparty to pay any amount when due under the derivative agreement after giving effect to the applicable grace period, o the occurrence of events of insolvency or bankruptcy of the trust or the derivative counterparty, o the acceleration of the principal of the notes following an event of default under the indenture, and o the following other standard events of default under the 1992 ISDA Master Agreement: "Credit Support Default" (not applicable to the trust) and "Merger Without Assumption" (not applicable to the trust), as described in Sections 5(a)(iii) and 5(a)(viii) of the 1992 ISDA Master Agreement.] [TERMINATION EVENTS] [Termination events under the interest rate cap derivative agreement include the following standard events under the 1992 ISDA Master Agreement (none of which applies to the trust): "Illegality," which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the interest rate cap derivative agreement; "Tax Event," which generally relates to either party to the interest rate cap derivative agreement receiving a payment under the interest rate cap derivative agreement from which an amount has been deducted or withheld for or on account of taxes; "Tax Event Upon Merger"; "Credit Event Upon Merger"; and the additional termination event described below.] [ADDITIONAL TERMINATION EVENT] [The interest rate cap derivative agreement will include an additional termination event relating to withdrawal or downgrade of the derivative counterparty's credit rating. This additional termination event will occur if: o the counterparty, financial program or long-term senior debt rating, as the case may be, of the derivative counterparty is withdrawn or downgraded below "A" by Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, Inc., or by Fitch Ratings (to the extent available) or any successor rating agency or "A2" by Moody's Investors Services, Inc. or any successor rating agency; and o the derivative counterparty has not, within 45 days of the withdrawal or downgrade, procured a collateral arrangement, a replacement transaction or a rating affirmation. For purposes of this additional termination event: o A collateral arrangement means any of: o An executed collateral agreement between the parties providing for the collateralization of the derivative counterparty's obligations under the interest rate cap derivative agreement as measured by the net present value of the derivative counterparty's marked-to-market obligations. The collateral, collateral levels, collateral agent, if any, and other terms of the collateral agreement must be satisfactory to the derivative counterparty and the trust in their reasonable judgment and to the rating agency whose rating was lowered or withdrawn. o A letter of credit, guaranty or surety bond or insurance policy covering the derivative counterparty's obligations under the interest rate cap derivative agreement from a bank, guarantor or insurer having a debt rating, or a financial program or counterparty rating or claims paying rating, of at least "A" by S&P and "A2" by Moody's. o A replacement transaction means a transaction with a replacement counterparty who assumes the derivative counterparty's position under the interest rate cap derivative agreement on substantially the same terms or with such other amendments to the terms of the interest rate cap derivative agreement as may be approved by the parties and each of the rating agencies. o A rating affirmation means a written acknowledgement from the rating agency whose rating was lowered or withdrawn that, notwithstanding the withdrawal or downgrade, the then-current ratings of the notes will not be lowered.] [EARLY TERMINATION OF THE INTEREST RATE CAP DERIVATIVE AGREEMENT] [Upon the occurrence of any default under the interest rate cap derivative agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date upon the occurrence of that default or termination event.] [Upon any early termination of the interest rate cap derivative agreement, either the trust or the counterparty may be liable to make a termination payment to the other, regardless of which party has caused that termination. The amount of that termination payment will be based on the value of the transaction under the interest rate cap derivative agreement computed in accordance with the procedures in, and limited by the terms of, the interest rate cap derivative agreement. In the event that the trust is required to make a termination payment, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes and to the replenishment of the Reserve Fund to the minimum required balance.] [DERIVATIVE COUNTERPARTY] [For a description of the interest rate cap derivative agreement counterparty, __________, see "LIBOR Note Derivative Product Agreements--Counterparties" below.] [LIBOR NOTE DERIVATIVE PRODUCT AGREEMENTS] [PAYMENTS UNDER THE AGREEMENTS] [On the closing date, the trust will enter into LIBOR note derivative product agreements with each of __________ and __________. for its class A-1, class A-2 and class A-3 notes. Each agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement. These LIBOR note derivative product agreements will terminate on the final distribution date or, if earlier, the date on which the agreements terminate in accordance with their terms due to an early termination.] [Under the terms of the LIBOR note derivative product agreements, each counterparty will pay to the trust, on or before the third business day preceding each distribution date while the LIBOR note derivative product agreements are still in effect, an amount calculated on a quarterly basis equal to 50% of the sum of: o the excess, if any, of the interest rate on the class A-1 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-1 notes; plus o the excess, if any, of the interest rate on the class A-2 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-2 notes; plus o the excess, if any, of the interest rate on the class A-3 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-3 notes.] [The maximum amount payable to the trust under the LIBOR note derivative product agreements will equal 50% of the outstanding principal balance of the class B notes. Each counterparty's maximum obligation, as of any date, under its LIBOR note derivative product agreement will equal one-half of that maximum amount, less the payments made previously under its LIBOR note derivative product agreement net of the amount of any payments (other than interest) made by the trust to reimburse payments made by that counterparty.] [For this purpose: o The "adjusted student loan rate" for any interest accrual period will be the percentage equivalent of a fraction, o the numerator of which is equal to Expected Interest Collections for the collection period related to such interest accrual period, less the servicing fee, the trustees' fees, the administration fee and any fees due to LIBOR note derivative product counterparties with respect to the interest accrual period and o the denominator of which is the Pool Balance as of the first day of the collection period related to such interest accrual period, multiplied by the quotient obtained by dividing 360 by the actual number of days in the interest accrual period.] o ["Expected Interest Collections" means the sum of: o the amount of interest accrued, net of amounts required to be paid to the Department of Education or to be repaid to guarantors or borrowers, for the trust's student loans for the collection period related to such interest accrual period, whether or not actually paid; o all interest benefit payments and special allowance payments for the trust's student loans for the collection period related to such interest accrual period, whether or not actually received; and o investment earnings of the trust for the collection period related to such interest accrual period preceding the related distribution date. o The "Notional Principal Amount" for any distribution date for each of the class A-1, class A-2, class A-3, class A-4 or class B notes will be the outstanding principal balance of those notes on the first day of the interest accrual period immediately preceding that distribution date.] [FEES AND REIMBURSEMENT] [Under the LIBOR note derivative product agreements the trust will pay to the counterparties from the Collection Fund, on each distribution date while the agreements are still in effect, a fee in the aggregate equal to: o ___% per annum on the Notional Principal Amount for the class A-1 notes; plus o ___% per annum on the Notional Principal Amount for the class A-2 notes; plus o ___% per annum on the Notional Principal Amount for the class A-3 notes.] [In addition, each counterparty will be entitled to be reimbursed by the trust for payments made by such counterparty under the terms of the related LIBOR note derivative product agreement, together with interest, in the priority described under "Description of the Notes - Flow of Funds."] [MODIFICATIONS AND AMENDMENT OF THE LIBOR NOTE DERIVATIVE PRODUCT AGREEMENTS] [No amendment, modification or waiver to the LIBOR note derivative product agreements may be entered into or will be effective unless written confirmation is received from the rating agencies then rating the notes that such amendment, modification or waiver will not cause a reduction, suspension or withdrawal of the then-current ratings of the notes.] [CONDITIONS PRECEDENT] [The obligation of the trust to pay amounts due under the LIBOR note derivative product agreements will be subject to the condition that no default under the LIBOR note derivative product agreements has occurred and is continuing.] [Each counterparty's obligation to pay amounts they owe will not be subject to such a condition unless principal of the notes has been accelerated following an event of default under the indenture or an early termination under the LIBOR note derivative product agreements has occurred.] [DEFAULT UNDER THE LIBOR NOTE DERIVATIVE PRODUCT AGREEMENTS] [Events of default under the LIBOR note derivative product agreements are limited to: o the failure of the trust or a counterparty to pay any amount when due under a LIBOR note derivative product agreement after giving effect to the applicable grace period; provided, that with respect to the trust, the trust has available, after all prior obligations of the trust, sufficient funds to make the payment, o the occurrence of events of insolvency or bankruptcy of the trust or a counterparty, o the failure of the trust to comply with certain terms and provisions of the indenture if such failure is continuing after any applicable grace period has elapsed, o an acceleration of the principal of the notes following an event of default under the indenture, and o the following other standard events of default under the 1992 ISDA Master Agreement: "Credit Support Default" and "Merger Without Assumption" (not applicable to the trust), as described in Sections 5(a)(iii) and 5(a)(viii) of the 1992 ISDA Master Agreement.] [TERMINATION EVENTS] [Termination events under the LIBOR note derivative product agreements include the following standard events under the 1992 ISDA Master Agreement: "Illegality," which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under a derivative product agreement; "Tax Event," which generally relates to either party to a derivative product agreement receiving a payment under a derivative product agreement from which an amount has been deducted or withheld for or on account of taxes; "Tax Event Upon Merger" (not applicable to the trust); "Credit Event Upon Merger" (not applicable to the trust); and the additional termination event described below.] [ADDITIONAL TERMINATION EVENT] [Each LIBOR note derivative product agreement will include an additional termination event relating to withdrawal or downgrade of a counterparty's credit rating. This additional termination event will occur if: o a long-term certificates of deposit or long-term senior debt rating, as the case may be, of the counterparty is withdrawn or downgraded below "A" by Standard & Poor's Credit Market Services, a division of The McGraw-Hill Companies, Inc., or by Fitch Ratings (to the extent available) or any successor rating agency or "A2" by Moody's Investors Service, Inc. or any successor rating agency; and o a counterparty has not, within 45 days of the withdrawal or downgrade, procured a collateral arrangement, a replacement transaction or a rating affirmation. For purposes of this additional termination event: o A collateral arrangement means either: o An executed collateral agreement between the parties providing for the collateralization of the counterparty's obligations under an agreement as measured by the net present value of the counterparty's marked-to-market obligations. The collateral, collateral levels, collateral agent and other terms of the collateral agreement must be satisfactory to the counterparty and the trust in their reasonable judgment and to the rating agency whose rating was lowered or withdrawn. o A letter of credit, guaranty or surety bond or insurance policy covering the counterparty's obligations under an agreement from a bank, guarantor or insurer having a debt rating, or a financial program or counterparty rating or claims paying rating, of at least "A" by S&P and "A2" by Moody's. o A replacement transaction means a transaction with a replacement counterparty who assumes the counterparty's position under a LIBOR note derivative product agreement on substantially the same terms or with such other amendments to the terms of the LIBOR note derivative product agreement as may be approved by the parties and each of the rating agencies. o A rating affirmation means a written acknowledgment from the rating agency whose rating was lowered or withdrawn that, notwithstanding the withdrawal or downgrade, the then-current ratings of the notes will not be lowered.] [EARLY TERMINATION OF A LIBOR NOTE DERIVATIVE PRODUCT AGREEMENT] [Upon the occurrence of any default under a LIBOR note derivative product agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date upon the occurrence of that default or termination event. The trust may not designate an early termination date without the consent of the issuer administrator.] [Upon any early termination of a LIBOR note derivative product agreement, either the trust or a counterparty may be liable to make a termination payment to the other, regardless of which party has caused that termination. The amount of that termination payment will be based on the value of the transactions under the LIBOR note derivative product agreement computed in accordance with the procedures in, and limited by the terms of, the LIBOR note derivative product agreement. In the event that the trust is required to make a termination payment following a default resulting from a default by the trust in payment of the fee, the payment will be payable in the same order of priority as any amount payable to the applicable counterparty. However, in the event that a termination payment is owed to the applicable counterparty following any other default of the trust, a default resulting from a default of that counterparty or a termination event, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes and to the replenishment of the Reserve Fund to the minimum required balance.] [COUNTERPARTIES] [describe counterparties] [THE INFORMATION IN THE PRECEDING PARAGRAPHS HAS BEEN PROVIDED BY ____________________ AND _________________ AND IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE CONSTRUED AS REPRESENTATIONS BY THE SELLER OR THE UNDERWRITERS. EXCEPT FOR THE FOREGOING PARAGRAPHS, ________________. HAVE NOT BEEN INVOLVED IN THE PREPARATION OF, AND DO NOT ACCEPT RESPONSIBILITY FOR, THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.] [NOTE INSURANCE] [The trust will obtain note insurance for the [class ___ notes] which will insure timely payments of interest and payments of principal. Principal payments will be insured by the insurance provider on the following basis: [describe terms of insurance] The amount of the note insurance will be ___% of the aggregate initial principal amount of the [class __ notes] [student loans]. The amount available under the note insurance policy on any subsequent distribution date will be [the initial amount minus the sum of all of the prior claims under the policy] [___% of the then existing principal amount of the [class ___ notes] [student loans]]. [The insurance provider is [name of note insurance provider] which is a member of [name of insurance group]. The claims paying ability of the [name of insurance provider] [name of insurance group] is rated "____" by the [name of rating agency]. The address of the insurance provider is [address].] [LETTER OF CREDIT] [We will obtain an irrevocable [standby] [direct pay] letter of credit from [name of bank]. The letter of credit will protect [class ___] noteholders against losses on student loans to the maximum of the stated amount of the letter of credit. The initial letter of credit will expire no earlier than ___________.] [The initial amount of the letter of credit will be ___% of the aggregate initial principal amount of the [class ___ notes] [student loans]. The amount available under the letter of credit on any distribution date will be equal to this initial amount minus the sum of all of the prior draws under the letter of credit to cover any shortfall between the amounts payable to the [class __] noteholders [and the class ___ noteholders].] [We will be required to renew or replace the letter of credit before its expiration until the [designate class] notes are no longer outstanding. If we do not renew or replace a letter of credit before the expiration of the then existing letter of credit, the trustee will draw under the letter of credit an amount equal to the full amount available under the indenture and will transfer those funds to a separate trust fund. Thereafter, the [trustee] will be entitled to withdraw those funds on each distribution date if and to the extent draws would have been required under the letter of credit.] [The long-term debt of the bank issuing the letter of credit is rate "___" by [name of rating agency] [and "___" by [name of rating agency]]. For the year ended [end of fiscal year], the issuing bank reported total assets of $__________, total deposits of $________ and total capital and reserves of $_________. Upon request to [name of issuing bank], a copy of the annual report of [name of issuing bank] may be obtained [without charge] from [name of issuing bank] at [address].] [SURETY BONDS] [We will obtain a surety bond in the amount of $_________ with respect to the notes in favor of the trustee solely on behalf of the holders of the [class ___] notes. The surety bond will provide for coverage of timely payment of all interest and ultimate payment of all principal due on the related class ___ notes. The trust will pay $________ to the issuer of the surety bond.] ERISA CONSIDERATIONS The notes may be acquired by, or on behalf of, employee benefit plans or other retirement arrangements which are subject to Title I of ERISA and/or Section 4975 of the Code, (each a "Plan") provided the proposed transfer and/or holding of a note will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or such prohibited transaction will be covered under an individual or class prohibited transaction exemption including, but not limited to, Department of Labor Prohibited Transaction Class Exemption ("PTCE") 84-14 (regarding plan asset transactions determined by independent qualified professional asset managers); PTCE 91-38 (regarding certain transactions involving bank collective investment funds); PTCE 90-1 (regarding certain transactions involving insurance company pooled separate accounts), PTCE 95-60 (regarding certain transactions involving insurance company general accounts), and PTCE 96-23 (regarding plan asset transactions determined by in-house asset managers) ("Investor-Based Exemption"). An acquisition of a note by an investor shall be deemed a representation that such investor is either not a Plan or that if it is a Plan that no prohibited transaction will result from the acquisition and/or holding of the note which will not be covered by an Investor-Based Exemption or some other applicable exemption. See the discussion of additional considerations regarding the acquisition and/or holding of the notes by Plans and other retirement arrangements not subject to ERISA under "ERISA Considerations" in the prospectus. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS On the closing date, Stroock & Stroock & Lavan LLP, New York, New York will render, with respect to the notes, its opinion to the effect that the notes will be treated as debt of the trust, rather than as an interest in the student loans, and that the trust will not be characterized as an association or publicly traded partnership taxable as a corporation each for federal income tax purposes. Such opinion is not binding on the Internal Revenue Service and there is no assurance that such characterization would prevail if challenged. See "Federal Income Tax Consequences" in the prospectus. REPORTS TO NOTEHOLDERS Periodic reports concerning College Loan Corporation Trust 20__-_ will be delivered to noteholders. Generally, you will receive those reports not from the trust, but through Cede & Co., as nominee of The Depository Trust Company and registered holder of the notes. See "Book-Entry Registration" in the prospectus. The trust will file with the SEC periodic reports required under the Securities Exchange Act of 1934 and SEC rules. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Statements in this prospectus supplement and the prospectus, including those concerning expectations as to the trust's ability to purchase eligible student loans, to structure and to issue competitive securities, the trust's ability to pay notes, and certain other information presented in this prospectus supplement and the prospectus, constitute "forward looking statements," which represent the sponsor's expectations and beliefs about future events. Actual results may vary materially from such expectations. For a discussion of the factors which could cause actual results to differ from expectations, please see the caption entitled "Risk Factors" in this prospectus supplement and in the prospectus. PLAN OF DISTRIBUTION Subject to the terms and conditions set forth in the underwriting agreement dated as of _______, 20__, among the trust and the underwriters, the trust has agreed to sell to each of the underwriters, and each of the underwriters has agreed to purchase from the trust, the principal amount of the notes set forth opposite its name. Class A-1 Class A-2 Class A-3 Class A-4 Class B UNDERWRITER NOTES NOTES NOTES NOTES NOTES [insert name of each $ $ $ $ $ underwriter] Total $ $ $ $ $ The underwriters have agreed to purchase all of the notes listed above if any of the notes are purchased. The underwriters have advised that they propose to offer the notes to the public initially at the respective offering prices set forth below and on the cover page of this prospectus supplement, and to certain dealers at these prices less concessions not in excess of the concessions listed below. The underwriters may allow and such dealers may reallow concessions to other dealers not in excess of the reallowances listed below. After the initial public offering, these prices and concessions may change.

The prices and proceeds shown in the table do not include any accrued interest. The actual prices and proceeds will include interest, if any, from the closing date. Until the distribution of notes is completed, the rules of the SEC may limit the ability of the underwriters and selling group members to bid for and purchase the notes. As an exception to these rules, the underwriters are permitted to engage in transactions that stabilize the price of the notes. These transactions consist of bids of purchase for the purpose of pegging, fixing or maintaining the price of the notes. Purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. In addition, the underwriters may impose a penalty bid on the broker-dealers who sell the notes. This means that if an underwriter purchases notes in the open market to reduce a broker-dealer's short position or to stabilize the prices of the notes, it may reclaim the selling concession from the broker-dealer who sold those notes as part of the offering. In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of a note to be higher than it might be in the absence of such transactions. Neither the trust nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the notes. In addition, neither the trust nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. The underwriters have advised that they presently intend to make a market in the notes; however, they are not obligated to do so. In addition, any market-making may be discontinued at any time, and an active public market for the notes may not develop. From time to time, the underwriters or their affiliates may perform investment banking and advisory services for, and may provide general financing and banking services to, the trust's affiliates. The underwriting agreement provides that College Loan LLC will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, and the trust has agreed to reimburse the underwriters for the fees and expenses of their counsel. LEGAL MATTERS Certain legal matters, including certain income tax matters, will be passed upon for College Loan Corporation Trust 20__-__ by Stroock & Stroock & Lavan, LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by __________________. PROSPECTUS COLLEGE LOAN CORPORATION TRUST I ISSUER COLLEGE LOAN CORPORATION DEPOSITOR AND ISSUER ADMINISTRATOR STUDENT LOAN ASSET-BACKED NOTES College Loan Corporation Trust I will issue notes from time to time in one or more series. The specific terms of the notes included in each series, along with information relating to the outstanding notes of each previously issued series, will be described in a supplement to this prospectus. The trust has issued previously other series of notes and has used the proceeds it received to acquire portfolios of student loans. Proceeds from the sale of future notes also will be used to acquire portfolios of student loans. All student loans acquired by the trust will have been originated by eligible lenders under the Federal Family Education Loan Program. Those student loans will be pledged to secure repayment of the notes. The notes will be limited obligations of the trust payable solely from the student loans that the trust acquires and the other assets of the trust. The notes will not be guaranteed by any other person. You should read this prospectus and any prospectus supplement carefully before you invest. This prospectus may be used to offer and sell the notes only if it is accompanied by a prospectus supplement. Offers of the notes may be made by different methods, including offerings through underwriters, as more fully described under "Plan of Distribution" below and in the related prospectus supplement. Unless otherwise indicated for a series of the notes, the notes will not be listed on a national securities exchange. The date of this prospectus is ________ __, 2003. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement filed with the Securities and Exchange Commission. Notes may be sold in one or more offerings pursuant to the registration statement. College Loan Corporation Trust I will issue notes from time to time in one or more series. The trust has previously issued other series of notes. All notes that the trust issued previously and all notes that the trust will issue in the future will be secured by a common pool of student loans that the trust has acquired and will acquire with the proceeds from the sale of the notes. This prospectus provides you with a general description of the notes the trust has offered previously and may offer in the future. Each time notes are sold, we will provide a prospectus supplement relating to the series of notes being offered that will include: o a description of the aggregate principal amount, authorized denominations and interest rate or rates, or the manner of determining the interest rate or rates, of each series of the notes to be sold o information concerning the student loans underlying the notes o information with respect to any notes the trust may have previously issued that are secured by a common pool of assets that secure payment of the notes described in the prospectus supplement o information concerning the guarantee agencies providing guarantees for the student loans o information concerning the companies engaged to service the student loans o information with respect to any credit or cash flow enhancements designed to reduce the risk to investors caused by shortfalls in payments on the student loans o any updates or changes to the information presented in this prospectus. You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. No person is authorized to provide you with different information. Notes will not be offered for sale in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date appearing on the front cover of those documents. ---------------------------------------------------------------- TABLE OF CONTENTS TO PROSPECTUS ---------------------------------------------------------------- ABOUT THIS PROSPECTUS........................................................i SUMMARY OF THE OFFERING.....................................................ii RISK FACTORS.................................................................1 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS...........................11 FORMATION OF THE TRUST......................................................11 THE SPONSOR.................................................................12 THE ISSUER ADMINISTRATOR....................................................12 DESCRIPTION OF THE NOTES....................................................14 SECURITY AND SOURCES OF PAYMENT FOR THE NOTES...............................22 BOOK-ENTRY REGISTRATION.....................................................32 ADDITIONAL NOTES............................................................37 ADDITIONAL INDENTURE OBLIGATIONS............................................37 SUMMARY OF THE INDENTURE PROVISIONS.........................................38 DESCRIPTION OF CREDIT ENHANCEMENT AND SWAP AGREEMENTS.......................53 DESCRIPTION OF THE FEDERAL FAMILY EDUCATION LOAN PROGRAM....................55 DESCRIPTION OF THE GUARANTEE AGENCIES.......................................69 THE TRUSTEE AND THE ELIGIBLE LENDER TRUSTEE.................................76 THE DELAWARE TRUSTEE........................................................76 FEDERAL INCOME TAX CONSEQUENCES.............................................77 ERISA CONSIDERATIONS........................................................82 PLAN OF DISTRIBUTION........................................................83 LEGAL MATTERS...............................................................84 FINANCIAL INFORMATION.......................................................84 RATINGS.....................................................................84 INCORPORATION OF DOCUMENTS BY REFERENCE; WHERE TO FIND MORE INFORMATION.....85 GLOSSARY OF TERMS...........................................................86 APPENDIX I - GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES..94 SUMMARY OF THE OFFERING The following summary highlights selected information from this prospectus but does not contain all of the information you should consider before making an investment decision. Before deciding to purchase any notes, you should read the more detailed information appearing in this prospectus and in the related prospectus supplement. OVERVIEW College Loan Corporation Trust I is a Delaware statutory trust that has sold, and will from time to time continue to sell, notes in one or more series, and has purchased, and will continue to purchase, pools of student loans with the proceeds received from these sales. Unlike other issuers that create separate trusts each time they sell securities, all of the notes we sell will be secured by all the student loans we acquire and pledge under the indenture. The priority of payments among the various series of notes sold by the trust will be described in the related prospectus supplement. These payments will come principally from amounts received on the student loans held by the trust. PRIOR NOTES Each prospectus supplement will provide certain information describing each series of notes issued by the trust that will be outstanding on the date of the prospectus supplement. This information will include: o name and designations of each series o date that the series was issued o original principal amount o outstanding principal amount o interest rate or method used to determine the interest rate o legal final maturity date o whether the notes are senior, subordinate or junior subordinate notes PARTIES ISSUER: College Loan Corporation Trust I, a Delaware statutory trust formed under a trust agreement between the sponsor and the Delaware trustee. DEPOSITOR: College Loan Corporation. You may contact College Loan Corporation at 16855 West Bernardo Drive, San Diego, California 92127, or by phone by contacting Investor Relations at (888) 972-6311. SERVICERS: The servicers of the student loans will be identified in each prospectus supplement. We may replace any servicer with one or more new servicers or add one or more new servicers not listed in a prospectus supplement under certain circumstances. ISSUER ADMINISTRATOR: College Loan Corporation will provide certain administrative services for the trust. ELIGIBLE LENDER TRUSTEE AND TRUSTEE: Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) is the eligible lender trustee for the trust and also is the trustee under the indenture governing the trust's issuance of notes. DELAWARE TRUSTEE: Wilmington Trust Company acts as the Delaware trustee for the trust. INTEREST RATES The prospectus supplement will describe the interest that will be paid on the notes. The interest rate may be fixed for the full term of the notes, or the interest rate may be subject to periodic adjustment as described below. AUCTION RATE NOTES. The trust may issue series of notes that bear interest at a rate determined by auction. The initial interest rate for these auction rate notes, or the method for determining the initial interest rate, will be described in the related prospectus supplement. The interest rates for the auction rate notes will be reset at the end of each interest period pursuant to the auction procedures. The auction procedures are summarized and an example of an auction is included under "Description of the Notes--Auction rate notes." INDEX RATE NOTES. The trust may issue series of notes that bear interest at a rate determined by reference to LIBOR, by reference to United States Treasury Securities, by reference to a commercial paper index or by reference to another index described in a prospectus supplement. These notes will bear interest at an initial rate described in the prospectus supplement. Thereafter, the interest rate for LIBOR rate notes will be determined periodically by reference to the designated LIBOR rate, the interest rate for treasury rate notes will be determined periodically by reference to the rate of interest paid on designated U.S. Treasury securities, the interest rate for commercial paper notes will be determined by reference to the designated commercial paper index and the interest rate for other index rate notes will be determined periodically by reference to the index described in a prospectus supplement. See "Description of the Notes--LIBOR rate notes" and "--Treasury rate notes" in this prospectus. ACCRUAL NOTES. The trust may issue one or more series of accrual notes. Accrual notes will not be entitled to receive payments of interest during the designated accrual period. Instead, interest accrued on the accrual notes will be capitalized and added to their principal balance. The rate of interest to be accrued and the accrual period will be specified in the related prospectus supplement. See "Description of the Notes--Accrual notes" in this prospectus. ORIGINAL ISSUE DISCOUNT NOTES. The trust may issue series of notes at a discount from the principal amount payable at maturity that pay no interest or interest at a rate that is below market rates at the time of issuance. The interest paid on these original issue discount notes, if any, and the yield to maturity of the original issue discount notes, will be described in the related prospectus supplement. See "Description of the Notes--Original issue discount notes" in this prospectus. PAYMENTS ON THE NOTES The trustee will make payments of principal and interest due on the notes on behalf of the trust solely from the assets held by the trust. The assets of the trust will consist of a pool of student loans, payments made on the student loans and funds in accounts held by the trustee under the indenture. Interest and principal on the notes will be paid on the dates specified in the related prospectus supplement. The principal balance of the notes of each series will be payable in full on the stated maturity date, unless earlier redeemed or repaid as described in this prospectus or in the related prospectus supplement. Principal payments received on student loans will be used to make principal payments on the notes. OPTIONAL PURCHASE If provided in the applicable prospectus supplement, we may, at our option, purchase, or arrange for the purchase of, some or all of the student loans owned by the trust on any payment date when the outstanding principal amount of one or more series of notes declines to the level specified in that prospectus supplement. Our exercise of this purchase option will result in the early retirement of the series of notes specified in the related prospectus supplement. See "Summary of the Indenture Provisions--Sale of student loans held in trust estate" in this prospectus. REDEMPTION PROVISIONS MANDATORY REDEMPTION. If the proceeds from the sale of a series of notes are not used to purchase student loans within the period of time specified in a prospectus supplement, those remaining proceeds will be used to redeem notes. The principal payments received on the student loans and, until the principal balance of the student loans reaches a specified minimum percentage of the principal balance of the outstanding notes, interest received on the student loans, after deducting all required payments, will be used to redeem the notes. OPTIONAL REDEMPTION. Notes may be redeemed from interest payments received on student loans that are not needed to pay interest on the notes and the trust's expenses. In addition, the trust may sell some or all of its student loans for not less than their principal balance plus any unamortized premium and accrued interest and use the proceeds to redeem some or all of its notes. A prospectus supplement relating to a series of notes may describe restrictions on our ability to sell student loans and redeem notes. PARTIAL REDEMPTION. If less than all of the notes of any series are to be redeemed, we will determine the series of notes that will be redeemed. Generally, senior notes will be redeemed before subordinate notes. A supplemental indenture may provide for the issuance of junior subordinate notes, and if so, subordinate notes generally will be redeemed before junior subordinate notes. However, we may have the option of redeeming some or all of the subordinate notes before all of the senior notes are redeemed, and may redeem some or all of the junior subordinate notes before all the senior notes and subordinate notes are redeemed, if specified ratios of assets to liabilities of the trust exceed levels specified in the prospectus supplement. See "Description of the Notes--Notice and partial redemption of notes" in this prospectus. ADDITIONAL REDEMPTION PROVISIONS. As a general rule, we will not redeem any series of notes bearing interest based upon an auction rate unless we have redeemed previously each series of notes that bear interest based upon a different method that are secured on a parity with the auction rate notes that we will be redeeming. This rule may be amended for one or more series of notes to the extent described in the prospectus supplement relating to those notes. We also may amend this rule if each rating agency rating our notes indicates that the proposed amendment will not cause the rating agency to lower or withdraw its rating on each series of our notes. STUDENT LOAN ASSETS The student loans that comprise the assets of the trust will be held by the eligible lender trustee on behalf of the trust. The student loans will have been originated under the Federal Family Education Loan Program to pay costs incurred by students enrolled in qualified, accredited institutions of higher education. The characteristics of the portfolio of student loans to be acquired by the trust with the proceeds of the notes of any series, and the characteristics of any existing portfolio held by the trustee for the trust, will be described in the related prospectus supplement. STUDENT LOAN GUARANTEES The payment of principal and interest on all of the student loans that comprise the assets of the trust will be guaranteed by designated guarantee agencies and will be reinsured by the United States Department of Education pursuant to the Higher Education Act. This guarantee, however, is contingent upon compliance with a variety of regulations concerning origination and servicing of the loans. Failure to follow these regulations may result in the guarantee claim for a loan being denied. Student loans originated prior to October 1, 1993 are fully guaranteed as to principal and accrued interest. Student loans originated after October 1, 1993 are guaranteed as to 98% of principal and accrued interest. The Higher Education Act provides that if the Secretary of Education determines that a guarantee agency is unable to meet its obligations to holders of loans, such as the trustee, then the holders may submit guarantee claims directly to the Department of Education. The Department of Education is required to pay the guarantee agency's full insurance obligation to the holders until the obligations are transferred to a new guarantee agency capable of meeting the obligations, or until a qualified successor guarantee agency assumes the obligations. Delays in receiving reimbursement could occur if a guarantee agency fails to meet its obligations. SUBORDINATE NOTES The rights of the owners of subordinate notes to receive payments of principal and interest will be subordinated to the rights of the owners of senior notes issued by the trust to receive payments of principal and interest. The rights of the owners of any junior subordinate notes issued by the trust to receive payments of principal and interest will be subordinated to the rights of the owners of subordinate notes and senior notes issued by the trust to receive payments of principal and interest. This subordination is intended to enhance the likelihood that the owners of more senior notes will regularly receive the full amount of payments of principal and interest due them and to protect the owners against losses. FUNDS The indenture governing the notes creates the following funds: ACQUISITION FUND. Most of the proceeds from the issuance of a series of notes will be deposited into an Acquisition Fund. The trust will use these funds to originate or acquire the student loans that secure the notes. If so provided in a prospectus supplement, during an acquisition period specified in the prospectus supplement, also known as a prefunding period, we will use a specified percentage of the proceeds in the Acquisition Fund to originate or purchase additional portfolios of student loans, to originate or purchase serial loans and to originate consolidation loans. The acquisition period will begin on the date the notes are issued and end on the earlier of the date specified in the prospectus supplement or upon our determination that we are unable to acquire additional student loans. Funds in the Acquisition Fund that are not used by the trust to acquire student loans will be used to redeem notes as described in the related prospectus supplement. COLLECTION FUND. Funds received with respect to student loans will be deposited into the Collection Fund. We also will deposit into the Collection Fund payments we receive under any credit enhancement facilities or swap agreements. Generally, funds on deposit in the Collection Fund will be transferred to other funds and accounts, from which they will be used to pay the fees and expenses of the trust and principal and interest on the notes issued by the trust. A supplemental indenture may provide for the establishment of a capitalized interest account in the Collection Fund. Amounts in the Collection Fund also will be transferred to the Reserve Fund to the extent necessary to restore the Reserve Fund to its required minimum balance and will otherwise be used in accordance with the terms of the indenture and as described in the related prospectus supplement. ADMINISTRATION FUND. Funds in the Administration Fund will be used to pay the costs of issuing each series of notes and the trust's ongoing fees and expenses. DEBT SERVICE FUND. The Debt Service Fund is comprised of an Interest Account, a Principal Account and a Retirement Account. Funds transferred from the Collection Fund to the Debt Service Fund will be used to pay interest and principal on the notes, and to purchase or redeem notes as provided in the applicable prospectus supplement. RESERVE FUND. In connection with the issuance of each series of notes, we may deposit into the Reserve Fund the amount, if any, specified in the related prospectus supplement. The Reserve Fund will be required to be maintained at the balance specified in the related prospectus supplement from extra amounts in the Collection Fund and the Surplus Fund. Moneys in the Reserve Fund will be used to pay interest and principal on the notes and certain other obligations if funds in the Debt Service Fund are insufficient to make those payments. A reserve fund insurance policy may be provided in lieu of a deposit of moneys to the Reserve Fund if so provided in a prospectus supplement. SURPLUS FUND. Excess funds in the Collection Account not needed to make transfers or payments in any month will be transferred to the Surplus Fund and will be available on future dates to offset deficiencies in other funds or accounts. Amounts in the Surplus Fund also may be released to the sponsor or used to make indemnity payments required under a servicing agreement if, after taking into account any such release, certain asset to liability ratio tests are satisfied. These tests are described in this prospectus under the heading "Security and Sources of Payment for the Notes--Surplus Fund" but may be modified if so specified in a prospectus supplement. Additional transfers may be made from certain funds to make up deficiencies in amounts available in other funds, in the manner specified in the indenture. See "Security and Sources of Payment for the Notes" in this prospectus for additional information regarding the funds and accounts. CREDIT ENHANCEMENT AND SWAP AGREEMENTS Credit enhancement for a series of notes may be established in the form of: o insurance policies or surety bonds; o subordination of certain series or subseries of notes; o one or more reserve funds; o letters of credit; or o other arrangements acceptable to each rating agency rating the notes to provide for coverage of risks of defaults or losses. The trust may also enter into swap agreements with respect to a series of notes, such as interest rate, currency or other swaps, exchange agreements, interest rate protection agreements and other hedge agreements. The trust's obligation to make payments in connection with a swap agreement may be secured by a pledge of and lien on the assets of the trust. The source of funds and priority of payments owed in respect of a swap agreement will be specified in the applicable prospectus supplement. Any credit enhancement facility or swap agreement for a series of notes will be described in the related prospectus supplement. See "Description of Credit Enhancement and Swap Agreements" in this prospectus. REPORTS TO NOTEHOLDERS Periodic reports concerning the notes and the security for the notes will be provided to the noteholders. Those reports will not be reviewed by a certified public accounting firm. If notes are issued in book-entry form and registered in the name of Cede & Co., the nominee of The Depository Trust Company, then all reports will be provided to those entities which in turn will provide the reports to their eligible participants. Those participants will then forward the reports to the beneficial owners of notes. See "Book-Entry Registration" in this prospectus. -61- SSL-DOCS2 70088454v12 RISK FACTORS You should consider the following factors regarding your purchase of the notes. THE NOTES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS The notes are not a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment and the interaction of these factors. YOUR NOTES ARE PAYABLE SOLELY FROM THE TRUST ESTATE AND YOU WILL HAVE NO OTHER RECOURSE AGAINST US Interest and principal on your notes will be paid solely from the funds and assets held in the trust estate created under the indenture. No insurance or guarantee of the notes will be provided by any government agency or instrumentality, by any affiliate of the trust, by any insurance company or by any other person or entity, except to the extent that credit enhancement is provided for a series of notes as described in the related prospectus supplement. Therefore, your receipt of payments on the notes will depend solely o on the amount and timing of payments and collections on the student loans held in the trust estate and interest paid or earnings on the funds held in the accounts established pursuant to the indenture; o amounts on deposit in the Reserve Fund and other funds held in the trust estate; and o any form of credit enhancement described in the related prospectus supplement. You will have no additional recourse against any other party if those sources of funds for repayment of the notes are insufficient. FAILURE TO COMPLY WITH LOAN ORIGINATION AND SERVICING PROCEDURES FOR STUDENT LOANS MAY RESULT IN LOSS OF GUARANTEE AND OTHER BENEFITS The Higher Education Act and its implementing regulations require holders of student loans and guarantee agencies guaranteeing student loans to follow specified procedures in making and collecting student loans. Failure to follow the specified procedures, as a result of computer software errors or otherwise, may result in: o the Department of Education's refusal to make insurance payments to the applicable guarantor or to make interest subsidy payments and special allowance payments on the student loans of the trust; or o the guarantors' inability or refusal to make guarantee payments on the student loans of the trust. Each loan purchase agreement requires the seller to repurchase its loans if the representations and warranties made by the seller prove not to be true or if a claim for a loan is denied because of events occurring before the sale. However, a seller may not be financially able to repurchase loans if called upon to do so. If the Department of Education or a guaranty agency refused to pay a claim, that refusal would reduce the revenues of the trust and impair its ability to pay principal and interest on your notes. IF A SERVICER OR ANY SUBSERVICER FAILS TO COMPLY WITH THE DEPARTMENT OF EDUCATION'S THIRD-PARTY SERVICER REGULATIONS, PAYMENTS ON YOUR NOTES COULD BE ADVERSELY AFFECTED The Department of Education regulates each servicer of federal student loans. Under these regulations, a third-party servicer, including a servicer or any subservicer, is jointly and severally liable with its client lenders for liabilities to the Department of Education arising from its violation of applicable requirements. In addition, if a servicer or any subservicer fails to meet standards of financial responsibility or administrative capability included in the regulations, or violates other requirements, the Department of Education may fine a servicer or any subservicer and/or limit, suspend, or terminate a servicer's or subservicer's eligibility to contract to service federal student loans. If a servicer or any subservicer were so fined or held liable, or its eligibility were limited, suspended, or terminated, its ability to properly service the student loans and to satisfy its obligation to purchase student loans with respect to which it has breached its representations, warranties or covenants could be adversely affected. In addition, if the Department of Education terminates a servicer's or any subservicer's eligibility, a servicing transfer will take place and there may be delays in collections and temporary disruptions in servicing. Any servicing transfer may temporarily adversely affect payments to you. BANKRUPTCY OR INSOLVENCY OF COLLEGE LOAN CORPORATION COULD RESULT IN PAYMENT DELAYS OR REDUCTIONS College Loan Corporation is the depositor of the trust and will sell to the trust all of the loans acquired by the trust with the proceeds of the notes. If College Loan Corporation seeks relief under the bankruptcy or related laws, a bankruptcy court could attempt to consolidate the trust's assets into the bankruptcy estate of College Loan Corporation. If that occurs, you can expect delays in receiving payments on your notes and even a reduction in payments on your notes. We have taken steps to structure each loan purchase by the trust from College Loan Corporation as a "true sale" under law. A true sale helps to establish that the loans would not continue to be the property of College Loan Corporation if College Loan Corporation becomes bankrupt or insolvent. If a court disagrees with this position, we could experience delays in receiving payments on our student loans and you could then expect a delay in receiving payments on your notes or even a reduction in payments on your notes. A court could also subject the student loans to a superior tax or government lien arising before the sale of the student loans to the trust. BANKRUPTCY OR INSOLVENCY OF A SERVICER OR ANY SUBSERVICER COULD RESULT IN PAYMENT DELAYS TO YOU If any servicer or subservicer identified in a prospectus supplement becomes subject to an insolvency or bankruptcy proceeding, a court, conservator, receiver or liquidator may have the power to prevent the trustee or the noteholders from appointing a successor servicer or subservicer and delays in collections in respect of the student loans may occur. Any delay in the collections of student loans may delay payments to you. YOU MAY INCUR LOSSES OR DELAYS IN PAYMENT ON YOUR NOTES IF BORROWERS DEFAULT ON THEIR STUDENT LOANS For a variety of economic, social and other reasons, all the payments that are actually due on student loans may not be made. Borrowers' failures to make timely payments of the principal and interest due on the loans will affect the revenues of the trust estate, which may reduce the amounts available to pay principal and interest due on the notes. In general, a guarantee agency reinsured by the Department of Education will guarantee 98% of each student loan. As a result, if a borrower of a student loan defaults, the trust will experience a loss of approximately 2% of the outstanding principal and accrued interest on each of the defaulted loans. The trust does not have any right to pursue the borrower for the remaining 2% unguaranteed portion. If any credit enhancement described in the related prospectus supplement is not sufficient, you may suffer a delay in payment or a loss on your investment. THE RATE OF PAYMENTS ON STUDENT LOANS MAY AFFECT THE MATURITY AND YIELD OF YOUR NOTES Student loans may be prepaid at any time without penalty. If the trust receives prepayments on its student loans, those amounts will be used to make principal payments on notes as described in the related prospectus supplement, which could shorten the average life of each series of its notes. Factors affecting prepayment of loans include general economic conditions, prevailing interest rates and changes in the borrower's job, including transfers and unemployment. Refinancing opportunities which may provide more favorable repayment terms, including those offered under consolidation loan programs like the federal direct consolidation loan program, also affect prepayment rates. There is insufficient information available to be able to estimate the rate of prepayment with respect to the student loans in the trust estate. Scheduled payments with respect to, and the maturities of, student loans may be extended as authorized by the Higher Education Act. Also, periods of forbearance or refinancings through consolidation loans having longer maturities may lengthen the remaining term of the loans and the average life of each series of notes. You will bear entirely any reinvestment risks resulting from a faster or slower incidence of prepayment of loans. The rate of principal payments to you on the notes and the yield to maturity of the notes will be directly related to the rate of payments of principal on the student loans the trust acquires. Changes in the rate of prepayments may significantly affect your actual yield to maturity, even if the average rate of principal prepayments is consistent with your expectations. In general, the earlier a prepayment of principal of a loan, the greater the effect on your yield to maturity. The effect on your yield as a result of principal payments occurring at a rate higher or lower than the rate anticipated by you during the period immediately following the issuance of the notes will not be offset by a subsequent like reduction, or increase, in the rate of principal payments. THE CHARACTERISTICS OF THE PORTFOLIO OF STUDENT LOANS HELD IN THE TRUST ESTATE MAY CHANGE As a master trust, the trust may issue several series of notes and use the proceeds to add additional student loans to the trust estate. The prospectus supplement for a series of notes will describe the characteristics of our student loan portfolio at that time. Following the transfer of additional student loans purchased with the proceeds of issuance of subsequent series of notes, the characteristics of the student loans may differ significantly from those described in that prospectus supplement. The characteristics that may differ include the composition of our student loan portfolio, changes in the relative concentration of guarantors in our portfolio, distribution by loan type, distribution by interest rate, distribution by principal balance and distribution by remaining term. In addition, the characteristics of the loans in our portfolio will change from time to time due to factors such as repayment of the loans in the normal course of business, amendments to the Higher Education Act, sales or exchanges of student loans, or the occurrence of delinquencies or defaults on the student loans. A portfolio of student loans acquired previously by us is not necessarily indicative of future performance of student loans held by the trust. The trust's cash flow, and its ability to make payments due on your notes will be reduced to the extent interest is not currently payable on our student loans. The borrowers on most student loans are not required to make payments during the period in which they are in school and for certain authorized periods after graduation as described in the Higher Education Act. The Department of Education will make all interest payments while payments are deferred under the Higher Education Act on certain of the student loans. For all other student loans, interest generally will be capitalized and added to the principal balance of the loans. The trust estate will consist of student loans for which payments are deferred as well as student loans for which the borrower is currently required to make payments of principal and interest. The proportions of the loans in our portfolio for which payments are deferred and currently in repayment will vary during the period that the notes are outstanding. STUDENT LOANS ARE UNSECURED AND THE ABILITY OF THE GUARANTEE AGENCIES TO HONOR THEIR GUARANTEES MAY BECOME IMPAIRED The Higher Education Act requires that all student loans be unsecured. As a result, the only security for payment of the student loans held in the trust estate are the guarantees provided by the guarantee agencies. A deterioration in the financial status of a guarantee agency and its ability to honor guarantee claims on defaulted student loans could delay or impair the guarantee agency's ability to make claims payments to the trustee. The financial condition of a guarantee agency can be adversely affected if it submits a large number of reimbursement claims to the Department of Education, which results in a reduction of the amount of reimbursement that the Department of Education is obligated to pay the guarantee agency. The Department of Education may also require a guarantee agency to return its reserve funds to the Department of Education upon a finding that the reserves are unnecessary for the guarantee agency to pay its program expenses or to serve the best interests of the federal student loan program. The inability of any guarantee agency to meet its guarantee obligations could reduce the amount of principal and interest paid to you as the owner of the notes or delay those payments past their due date. If the Department of Education has determined that a guarantee agency is unable to meet its guarantee obligations, the loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guaranty claim amount due with respect thereto. See "Description of the Guarantee Agencies" in this prospectus. However, the Department of Education's obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education's making the determination that a guarantee agency is unable to meet its guarantee obligations. The Department of Education may not ever make this determination with respect to a guarantee agency and, even if the Department of Education does make this determination, payment of the guarantee claims may not be made in a timely manner. PAYMENT OFFSETS BY GUARANTEE AGENCIES OR THE DEPARTMENT OF EDUCATION COULD PREVENT THE TRUST FROM PAYING YOU THE FULL AMOUNT OF THE PRINCIPAL AND INTEREST DUE ON YOUR NOTES The sponsor may establish other trusts that have the same eligible lender trustee as we do. The eligible lender trustee may use the same Department of Education lender identification number for student loans in the trust as it uses for other student loans it holds on behalf of other trusts established by the sponsor. If so, the billings submitted to the Department of Education and the claims submitted to guarantee agencies will be consolidated with the billings and claims for payments for student loans under other trusts using the same lender identification number. Payments on those billings by the Department of Education as well as claim payments by the applicable guarantee agencies will be made to the eligible lender trustee, or to a servicer on behalf of the eligible lender trustee, in lump sum form. Those payments must be allocated by the eligible lender trustee among the various trusts that reference the same lender identification number. If the Department of Education or a guarantee agency determines that the eligible lender trustee owes it a liability on any student loan held in any trust (whether or not a part of this trust estate) the Department or the applicable guarantee agency may seek to collect that liability by offsetting it against payments due to the eligible lender trustee in respect of the student loans pledged to secure your notes. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of funds available to the trust and thus the trust's ability to pay you principal and interest on your notes. IF THE TRUST CANNOT PURCHASE STUDENT LOANS, IT WILL PAY PRINCIPAL ON OR REDEEM NOTES We will use the proceeds of the notes sold by the trust to acquire student loans. If the student loan purchases are not completed, or if the trust is not able to use note proceeds to purchase student loans that meet its requirements, the trust will use those amounts to pay principal on or to redeem your notes as provided in the related prospectus supplement. A SECONDARY MARKET FOR YOUR NOTES MAY NOT DEVELOP, AND THIS COULD DIMINISH THEIR VALUE Each series of notes will be a new issue without an established trading market. We do not intend to list any series of notes on any national exchange. As a result, we cannot assure you that a secondary market for the notes will develop, and therefore it may be difficult for you to resell your notes at the time and at a price you desire. If a secondary market does not develop, the spread between the bid price and the asked price for the notes may widen, thereby reducing the net proceeds to you from the sale of your notes. CONGRESSIONAL ACTIONS MAY AFFECT THE TRUST'S STUDENT LOAN PORTFOLIO The Department of Education's authority to provide interest subsidies and federal insurance for loans originated under the Higher Education Act terminates on a date specified in the Higher Education Act. The Higher Education Act Amendments of 1998 extended the authorization for the Federal Family Education Loan Program to loans made on or before September 30, 2004. While Congress has consistently extended the effective date of the Higher Education Act and the Federal Family Education Loan Program, it may elect not to reauthorize the Department's ability to provide interest subsidies and federal insurance for loans. While this failure to reauthorize would not affect the student loans the trust then owned, it would reduce the number of loans available for purchase in the future. Funds for payment of interest subsidies and other payments under the Federal Family Education Loan Program are subject to annual budgetary appropriation by Congress. Federal budget legislation has in the past contained provisions that restricted payments made under the Federal Family Education Loan Program to achieve reductions in federal spending. Future federal budget legislation may adversely affect expenditures by the Department of Education, and the financial condition of the guarantee agencies. Congressional amendments to the Higher Education Act or other relevant federal laws, and rules and regulations promulgated by the Secretary of Education, may adversely impact holders of student loans. For example, changes might be made to the rate of interest paid on student loans, to the level of insurance provided by guarantee agencies or to the servicing requirements for student loans. See "Description of the Federal Family Education Loan Program" and "Description of the Guarantee Agencies" in this prospectus. COMPETITION CREATED BY THE FEDERAL DIRECT STUDENT LOAN PROGRAM COULD ADVERSELY AFFECT THE AVAILABILITY OF STUDENT LOANS, THE COST OF SERVICING, THE VALUE OF STUDENT LOANS AND PREPAYMENT EXPECTATIONS In 1992, Congress created the Federal Direct Student Loan Program. Under this program, the Department of Education makes student loans directly to student borrowers through the educational institutions they attend. This program could result in reductions in the volume of student loans made under the Federal Family Education Loan Program and available to us for purchase. This reduced volume may cause a servicer or subservicer to experience increased costs due to reduced economies of scale. These cost increases could reduce the ability of a servicer to satisfy its obligations to service the student loans. This could also reduce revenues received by the guarantee agencies available to pay claims on defaulted student loans. The Department of Education has implemented a direct consolidation loan program, which may further reduce the volume of student loans available for purchase and may increase the rate of repayment of student loans. We refer you to "Description of the Federal Family Education Loan Program" in this prospectus. THE SUBORDINATE AND JUNIOR SUBORDINATE NOTES ARE SUBORDINATED TO THE SENIOR NOTES The trust may issue one or more series of notes, in one or more series. Payments of interest and principal on subordinate notes are subordinated in priority of payment to payments of interest and principal due on senior notes. A supplemental indenture may also provide for the issuance of junior subordinate notes which will be subordinated in priority of payment to payments of interest and principal due on subordinate notes. Subordinate notes and junior subordinate notes are subordinated to senior notes, and junior subordinate notes are also subordinate to subordinate notes, as to the direction of remedies upon an event of default. Consequently, holders of subordinate notes and junior subordinate notes may bear a greater risk of losses or delays in payment than holders of senior Notes. As a result, the junior subordinate notes and subordinate notes will be very sensitive to losses on the student loans and the timing of those losses. If you are a holder of a subordinate note or a junior subordinate note, if the actual rate and amount of losses on the student loans exceeds your expectations and any available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than you anticipate, and you could suffer a loss. THE TRUST MAY ISSUE ADDITIONAL NOTES SECURED BY THE TRUST ESTATE The trust may issue additional series of notes, in one or more series if so provided in the related prospectus supplement. The proceeds from the sale of these additional notes will be used to acquire additional student loans, and the additional student loans together with the existing student loans will secure all series of notes issued by the trust. Those additional notes may be issued without the consent or approval of the owners of any notes then outstanding and may be on a parity with or subordinate to any senior notes and senior to, on a parity with or subordinate to subordinate or junior subordinate notes issued by the trust. However, before issuing additional notes, the trust must receive written evidence from each rating agency then rating any outstanding notes of the trust that the rating or ratings will not be reduced or withdrawn as a result of the issuance of the proposed additional notes. See "Additional Notes" in this prospectus. DIFFERENT RATES OF CHANGE IN INTEREST RATE INDEXES MAY AFFECT THE TRUST'S CASH FLOW The interest rates on your notes may fluctuate from one interest period to another in response to changes in LIBOR rates, Treasury security rates, commercial paper rates, or other rate indexes, or as a result of the auction procedures described in this prospectus, as specified in the related prospectus supplement. The student loans that will be purchased with the proceeds from the sale of notes bear interest at fixed or floating rates, which are generally based upon the bond equivalent yield of the 91 day Treasury Bill rate and, in certain interest rate environments, the trust may be entitled to receive special allowance payments on its student loans from the Department of Education based upon a three month commercial paper rate. See "Description of the Federal Family Education Loan Program" in this prospectus. If there is a decline in the rates payable on student loans the trust acquires, the amount of funds representing interest deposited into the Collection Fund may be reduced. If the interest rates payable on notes issued by the trust do not decline in a similar manner and time, the trust may not have sufficient funds to pay interest on its notes when it becomes due. Even if there is a similar reduction in the rates applicable to the notes, there may not necessarily be a reduction in the other amounts required to be paid out of the trust estate, such as administrative expenses, causing interest payments to be deferred to future periods. Sufficient funds may not be available in future periods to make up for any shortfalls in the current payments of interest on the notes or expenses of the trust estate. THE NOTES MAY BE ISSUED ONLY IN BOOK-ENTRY FORM Usually, each series of notes will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company, and will not be registered in your name or the name of your nominee. If we elect to issue definitive notes registered in the name of the holder in connection with the sale of a series of notes, that election will be contained in the related prospectus supplement. Unless and until definitive securities are issued, holders of the notes will not be recognized by the trustee as holders as that term is used in the indenture. Until definitive securities are issued, holders of the notes will only be able to exercise the rights of holders indirectly through The Depository Trust Company and its participating organizations. See "Book-Entry Registration" in this prospectus. THE RATINGS OF THE NOTES ARE NOT A RECOMMENDATION TO PURCHASE AND MAY CHANGE It is a condition to issuance of the notes that they be rated as indicated in the related prospectus supplement. Ratings are based primarily on the creditworthiness of the underlying student loans, the level of subordination, the amount of credit enhancement and the legal structure of the transaction. The ratings are not a recommendation to you to purchase, hold or sell any series of notes inasmuch as the ratings do not comment as to the market price or suitability for you as an investor. An additional rating agency may rate the notes, and that rating may not be equivalent to the initial rating described in the related prospectus supplement. Ratings may be lowered or withdrawn by any rating agency if in the rating agency's judgment circumstances so warrant. A lowered rating is likely to decrease the price a subsequent purchaser will be willing to pay you for your notes. BORROWERS OF STUDENT LOANS ARE SUBJECT TO A VARIETY OF FACTORS THAT MAY ADVERSELY AFFECT THEIR REPAYMENT ABILITY Collections on the student loans during a monthly collection period may vary greatly in both timing and amount from the payments actually due on the student loans for that monthly collection period for a variety of economic, social and other factors. Failures by borrowers to pay timely the principal and interest on their student loans or an increase in deferments or forbearances could affect the timing and amount of available funds for any monthly collection period and the ability to pay principal and interest on your notes. In addition, originators of student loans may, from time to time, offer incentive programs to borrowers. Generally, under these programs, the interest rate on a borrower's student loan is reduced if the borrower timely pays a specified number of consecutive student loan payments. The effect of these factors, including the effect on the timing and amount of available funds for any monthly collection period and the ability to pay principal and interest on your notes is impossible to predict. THE PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING MAY EXCEED THE PRINCIPAL AMOUNT OF THE ASSETS IN THE TRUST ESTATE, WHICH COULD RESULT IN LOSSES ON YOUR NOTES IF THERE WAS A LIQUIDATION We expect to acquire student loans from amounts in the acquisition fund at premiums exceeding the principal amount of the student loans. Therefore, the principal amount of notes outstanding at any time may exceed the principal amount of student loans and other assets in the trust estate held by the trustee under the indenture. If an event of default occurs and the assets in the trust estate are liquidated, the student loans would have to be sold at a premium for the subordinated noteholders and possibly the senior noteholders to avoid a loss. We cannot predict the rate or timing of accelerated payments of principal or the occurrence of an event of default or when the aggregate principal amount of the notes may be reduced to the aggregate principal amount of the student loans. Payment of principal and interest on the notes is dependent upon collections on the student loans. If the yield on the student loans does not generally exceed the interest rate on the notes and expenses relating to the servicing of the student loans and administration of the indenture, the trust may have insufficient funds to repay the notes. IF THE TRUSTEE IS FORCED TO SELL LOANS AFTER AN EVENT OF DEFAULT, THERE COULD BE LOSSES ON YOUR NOTES Generally, during an event of default, the trustee is authorized with certain noteholder consent to sell the student loans. However, the trustee may not find a purchaser for the student loans. Also, the market value of the student loans plus other assets in the trust estate might not equal the principal amount of notes plus accrued interest. The competition currently existing in the secondary market for loans made under the FFEL program also could be reduced, resulting in fewer potential buyers of the trust's student loans and lower prices available in the secondary market for those loans. There may be even fewer potential buyers for those loans, and therefore lower prices available in the secondary market. You may suffer a loss if the trustee is unable to find purchasers willing to pay sufficient prices for the student loans. LESS THAN ALL OF THE HOLDERS CAN APPROVE AMENDMENTS TO THE INDENTURE OR WAIVE DEFAULTS UNDER THE INDENTURE Under the indenture, holders of specified percentages of the aggregate principal amount of the notes may amend or supplement provisions of the indenture and the notes and waive events of defaults and compliance provisions without the consent of the other holders. You have no recourse if the holders vote and you disagree with the vote on these matters. The holders may vote in a manner which impairs the ability to pay principal and interest on your notes. Also, so long as senior notes are outstanding, the holders of subordinate notes will not have the right to approve certain amendments, or exercise certain rights under the indenture. RATING AGENCIES CAN PERMIT CERTAIN ACTIONS TO BE TAKEN WITHOUT YOUR APPROVAL The indenture provides that the trust and the trustee may undertake various actions based upon receipt by the trustee of confirmation from the rating agencies that the outstanding ratings assigned by such rating agencies to the notes are not thereby impaired. Such actions include, but are not limited to, amendments to the indenture, the issuance of additional notes and the execution by the trust of interest rate exchange agreements. To the extent such actions are taken after issuance of your notes, you will be relying on the evaluation by the rating agencies of such actions and their impact on credit quality. THE TRUST MAY ENTER INTO SWAP AGREEMENTS WHICH COULD RESULT IN DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES IF THE COUNTERPARTY FAILS TO MAKE ITS PAYMENTS Under the indenture, the trust may enter into interest rate swap agreements if certain requirements are met, including the requirement that the rating agencies will not reduce or withdraw the ratings on any notes. Interest rate swap agreements carry risks relating to the credit quality of the counterparty and the enforceability of the swap agreement. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Statements in this prospectus and the prospectus supplement, including those concerning expectations as to our ability to purchase eligible student loans, to structure and to issue competitive securities, and certain of the information presented in this prospectus and the prospectus supplement, constitute forward looking statements, which represent the expectations and beliefs of College Loan Corporation about future events. Actual results may vary materially from expectations. For a discussion of the factors which could cause actual results to differ from expectations, please see the caption entitled "Risk Factors" in this prospectus and in the prospectus supplement. FORMATION OF THE TRUST The trust was established in March 2002 as a Delaware statutory trust pursuant to a trust agreement between College Loan LLC, as sponsor, and Wilmington Trust Company, as Delaware trustee. The trust will issue notes in one or more series. The trust agreement limits the operations of the trust to the following activities: o acquire, hold, manage and sell student loans, other assets of the trust and any proceeds therefrom; o issue notes; o enter into swap agreements and credit enhancement facilities; o make payments of principal and interest on the notes; and o engage in any incidental or related activities, including, but not limited to, originating student loans through the eligible lender trustee. The notes will be issued pursuant to the indenture of trust and a supplemental indenture of trust described in the related prospectus supplement. The notes will represent indebtedness of the trust only, secured by the assets of the trust. The eligible lender trustee will acquire legal title to the student loans on behalf of the trust and will enter into a guarantee agreement with each of the guarantee agencies for the student loans. The eligible lender trustee will use the proceeds from the sale of notes to purchase student loans on behalf of the trust. Following the acquisition of student loans, the assets of the trust will include: o student loans purchased with the proceeds from the issuance of the notes, legal title to which will be held by the eligible lender trustee; o revenues, consisting of all principal and interest payments, proceeds, charges and other income the trustee receives on account of any student loan, including interest subsidy payments and any special allowance payments with respect to any student loan, and investment income from all funds created under the indenture, and any proceeds from the sale or other disposition of the student loans; o all moneys and investments held in the funds created under the indenture; o rights under any loan purchase agreement and servicing agreement, including the right to require any seller or servicer to repurchase student loans or to substitute student loans under certain circumstances; o any other property described in the related prospectus supplement, including any credit enhancement facilities for the notes and rights to receive payments under swap agreements. THE SPONSOR College Loan LLC, a Delaware limited liability company that is owned by College Loan Corporation, is the sponsor under the trust agreement and will own all the equity interests in the trust. The sponsor has been structured as a bankruptcy-remote, special purpose entity. Its limited liability company agreement contains certain limitations, including restrictions on the nature of the sponsor's business and a restriction on the sponsor's ability to commence a voluntary case or proceeding under any insolvency law without the prior unanimous affirmative vote of all its members, including its independent member. THE ISSUER ADMINISTRATOR College Loan Corporation serves as issuer administrator for the trust pursuant to an administration agreement. The issuer administrator will provide certain administrative services to the trust, the trustee and the Delaware trustee, including, among other things: o administering accounting and financial reporting activities of the trust; o preparing operating budgets, statistical reports and cash flow projections to the extent required by the indenture; and o providing certain notices and performing certain other administrative obligations required by the indenture and the trust agreement. College Loan Corporation is a national student loan company offering Federal Family Education Loan Program loans (Stafford, Plus and Consolidation loans) to eligible applicants in all 50 states and the District of Columbia. College Loan Corporation specializes in providing one-on-one counseling to families searching for the best way to pay for college. College Loan Corporation has originated or acquired loans with students who have attended over 1,500 different colleges and universities. The College Loan Corporation business development team works directly with schools to provide a high level of service to students and their families. Additionally, College Loan Corporation works with eligible consumers to facilitate the completion of federal Consolidated loans. College Loan Corporation's sole business consists of originating loans under the FFEL Program through an eligible lender trustee. College Loan Corporation refers its borrowers applying for non-federal loans (commonly referred to as alternative or private loans) to a business partner so that the borrower's needs are met. BACKGROUND College Loan Corporation's headquarters are located at the Bernardo Executive Center, 16855 West Bernardo Drive, San Diego, California 92127. College Loan Corporation currently occupies approximately 68,000 square feet of office space, including an on-site data center that maintains all College Loan Corporation software applications, including those proprietary software applications developed by College Loan Corporation. College Loan Corporation is open twenty-four hours a day, seven days a week. This coverage allows College Loan Corporation to offer its clients all inclusive customer service superior to its competition. College Loan Corporation currently employs more than 380 full-time employees including seven executives, eighteen managers, one hundred fifty sales representatives, seventy loan processors and forty customer service representatives. BUSINESS MODEL The College Loan Corporation business model is focused on superior service to customers (schools and borrowers). To best achieve this objective, College Loan Corporation performs certain core competency functions in-house. College Loan Corporation provides superior one-on-one counseling to guide an applicant through the complete loan application process. After we perform this function in-house, we utilize the expertise of outside service providers for other loan processing functions. For example, the initial functions related to qualifying a loan applicant, securing a valid application and following up to verify completeness are all performed in-house. After these initial functions are completed, an external loan originator and servicer perform the subsequent loan processing steps. USE OF INDUSTRY EXPERTS Since inception, College Loan Corporation has had all training materials, marketing literature and marketing scripts reviewed by in-house and outside legal counsel. Legal counsel has provided advice regarding these materials and all significant contracts negotiated with student loan industry business partners. College Loan Corporation contracted with KPMG to design and set up all loan accounting and finance functions. After KPMG completed the design and set-up, College Loan Corporation retained KPMG to provide further advice about loan accounting and finance functions until the middle of 2002. At that time, all KPMG employees valuable to CLC were hired. Since the conversion of talent to our in-house operation, we have forged a new relationship with PricewaterhouseCoopers (PwC). For example, PwC has recently provided CLC with advice regarding tax strategy and FASB interpretations for financial statement preparation. DESCRIPTION OF THE NOTES The following description of the notes is only a summary of their principal terms. It is not complete. You should refer to the provisions of the indenture and the applicable supplemental indenture for a complete description of the terms of your notes. Definitions of some of the terms used in this description can be found in the Glossary of Terms appearing at page 86 of this prospectus. FIXED RATE NOTES The fixed rate notes will have a stated maturity set forth in the applicable prospectus supplement. The notes will bear interest from the date and at the rate per annum specified in the applicable prospectus supplement. The dates on which the holders of fixed rate notes will receive payments of principal and interest will be specified in the applicable prospectus supplement. AUCTION RATE NOTES The auction rate notes will have a stated maturity set forth in the applicable prospectus supplement and will bear interest at the rate per annum specified in the prospectus supplement through the first auction date. The interest period for auction rate notes will initially consist of a number of days set forth in the applicable prospectus supplement. The interest rate for the auction rate notes will be reset on interest rate adjustment dates specified in the applicable prospectus supplement at the interest rate determined pursuant to the auction procedures described below, but the rate will not exceed the maximum auction rate per annum set forth in the applicable prospectus supplement. Interest on the auction rate notes will accrue daily and will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days or 365 days as specified in the prospectus supplement. Interest on the auction rate notes will be payable on the first business day following the expiration of each interest period for the notes, and principal on the auction rate notes will also be payable as specified in the applicable prospectus supplement. DETERMINATION OF NOTE INTEREST RATE. The procedures that will be used in determining the interest rates on the auction rate notes are summarized in the following paragraphs. The interest rate on each series of auction rate notes will be determined periodically on interest rate determination dates specified in the applicable prospectus supplement by means of a "Dutch Auction." In this Dutch Auction, investors and potential investors submit orders through an eligible broker-dealer as to the principal amount of auction rate notes they wish to buy, hold or sell at various interest rates. The broker-dealers submit their clients' orders to the auction agent. The auction agent processes all orders submitted by all eligible broker-dealers and determines the interest rate for the upcoming interest period. The broker-dealers are notified by the auction agent of the interest rate for the upcoming interest period and are provided with settlement instructions relating to purchases and sales of auction rate notes. Auction rate notes will be purchased and sold between investors and potential investors at a price equal to their then-outstanding principal balance plus any accrued interest. In the auction, the following types of orders may be submitted: o "bid/hold orders" - specify the minimum interest rate that a current investor is willing to accept in order to continue to hold auction rate notes for the upcoming interest period; o "sell orders" - an order by a current investor to sell a specified principal amount of auction rate notes, regardless of the upcoming interest rate; and o "potential bid orders" - specify the minimum interest rate that a potential investor, or a current investor wishing to purchase additional auction rate notes, is willing to accept in order to buy a specified principal amount of auction rate notes. If an existing investor does not submit orders with respect to all its auction rate notes, the investor will be deemed to have submitted a hold order at the new interest rate for that portion of the auction rate notes for which no order was received. The following example helps illustrate how the auction procedures are used in determining the interest rate on the auction rate notes. (a) Assumptions: - ------------------------------------------------------------------------------- 1. Denominations (Units) = $50,000 2. Interest period = 28 days 3. Principal amount outstanding = $50 Million (1000 Units) (b) Summary of all orders received for the auction ~~BID/HOLD ORDERS SELL ORDERS POTENTIAL BID ORDERS~~

The total units under bid/hold orders and sell orders always equal the issue size (in this case 1000 units). (c) Auction agent organizes orders in ascending order Order Number Cumulative Order Number Cumulative NUMBER OF UNITS Total (UNITS) PERCENT NUMBER OF UNITS TOTAL (UNITS) PERCENT 1. 20(W) 20 2.90% 7. 200(W) 600 3.10% 2. 40(W) 60 2.95% 8. 100(W) 700 3.10% 3. 60(W) 120 3.00% 9. 100(W) 800 3.11% 4. 60(W) 180 3.02% 10. 200(W) 1000 3.12% 5. 100(W) 280 3.05% 11. 100(L) 3.14% 6. 120(W) 400 3.05% 12. 200(L) 3.15%

(W) Winning Order (L) Losing Order Order #10 is the order that clears the market of all available units. All winning orders are awarded the winning rate (in this case, 3.12%) as the interest rate for the next interest period, at the end of which another auction will be held. Multiple orders at the winning rate are allocated units on a pro rata basis. Regardless of the results of the auction, the interest rate will not exceed the maximum rate specified in the applicable prospectus supplement. The example assumes that a successful auction has occurred, that is, that all sell orders and all bid/hold orders below the new interest rate were fulfilled. However, there may be insufficient potential bid orders to purchase all the auction rate notes offered for sale. In these circumstances, the interest rate for the upcoming interest period will equal the maximum rate. Also, if all the auction rate notes are subject to hold orders (i.e., each holder of auction rate notes wishes to continue holding its auction rate notes, regardless of the interest rate), the interest rate for the upcoming interest period will equal the all hold rate specified in the related prospectus supplement. If a payment default has occurred, the rate will be the non-payment rate specified in the related prospectus supplement. MAXIMUM RATE AND INTEREST CARRY-OVERS. If the auction rate for a series of auction rate notes is greater than a maximum rate calculated as described in the related prospectus supplement, then the interest rate applicable to those auction rate notes will be the maximum rate. If the interest rate for a series of auction rate notes exceeds the maximum rate, the excess over the maximum rate will be carried over for that series of auction rate notes. The maximum rate will, however, be capped at a fixed rate described in the related prospectus supplement. There will be no carry-over of interest if the auction rate for a series of auction rate notes exceeds this cap. The carry-over amount will bear interest calculated at the one-month LIBOR rate or as otherwise specified in the related prospectus supplement, until paid. The carry-over amount, and interest accrued thereon, for a series of auction rate notes will be paid by the trustee on the date of defeasance of the auction rate notes or an interest payment date if there are sufficient moneys to pay all interest due on the notes on that interest payment date, and in the case of subordinate notes, payment of the interest carry-over on more senior notes. Any carry-over amount, and any interest accrued on the carry-over amount, due on any auction rate note which is to be redeemed will be paid to the holder on the redemption date to the extent that moneys are available. Any carry-over amount, and any interest accrued on that carry-over amount, which is not yet due and payable on a date on which an auction rate note is to be redeemed will be canceled and will not be paid. CHANGES IN AUCTION PERIOD. As specified in the related prospectus supplement, we may, from time to time, change the length of the auction period for a series of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the auction period and the interest rate borne by the auction rate notes. Any adjusted auction period will be at least 7 days but not more than 366 days. The auction period adjustment will take effect only if the auction agent receives orders sufficient to complete the auction for the new auction period. CHANGES IN THE AUCTION DATE. The applicable broker-dealer, with our written consent, may specify a different auction date for a series of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an auction date for the auction rate notes. LIBOR RATE NOTES The LIBOR rate notes will be dated their date of issuance and will have a stated maturity set forth in the applicable prospectus supplement. Interest on the LIBOR rate notes will be paid in arrears on each payment date. The payment date for the LIBOR rate notes will be the business day specified in the prospectus supplement following the end of the interest period for the notes specified in the prospectus supplement. The amount of interest payable to holders of LIBOR rate notes for any interest period will be calculated on the basis of a 360-day year for the number of days actually elapsed. The interest rate will be the LIBOR rate for the interest period for the notes plus the margin specified in the related prospectus supplement. Principal on the LIBOR rate notes will be payable as specified in the applicable prospectus supplement. The interest rate payable on the LIBOR rate notes may be subject to limitations described in the related prospectus supplement. If so provided in the related prospectus supplement, the trust may enter into a LIBOR note swap agreement. Under the terms of this agreement, the counterparty will pay to the trust the excess, if any, of the LIBOR rate for the notes over the adjusted student loan rate as provided by the terms of the agreement. The trustee will use those funds to make interest payments on the notes at the LIBOR rate. If these payments are made by the counterparty, the counterparty will become entitled to reimbursement in the order and in the manner specified in the prospectus supplement. TREASURY RATE NOTES The treasury rate notes will be dated their date of issuance and will have a stated maturity set forth in the applicable prospectus supplement. Interest on the treasury rate notes will be paid in arrears on each interest payment date. An interest payment date for the treasury rate notes will be the business day specified in the applicable prospectus supplement following the end of the interest period for the notes specified in the prospectus supplement. Principal will be payable on the treasury rate notes as specified in the applicable prospectus supplement. The amount of interest payable on the treasury rate notes will generally be adjusted weekly on the calendar day following each auction of 91-day Treasury Bills which are direct obligations of the United States with a maturity of 13 weeks. The rate will be calculated to be the sum of the bond equivalent yield for auctions of 91-day Treasury Bills on a rate determination date for an interest period, plus a spread described in the related prospectus supplement. Interest on the treasury rate notes will be computed for the actual number of days elapsed on the basis of a year consisting of 365 or 366 days, as applicable. If so provided in the related prospectus supplement, the interest rate payable on the treasury rate notes for any interest period may be subject to a limitation based on an "adjusted student loan rate." The adjusted student loan rate is the percentage equivalent of a fraction: o The numerator of which is equal to the sum of the expected interest collections on the trust's student loans and reciprocal payments that the trust receives on a swap agreement, if any, less the sum of the servicing fee, the administration fee, and reciprocal payments the trust makes on any swap agreement, if any, with respect to an interest period; and o The denominator of which is the aggregate principal amount of the notes as of the last day of the interest period. COMMERCIAL PAPER RATE NOTES The commercial paper rate notes will be dated their date of issuance and will have a stated maturity set forth in the applicable prospectus supplement. Interest on the commercial paper rate notes will be paid in arrears on each interest payment date. An interest payment date for the commercial paper rate notes will be the business day specified in the applicable prospectus supplement following the end of the interest period for the notes specified in the prospectus supplement. Principal will be payable on the commercial paper rate notes as specified in the applicable prospectus supplement. The amount of interest payable on the commercial paper rate notes will be adjusted as specified in the applicable prospectus supplement. The interest rate will be the commercial paper rate plus a spread, in each case as specified in the related prospectus supplement. The interest rate payable on the commercial paper rate notes for any interest period may be subject to limitations as specified in a prospectus supplement. ACCRUAL NOTES Accrual notes will be entitled to payments of accrued interest commencing only on the interest payment date, or under the circumstances specified in the related prospectus supplement. Prior to the time interest is payable on any series of accrual notes, the amount of accrued interest will be added to the note principal balance thereof on each interest payment date. The principal balance of the accrual notes will begin to be paid from available funds received with respect to the student loans after the date that accrued interest is no longer being added to the principal balance of the notes. Accrued interest for each interest payment date will be equal to interest at the applicable interest rate accrued for a specified period (generally the period between interest payment dates) on the outstanding note principal balance thereof immediately prior to such interest payment date. ORIGINAL ISSUE DISCOUNT NOTES Original issue discount notes will have a stated maturity set forth in the applicable prospectus supplement. The notes will be issued at a discount from the principal amount payable at maturity. The notes may have a "zero coupon" and currently pay no interest, or may pay interest at a rate that is below market rates at the time of issuance. For original issue discount notes, all or some portion of the interest due will accrue during the life of the note and be paid only at maturity or upon earlier redemption. Upon redemption or optional purchase, the amount payable on an original issue discount note will be determined as described under the heading "Description of the Notes - Redemption Price." Each holder of an original issue discount note will be required to include in current income a ratable portion of the original issue discount, even though the holder may not receive any payment of interest during the period. See "Federal Income Tax Consequences--Taxation of Interest Income of Holders." OUTSTANDING PRINCIPAL BALANCE OF THE NOTES If the prospectus supplement for a series of notes provides for payments of principal prior to maturity, the remaining outstanding balance of the notes, after giving effect to distributions of principal, will be determined through use of a note pool factor. The pool factor for each series of notes will be a seven-digit decimal computed by the issuer administrator before each payment date. Each pool factor will initially be 1.0000000. Thereafter, it will decline to reflect reductions in the outstanding balance of the notes. Your portion of the aggregate outstanding balance of a series of notes will be the product of: o the original denomination of your note; and o the applicable pool factor. Noteholders will receive reports each month concerning various matters, including the payments the trust has received on its student loans, the pool balance, the applicable pool factor and various other items of information. See "Summary of the Indenture Provisions--Further Covenants" in this prospectus. DENOMINATIONS AND PAYMENTS OF THE NOTES The notes of a series will be issued in the denominations specified in the related prospectus supplement. The principal of and premium, if any, on the notes due at maturity (whether at the stated maturity date, by redemption, acceleration or otherwise) together with interest payable on the notes on that date, if not a regularly scheduled interest payment date, will be payable at the principal office of the trustee, as paying agent, upon presentation and surrender of the notes. Interest on each series of notes, and payments of principal prior to maturity, will be payable on the regularly scheduled payment date with respect to that series, by check mailed to the person who is the holder of the note on the regular record date for that payment date, or, in the case of any note held by a holder of notes of that series in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in principal amount of the notes of that series is outstanding, the holder of all outstanding notes of that series), at the direction of that holder received by the paying agent by 5:00 p.m. on the last business day preceding the applicable regular record date, by electronic transfer by the paying agent in immediately available funds to an account designated by that holder. The "regular record date" with respect to any regularly scheduled payment date for a series of notes generally means the last business day preceding that payment date. Any interest not so timely paid or duly provided for (referred in this prospectus as "defaulted interest") will cease to be payable to the person who is the holder of the related notes at the close of business on the regular record date and will be payable to the person who is the holder of that note at the close of business on a special record date established by the trustee (a "special record date") for the payment of any such defaulted interest. This special record date will be fixed by the trustee whenever moneys become available for payment of the defaulted interest, and notice of the special record date will be given to the holders of the notes of the applicable series not less than 10 days prior to the special record date by first-class mail to each such holder as shown on the note register on a date selected by the trustee, stating the date of the special record date and the date fixed for the payment of the defaulted interest. All payments on the notes will be made in United States dollars. MANDATORY REDEMPTION The notes of a series are subject to mandatory redemption following the end of the acquisition period described in the related prospectus supplement in an amount equal to the proceeds held in the Acquisition Fund from the sale of notes that have not been used to purchase student loans. The principal payments received on the student loans and, until the principal balance of the student loans reaches a specified minimum percentage of the principal balance of the outstanding notes, interest received on the student loans, after deducting all required payments, will be used to redeem the notes. See "Notice and partial redemption of notes" below for a discussion of the order in which notes will be redeemed. OPTIONAL REDEMPTION Notes of a series may be subject to redemption, from funds received by the trustee constituting interest on student loans remaining after all other prior required payments have been made. In addition, the trust may sell some or all of its student loans for not less than their principal balance plus any unamortized premium and accrued interest and use the proceeds to redeem some or all of its notes. A prospectus supplement relating to a series of notes may describe restrictions on our ability to sell student loans and redeem notes. The notes also may be optionally redeemed in whole or in part, on or after the date set forth in the prospectus supplement. Any limitations on optional redemptions of a series of notes will be described in the prospectus supplement relating to issuance of that series of notes. See "Notice and partial redemption of notes" below for a discussion of the order in which notes will be redeemed. REDEMPTION OR PURCHASE PRICE Upon redemption, the price to be paid to the holder of a note, other than an original issue discount note, will be an amount equal to the aggregate current principal balance plus accrued interest to the date of redemption. If a note is an original issue discount note, the amount payable upon redemption or optional purchase will be the amortized face amount on the redemption or purchase date. The amortized face value of an original issue discount note will be equal to the issue price plus that portion of the difference between the issue price and the principal amount of the note that has accrued at the yield to maturity described in the prospectus supplement by the redemption or purchase date. The amortized face value of an original issue discount note will never be greater than its principal amount. The trustee will provide notice of any early redemption or purchase by mailing a copy of the redemption or purchase notice to each holder of a note being prepaid. SENIOR ASSET REQUIREMENT If less than all of the notes of any series are to be redeemed or purchased, we will determine which notes will be redeemed or purchased. We will not redeem of any subordinate notes while senior notes are oustanding unless, after giving effect to the redemption, the Senior Asset Requirement will be met. In general, the "Senior Asset Requirement" requires that the Senior Asset Percentage is at least 107% and the Subordinate Asset Percentage is at least 101.5%. These percentages may be decreased on confirmation from each rating agency that the contemplated reduction will not result in the withdrawal or reduction in the then current ratings on any outstanding notes. ADDITIONAL REDEMPTION PROVISIONS As a general rule, we will not redeem any series of notes bearing interest based upon an auction rate unless we have redeemed previously each series of notes that bear interest based upon a different method that are secured in a parity with the auction rate notes that we will be redeeming. This rule may be amended for one or more series of notes to the extent described in the prospectus supplement relating to those notes. We also may amend this rule if each rating agency rating our notes indicates that the proposed amendment will not cause the rating agency to lower or withdraw its rating on each series of our notes. SALE OF STUDENT LOANS HELD IN TRUST ESTATE Student loans may be sold or otherwise disposed of by the trustee free from the lien of the indenture in connection with loan consolidation, serialization or transfer to a guarantee agency for payment. Student loans also may be sold by the trustee to College Loan Corporation or other seller if that party is required to repurchase the student loan pursuant to a student loan purchase agreement. Also, with the approval of the rating agencies rating our notes, any student loan may be sold by the trustee for a price no less than the principal balance of the student loan as of the sale date, plus any unamortized premium and borrower accrued interest. A prospectus supplement relating to a series of notes may describe restrictions on an ability to sell student loans. If so provided in a prospectus supplement, we may, at our option, purchase, or arrange for the purchase of, some or all of the student loans owned by the trust on any payment date when the outstanding principal balance of one or more series of notes declines to the level specified in that prospectus supplement. The purchase price for the loans will not be less than the minimum purchase amount specified in the related prospectus supplement. These amounts will be used to retire the related notes. SECURITY AND SOURCES OF PAYMENT FOR THE NOTES GENERAL The notes are limited obligations of the trust, secured by and payable solely from the trust's assets as set forth in the indenture. The following assets will serve as security for the notes: o revenues, consisting of all principal and interest payments, proceeds, charges and other income received by the trustee or the trust on account of any student loan, including interest subsidy payments, any special allowance payments and guarantee payments with respect to any student loan, and investment income from all funds created under the indenture and any proceeds from the sale or other disposition of the student loans; o payments from swap counterparties under any swap agreements described in prospectus supplement; o all moneys and investments held in the funds created under the indenture; and o student loans purchased with money from the Acquisition Fund or otherwise acquired or originated and pledged or credited to the Acquisition Fund. In addition, the trust's assets may include rights that provide credit enhancement (for example, the right to draw under any letter of credit or note insurance) or cash flow enhancement as described in this prospectus and in the related prospectus supplement. ADDITIONAL INDENTURE OBLIGATIONS Under the indenture, the trust has issued previously several series of notes. Each prospectus supplement will provide certain information describing each series of notes issued by the trust that will be outstanding on the date of the prospectus supplement. This information will include: o name and designations of each series o date that the series was issued o original principal amount o outstanding principal amount o interest rate or method used to determine the interest rate o legal final maturity date o whether the notes are senior, subordinate or junior subordinate notes The indenture provides that in the future, upon the satisfaction of certain conditions, the trust may issue additional series of notes. These additional notes may be issued as senior notes, on a parity with any other senior notes, or as subordinate notes, on a parity with any other subordinate notes. The indenture also provides that junior subordinate notes, that are subordinate to senior notes and subordinate notes, may be issued. In addition, the trust may enter into swap agreements and may obtain credit enhancement facilities. The trust's obligations under these swap agreements and credit enhancement facilities may be issued on a parity with the senior notes, the subordinate notes or any junior subordinate notes issued pursuant to the indenture. In this prospectus, we refer to any swap agreements or credit enhancement facilities and the series of notes having the same payment priority as "senior obligations," "subordinate obligations," or "junior subordinate obligations," as applicable. We refer to the senior obligations, subordinate obligations and junior subordinate obligations collectively as "indenture obligations." PRIORITIES The senior notes (and any other senior obligations) are entitled to payment and certain other priorities over the subordinate notes (and any other subordinate obligations). Current payments of interest and principal due on subordinate notes on an interest payment date or principal payment date will be made (on a parity basis with any other subordinate obligations) only to the extent that there are sufficient moneys available for such payment, after making all such payments due on such date with respect to senior notes and other senior obligations. So long as any senior obligations remain outstanding under the indenture, the failure to make interest or principal payments with respect to subordinate notes will not constitute an event of default under the indenture. In the event of an acceleration of the notes, the principal of and accrued interest on the subordinate notes will be paid (on a parity basis with any other subordinate obligations) only to the extent there are moneys available under the indenture after payment of the principal of, and accrued interest on, all senior notes and the satisfaction of all other senior obligations. In addition, holders of senior notes and beneficiaries of other senior obligations are entitled to direct certain actions to be taken by the trustee prior to and upon the occurrence of an event of default, including election of remedies. See "Summary of the indenture--Remedies on default" in this prospectus. FLOW OF FUNDS The following funds were created by the trustee under the indenture for the benefit of the holders: o Acquisition Fund o Collection Fund o Administration Fund o Debt Service Fund o Reserve Fund o Surplus Fund ACQUISITION FUND With respect to each series of notes, the trustee will deposit into the Acquisition Fund the amount of proceeds from the issuance of that series specified in the related supplemental indenture. The trustee will also deposit into the Acquisition Fund: o any funds transferred from the Collection Fund or the Surplus Fund, o proceeds of the sale of any student loans held in the Acquisition Fund during the acquisition period; and o any other amounts specified in a supplemental indenture. Balances in the Acquisition Fund will be used: o to acquire and originate student loans (through the eligible lender trustee), including the payment of any related premium and origination and guarantee fees, if any; o to originate federal consolidation loans in order to consolidate one or more federal student loans held by the trust and to add other student loans of that borrower to existing consolidation loans held by the trust; o to purchase serial loans from sellers, to the extent that the trust already holds another student loan of that borrower that was transferred to the trust on the date of issuance of a series of notes or purchased during the related acquisition period for that series; o to transfer moneys to the Retirement Account of the Debt Service Fund to redeem the notes following the end of the acquisition period as provided in a supplemental indenture; and o to deposit moneys into the Retirement Account of the Debt Service Fund to redeem one or more outstanding series of notes. In addition, funds in the Acquisition Fund may be used: o to deposit amounts into the Debt Service Fund, if there are insufficient funds in the Debt Service Fund to pay debt service on the notes and other indenture obligations when due; o following the acquisition period, to the extent not used to redeem notes or used as otherwise specified in the supplemental indenture, to deposit amounts into the Surplus Fund; o to deposit amounts into the Administration Fund to pay certain fees, costs and expenses of the trust; or o to perform such other actions related to the trust's student loan programs as may be provided in a supplemental indenture. If on any monthly calculation date the amount in the Acquisition Fund available to pay origination fees, guarantee fees, related premiums and other fees due in the next month is less than the amount so needed, the trustee will transfer an amount equal to that deficiency to the Acquisition Fund from the following funds in the following order of priority: first, the Collection fund, and second, the Surplus Fund. Following the end of the acquisition period relating to a series of notes, the trustee will transfer from the Acquisition Fund to the Retirement Account of the Debt Service Fund, for the redemption of notes, all amounts remaining in the Acquisition Fund. COLLECTION FUND The trustee will credit to the Collection Fund: o all revenues derived from the student loans; o unless otherwise provided in a supplemental indenture, proceeds of the sale of any student loans held in the Acquisition Fund; o any amounts transferred from the Acquisition Fund, the Administration Fund and the Reserve Fund; o any earnings on investments of funds in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Debt Service Fund; and o all payments by swap counterparties pursuant to any swap agreements. On each monthly calculation date, the trustee will transfer the moneys deposited during the preceding month into the Collection Fund as follows: FIRST, to make any payments required under any joint sharing agreement; SECOND, to make any payments due and payable by the trust to the U.S. Department of Education related to the student loans or any other payment due and payable to a guaranty agency relating to its guarantee of student loans; THIRD, to the Administration Fund to provide for payment of certain fees, costs and expenses of the trust, subject to the limitations set forth in any supplemental indenture; FOURTH, to the Interest Account of the Debt Service Fund, to provide for the payment of interest on senior notes or other senior obligations (except, with respect to senior swap agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a rating agency condition); FIFTH, to the Principal Account of the Debt Service Fund, to provide for the payment of principal of senior notes at stated maturity or on mandatory sinking fund payment dates or the reimbursement of senior credit facility providers for the payment of principal of the notes; SIXTH, to the Interest Account of the Debt Service Fund, to provide for the payment of interest on subordinate notes or other subordinate obligations (except, with respect to subordinate swap agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a rating agency condition); SEVENTH, to the Principal Account of the Debt Service Fund, to provide for the payment of principal of subordinate notes at stated maturity, on mandatory sinking fund payment dates or the reimbursement of subordinate credit facility providers for the payment of principal of the notes; EIGHTH, to the Reserve Fund if necessary to increase the balance thereof to its required level; NINTH, to the Interest Account of the Debt Service Fund, to provide for the payment of interest on junior subordinate notes or other junior obligations (except, with respect to junior subordinate swap agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a rating agency condition); TENTH, to the Principal Account of the Debt Service Fund, to provide for the payment of principal of junior subordinate notes at stated maturity or on mandatory sinking fund payment dates or the reimbursement of junior subordinate credit facility providers for the payment of principal of the notes; ELEVENTH, to make such other payments as may be set forth in a supplemental indenture upon satisfaction of a rating agency condition; TWELFTH, to the Acquisition Fund, to fund any add-on loans required to be funded under the Higher Education Act of 1965, as amended, relating to consolidation loans owned by the trust; THIRTEENTH, to the Retirement Account of the Debt Service Fund, to provide for the redemption of, or distribution of principal with respect to, notes (or the reimbursement of credit facility providers for the payment of the prepayment price of the notes); FOURTEENTH, to the Interest Account of the Debt Service Fund, to provide for the payment of carry-over amounts (and interest thereon) due with respect to the senior notes; FIFTEENTH (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts), to the Interest Account of the Debt Service Fund, to provide for the payment of carry-over amounts (and interest thereon) due with respect to the subordinate notes; SIXTEENTH, (but only if the Senior Asset Percentage and the Subordinate Asset Percentage would be at least 100% upon the application of such amounts), to the Interest Account of the Debt Service Fund, to provide for the payment of carry-over amounts (and interest thereon) with respect to the junior subordinate notes; SEVENTEENTH, to the Interest Account of the Debt Service Fund, to provide for the payment of unpaid termination, indemnity or other similar or extraordinary payments due under senior swap agreements; EIGHTEENTH, to the Interest Account of the Debt Service Fund, to provide for the payment of unpaid termination, indemnity or other similar or extraordinary payments due under subordinate swap agreements; NINETEENTH, to the Interest Account of the Debt Service Fund, to provide for the payment of unpaid termination, indemnity or other similar or extraordinary payments due under junior subordinate swap agreements; TWENTIETH, to the Retirement Account of the Debt Service Fund, to provide for the redemption of, or distribution of principal with respect to, notes until, after applying these amounts, the asset release requirement shall be satisfied; and TWENTY-FIRST, to the Surplus Fund. ADMINISTRATION FUND The trustee will credit to the Administration Fund, from the proceeds of the issuance of each series of notes, the amount, if any, specified in the related supplemental indenture. The trustee also will credit to the Administration Fund all amounts transferred to it from the Collection Fund, the Surplus Fund and the Acquisition Fund. Amounts in the Administration Fund will be used to pay costs of issuance (to the extent provided by a supplemental indenture) and the costs, fees and expenses of the trust. DEBT SERVICE FUND The indenture establishes a Debt Service Fund which comprises three accounts: o the Interest Account o the Principal Account o the Retirement Account. The Debt Service Fund will be used only for the payment when due of principal of and premium, if any, and interest on the Notes, the purchase price of notes, other indenture obligations and carry-over amounts (including any accrued interest thereon). Any supplemental indenture providing for the issuance of any series of notes to be paid pursuant to or secured by a credit enhancement facility will also provide for the creation of separate sub-accounts within the Interest Account, the Principal Account and the Retirement Account. Any payment received pursuant to that credit enhancement facility will be deposited into the applicable sub-account, and these moneys will be used only for the payment of principal of and premium, if any, and interest on notes of the applicable series, or for any other purposes permitted by the applicable supplemental indenture, subject to the conditions set forth in that supplemental indenture. INTEREST ACCOUNT. The trustee will deposit in the Interest Account: o proceeds of the issuance of notes if directed by the related supplemental indenture; o that portion of the proceeds from the sale of the trust's refunding bonds, notes or other evidences of indebtedness, if any, to be used to pay interest on the notes; o all payments under any credit enhancement facilities to be used to pay interest on the notes; and o all amounts required to be transferred to the Interest Account from the funds described below. With respect to each series of notes on which interest is paid no less frequently than every 60 days, the trustee will deposit to the Interest Account on each monthly calculation date an amount equal to the interest that will become payable on those notes during the following calendar month. With respect to each series of notes on which interest is paid less frequently than every 60 days, the trustee will make equal monthly deposits to the Interest Account on each monthly calculation date preceding each interest payment date, to aggregate the full amount of the interest due on that interest payment date. With respect to notes that bear interest at a variable rate, for which any such amount cannot be determined on a monthly calculation date, the trustee will make a deposit based upon assumptions set forth in the related supplemental indenture. With respect to each swap agreement or credit enhancement facility under which swap payments by the trust or credit enhancement facility fees are payable no less frequently than every 60 days, the trustee will deposit to the credit of the Interest Account on each monthly calculation date an amount equal to the trust swap payments or fees that will become payable during the following calendar month. With respect to each swap agreement or credit enhancement facility under which swap payments by the trust or credit enhancement facility fees are payable less frequently than every 60 days, the trustee will make equal monthly deposits to the Interest Account on each monthly calculation date preceding each payment date, to aggregate the full amount of those swap payments or credit enhancement facility fees , as the case may be. With respect to any swap agreement for which any such amount cannot be determined on the monthly calculation date, the trustee will make the deposit based upon assumptions set forth in the supplemental indenture authorizing that swap agreement. Each deposit required by the preceding paragraphs will be made by transfer from the following funds, in the following order of priority: the Collection Fund, the Surplus Fund, the Reserve Fund and, as to senior notes and other senior obligations only, the Acquisition Fund. On each monthly calculation date, if any carry-over amount (including any accrued interest thereon) will be due and payable with respect to a series of notes during the next month, as provided in the related supplemental indenture, the trustee will transfer to the Interest Account (to the extent amounts are available in the Collection Fund or the Surplus Fund, after taking into account all prior application of moneys in those funds on that monthly calculation date) an amount equal to that carry-over amount (including any accrued interest thereon). PRINCIPAL ACCOUNT. The trustee will deposit in the Principal Account: o proceeds of the issuance of notes in an amount, if any, representing premium of those notes paid as a part of their purchase price thereof; o the portion of the proceeds from the sale of the trust's bonds, notes or other evidences of indebtedness, if any, to be used to pay principal of the Notes; o all payments under any credit enhancement facilities to be used to pay principal of notes; and o all amounts required to be transferred to the Principal Account from the funds described below. To provide for the payment of principal due on the stated maturity of notes or on a mandatory sinking fund payment date for notes (or for the reimbursement to any credit facility provider for the payment of such principal), the trustee will make equal monthly deposits to the Principal Account on each of the twelve monthly calculation dates preceding the date that payment is due, to aggregate the full amount of that payment. These deposits will be made by transfer from the following funds in the following order of priority (after transfers to the Interest Account required on the date of any such transfer as described under "--Interest Account" above): the Collection Fund, the Surplus Fund, the Reserve Fund, and, as to senior notes and other senior obligations only, the Acquisition Fund. Balances in the Principal Account may also be applied to the purchase of notes at a purchase price not to exceed the principal amount thereof plus accrued interest, or to the redemption of or distribution of principal with respect to notes at a prepayment price not to exceed the principal amount thereof plus accrued interest upon transfer to the Retirement Account, as determined by the trust at such time. Any such purchase, redemption or distribution of principal will be limited to those notes whose stated maturity or mandatory sinking fund payment date is the next succeeding principal payment date. RETIREMENT ACCOUNT. The trustee will deposit in the Retirement Account: o any amounts transferred thereto from the Acquisition Fund, the Collection Fund, the Surplus Fund, or the Principal Account to provide for the redemption of the distribution of principal with respect to the notes; o that portion of the proceeds from the sale of the trust's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or redemption price of notes on a date other than the stated maturity thereof or a mandatory sinking fund payment date therefor; o that portion of the proceeds of the sale or securitization of a student loan, if any, to be used to pay the principal or prepayment price of notes on a date other than the stated maturity date thereof or a mandatory sinking fund payment date thereof; and o all payments under any credit enhancement facilities to be used to pay the principal or redemption price of notes payable from the Retirement Account. All notes that are to be redeemed, or with respect to which principal distributions are to be made, other than at stated maturity or on a mandatory sinking fund payment date, will be redeemed or paid with moneys deposited to the Retirement Account. Moneys in the Retirement Account will also be used for the reimbursement to any credit facility provider for the payment of those amounts pursuant to a credit enhancement facility. Amounts deposited in the Retirement Account to provide for the payment of the redemption price of notes subject to mandatory redemption, or for mandatory principal distributions with respect to notes, will be applied to the payments with respect to notes of all series subject to prepayment in such order of priority as may be established by the related supplemental indenture (or in the absence of direction from those supplemental indentures, in the order in which notes mature, and among notes with the same stated maturity, in the order in which those notes were issued). No redemption (other than mandatory sinking fund redemption) of, or principal distribution with respect to, subordinate notes will be permitted unless, after giving effect to that redemption or distribution, the Senior Asset Requirement will be met. Balances in the Retirement Account may also be applied to the purchase of notes at a purchase price not to exceed the principal amount thereof plus accrued interest plus any then applicable redemption premium, as determined by the trust at such time. RESERVE FUND Upon the issuance of any series of notes, the trustee will credit to the Reserve Fund, from the proceeds of that issuance of notes or from the Surplus Fund, the amount, if any, so that upon issuance of those notes the balance in the Reserve Fund will not be less than the Reserve Fund Requirement. If on any monthly calculation date the balance in the Reserve Fund is less than the Reserve Fund Requirement, the trustee will transfer to the Reserve Fund an amount equal to the deficiency from moneys available in the following funds in the following order of priority (to the extent not required for credit to the Administration Fund, the Debt Service Fund or the Acquisition Fund): the Collection Fund and the Surplus Fund. The balance in the Reserve Fund will be used and applied solely for the payment when due of principal of and interest on the notes and any other indenture obligations payable from the Debt Service Fund. If on any monthly calculation date the balance in the Reserve Fund exceeds the Reserve Fund Requirement, that excess will be transferred to the Collection Fund. SURPLUS FUND On each monthly calculation date, the trustee will deposit to the Surplus Fund balances in the Collection Fund not required for deposit to any other fund or account and certain amounts transferred from the Acquisition Fund. At any time there is a deficiency in any of the other funds or accounts, balances in the Surplus Fund will be transferred to those funds or accounts to remedy that deficiency in the same order of priority as for the application of moneys in the Collection Fund. Amounts in the Surplus Fund may be applied to any one or more of the following purposes at any time as determined by the trust: o transfer to the Retirement Account for the redemption or purchase of, or distribution of principal with respect to, notes; or o during an acquisition period, transfer to the Acquisition Fund for the acquisition or origination of student loans. Any amounts in the Surplus Fund will also be released to the sponsor or used to make indemnity payments required pursuant to the terms of a servicing agreement if , after taking into account any such release and excluding, for these purposes only, from the calculation of the aggregate value of the trust's assets, any student loans not satisfying the trust's eligibility criteria, (a) the Senior Asset Percentage will not be less than 107%, and the Subordinate Asset Percentage will not be less than 101.5% or such greater percentages or amounts as may be required by the rating agencies and (b) the aggregate value of the trust's assets, less the principal amount of all notes outstanding will exceed $2,000,000 after release or payment; or in all cases lesser percentages or amounts if each rating agency confirms that use of such lesser percentage or amount will not result in a withdrawal or reduction of any ratings then applicable to any outstanding notes. STATEMENTS TO TRUSTEE AND TRUST The issuer administrator will prepare and provide periodic statements to the trustee that will include: o the amount of principal distributions on the notes; o the amount of interest distributions for each series of notes and the applicable interest rates; o the pool balance at the end of the collection period; o the outstanding principal amount and the note pool factor for each series of the notes; o the servicing fees, trustees' fees and administrative fees for the collection period; o the interest rates, if available, for the next interest period for each series; o the amount of any aggregate realized losses for the collection period; o the amount of any shortfall in the payment of the principal distribution amount for each series, and any changes in these amounts from the preceding statement; o the balance of student loans held by the trust that are delinquent in each delinquency period as of the end of collection period; and o the balance of any reserve account, after giving effect to changes in the balance on that payment date. INVESTMENT OF FUNDS HELD BY TRUSTEE The trustee will invest amounts credited to any fund established under the indenture in investment securities described in the indenture pursuant to orders received from us. In the absence of an order, and to the extent practicable, the trustee will invest amounts held under the indenture in direct obligations of, or in obligations fully guaranteed by, the United States. The trustee is not responsible or liable for any losses on investments made by it or for keeping all funds held by it fully invested at all times. Its only responsibility is to comply with investment instructions in a non-negligent manner. BOOK-ENTRY REGISTRATION Investors acquiring beneficial ownership interests in the notes issued in book-entry form will hold their notes through The Depository Trust Company in the United States, or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants of these systems, or indirectly through organizations which are participants in these systems. The book-entry notes will be issued in one or more instruments which equal the aggregate principal balance of the series of notes and will initially be registered in the name of Cede & Co., the nominee of The Depository Trust Company. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's name on the books of its respective depositary which in turn will hold positions in customers' securities accounts in such depositary's name on the books of The Depository Trust Company. Citibank N.A. will act as depositary for Clearstream, Luxembourg and The Chase Manhattan Bank will act as depositary for Euroclear. Except as described below, no person acquiring a book-entry note will be entitled to receive a physical certificate representing the notes. Unless and until Definitive Certificates are issued, it is anticipated that the only holder of the notes will be Cede & Co., as nominee of The Depository Trust Company. The Depository Trust Company is a New York-chartered limited-purpose trust company that performs services for its participants, some of which, and/or their representatives, own The Depository Trust Company. In accordance with its normal procedures, The Depository Trust Company is expected to record the positions held by each of its participants in notes issued in book-entry form, whether held for its own account or as nominee for another person. In general, beneficial ownership of book-entry notes will be subject to the rules, regulations and procedures governing The Depository Trust Company and its participants as in effect from time to time. Purchases of the notes under The Depository Trust Company system must be made by or through direct participants, which are to receive a credit for the notes on The Depository Trust Company's records. The ownership interest of each actual purchaser of each series of notes, or beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners shall not receive written confirmation from The Depository Trust Company of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners shall not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the series of any notes is discontinued. To facilitate subsequent transfers, all notes deposited by participants with The Depository Trust Company are registered in the name of The Depository Trust Company's partnership nominee, Cede & Co. The deposit of such notes with The Depository Trust Company and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depository Trust Company has no knowledge of the actual beneficial owners of notes; The Depository Trust Company's records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The participants remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by The Depository Trust Company to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of a series of notes are being redeemed, The Depository Trust Company's practice is to determine by lot the amount of the interest of each Direct Participant in that series to be redeemed. Neither The Depository Trust Company nor Cede & Co. will consent or vote with respect to the notes of any series. Under its usual procedures, The Depository Trust Company mails an omnibus proxy to College Loan Corporation Trust I, or the trustee, as appropriate, as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date. Principal and interest payments on the notes are to be made to The Depository Trust Company. The Depository Trust Company's practice is to credit direct participant's accounts on the due date in accordance with their respective holdings shown on The Depository Trust Company's records unless The Depository Trust Company has reason to believe that it will not receive payment on the due date. Payments by participants to beneficial owners are governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and shall be the responsibility of the participant and not of The Depository Trust Company, the trustee or the trust, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to The Depository Trust Company is the responsibility of the trust, or the trustee. Disbursement of such payments to direct participants shall be the responsibility of The Depository Trust Company, and disbursement of such payments to the beneficial owners shall be the responsibility of direct and indirect participants. Depository Trust Company may discontinue providing its services as securities depository with respect to the notes of any series at any time by giving reasonable notice to the trust or the trustee. In the event that a successor securities depository is not obtained, note certificates are required to be printed and delivered. Clearstream Banking, societe anonyme, Luxembourg, formerly Cedelbank ("Clearstream, Luxembourg"), has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depository. Clearstream, Luxembourg holds securities for its participating organizations. Clearstream, Luxembourg facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg participants through electronic book-entry changes in accounts of Clearstream, Luxembourg participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to its Clearstream, Luxembourg participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a professional depository, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (the "CSSF"). Clearstream, Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant, either directly or indirectly. Euroclear has advised that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./NV (the "Euroclear operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. The Euroclear operator has advised that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian Bank, it is regulated by the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. The Terms and Conditions govern transfers of securities and cash within the Euroclear, withdrawals of securities and cash from the Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions with respect to notes held through Clearstream, Luxembourg or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg participants or Euroclear participants in accordance with the relevant system's rules and procedures, to the extent received by its depositary. Those distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. Clearstream, Luxembourg or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the indenture on behalf of a Clearstream, Luxembourg participant or Euroclear participant only in accordance with the relevant rules and procedures and subject to the relevant Depositary's ability to effect such actions on its behalf through The Depository Trust Company. Noteholders may hold their notes in the United States through The Depository Trust Company or in Europe through Clearstream, Luxembourg or Euroclear if they are participants of such systems, or indirectly through organizations which are participants in such systems. The notes will initially be registered in the name of Cede & Co., the nominee of The Depository Trust Company. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on the books of their respective depositaries which in turn will hold such positions in customers' securities accounts in the depositaries' names on the books of The Depository Trust Company. Citibank, N.A. will act as depositary for Clearstream, Luxembourg and The Chase Manhattan Bank of New York will act as depositary for Euroclear. Transfers between participants will occur in accordance with The Depository Trust Company Rules. Transfers between Clearstream, Luxembourg participants and Euroclear participants will occur in accordance with their respective rules and operating procedures. Because of time-zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a participant will be made during subsequent securities settlement processing and dated the business day following The Depository Trust Company settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear or Clearstream, Luxembourg participants on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg participant or Euroclear participant to a participant will be received with value on The Depository Trust Company settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in The Depository Trust Company. Cross-market transfers between persons holding directly or indirectly through The Depository Trust Company, on the one hand, and directly or indirectly through Clearstream, Luxembourg participants or Euroclear participants, on the other, will be effected in The Depository Trust Company in accordance with The Depository Trust Company Rules on behalf of the relevant European international clearing system by its depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in The Depository Trust Company, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to The Depository Trust Company. Clearstream, Luxembourg participants and Euroclear participants may not deliver instructions to the depositaries. Depository Trust Company has advised that it will take any action permitted to be taken by a noteholder under the indenture only at the direction of one or more participants to whose accounts with The Depository Trust Company the notes are credited. Clearstream, Luxembourg or Euroclear will take any action permitted to be taken by a noteholder under the indenture on behalf of a participant only in accordance with their relevant rules and procedures and subject to the ability of the relevant depositary to effect these actions on its behalf through The Depository Trust Company. Although The Depository Trust Company, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in the notes among participants of The Depository Trust Company, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. Neither the trust, the seller, the servicers, the sub-servicers, the trustee nor the underwriters will have any responsibility or obligation to any The Depository Trust Company participants, Clearstream, Luxembourg participants or Euroclear participants or the persons for whom they act as nominees with respect to o the accuracy of any records maintained by The Depository Trust Company, Clearstream, Luxembourg or Euroclear or any participant, o the payment by The Depository Trust Company, Clearstream, Luxembourg or Euroclear or any participant of any amount due to any beneficial owner in respect of the principal amount or interest on the notes, o the delivery by any The Depository Trust Company participant, participant or Euroclear participant of any notice to any beneficial owner which is required or permitted under the terms of the indenture to be given to noteholders or o any other action taken by The Depository Trust Company. The trust may decide to discontinue use of the system of book entry transfers through The Depository Trust Company or a successor securities depository. In that event, note certificates are to be printed and delivered. ADDITIONAL NOTES The trust may, upon complying with the provisions of the indenture, issue from time to time additional notes secured by the assets of the trust on a parity with or subordinate to either senior notes or subordinate notes, or junior subordinate notes if any, then outstanding. We may issue additional notes without the approval of the holders of any outstanding notes. The trust will not issue additional notes unless the following conditions have been satisfied: o the trust has entered into a supplemental indenture with the trustee providing the terms and forms of the additional notes. o the trustee has received a rating confirmation from each rating agency which has assigned a rating to any outstanding notes of the trust that such rating will not be reduced or withdrawn as a result of the issuance of the proposed additional notes. o the trustee has received an opinion of counsel to the effect that all of the foregoing conditions to the issuance of the proposed additional notes have been satisfied. ADDITIONAL INDENTURE OBLIGATIONS Upon complying with the terms of the indenture, the trust may enter into swap agreements and obtain credit enhancement facilities. Any swap agreement or credit enhancement facility may be obtained for the sole benefit of the series of notes designated in that agreement or facility. In that event, payments under that swap agreement or credit enhancement facility would not be available to make payments on any other series of notes. However, any payments required to be made to any swap counterparty or credit facility provider would be parity obligations with the other indenture obligations of the same series, payable from any revenues available to pay those indenture obligations. We may enter into swap agreements or credit enhancement facilities without the approval of holders of any outstanding notes. Under the indenture, the trust may not, however, enter into a swap agreement or credit enhancement facility unless the trustee has received written confirmation from each rating agency that such action would not result in the reduction or withdrawal of any ratings then applicable to the outstanding notes. SUMMARY OF THE INDENTURE PROVISIONS The trust will issue series of notes from time to time pursuant to the indenture and a related supplemental indenture. The following is a summary of some of the provisions contained in the indenture. This summary is not comprehensive and reference should be made to the indenture for a full and complete statement of its provisions. PARITY AND PRIORITY OF LIEN The provisions of the trust's indenture are generally for the equal benefit, protection and security of the holders of all of the notes issued by the trust. However, the senior notes have priority over the subordinate notes with respect to payments of principal and interest, and the subordinate notes have priority over the junior subordinate notes, if any, with respect to payments of principal and interest. The trust will not: o create, or permit the creation of, any pledge, lien, charge or encumbrance upon the student loans or the other assets pledged under the indenture, except only as to a lien subordinate to the lien of the indenture created by any other indenture authorizing the issuance of bonds, notes or other evidences of indebtedness of the trust, the proceeds of which have been or will be used to refund or otherwise retire all or a portion of the outstanding notes or as otherwise provided in or permitted by the indenture or o issue any bonds or other evidences of indebtedness, other than the notes as permitted by the indenture and other than swap agreements and credit enhancement facilities relating to notes as permitted by the indenture, secured by a pledge of the revenues and other assets pledged under the indenture, creating a lien or charge equal or superior to the lien of the indenture. COVENANTS ENFORCEMENT AND AMENDMENT OF GUARANTEE AGREEMENTS. The trust will cause the eligible lender trustee to enter into and maintain guarantee agreements covering the trust's student loans so as to maintain benefits for all student loans. The trust also will not voluntarily consent to or permit any rescission of or consent to any amendment to or otherwise take any action under or in connection with these agreements that in any manner will materially adversely affect the rights of the holders of the notes or the other beneficiaries under the indenture, unless each rating agency confirms that the proposed amendment will not result in the withdrawal or reduction of any ratings then applicable to the outstanding notes. ACQUISITION, COLLECTION AND ASSIGNMENT OF STUDENT LOANS. The trust will purchase or originate student loans only with moneys in any of the funds and, subject to any adjustments referred to in the following paragraph, will diligently cause to be collected all principal, interest and other payments in respect of the student loans to which the trust is entitled. ENFORCEMENT OF STUDENT LOANS. The trust will cause to be diligently enforced all terms, covenants and conditions of all student loans and agreements in connection with the student loans, including the prompt payment of all principal and interest and other amounts due to the trust. The trust will not permit the release of the obligations of any borrower under any student loan and will, to the extent permitted by law, cause to be defended, enforced, preserved and protected, the rights and privileges of the trust, the eligible lender trustee, the trustee, the holders of the notes and the other beneficiaries under the indenture, under and with respect to each student loan and related agreement. The trust will not consent or agree to or permit any amendment or modification of any student loan or related agreement that will in any manner materially adversely affect the rights or security of the holders of the notes and other beneficiaries under the indenture. The trust may, however: o settle a default or cure a delinquency on a student loan on terms that are required by law, o amend the terms of a student loan to provide a different rate of interest to the extent required by law and o reduce the interest rate of or forgive interest or principal payments on student loans pursuant to borrower benefit programs within certain limitations specified in the indenture. The trust may otherwise amend the terms of any student loan or to reduce interest payments or forgive interest or principal payments in excess of the specified limitations if each rating agency has confirmed that the proposed action will not result in the withdrawal or reduction of any ratings then applicable to any outstanding notes. ADMINISTRATION AND COLLECTION OF STUDENT LOANS. The trust will service and collect, or enter into one or more servicing agreements pursuant to which servicers that meet certain standards set forth in the indenture agree to service and collect, all student loans originated under the Federal Family Education Loan Program in accordance with all requirements of the Higher Education Act, the Secretary of Education, the indenture and each guarantee agreement. The trust will diligently enforce all terms, covenants and conditions of all servicing agreements, student loan purchase agreements and administration agreements, including the prompt payment of all amounts due under those agreements. The trust will not permit the release of the obligations of any servicer under any servicing agreement, any administrator under any administration agreement or any party under a loan purchase agreement, except in accordance with the terms of the applicable agreement. The trust will not consent or agree to or permit any amendment or modification of any servicing agreement, administration agreement or loan purchase agreement unless each rating agency confirms that the amendment or modification will not result in the withdrawal or reduction of any ratings then applicable to the outstanding notes. LIMITATION ON FEES. The fees, costs and expenses of the trust may not exceed certain levels unless each rating agency confirms that such levels will not result in the withdrawal or reduction of any ratings then applicable to any outstanding notes. TAX TREATMENT. The trust agrees, and each holder of notes, by its acceptance of its notes, agrees, to treat the notes for federal, state and local income, business and franchise tax purposes as indebtedness of the trust. CONTINUED EXISTENCE; MERGER AND CONSOLIDATION. The trust will maintain its existence as a Delaware statutory trust and will not dispose of all or substantially all of its assets, except as otherwise specifically authorized in the indenture, or consolidate with or merge into another entity, or permit any other entity to consolidate with or merge into it, unless either the trust is the surviving entity or each of the following conditions is satisfied: o the surviving, resulting or transferee entity, as the case may be, is a corporation, limited liability company or other legal entity organized under the laws of the United States or one of the states thereof; o at least 30 days before any merger, consolidation or transfer of assets becomes effective, the trust gives the trustee written notice of the proposed transaction; o immediately after giving effect to any merger, consolidation or transfer of assets, no event of default under the indenture has occurred and is continuing; o each rating agency confirms that the merger, consolidation or transfer of assets will not result in the withdrawal or reduction of any ratings then applicable to any outstanding notes; and o prior to or concurrently with any merger, consolidation or transfer of assets, o any action necessary to maintain the lien and security interest created in favor of the trustee under the indenture is taken; o the surviving, resulting or transferee entity, as the case may be, delivers to the trustee an instrument assuming all of the obligations of the trust under the indenture and related agreements, together with any necessary consents; and o the trust delivers to the trustee and each rating agency a certificate and an opinion of counsel (which will either describe the actions taken that are necessary to maintain the lien and security intererst in favor of the trustee under the indenture or that no such action needs to be taken), each stating that all conditions precedent to the merger, consolidation or transfer of assets have been complied with. EVENTS OF DEFAULT The indenture defines the following events as events of default: o default in the due and punctual payment of any interest on any senior note; or o default in the due and punctual payment of the principal of, or premium, if any, on any senior note, whether at stated maturity, at the date fixed for redemption of that senior note (including, but not limited to, mandatory sinking fund payment dates) or otherwise upon the maturity of that senior note; or o default by the trust in its obligation to purchase any senior note on a tender date for that senior note; or o default in the due and punctual payment of any amount owed by the trust to any other senior beneficiary under a senior swap agreement or senior credit enhancement facility; or o if no senior obligations are outstanding, default in the due and punctual payment of any interest on any subordinate note; or o if no senior obligations are outstanding, default in the due and punctual payment of the principal of, or premium, if any, on, any subordinate note, whether at stated maturity, at the date fixed for redemption of that subordinate note (including but not limited to, mandatory sinking fund payment dates) or otherwise upon the maturity of that subordinate note; or o if no senior obligations are outstanding, default by the trust in its obligation to purchase any subordinate note on a tender date for that subordinate note; or o if no senior obligations are outstanding, default in the due and punctual payment of any amount owed by the trust to any other subordinate beneficiary under a subordinate swap agreement or a subordinate credit enhancement facility; or o if no senior obligations and no subordinate obligations are outstanding, default in the due and punctual payment of any interest on any junior subordinate note; or o if no senior obligations and no subordinate obligations are outstanding, default in the due and punctual payment of the principal of, or premium, if any, on, any junior subordinate note, whether at stated maturity, at the date fixed for redemption of that junior subordinate note (including, but not limited to, mandatory sinking fund payment dates) or otherwise upon the maturity of that junior subordinate note; or o if no senior obligations and no subordinate obligations are outstanding, default by the trust in its obligation to purchase any junior subordinate note on a tender date therefor; or o if no senior obligations and no subordinate obligations are outstanding, default in the due and punctual payment of any amount owed by the trust to any other junior subordinate beneficiary under a junior subordinate swap agreement or junior subordinate credit enhancement facility; or o default in the performance of any of the trust's obligations with respect to the transmittal of moneys to be credited to the Collection Fund, the Acquisition Fund or the Debt Service Fund under the provisions of the indenture that has continued unremedied for 30 days; or o default in the performance or observance of any other of the covenants, agreements or conditions on the part of the trust contained in the indenture or in the notes that has continued unremedied for 30 days after written notice specifying the default has been given to the trust by the trustee, unless the default is such that it can be corrected, but not within 30 days, corrective action has been instituted by the trust within 30 days and is diligently pursued until the default is corrected; or o certain events of bankruptcy or insolvency of the trust. REMEDIES ON DEFAULT Whenever any event of default has occurred and is continuing, the trustee may (and, on the written request of the Acting Beneficiaries Upon Default, the trustee will), by notice in writing delivered to the trust, declare the principal of and interest accrued on all notes then outstanding due and payable and principal and interest will become immediately due and payable. At any time after such a declaration of acceleration has been made, and before a judgment or decree for payment of the money due has been obtained by the trustee, the Acting Beneficiaries Upon Default, by written notice to the trust and the trustee, may rescind and annul that declaration and its consequences if: o a sum of money has been paid to or deposited with the trustee by or for the account of the trust, or provision for payment satisfactory to the trustee has been made, sufficient to pay: o if senior obligations are outstanding: o all overdue installments of interest on all senior notes; o the principal of (and premium, if any, on) any senior notes which have become due other than by declaration of acceleration, together with interest at the rate or rates borne by those senior notes; o to the extent lawful, interest upon overdue installments of interest on the senior notes at the rate or rates borne by the senior notes; o all other senior obligations which have become due other than as a direct result of declaration of acceleration; o all other sums required to be paid to satisfy the trust's obligations with respect to the transmittal of moneys to be credited to the Collection Fund, the Acquisition Fund and the Interest Account; and o all sums paid or advanced by the trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and any paying agents, remarketing agents, tender agents, auction agents, market agents and broker-dealers; o if no senior obligations are outstanding, but subordinate obligations are outstanding: o all overdue installments of interest on all subordinate notes; o the principal of (and premium, if any, on) any subordinate notes which have become due other than by declaration of acceleration, together with interest at the rate or rates borne by those subordinate notes; o to the extent lawful, interest upon overdue installments of interest on the subordinate notes at the rate or rates borne by the subordinate notes; o all other subordinate obligations which have become due other than as a direct result of declaration of acceleration; o all other sums required to be paid to satisfy the trust's obligations with respect to the transmittal of moneys to be credited to the Collection Fund, the Acquisition Fund and the Interest Account; and o all sums paid or advanced by the trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and any paying agents, remarketing agents, tender agents, auction agents and broker-dealers; or o if no senior obligations and no subordinate obligations are outstanding but junior subordinate notes are outstanding: o all overdue installments of interest on all junior subordinate notes; o the principal of (and premium, if any, on) any junior subordinate notes which have become due other than by declaration of acceleration, together with interest at the rate or rates borne by those junior subordinate notes; o to the extent lawful, interest upon overdue installments of interest on the junior subordinate notes at the rate or rates borne by the junior subordinate notes; o all other junior subordinate obligations which have become due other than as a direct result of declaration or acceleration; o all other sums required to be paid to satisfy the trust's obligations with respect to the transmittal of moneys to be credited to the Collection Fund, the Acquisition Fund and the Interest Account; and o all sums paid or advanced by the trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and any paying agents, remarketing agents, tender agents, auction agents, market agents and broker-dealers; and o all events of default, other than the nonpayment of the principal of and interest on notes or other obligations which have become due solely by, or as a direct result of, declaration of acceleration, have been cured or waived as provided in the indenture. If an event of default has occurred and is continuing, the trustee may, subject to applicable law, pursue any available remedy by suit at law or in equity to enforce the covenants of the trust in the indenture and may pursue such appropriate judicial proceedings as the trustee deems most effective to protect and enforce, or aid in the protection and enforcement of, the covenants and agreements in the indenture. The trustee is also authorized to file proofs of claims in any equity, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings. If an event of default has occurred and is continuing, the Acting Beneficiaries Upon Default have requested the trustee to do so and the trustee has been indemnified as provided in the indenture, the trustee is obliged to exercise such one or more of the rights and powers conferred by the indenture as the trustee deems most expedient in the interests of the beneficiaries. However, the trustee has the right to decline to comply with any such request if counsel has advised the trustee that the action requested may not lawfully be taken or if the trustee receives, before exercising that right or power, contrary instructions from the Acting Beneficiaries Upon Default. The Acting Beneficiaries Upon Default have the right to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the indenture, provided that: o such direction will not violate any provisions of law or of the indenture; o the trustee does not determine that the action so directed would be unjustly prejudicial to the holders of notes or other beneficiaries not taking part in the direction, other than by effect of the subordination of any of their interests; o the trustee may take any other action deemed proper by the trustee which is not inconsistent with the direction; and o the trustee will be indemnified to its reasonable satisfaction as provided in the indenture. Except as permitted in a supplemental indenture with respect to an other beneficiary, no holder of any note or other beneficiary will have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the indenture or for the execution of any trust under the indenture or for the appointment of a receiver or any other remedy under the indenture unless: o an event of default has occurred and is continuing; o the Acting Beneficiaries Upon Default have provided written request to the trustee; o that beneficiary or those beneficiaries have offered to the trustee indemnity; o the trustee has failed or refused for a period of 60 days after the receipt of the request and indemnification to exercise the powers granted in the indenture or to institute that action, suit or proceeding in its own name; and o no direction inconsistent with such written request has been given to the trustee during that 60-day period by the holders of not less than a majority in aggregate principal amount of the notes then outstanding or by any other beneficiary. No one or more holders of the notes or any other beneficiary has any right in any manner whatsoever to affect, disturb or prejudice the lien of the indenture by his, her, its or their action or to enforce any right under the indenture except in the manner described indenture, and all proceedings at law or in equity must be instituted, had and maintained in the manner described in the indenture and for the benefit of the holders of all outstanding notes and other beneficiaries, as their interests may appear. Nevertheless, the Acting Beneficiaries Upon Default may institute any such suit, action or proceeding in their own names for the benefit of the holders of all outstanding notes and other beneficiaries under the indenture. Unless the trustee has declared the principal of and interest on all outstanding notes immediately due and payable and has obtained a judgment or decree for payment of the money due, the trustee, will waive any event of default and its consequences upon written request of the Acting Beneficiaries Upon Default; except that the trustee is not permitted to waive: o any event of default arising from the acceleration of the maturity of the notes, except upon the rescission and annulment of the declaration as described above; o any event of default in the payment when due of any amount owed to any beneficiary (including payment of principal of or interest on any note) except with the consent of that beneficiary or unless, prior to the waiver, the trust has paid or deposited with the trustee a sum sufficient to pay all amounts owed to that beneficiary (including, to the extent permitted by law, interest upon overdue installments of interest); o any event of default arising from the failure of the trust to pay unpaid expenses of the trustee, its agents and counsel, and any authenticating agent, paying agents, note registrars, tender agents, remarketing agents, auction agents, market agents and broker-dealers as required by the indenture, unless, prior to the waiver, the trust has caused to be paid or deposited with the trustee sums required to satisfy those obligations of the trust under the indenture; or o any default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each affected holder of a note. Notwithstanding any other provisions of the indenture, if an "event of default" occurs under a swap agreement or a credit enhancement facility and, as a result, any other beneficiary that is a party is entitled to exercise one or more remedies under that swap agreement or credit enhancement facility, that other beneficiary may exercise those remedies, including the termination of that agreement, in its own discretion. Nevertheless, that party may not exercise any such remedy if it adversely affects the legal ability of the trustee or Acting Beneficiaries Upon Default to exercise any remedy available under the indenture. After the occurrence of a default, the trustee will have a lien on the trust estate prior to the lien of the noteholders and all other persons as security for the obligation of the trust to pay the reasonable fees of the trustee and to indemnify the trustee in accordance with the provisions of the indenture. APPLICATION OF PROCEEDS Unless the principal of all the notes shall have become or shall have been declared due and payable, all such moneys will be applied as follows: FIRST, to the payment to the holders of the senior notes and other senior obligations of all installments of principal and interest then due (except for certain termination payments due under swap agreements), and if the amount available will not be sufficient to pay all those amounts in full, then to the payment ratably, in proportion to the amounts due without regard to due date, to the senior noteholders and to each other senior beneficiary, and the trustee will apply the amount so apportioned to the senior noteholders first to the payment of interest and thereafter to the payment of principal; SECOND (only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no senior notes outstanding), to the payment to the holders of subordinate notes and other subordinate obligations of all installments of principal and interest then due (except for certain termination payments due under swap agreements), and if the amount available will not be sufficient to pay all those amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the subordinate noteholders and to each other subordinate beneficiary, and the trustee will apply the amount so apportioned to the subordinate noteholders first to the payment of interest and thereafter to the payment of principal; THIRD (only if both the Senior Asset Percentage and Subordinate Asset Percentage would be at least 100% upon the application of such amounts or there are no senior notes or subordinate notes outstanding), to the payment to the junior subordinate beneficiaries of all installments of principal and interest then due on the junior subordinate notes and all other junior subordinate obligations (except for certain termination payments due under swap agreements), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the junior subordinate noteholders and to each other junior subordinate beneficiary, and the trustee will apply the amount so apportioned to the junior subordinate noteholders first to payment of interest and thereafter to the payment of principal; FOURTH, to the payment of the holders of the senior notes of all carry-over amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such carry-over amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the senior noteholders entitled thereto; FIFTH (only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no senior notes outstanding), to the payment to the holders of the subordinate notes of all carry-over amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such carry-over amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the subordinate noteholders entitled thereto; SIXTH (only if both the Senior Asset Percentage and the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or there are no senior notes or subordinate notes outstanding), to the payment to the holders of the junior subordinate notes of all carry-over amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such carry-over amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the junior subordinate noteholders entitled thereto; SEVENTH, to the payment of termination payments then due and payable to swap counterparties under senior swap agreements, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the senior swap counterparties entitled thereto; EIGHTH (only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no senior notes outstanding), to the payment of termination payments then due and payable to swap counterparties under subordinate swap agreements, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the subordinate swap counterparties entitled thereto; and NINTH (only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no senior notes or subordinate notes outstanding), to the payment of termination payments then due and payable to swap counterparties under junior subordinate swap agreements, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the junior subordinate swap counterparties entitled thereto. If the principal of all outstanding notes shall have become due or shall have been declared due and payable and such declaration has not been annulled and rescinded under the provisions of the indenture, all such moneys will be applied as follows: FIRST, to the payment to the senior beneficiaries of all principal and interest then due on the senior notes and all other senior obligations (except certain termination payments due under swap agreements), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any senior beneficiary over any other senior beneficiary, ratably, according to the amounts due, to the persons entitled thereto; SECOND, to the payment to the subordinate beneficiaries of the principal and interest then due on the subordinate notes and all other subordinate obligations (except certain termination payments due under swap agreements), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any subordinate beneficiary over any other subordinate beneficiary, ratably, according to the amounts due, to the person entitled thereto; THIRD, to the payment to the junior subordinate beneficiaries of the principal and interest then due and unpaid upon the junior subordinate notes and all other junior subordinate obligations (except certain termination payments due under swap agreements), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any junior subordinate beneficiary over any other junior subordinate beneficiary, ratably, according to the amounts due, to the persons entitled thereto; FOURTH, to the payment of the holders of the senior notes of all carry-over amounts (together with interest thereon) then due and unpaid, without any preference or priority of carry-over amounts over interest thereon or of interest thereon over carry-over amounts, ratably, according to the amounts due, to the senior noteholders entitled thereto; FIFTH, to the payment to the holders of the subordinate notes of all carry-over amounts (together with interest thereon) then due and unpaid, without any preference or priority of carry-over amounts over interest thereon or of interest thereon over carry-over amounts, ratably, according to the amounts due, to the subordinate noteholders entitled thereto; SIXTH, to the payment to the holders of the junior subordinate notes of all carry-over amounts (together with interest thereon) then due and unpaid, without any preference or priority of carry-over amounts over interest thereon or of interest thereon over carry-over amounts, ratably, according to the amounts due, to the junior subordinate noteholders entitled thereto; SEVENTH, to the payment of termination payments then due and unpaid to swap counterparties under senior swap agreements, ratably, according to the amounts due on such date, to the senior swap counterparties entitled thereto; EIGHTH, to the payment of termination payments then due and unpaid to swap counterparties under subordinate swap agreements, ratably, according to the amounts due on such date, to the subordinate swap counterparties entitled thereto, without any discrimination or preference; and NINTH to the payment of termination payments then due and unpaid to swap counterparties under junior subordinate swap agreements, ratably, according to the amounts due on such date, to the junior subordinate swap counterparties entitled thereto. If the principal of all outstanding notes has been declared due and payable and then been rescinded and annulled, then, the money held by the trustee under the indenture will be applied in accordance with the provisions above for payments following an event of default but prior to acceleration of all outstanding notes. THE TRUSTEE Prior to the occurrence of an event of default which has not been cured, the trustee is required to perform such duties and only such duties as are specifically set forth in the indenture. Upon the occurrence and continuation of an event of default, the trustee is required to exercise the rights and powers vested in it by indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in his own affairs. Before taking any action under the indenture, the trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all expenses to which it may be put and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its negligence or willful misconduct. The trustee may at any time resign upon 60 days' notice to the trust and to the beneficiaries, such resignation to take effect upon the appointment of a successor trustee. The trustee may be removed at any time by the trust, and the trust agrees to remove the trustee at the request of the holders of a majority in principal amount of notes outstanding except during the existence of an event of default. No such removal will be effective until the appointment of a successor trustee. SUPPLEMENTAL INDENTURES SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF NOTEHOLDERS AND OTHER BENEFICIARIES. The trust can agree with the trustee to enter into any indentures supplemental to the indenture for any of the following purposes without notice to or the consent of noteholders or any other beneficiary: o to cure any ambiguity or formal defect or omission in the indenture or any supplemental indenture; o to grant to the trustee for the benefit of the beneficiaries any additional benefits, rights, remedies, powers, authority or security; o to describe or identify more precisely any part of the trust estate or subject additional revenues, properties or collateral to the lien and pledge of the indenture; o to evidence the appointment of a separate trustee or a co-trustee or the succession of a new trustee under the indenture; o to authorize the issuance of a series of notes, subject to the requirements of the indenture; o to modify, eliminate from or add to the indenture as shall be necessary to effect the qualification of the indenture under the Trust Indenture Act of 1939 or any similar federal statue, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; o to modify the indenture as required by any credit facility provider or swap counterparty, or otherwise necessary to give effect to any credit enhancement facility, swap agreement or swap counterparty guaranty at the time of issuance of a series of notes to which such agreement relates; provided that the each rating agency has confirmed that such modifications would not result in any withdrawal or downgrade of any then current rating on any outstanding notes; and provided further that no such modifications will be effective if the consent of any noteholders would be required therefore under the proviso described under "--Supplemental indentures requiring consent of noteholders and other beneficiaries" below and such consent has not been obtained or if the trustee determines that the modifications are to the prejudice of any other beneficiary; o to create additional funds, accounts or sub-accounts under the indenture; o to provide for an additional series of indenture obligations which is subordinate to each outstanding series of indenture obligations, except to the extent specifically authorized or permitted by the supplemental indenture authorizing the issuance of those outstanding indenture obligations or to the extent consented to by each beneficiary who would be adversely affected thereby; provided that each rating agency has confirmed that such additional series of indenture obligations would not result in a withdrawal or downgrade of any then current ratings on any outstanding notes; or o to make any other change in the indenture, if the trustee shall have received written confirmation from each rating agency that such change will not result in the reduction or withdrawal of any ratings then applicable to any outstanding notes. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF NOTEHOLDERS AND OTHER BENEFICIARIES. The trust and the trustee also may enter into indentures supplemental to the indenture providing for any other amendment of the indenture, other than those listed in the paragraph below, upon receipt of an instrument evidencing the consent of: o if they are affected by the proposed amendment, the holders of not less than two-thirds of the aggregate principal amount of the outstanding senior notes; o if they are affected by the proposed amendment, the holders of not less than two-thirds of the aggregate principal amount of the outstanding subordinate notes; o if they are affected by the proposed amendment, the holders of not less than two-thirds of the aggregate principal amount of the outstanding junior subordinate notes; and o each other party that any supplemental indenture specifies as being required to consent to the proposed amendment. All affected beneficiaries must consent to a supplemental indenture providing for any of the following: o an extension of the maturity of the principal of or the interest on any note, whether at stated maturity, on a mandatory sinking fund payment date or otherwise; o a reduction in the principal amount, redemption price or purchase price of any note or the rate of interest on that note; o a privilege or priority of any senior obligation over any other senior obligation; o a privilege or priority of any subordinate obligation over any other subordinate obligation; o a privilege of any senior notes over any subordinate notes or junior subordinate notes not already provided for in the indenture; o a privilege of any subordinate notes over any junior subordinate notes not already provided for in the indenture; o the surrender of a privilege or a priority granted by the indenture if that surrender is, in the judgment of the trustee, to the detriment of another beneficiary under the indenture; o a reduction or an increase in the aggregate principal amount of the notes required for consent to that supplemental indenture; o the creation of any lien ranking prior to or on a parity with the lien of the indenture on all or part of the trust estate, except as expressly permitted under the indenture; o the exclusion of any beneficiary from the benefit of the lien created on the rights, title, interest, privileges, revenues, moneys and securities pledged under the indenture; o the modification of any of the provisions of the indenture described in this paragraph; or o the modification of any provision of a supplemental indenture that provides that it may not be modified without the consent of the holders of notes issued pursuant to that supplemental indenture or any notes of the same level of seniority or any beneficiary that has provided a credit enhancement facility or swap agreement of that level of seniority. RIGHTS OF TRUSTEE. If, in the opinion of the trustee, any supplemental indenture adversely affects the rights, duties or immunities of the trustee under the indenture or otherwise, the trustee may, in its discretion, decline to execute such supplemental indenture. The trustee is entitled to receive, and shall be fully protected in relying upon, an opinion of its counsel that any such supplemental indenture conforms to the requirements of the indenture. CONSENT OF TENDER AGENT, REMARKETING AGENTS, AUCTION AGENT, BROKER-DEALERS AND MARKET AGENT. So long as any tender agent agreement, remarketing agreement, auction agent agreement, broker-dealer agreement or market agent agreement is in effect, no supplemental indenture which materially adversely affects the rights, duties or immunities of the tender agent, the remarketing agent, the auction agent, the broker-dealer or the market agent will become effective unless and until delivery to the trustee of a written consent of the tender agent, the remarketing agent, the auction agent or the broker-dealer, as the case may be, to that supplemental indenture. SATISFACTION OF INDENTURE If the holders of the notes issued under the indenture are paid all the principal of and interest due on their notes, at the times and in the manner stipulated in the indenture, and if each other beneficiary is paid all payments then due to it, then the pledge of the trust estate will thereupon terminate and be discharged. The trustee will execute and deliver to the trust instruments to evidence the discharge and satisfaction, and the trustee will pay all money held by it under the indenture to the party entitled to receive it under the indenture. Notes will be considered to have been paid if money for their payment or redemption has been set aside and is being held in trust by the trustee. Any outstanding note will be considered to have been paid if the note is to be redeemed on any date prior to its stated maturity and notice of redemption has been given as provided in the indenture and there shall have been deposited with the trustee either money or governmental obligations the principal of and the interest on which when due will provide money sufficient to pay the principal of and interest to become due on the note. DESCRIPTION OF CREDIT ENHANCEMENT AND SWAP AGREEMENTS CREDIT ENHANCEMENT Credit enhancement may be provided with respect to one or more series of the notes. The amounts and types of credit enhancement and the provider of the credit enhancement, if any, will be set forth in the related prospectus supplement. Credit enhancement may be in the form of a letter of credit, the subordination of one or more series of notes, the use of an insurance policy or surety bonds, the establishment of one or more reserve funds, interest rate swaps, or any combination of the foregoing. The presence of the Reserve Fund and other forms of credit enhancement for the benefit of any series of notes is intended to enhance the likelihood that noteholders of a series will receive the full amount of principal and interest due on the notes and to decrease the likelihood that such noteholders will experience losses. The credit enhancement will not provide protection against all risks of loss and will not guarantee payment to such noteholders of all amounts to which they are entitled unless a guarantee against losses is described in the related prospectus supplement. If losses or shortfalls occur that exceed the amount covered by the credit enhancement or that are not covered by the credit enhancement, noteholders will bear their allocable share of deficiencies. Moreover, if a form of credit enhancement covers more than one series of notes, holders of notes of one series will be subject to the risk that the credit enhancement will be exhausted by the claims of the holders of notes of one or more other series. SUBORDINATE NOTES. The notes issued by the trust will be designated senior notes, subordinate notes or junior subordinate notes in the related prospectus supplement. To the extent specified in the related prospectus supplement, the rights of the subordinate noteholders to receive distributions on any payment date will be subordinated to the corresponding rights of the senior noteholders, and the rights of the junior subordinate noteholders to receive distributions on any payment date will be subordinated to the corresponding rights of the subordinate noteholders and the senior noteholders. If so provided in the related prospectus supplement, the subordination of a series may apply only in the event of, or may be limited to, specific types of losses or shortfalls. The related prospectus supplement will set forth information concerning the amount of subordination provided by one or more series of notes, the circumstances under which such subordination will be available and the manner in which the amount of subordination will be made available. LETTER OF CREDIT. If so specified in the prospectus supplement with respect to a series, deficiencies in amounts otherwise payable on the notes or certain series of the notes will be covered by one or more letters of credit. The bank or financial institution issuing the letter of credit will be identified in a prospectus supplement. Under a letter of credit, the issuer will be obligated to honor draws in an aggregate fixed dollar amount generally equal to a percentage specified in the related prospectus supplement of the principal balance of the student loans on a specified date or of the initial aggregate principal balance of one or more series of notes. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit and may otherwise be reduced as described in the related prospectus supplement. The obligations of the issuer of the letter of credit will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust estate. NOTE INSURANCE AND SURETY BONDS. If so specified in the prospectus supplement with respect to a series of the notes, deficiencies in amounts otherwise payable on the notes or certain series of the notes will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. The insurance policies or surety bonds may cover timely distributions of interest and full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. RESERVE FUND. In addition to the Reserve Fund described in this prospectus, one or more reserve funds may be established with respect to a series of the notes. Cash, eligible investments, a demand note or a combination thereof, in the amounts so specified in the related prospectus supplement, may be deposited in such reserve fund. The reserve fund for a series may also be funded over time by depositing in the reserve fund a specified amount of the distributions received on the related receivables as specified in the related prospectus supplement. Amounts on deposit in any reserve fund, together with the reinvestment income on those amounts, will be applied by the trustee for the purposes, in the manner and to the extent specified in the related prospectus supplement. A reserve fund may be provided to increase the likelihood of timely payments of principal of and interest on the notes, if required as a condition to the rating of the notes of that series. If so specified in the related prospectus supplement, a reserve fund may be established to provide limited protection, in an amount satisfactory to each rating agency rating the notes, against certain types of losses not covered by insurance policies or other credit support. Following each interest payment date, amounts in a reserve fund in excess of any specified reserve fund requirement may be released from the reserve fund under the conditions specified in the related prospectus supplement and will not be available for further application by the trustee. Additional information concerning any reserve fund is to be set forth in the related prospectus supplement, including the initial balance of the reserve fund, the reserve fund balance to be maintained, the purposes for which funds in the reserve fund may be applied to make distributions to noteholders and use of investment earnings from the reserve fund, if any. SWAP AGREEMENTS; SWAP PAYMENTS If so provided in a prospectus supplement, the trust may enter into a swap agreement, which is a written contract under which the trust becomes obligated to pay to a counterparty on specified payments dates certain amounts in exchange for the counterparty's obligation to make payments to the trust on specified payment dates in specified amounts. The trust's obligation to make payments in connection with a swap agreement may be secured by a pledge of and lien on the trust estate. The trust will not enter into a swap agreement unless the trustee has received a confirmation from each rating agency providing a rating for the trust's notes that the swap agreement will not adversely affect the rating on any of the notes. DESCRIPTION OF THE FEDERAL FAMILY EDUCATION LOAN PROGRAM THE FEDERAL FAMILY EDUCATION LOAN PROGRAM The Higher Education Act provides for a program of direct federal insurance for student loans as well as reinsurance of student loans guaranteed or insured by state agencies or private non-profit corporations. The Higher Education Act currently authorizes certain student loans to be covered under the Federal Family Education Loan Program. The 1998 Amendments to the Higher Education Act extended the authorization for the Federal Family Education Loan Program through September 30, 2004. Congress has extended similar authorization dates in prior versions of the Higher Education Act. However, the current authorization dates may not again be extended and the other provisions of the Higher Education Act may not be continued in their present form. Generally, a student is eligible for loans made under the Federal Family Education Loan Program only if he or she: o has been accepted for enrollment or is enrolled in good standing at an eligible institution of higher education; o is carrying or planning to carry at least one-half the normal full-time workload for the course of study the student is pursuing as determined by the institution; o has agreed to promptly notify the holder of the loan of any address change; and o meets the applicable "needs" requirements. Eligible institutions include higher educational institutions and vocational schools that comply with specific federal regulations. Each loan is to be evidenced by an unsecured note. The Higher Education Act also establishes maximum interest rates for each of the various types of loans. These rates vary not only among loan types, but also within loan types depending upon when the loan was made or when the borrower first obtained a loan under the Federal Family Education Loan Program. The Higher Education Act allows lesser rates of interest to be charged. TYPES OF LOANS Four types of loans are currently available under the Federal Family Education Loan Program: o Subsidized Stafford Loans, o Unsubsidized Stafford Loans, o PLUS Loans, and o Consolidation Loans. These loan types vary as to eligibility requirements, interest rates, repayment periods, loan limits and eligibility for interest subsidies and special allowance payments. Some of these loan types have had other names in the past. References to these various loan types include, where appropriate, their predecessors The primary loan under the Federal Family Education Loan Program is the Subsidized Federal Stafford Loan (the "Subsidized Stafford Loan"). Students who are not eligible for Subsidized Stafford Loans based on their economic circumstances may be able to obtain Unsubsidized Federal Stafford Loans. Parents of students may be able to obtain Federal PLUS Loans. Consolidation Loans are available to borrowers with existing loans made under the Federal Family Education Loan Program and other federal programs to consolidate repayment of the borrower's existing loans. Prior to July 1, 1994, the Federal Family Education Loan Program also offered Federal Supplemental Loans for Students ("Federal SLS Loans") to graduate and professional students and independent undergraduate students and, under certain circumstances, dependent undergraduate students, to supplement their Subsidized Stafford Loans. SUBSIDIZED FEDERAL STAFFORD LOANS GENERAL. Subsidized Stafford Loans are eligible for reinsurance under the Higher Education Act if the eligible student to whom the loan is made has been accepted or is enrolled in good standing at an eligible institution of higher education or vocational school and is carrying at least one-half the normal full-time workload at that institution. Subsidized Stafford Loans have limits as to the maximum amount which may be borrowed for an academic year and in the aggregate for both undergraduate and graduate/professional study. Both aggregate limitations exclude loans made under the Federal SLS and Federal PLUS Programs. The Secretary of Education has discretion to raise these limits to accommodate students undertaking specialized training requiring exceptionally high costs of education. Subsidized Stafford Loans are generally made only to student borrowers who meet the needs tests provided in the Higher Education Act. Provisions addressing the implementation of needs analysis and the relationship between unmet need for financing and the availability of Subsidized Federal Stafford Loan Program funding have been the subject of frequent and extensive amendment in recent years. Further amendment to such provisions may materially affect the availability of Subsidized Stafford Loan funding to borrowers or the availability of Subsidized Stafford Loans for secondary market acquisition. Subsidized Stafford Loans are eligible for both interest subsidy payments and special allowance payments as described below under "--Interest subsidy payments" and "--Special allowance payments." INTEREST RATES FOR SUBSIDIZED FEDERAL STAFFORD LOANS. For a Subsidized Stafford Loan made prior to July 1, 1994, the applicable interest rate for a borrower who, on the date the promissory note was signed, did not have an outstanding balance on a previous Federal Family Education Loan Program loan: (1) is 7% per annum for a loan covering a period of instruction beginning before January 1,1981; (2) is 9% per annum for a loan covering a period of instruction beginning on or before January 1, 1981, but before September 13, 1983; (3) is 8% per annum for a loan covering a period of instruction beginning on or after September 13, 1983, but before July 1, 1988; (4) is 8% per annum for the period from the disbursement of the loan to the date which is four years after the loan enters repayment, for a loan made prior to October 1, 1992, covering a period of instruction beginning on or after July 1, 1988, and thereafter shall be adjusted annually, and for any 12-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.25% per annum (but not to exceed 10% per annum); or (5) for a loan made on or after October 1, 1992 shall be adjusted annually, and for any 12-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum (but not to exceed 9% per annum). For a Subsidized Stafford Loan made prior to July 1, 1994, the applicable interest rate for a borrower who, on the date the promissory note evidencing the loan was signed, had an outstanding balance on a previous loan made insured or guaranteed under the Federal Family Education Loan Program: (6) for a loan made prior to July 23, 1992 is the applicable interest rate on the previous loan or, if the previous loan is not a Subsidized Stafford Loan 8% per annum or (7) for a loan made on or before July 23, 1992 shall be adjusted annually, and for any twelve month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum but not to exceed: o 7% per annum in the case of a Subsidized Stafford Loan made to a borrower who has a loan described in clause (1) above; o 8% per annum in the case of o a Subsidized Stafford Loan made to a borrower who has a loan described in clause (3) above, o a Subsidized Stafford Loan which has not been in repayment for four years and which was made to a borrower who has a loan described in clause (4) above, o a Subsidized Stafford Loan for which the first disbursement was made prior to December 20, 1993 to a borrower whose previous loans do not include a Subsidized Stafford Loan or an Unsubsidized Stafford Loan; o 9% per annum in the case of a Subsidized Stafford Loan made to a borrower who has a loan described in clauses (2) or (5) above or a Subsidized Stafford Loan for which the first disbursement was made on or after December 20, 1993 to a borrower whose previous loans do not include a Subsidized Stafford Loan or an Unsubsidized Stafford Loan; and o 10% per annum in the case of a Subsidized Stafford Loan which has been in repayment for four years or more and which was made to a borrower who has a loan described in clause (4) above. The interest rate on all Subsidized Stafford Loans made on or after July 1, 1994 but prior to July 1, 1998, regardless of whether the borrower is a new borrower or a repeat borrower, is the rate described in clause (7) above, except that the interest rate shall not exceed 8.25% per annum. For any Subsidized Stafford Loan made on or after July 1, 1995, the interest rate is further reduced prior to the time the loan enters repayment and during any deferment periods. During deferment periods, the formula described in clause (7) above is applied, except that 2.5% is substituted for 3.1%, and the rate shall not exceed 8.25% per annum. For Subsidized Stafford Loans made on or after July 1, 1998 but before July 1, 2006, the applicable interest rate shall be adjusted annually, and for any twelve month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the proceeding June 1, plus 1.7% per annum prior to the time the loan enters repayment and during any deferment periods, and 2.3% per annum during repayment, but not to exceed 8.25% per annum. For loans the first disbursement of which is made on or after July 1, 2006, the applicable interest rate will be 6.8%. There can be no assurance that the interest rate provisions for these loans will not be further amended. UNSUBSIDIZED FEDERAL STAFFORD LOANS GENERAL. The Unsubsidized Federal Stafford Loan Program was created by Congress in 1992 for students who do not qualify for Subsidized Stafford Loans due to parental and/or student income and assets in excess of permitted amounts. These students are entitled to borrow the difference between the Subsidized Stafford Loan maximum and their Subsidized Stafford eligibility through the Unsubsidized Stafford Loan Program. The general requirements for Unsubsidized Federal Stafford Loans ("Unsubsidized Stafford Loans") are essentially the same as those for Subsidized Stafford Loans. The interest rate, the annual loan limits and the special allowance payment provisions of the Unsubsidized Stafford Loans are the same as the Subsidized Stafford Loans. However, the terms of the Unsubsidized Stafford Loans differ materially from Subsidized Stafford Loans in that the federal government will not make interest subsidy payments and the loan limitations are determined without respect to the expected family contribution. The borrower will be required to either pay interest from the time the loan is disbursed or capitalize the interest until repayment begins. Unsubsidized Stafford Loans were not available before October 1, 1992. A student meeting the general eligibility requirements for a loan under the Federal Family Education Loan Program is eligible for an Unsubsidized Stafford Loan without regard to need. Unsubsidized Stafford Loans are eligible for special allowance payments, as described below under "--Special allowance payments." INTEREST RATES FOR UNSUBSIDIZED FEDERAL STAFFORD LOANS. Unsubsidized Stafford Loans are subject to the same interest rate provisions as Subsidized Stafford Loans. FEDERAL PLUS LOANS GENERAL. PLUS Loans are made only to borrowers who are parents and, under certain circumstances, spouses of remarried parents, of dependent undergraduate students. For PLUS Loans made on or after July 1, 1993, the parent borrower must not have an adverse credit history as determined pursuant to criteria established by the Department of Education. The basic provisions applicable to PLUS Loans are similar to those of Subsidized Stafford Loans with respect to the involvement of guarantee agencies and the Secretary of Education in providing federal reinsurance on the loans. However, PLUS Loans differ significantly from Subsidized Stafford Loans, particularly because federal interest subsidy payments are not available under the PLUS Loan program and special allowance payments are more restricted. INTEREST RATES FOR FEDERAL PLUS LOANS. The applicable interest rate depends upon the date of issuance of the loan and the period of enrollment for which the loan is to apply. The applicable interest rate on a PLUS Loan: o made on or after January 1, 1981, but before October 1, 1981, is 9% per annum; o made on or after October 1, 1981, but before November 1, 1982, is 14% per annum; o made on or after November 1, 1982, but before July 1, 1987, is 12% per annum; o made on or after July 1, 1987, but before October 1, 1992 shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the bond equivalent rate of 52-week U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.25% per annum (but not to exceed 12% per annum); o made on or after October 1, 1992, but before July 1, 1994, shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the bond equivalent rate of 52-week U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum (but not to exceed 10% per annum). o made on or after July 1, 1994, but before July 1, 1998, is the same as that for a loan made on or after October 1, 1992, but before July 1, 1994, except that such rate shall not exceed 9% per annum; or o made on or after July 1, 1998, but before July 1, 2006, shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum (but not to exceed 9% per annum). o the first disbursement of which is made on or after July 1, 2006, will be 7.9%. For any 12-month period beginning on July 1, 2001 or any succeeding year, the weekly average 1-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System, for the last calendar week before such June 26, will be substituted for the 52-week Treasury bill as the index for interest rate calculations. FEDERAL SLS LOANS GENERAL. SLS Loans were limited to graduate or professional students, independent undergraduate students, and dependent undergraduate students, if the students' parents were unable to obtain a PLUS Loan and were also unable to provide the students' expected family contribution. Except for dependent undergraduate students, eligibility for SLS Loans was determined without regard to need. SLS Loans are similar to Subsidized Stafford Loans with respect to the involvement of guarantee agencies and the Secretary of Education in providing federal reinsurance on the loans. However, SLS Loans differ significantly from Subsidized Stafford Loans, particularly because federal interest subsidy payments are not available under the SLS Loan program and special allowance payments are more restricted. INTEREST RATES FOR FEDERAL SLS LOANS. The applicable interest rates on SLS Loans made prior to October 1, 1992 are identical to the applicable interest rates on PLUS Loans made at the same time. For SLS Loans made on or after October 1, 1992, the applicable interest rate is the same as the applicable interest rate on PLUS Loans, except that the ceiling is 11% per annum instead of 10% per annum. FEDERAL CONSOLIDATION LOANS GENERAL. The Higher Education Act authorizes a program under which certain borrowers may consolidate their various student loans into a single loan insured and reinsured on a basis similar to Subsidized Stafford Loans. Federal Consolidation Loans may be obtained in an amount sufficient to pay outstanding principal, unpaid interest and late charges on federally insured or reinsured student loans incurred under the Federal Family Education Loan Program, excluding Federal PLUS Loans made to "parent borrowers", selected by the borrower, as well as loans made pursuant to the Perkins (formally "National Direct Student Loan") and Health Professional Student Loan Programs. To be eligible for a Consolidation Loan, a borrower must: o have outstanding indebtedness on student loans made under the Federal Family Education Loan Program and/or certain other federal student loan programs, and o be in repayment status or in a grace period, or o be a defaulted borrower who has made arrangements to repay any defaulted loan satisfactory to the holder of the defaulted loan. If requested by the borrower, an eligible lender may consolidate SLS or PLUS Loans of the same borrower held by the lender under a single repayment schedule. The repayment period for each included loan shall be based on the commencement of repayment of the most recent loan. The consolidated loan shall bear interest at a rate equal to the weighted average of the rates of the included loans. Such a consolidation shall not be treated as the making of a new loan. In addition, at the request of the borrower, a lender may refinance an existing fixed rate SLS or PLUS Loan, including an SLS or PLUS Loan held by a different lender who has refused to refinance the loan, at a variable interest rate. In this case, proceeds of the new loan are used to discharge the original loan. A married couple who agree to be jointly liable on a Consolidation Loan, for which the application is received on or after January 1, 1993, may be treated as an individual for purposes of obtaining a Consolidation Loan. For Consolidation Loans disbursed prior to July 1, 1994 the borrower was required to have outstanding student loan indebtedness of at least $7,500. Prior to the adoption of the Higher Education Technical Amendments Act of 1993, PLUS Loans could not be included in the Consolidation Loan. For Consolidation Loans for which the applications were received prior to January 1, 1993, the minimum student loan indebtedness was $5,000 and the borrower could not be delinquent more than 90 days in the payment of such indebtedness. For applications received on or after January 1, 1993, borrowers may add additional loans to a Federal Consolidation Loan during the 180-day period following the origination of the Federal Consolidation Loan. INTEREST RATES FOR FEDERAL CONSOLIDATION LOANS. A Consolidation Loan made prior to July 1, 1994 bears interest at a rate equal to the weighted average of the interest rates on the loans retired, rounded to the nearest whole percent, but not less than 9% per annum. Except as described in the next sentence, a Consolidation Loan made on or after July 1, 1994 bears interest at a rate equal to the weighted average of the interest rates on the loans retired, rounded upward to the nearest whole percent, but with no minimum rate. For a Consolidation Loan for which the application is received by an eligible lender on or after November 13, 1997 and before October 1, 1998, the interest rate shall be adjusted annually, and for any twelve-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum, but not to exceed 8.25% per annum. Notwithstanding these general interest rates, the portion, if any, of a Consolidation Loan that repaid a loan made under title VII, Sections 700-721 of the Public Health Services Act, as amended, has a different variable interest rate. Such portion is adjusted on July 1 of each year, but is the sum of the average of the T-Bill Rates auctioned for the quarter ending on the preceding June 30, plus 3.0%, without any cap on the interest rate. Consolidation Loans made on or after October 1, 1998 and before July 1, 2006 will bear interest at a per annum rate equal to the lesser of 8.25% or the weighted average of the interest rates on the loans being consolidated, rounded to the nearest higher 1/8th of 1%. Consolidation Loans for which the application is received on or after July 1, 2006, will bear interest also at a rate per annum equal to the lesser of 8.25% or the weighted average of the interest rates on the loans being consolidated, rounded to the nearest higher 1/8th of 1%. For a discussion of required payments that reduce the return on Consolidation Loans, see "Fees - Rebate Fees on Consolidation Loans" in this prospectus. MAXIMUM LOAN AMOUNTS Each type of loan is subject to limits on the maximum principal amount, both with respect to a given year and in the aggregate. Consolidation Loans are limited only by the amount of eligible loans to be consolidated. All of the loans are limited to the difference between the cost of attendance and the other aid available to the student. Subsidized Stafford Loans are also subject to limits based upon needs analysis. Additional limits are described below. LOAN LIMITS FOR STAFFORD AND UNSUBSIDIZED STAFFORD LOANS. Subsidized Stafford and Unsubsidized Stafford Loans ("Stafford Loans") are generally treated as one loan type for loan limit purposes. A student who has not successfully completed the first year of a program of undergraduate education may borrow up to $2,625 in an academic year. A student who has successfully completed the first year, but who has not successfully completed the second year may borrow up to $3,500 per academic year. An undergraduate student who has successfully completed the first and second year, but who has not successfully completed the remainder of a program of undergraduate education, may borrow up to $5,500 per academic year. For students enrolled in programs of less than an academic year in length, the limits are generally reduced in proportion to the amount by which the programs are less than one year in length. A graduate or professional student may borrow up to $8,500 in an academic year. The maximum aggregate amount of Stafford and Unsubsidized Stafford Loans, including that portion of a Consolidation Loan used to repay such loans, which an undergraduate student may have outstanding is $23,000. The maximum aggregate amount for a graduate and professional student, including loans for undergraduate education, is $65,500. The Secretary of Education is authorized to increase the limits applicable to graduate and professional students who are pursuing programs which the Secretary of Education determines to be exceptionally expensive. Prior to the enactment of the Higher Education Amendments of 1992, an undergraduate student who had not successfully completed the first and second year of a program of undergraduate education could borrow Stafford Loans in amounts up to $2,625 in an academic year. An undergraduate student who had successfully completed the first and second year, but who had not successfully completed the remainder of a program of undergraduate education could borrow up to $4,000 per academic year. The maximum for graduate and professional students was $7,500 per academic year. The maximum aggregate amount of Stafford Loans which a borrower could have outstanding, including that portion of a Consolidation Loan used to repay such loans, was $17,250. The maximum aggregate amount for a graduate or professional student, including loans for undergraduate education, was $54,750. Prior to the 1986 changes, the annual limits were generally lower. LOAN LIMITS FOR PLUS LOANS. For PLUS Loans made on or after July 1, 1993, the amounts of PLUS Loans are limited only by the student's unmet need. Prior to that time PLUS Loans were subject to limits similar to those of SLS Loans applied with respect to each student on behalf of whom the parent borrowed. LOAN LIMITS FOR SLS LOANS. A student who had not successfully completed the first and second year of a program of undergraduate education could borrow an SLS Loan in an amount of up to $4,000. A student who had successfully completed the first and second year, but who had not successfully completed the remainder of a program of undergraduate education could borrow up to $5,000 per year. Graduate and professional students could borrow up to $10,000 per year. SLS Loans were subject to an aggregate maximum of $23,000 ($73,000 for graduate and professional students). Prior to the 1992 changes, SLS Loans were available in amounts of $4,000 per academic year, up to a $20,000 aggregate maximum. Prior to the 1986 changes, a graduate or professional student could borrow $3,000 of SLS Loans per academic year, up to a $15,000 maximum, and an independent undergraduate student could borrow $2,500 of SLS Loans per academic year minus the amount of all other Federal Family Education Loan Program loans to such student for such academic year, up to the maximum amount of all Federal Family Education Loan Program loans to that student of $12,500. In 1989, the amount of SLS Loans for students enrolled in programs of less than an academic year in length were limited in a manner similar to the limits described above under "Subsidized Federal Stafford Loans". DISBURSEMENT REQUIREMENTS The Higher Education Act now requires that virtually all Stafford Loans and PLUS Loans be disbursed by eligible lenders in at least two separate installments. The proceeds of a loan made to any undergraduate first-year student borrowing for the first time under the program must be delivered to the student no earlier than thirty days after the enrollment period begins. REPAYMENT REPAYMENT PERIODS. Loans made under the Federal Family Education Loan Program, other than Consolidation Loans, must provide for repayment of principal in periodic installments over a period of not less than five nor more than ten years. After the 1998 Amendments, lenders are required to offer extended repayment schedules to new borrowers who accumulate outstanding loans of more than $30,000, in which case the repayment period may extend up to 25 years subject to certain minimum repayment amounts. A Consolidation Loan must be repaid during a period agreed to by the borrower and lender, subject to maximum repayment periods which vary depending upon the principal amount of the borrower's outstanding student loans, but may not be longer than 30 years. For Consolidation Loans for which the application was received prior to January 1, 1993, the repayment period could not exceed 25 years. Repayment of principal on a Stafford Loan does not commence while a student remains a qualified student, but generally begins upon expiration of the applicable grace period. Grace periods may be waived by borrowers. For Stafford Loans for which the applicable rate of interest is 7% per annum, the repayment period commences not more than twelve months after the borrower ceases to pursue at least a half-time course of study. For other Subsidized Stafford Loans and Unsubsidized Stafford Loans, the repayment period commences not more than six months after the borrower ceases to pursue at least a half-time course of study. The six month or twelve month periods are the "grace periods". In the case of SLS, PLUS and Consolidated Loans, the repayment period commences on the date of final disbursement of the loan, except that the borrower of an SLS Loan who also has a Stafford Loan may defer repayment of the SLS Loan to coincide with the commencement of repayment of the Subsidized Stafford or Unsubsidized Stafford Loan. During periods in which repayment of principal is required, payments of principal and interest must in general be made at a rate of not less than the greater of $600 per year or the interest that accrues during the year, except that a borrower and lender may agree to a lesser rate at any time before or during the repayment period. A borrower may agree, with concurrence of the lender, to repay the loan in less than five years with the right subsequently to extend his minimum repayment period to five years. Borrowers may accelerate, without penalty, the repayment of all or any part of the loan. INCOME SENSITIVE REPAYMENT SCHEDULES. Since 1992, lenders of Consolidation Loans have been required to establish graduated or income-sensitive repayment schedules and lenders of Stafford and SLS Loans have been required to offer borrowers the option of repaying in accordance with graduated or income-sensitive repayment schedules. The trust may implement graduated repayment schedules and income-sensitive repayment schedules. Use of income-sensitive repayment schedules may extend the ten-year maximum term for up to five years. In addition, if the repayment schedule on a loan that has been converted to a variable interest rate does not provide for adjustments to the amount of the monthly installment payments, the ten-year maximum term may be extended for up to three years. DEFERMENT PERIODS. No principal repayments need be made during certain periods of deferment prescribed by the Higher Education Act. For loans to a borrower who first obtained a loan which was disbursed before July 1, 1993, deferments are available: o during a period not exceeding three years while the borrower is a member of the Armed Forces, an officer in the Commissioned Corps of the Public Health Service or, with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, an active duty member of the National Oceanic and Atmospheric Administration Corps; o during a period not in excess of three years while the borrower is a volunteer under the Peace Corps Act; o during a period not in excess of three years while the borrower is a full-time volunteer under the Domestic Volunteer Act of 1973; o during a period not exceeding three years while the borrower is in service, comparable to the service described above as a full-time volunteer for an organization which is exempt from taxation under Section 501(c)(3) of the Code; o during a period not exceeding two years while the borrower is serving an internship necessary to receive professional recognition required to begin professional practice or service, or a qualified internship or residency program; o during a period not exceeding three years while the borrower is temporarily totally disabled, as established by sworn affidavit of a qualified physician, or while the borrower is unable to secure employment by reason of the care required by a dependent who is so disabled; o during a period not to exceed twenty-four months while the borrower is seeking and unable to find full-time employment; o during any period that the borrower is pursuing a full-time course of study at an eligible institution (or, with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, is pursuing at least a half-time course of study for which the borrower has obtained a loan under the Federal Family Education Loan Program), or is pursuing a course of study pursuant to a graduate fellowship program or a rehabilitation training program for disabled individuals approved by the Secretary of Education; o during a period, not in excess of 6 months, while the borrower is on parental leave; and o only with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, during a period not in excess of three years while the borrower is a full-time teacher in a public or nonprofit private elementary or secondary school in a "teacher shortage area" (as prescribed by the Secretary of Education), and during a period not in excess of 12 months for mothers, with preschool age children, who are entering or re-entering the work force and who are compensated at a rate not exceeding $1 per hour in excess of the federal minimum wage. For loans to a borrower who first obtains a loan on or after July 1, 1993, deferments are available: o during any period that the borrower is pursuing at least a half-time course of study at an eligible institution or a course of study pursuant to a graduate fellowship program or rehabilitation training program approved by the Secretary of Education; o during a period not exceeding three years while the borrower is seeking and unable to find full-time employment; and o during a period not in excess of three years for any reason which the lender determines, in accordance with regulations under the Higher Education Act, has caused or will cause the borrower economic hardship. Economic hardship includes working full time and earning an amount not in excess of the greater of the minimum wage or the poverty line for a family of two. Additional categories of economic hardship are based on the relationship between a borrower's educational debt burden and his or her income. Prior to the 1992 changes, only certain of the deferment periods described above were available to PLUS Loan borrowers, and only certain deferment periods were available to Consolidation Loan borrowers. Prior to the 1986 changes, PLUS Loan borrowers were not entitled to certain deferment periods. Deferment periods extend the ten-year maximum term. FORBEARANCE PERIOD. The Higher Education Act also provides for periods of forbearance during which the borrower, in case of temporary financial hardship, may defer any payments. A borrower is entitled to forbearance for a period not to exceed three years while the borrower's debt burden under Title IV of the Higher Education Act (which includes the Federal Family Education Loan Program) equals or exceeds 20% of the borrower's gross income, and also is entitled to forbearance while he or she is serving in a qualifying medical or dental internship program or in a "national service position" under the National and Community Service Trust Act of 1993. In addition, mandatory administrative forbearances are provided in exceptional circumstances such as a local or national emergency or military mobilization, or when the geographical area in which the borrower or endorser resides has been designated a disaster area by the President of the United States or Mexico, the Prime Minister of Canada, or by the governor of a state. In other circumstances, forbearance is at the lender's option. Forbearance also extends the ten year maximum term. INTEREST PAYMENTS DURING GRACE, DEFERMENT AND FORBEARANCE PERIODS. The Secretary of Education makes interest payments on behalf of the borrower of certain eligible loans while the borrower is in school and during grace and deferment periods. Interest that accrues during forbearance periods and, if the loan is not eligible for interest subsidy payments, while the borrower is in school and during the grace and deferment periods, may be paid monthly or quarterly or capitalized not more frequently than quarterly. FEES GUARANTEE FEE. A guarantee agency is authorized to charge a premium, or guarantee fee, of up to 1% of the principal amount of the loan, which must be deducted proportionately from each installment payment of the proceeds of the loan to the borrower. ORIGINATION FEE. An eligible lender is authorized to charge the borrower of a Subsidized Stafford Loan and an Unsubsidized Stafford Loan an origination fee in an amount not to exceed 3% of the principal amount of the loan, and is required to charge the borrower of a PLUS Loan an origination fee in the amount of 3% of the principal amount of the loan. These fees must be deducted proportionately from each installment payment of the loan proceeds prior to payment to the borrower. These fees are not retained by the lender, but must be passed on to the Secretary of Education. LENDER ORIGINATION FEE. The lender of any loan under the Federal Family Education Loan Program made on or after October 1, 1993 is required to pay to the Secretary of Education a fee equal to 0.5% of the principal amount of such loan. REBATE FEE ON CONSOLIDATION LOANS. The holder of any Consolidation Loan made on or after October 1, 1993 is required to pay to the Secretary of Education a monthly fee equal to .0875% (1.05% per annum) of the principal amount of, and accrued interest on the Consolidation Loan. For loans made pursuant to applications received on or after October 1, 1998, and on or before January 31, 1999 the fee on consolidation loans of 1.05% is reduced to .62%. INTEREST SUBSIDY PAYMENTS Interest subsidy payments are interest payments paid with respect to an eligible loan before the time that the loan enters repayment and during grace and deferment periods. The Secretary of Education and the guarantee agencies enter into interest subsidy agreements whereby the Secretary of Education agrees to pay interest subsidy payments to the holders of eligible guaranteed loans for the benefit of students meeting certain requirements, subject to the holders' compliance with all requirements of the Higher Education Act. Only Subsidized Stafford Loans and Consolidation Loans for which the application was received on or after January 1, 1993, are eligible for interest subsidy payments. Consolidation Loans made after August 10, 1993 are eligible for interest subsidy payments only if all loans consolidated thereby are Subsidized Stafford Loans, except that Consolidation Loans for which the application is received by an eligible lender on or after November 13, 1997 and before October 1, 1998, are eligible for interest subsidy payments on that portion of the Consolidation Loan that repays Subsidized Stafford Loans or similar subsidized loans made under the direct loan program. In addition, to be eligible for interest subsidy payments, guaranteed loans must be made by an eligible lender under the applicable guarantee agency's guarantee program, and must meet requirements prescribed by the rules and regulations promulgated under the Higher Education Act. The Secretary of Education makes interest subsidy payments quarterly on behalf of the borrower to the holder of a guaranteed loan in a total amount equal to the interest which accrues on the unpaid principal amount prior to the commencement of the repayment period of the loan or during any deferment period. A borrower may elect to forego interest subsidy payments, in which case the borrower is required to make interest payments. SPECIAL ALLOWANCE PAYMENTS The Higher Education Act provides for special allowance payments to be made by the Secretary of Education to eligible lenders. The rates for special allowance payments are based on formulas that differ according to the type of loan, the date the loan was originally made or insured and the type of funds used to finance the loan (taxable or tax-exempt). Special Allowance Payments are generally payable, with respect to variable rate loans to which a maximum borrower interest rate applies, only when the maximum borrower interest rate is in effect. The Secretary of Education offsets Interest Subsidy Payments and Special Allowance Payments by the amount of origination fees and lender origination fees described above under "--Fees," whether or not the lender collects these amounts. FEDERAL SUBSIDIZED AND UNSUBSIDIZED STAFFORD LOANS. The effective formulas for special allowance payment rates for Subsidized Stafford and Unsubsidized Stafford Loans are summarized in the following chart. The T-Bill Rate mentioned in the chart refers to the average of the bond equivalent yield of the 91-day Treasury bills auctioned during the preceding quarter. DATE OF LOANS ANNUALIZED SAP RATE On or after October 1, 1981 T-Bill Rate less Applicable Interest Rate + 3.5% On or after November 16, 1986 T-Bill Rate less Applicable Interest Rate + 3.25% On or after October 1, 1992 T-Bill Rate less Applicable Interest Rate + 3.1% On or after July 1, 1995 T-Bill Rate less Applicable Interest Rate + 3.1%(1) On or after July 1, 1998 T-Bill Rate less Applicable Interest Rate + 2.8%(2) On or after January 1, 2000 3 Month Commercial Paper Rate less Applicable and before July 1, 2003 Interest Rate + 2.34%(3) (1) Substitute 2.5% in this formula while such loans are in the in-school or grace period. (2) Substitute 2.2% in this formula while such loans are in the in-school or grace period. (3) Substitute 1.74% in this formula while such loans are in the in-school or grace period. The effective formulas for special allowance payment rates for Subsidized Stafford Loans and Unsubsidized Stafford Loans differ depending on whether loans to borrowers were acquired or originated with the proceeds of tax-exempt obligations. There are minimum special allowance payment rates for Subsidized Stafford Loans and Unsubsidized Stafford Loans acquired with proceeds of tax-exempt obligations, which rates effectively ensure an overall minimum return of 9.5% on such loans. However, loans acquired with the proceeds of tax-exempt obligations originally issued after September 30, 1993 are not assured of a minimum special allowance payment. PLUS AND CONSOLIDATION LOANS. The formula for Special Allowance Payment rates for PLUS and Consolidation Loans are as follows: DATE OF LOANS ANNUALIZED SAP RATE On or after October 1, 1992 T-Bill Rate less Applicable Interest Rate +3.1% On or after January 1, 2000 3 Month Commercial Paper Rate less Applicable Interest Rate +2.64% The Higher Education Act provides that if special allowance payments or interest subsidy payments have not been made within 30 days after the Secretary of Education receives an accurate, timely and complete request therefor, the special allowance payable to such holder shall be increased by an amount equal to the daily interest accruing on the special allowance and interest subsidy payments due the holder. Special allowance payments and interest subsidy payments are reduced by the amount which the lender is authorized or required to charge as an origination fee. In addition, the amount of the lender origination fee is collected by offset to special allowance payments and interest subsidy payments. DESCRIPTION OF THE GUARANTEE AGENCIES The student loans that the trust acquires will be guaranteed by any one or more guarantee agencies identified in the related prospectus supplement. The following discussion relates to guarantee agencies under the Federal Family Education Loan Program. A guarantee agency guarantees loans made to students or parents of students by lending institutions such as banks, credit unions, savings and loan associations, certain schools, pension funds and insurance companies. A guarantee agency generally purchases defaulted student loans which it has guaranteed with its reserve fund. A lender may submit a default claim to the guarantee agency after the student loan has been delinquent for at least 270 days. The default claim package must include all information and documentation required under the Federal Family Education Loan Program regulations and the guarantee agency's policies and procedures. In general, a guarantee agency's reserve fund has been funded principally by administrative cost allowances paid by the Secretary of Education, guarantee fees paid by lenders, investment income on moneys in the reserve fund, and a portion of the moneys collected from borrowers on guaranteed loans that have been reimbursed by the Secretary of Education to cover the guarantee agency's administrative expenses. Various changes to the Higher Education Act have adversely affected the receipt of revenues by the guarantee agencies and their ability to maintain their reserve funds at previous levels, and may adversely affect their ability to meet their guarantee obligations. These changes include: o the reduction in reinsurance payments from the Secretary of Education because of reduced reimbursement percentages; o the reduction in maximum permitted guarantee fees from 3% to 1% for loans made on or after July 1, 1994; o the replacement of the administrative cost allowance with a student loan processing and issuance fee equal to 65 basis points (40 basis points for loans made on or after October 1, 1993) paid at the time a loan is guaranteed, and an account maintenance fee of 12 basis points (10 basis points for fiscal years 2001-2003) paid annually on outstanding guaranteed student loans; o the reduction in supplemental preclaims assistance payments from the Secretary of Education; and o the reduction in retention by a guarantee agency of collections on defaulted loans from 27% to 24% (23% beginning on October 1, 2003). Additionally, the adequacy of a guarantee agency's reserve fund to meet its guarantee obligations with respect to existing student loans depends, in significant part, on its ability to collect revenues generated by new loan guarantees. The Federal Direct Student Loan Program discussed below may adversely affect the volume of new loan guarantees. Future legislation may make additional changes to the Higher Education Act that would significantly affect the revenues received by guarantee agencies and the structure of the guarantee agency program. The Higher Education Act gives the Secretary of Education various oversight powers over guarantee agencies. These include requiring a guarantee agency to maintain its reserve fund at a certain required level and taking various actions relating to a guarantee agency if its administrative and financial condition jeopardizes its ability to meet its obligations. These actions include, among others, providing advances to the guarantee agency, terminating the guarantee agency's federal reimbursement contracts, assuming responsibility for all functions of the guarantee agency, and transferring the guarantee agency's guarantees to another guarantee agency or assuming such guarantees. The Higher Education Act provides that a guarantee agency's reserve fund shall be considered to be the property of the United States to be used in the operation of the Federal Family Education Loan Program or the Federal Direct Student Loan Program, and, under certain circumstances, the Secretary of Education may demand payment of amounts in the reserve fund. The 1998 Amendments mandate the recall of guarantee agency reserve funds by the Secretary of Education amounting to $82.5 million in fiscal year 2006, and $82.5 million in fiscal year 2007. However, certain minimum reserve levels are protected from recall, and under the 1998 Amendments, guarantee agency reserve funds were restructured to provide guarantee agencies with additional flexibility in choosing how to spend certain funds they receive. The new recall of reserves for guarantee agencies increases the risk that resources available to guarantee agencies to meet their guarantee obligation will be significantly reduced. Relevant federal laws, including the Higher Education Act, may be further changed in a manner that may adversely affect the ability of a guarantee agency to meet its guarantee obligations. Student loans originated prior to October 1, 1993 are fully guaranteed as to principal and accrued interest. Student loans originated after October 1, 1993 are guaranteed as to 98% of principal and accrued interest. Under the Higher Education Act, if the Department of Education has determined that a guarantee agency is unable to meet its insurance obligations, the holders of loans guaranteed by such guarantee agency must submit claims directly to the Department of Education, and the Department of Education is required to pay the full guarantee payment due with respect thereto in accordance with guarantee claims processing standards no more stringent than those applied by the guarantee agency. There are no assurances as to the Secretary of Education's actions if a guarantee agency encounters administrative or financial difficulties or that the Secretary of Education will not demand that a guarantee agency transfer additional portions or all of its reserve fund to the Secretary of Education. Information relating to the particular guarantee agencies guaranteeing our student loans will be set forth in the prospectus supplement. FEDERAL AGREEMENTS GENERAL. A guaranty agency's right to receive federal reimbursements for various guarantee claims paid by such guarantee agency is governed by the Higher Education Act and various contracts entered into between guarantee agencies and the Secretary of Education. Each guarantee agency and the Secretary of Education have entered into federal reimbursement contracts pursuant to the Higher Education Act, which provide for the guarantee agency to receive reimbursement of a percentage of insurance payments that the guarantee agency makes to eligible lenders with respect to loans guaranteed by the guarantee agency prior to the termination of the federal reimbursement contracts or the expiration of the authority of the Higher Education Act. The federal reimbursement contracts provide for termination under certain circumstances and also provide for certain actions short of termination by the Secretary of Education to protect the federal interest. In addition to guarantee benefits, qualified student loans acquired under the Federal Family Education Loan Program benefit from certain federal subsidies. Each guarantee agency and the Secretary of Education have entered into an Interest Subsidy Agreement under the Higher Education Act which entitles the holders of eligible loans guaranteed by the guarantee agency to receive interest subsidy payments from the Secretary of Education on behalf of certain students while the student is in school, during a six to twelve month grace period after the student leaves school, and during certain deferment periods, subject to the holders' compliance with all requirements of the Higher Education Act. United States Courts of Appeals have held that the federal government, through subsequent legislation, has the right unilaterally to amend the contracts between the Secretary of Education and the guarantee agencies described herein. Amendments to the Higher Education Act in 1986, 1987, 1992, 1993, and 1998, respectively o abrogated certain rights of guarantee agencies under contracts with the Secretary of Education relating to the repayment of certain advances from the Secretary of Education, o authorized the Secretary of Education to withhold reimbursement payments otherwise due to certain guarantee agencies until specified amounts of such guarantee agencies' reserves had been eliminated, o added new reserve level requirements for guarantee agencies and authorized the Secretary of Education to terminate the Federal Reimbursement Contracts under circumstances that did not previously warrant such termination, o expanded the Secretary of Education's authority to terminate such contracts and to seize guarantee agencies' reserves and o mandated the additional recall of guarantee agency reserve funds. FEDERAL INSURANCE AND REIMBURSEMENT OF GUARANTEE AGENCIES EFFECT OF ANNUAL CLAIMS RATE. With respect to loans made prior to October 1, 1993, the Secretary of Education currently agrees to reimburse the guarantee agency for up to 100% of the amounts paid on claims made by lenders, as discussed in the formula described below, so long as the eligible lender has properly serviced such loan. The amount of reimbursement is lower for loans originated after October 1, 1993, as described below. Depending on the claims rate experience of a guarantee agency, such reimbursement may be reduced as discussed in the formula described below. The Secretary of Education also agrees to repay 100% of the unpaid principal plus applicable accrued interest expended by a guarantee agency in discharging its guarantee obligation as a result of the bankruptcy, death, or total and permanent disability of a borrower, or in the case of a PLUS Loan, the death of the student on behalf of whom the loan was borrowed, or in certain circumstances, as a result of school closures, which reimbursements are not to be included in the calculations of the guarantee agency's claims rate experience for the purpose of federal reimbursement under the Federal Reimbursement Contracts. The formula used for loans initially disbursed prior to October 1, 1993 is summarized below: CLAIMS RATE FEDERAL PAYMENT 0% up to 5% 100% 5% up to 9% 100% of claims up to 5%; 90% of claims 5% and over 9% and over 100% of claims up to 5%; 90% of claims 5% and over, up to 9%; 80% of claims 9% and over The claims experience is not accumulated from year to year, but is determined solely on the basis of claims in any one federal fiscal year compared with the original principal amount of loans in repayment at the beginning of that year. The 1993 Amendments reduce the reimbursement amounts described above, effective for loans initially disbursed on or after October 1, 1993 as follows: 100% reimbursement is reduced to 98%, 90% reimbursement is reduced to 88%, and 80% reimbursement is reduced to 78%, subject to certain limited exceptions. The 1998 Amendments further reduce the federal reimbursement amounts from 98% to 95%, 88% to 85%, and 78% to 75% respectively, for student loans first disbursed on or after October 1, 1998. The reduced reinsurance for federal guaranty agencies increases the risk that resources available to guarantee agencies to meet their guarantee obligation will be significantly reduced. REIMBURSEMENT. The original principal amount of loans guaranteed by a guarantee agency which are in repayment for purposes of computing reimbursement payments to a guarantee agency means the original principal amount of all loans guaranteed by a guarantee agency less: o the original principal amount of such loans that have been fully repaid, and o the original amount of such loans for which the first principal installment payment has not become due. Guarantee agencies with default rates below 5% are required to pay the Secretary of Education annual fees equivalent to 0.51% of new loans guaranteed, while all other such agencies must pay a 0.5% fee. The Secretary of Education may withhold reimbursement payments if a guarantee agency makes a material misrepresentation or fails to comply with the terms of its agreements with the Secretary of Education or applicable federal law. Under the guarantee agreements, if a payment on a Federal Family Education Loan guaranteed by a guarantee agency is received after reimbursement by the Secretary of Education, the guarantee agency is entitled to receive an equitable share of the payment. Any originator of any student loan guaranteed by a guarantee agency is required to discount from the proceeds of the loan at the time of disbursement, and pay to the guarantee agency, an insurance premium which may not exceed that permitted under the Higher Education Act. Under present practice, after the Secretary of Education reimburses a guarantee agency for a default claim paid on a guaranteed loan, the guarantee agency continues to seek repayment from the borrower. The guarantee agency returns to the Secretary of Education payments that it receives from a borrower after deducting and retaining: a percentage amount equal to the complement of the reimbursement percentage in effect at the time the loan was reimbursed, and an amount equal to 24% of such payments for certain administrative costs. The Secretary of Education may, however, require the assignment to the Secretary of defaulted guaranteed loans, in which event no further collections activity need be undertaken by the guarantee agency, and no amount of any recoveries shall be paid to the guarantee agency. A guarantee agency may enter into an addendum to its Interest Subsidy Agreement that allows the guarantee agency to refer to the Secretary of Education certain defaulted guaranteed loans. Such loans are then reported to the IRS to "offset" any tax refunds which may be due any defaulted borrower. To the extent that the guarantee agency has originally received less than 100% reimbursement from the Secretary of Education with respect to such a referred loan, the guarantee agency will not recover any amounts subsequently collected by the federal government which are attributable to that portion of the defaulted loan for which the guarantee agency has not been reimbursed. REHABILITATION OF DEFAULTED LOANS. Under the Higher Education Act, the Secretary of Education is authorized to enter into an agreement with a guarantee agency pursuant to which the guarantee agency shall sell defaulted loans that are eligible for rehabilitation to an eligible lender. The guarantee agency shall repay the Secretary of Education an amount equal to 81.5% of the then current principal balance of such loan, multiplied by the reimbursement percentage in effect at the time the loan was reimbursed. The amount of such repayment shall be deducted from the amount of federal reimbursement payments for the fiscal year in which such repayment occurs, for purposes of determining the reimbursement rate for that fiscal year. For a loan to be eligible for rehabilitation, the guarantee agency must have received consecutive payments for 12 months of amounts owed on such loan. Upon rehabilitation, a loan is eligible for all the benefits under the Higher Education Act for which it would have been eligible had no default occurred (except that a borrower's loan may only be rehabilitated once). ELIGIBILITY FOR FEDERAL REIMBURSEMENT. To be eligible for federal reimbursement payments, guaranteed loans must be made by an eligible lender under the applicable guarantee agency's guarantee program, which must meet requirements prescribed by the rules and regulations promulgated under the Higher Education Act, including the borrower eligibility, loan amount, disbursement, interest rate, repayment period and guarantee fee provisions described herein and the other requirements set forth in the Higher Education Act. Prior to the 1998 Amendments, a Federal Family Education Loan was considered to be in default for purposes of the Higher Education Act when the borrower failed to make an installment payment when due, or to comply with the other terms of the loan, and if the failure persists for 180 days in the case of a loan repayable in monthly installments or for 240 days in the case of a loan repayable in less frequent installments. Under the 1998 Amendments, the delinquency period required for a student loan to be declared in default is increased from 180 days to 270 days for loans payable in monthly installments on which the first day of delinquency occurs on or after the date of enactment of the 1998 Amendments and from 240 days to 330 days for a loan payable less frequently than monthly on which the delinquency occurs after the date of enactment of the 1998 Amendments. The guarantee agency must pay the lender for the defaulted loan prior to submitting a claim to the Secretary of Education for reimbursement. The guarantee agency must submit a reimbursement claim to the Secretary of Education within 45 days after it has paid the lender's default claim. As a prerequisite to entitlement to payment on the guarantee by the guarantee agency, and in turn payment of reimbursement by the Secretary of Education, the lender must have exercised reasonable care and diligence in making, servicing and collecting the guaranteed loan. Generally, these procedures require: o that completed loan applications be processed; o a determination of whether an applicant is an eligible borrower attending an eligible institution under the Higher Education Act be made; o the borrower's responsibilities under the loan be explained to him or her; o the promissory note evidencing the loan be executed by the borrower; and o that the loan proceeds be disbursed by the lender in a specified manner. After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferments and forbearances and credit the borrower for payments made. If a borrower becomes delinquent in repaying a loan, a lender must perform certain collection procedures, primarily telephone calls, demand letters, skiptracing procedures and requesting assistance from the applicable guarantee agency, that vary depending upon the length of time a loan is delinquent. DIRECT LOANS The 1993 Amendments authorized a program of "direct loans," to be originated by schools with funds provided by the Secretary of Education. Under the direct loan program, the Secretary of Education is directed to enter into agreements with schools, or origination agents in lieu of schools, to disburse loans with funds provided by the Secretary. Participation in the program by schools is voluntary. The goals set forth in the 1993 Amendments call for the direct loan program to constitute 5% of the total volume of loans made under the Federal Family Education Loan Program and the direct loan program for academic year 1994-1995, 40% for academic year 1995-1996, 50% for academic years 1996-1997 and 1997-1998 and 60% for academic year 1998-1999. No provision is made for the size of the direct loan program thereafter. Based upon information released by the General Accounting Office, participation by schools in the direct loan program has not been sufficient to meet the goals for the 1995-1996 or 1996-1997 academic years. The 1998 Amendments removed references to the "phase-in" of the Direct Loan Program, including restrictions on annual limits for Direct Loan Program volume and the Secretary's authority to select additional institutions to achieve balanced school representation. The loan terms are generally the same under the direct loan program as under the Federal Family Education Loan Program, though more flexible repayment provisions are available under the direct loan program. At the discretion of the Secretary of Education, students attending schools that participate in the direct loan program (and their parents) may still be eligible for participation in the Federal Family Education Loan Program, though no borrower could obtain loans under both programs for the same period of enrollment. It is difficult to predict the impact of the direct lending program. There is no way to accurately predict the number of schools that will participate in future years, or, if the Secretary authorizes students attending participating schools to continue to be eligible for Federal Family Education Loan Program loans, how many students will seek loans under the direct loan program instead of the Federal Family Education Loan Program. In addition, it is impossible to predict whether future legislation will eliminate, limit or expand the direct loan program or the Federal Family Education Loan Program. OTHER GUARANTEE AGENCIES Although the student loans that comprise the assets of the trust will generally be guaranteed by the guarantee agencies described in the related prospectus supplement, the trust may acquire student loans that are guaranteed by other guarantee agencies with the approval of the rating agencies. THE TRUSTEE AND THE ELIGIBLE LENDER TRUSTEE Deutsche Bank Trust Company Americas, a banking corporation organized under the laws of the State of New York, is the trustee under the indenture. The office of the trustee for purposes of administering the trust estate and its other obligations under the indenture is Deutsche Bank Trust Company Americas, 4 Albany Street, New York, New York 10006, Attention: Corporate Trust-Structured Finance, with a copy to Deutsche Bank Trust Company Americas, 100 Plaza One, MSJCY03-0606, Jersey City, New Jersey, Attention: Corporate Trust-Structured Finance. The Higher Education Act provides that only "eligible lenders" (defined to include banks and certain other entities) may hold title to student loans made under the FFEL Program. Because the trust does not qualify as an "eligible lender," Deutsche Bank Trust Company Americas, in its capacity as eligible lender trustee, will hold title to all student loans on behalf of the trust. The eligible lender trustee will agree under the eligible lender trust agreement to maintain its status as an "eligible lender" under the Higher Education Act. In addition, the eligible lender trustee on behalf of the trust will enter into a guarantee agreement with each of the guarantee agencies that have guaranteed the trust's student loans. Failure of the student loans to be owned by an eligible lender would result in the loss of guarantee payments, interest subsidy payments and special allowance payments. See "Description Of The Federal Family Education Loan Program" and "Risk Factors--Payment offsets by guarantee agencies or the Department of Education could prevent the trust from paying you the full amount of the principal and interest due on your notes" in the prospectus. THE DELAWARE TRUSTEE Wilmington Trust Company will be the Delaware trustee pursuant to the trust agreement. The Delaware trustee will at all times be a person satisfying the provisions of the Delaware statutory trust statute; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least BBB from S&P and Baa2 from Moody's. If that person will publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of the trust agreement, the combined capital and surplus of that person will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Delaware trustee will cease to be eligible in accordance with the provisions of the trust agreement, the Delaware trustee will resign immediately in the manner and with the effect specified in the trust agreement. The Delaware trustee may at any time resign and be discharged by giving written notice thereof to the issuer administrator. Upon receiving the notice of resignation, the issuer administrator will promptly appoint a successor Delaware trustee by written instrument, in duplicate, one copy of which instrument will be delivered to the resigning Delaware trustee and one copy to the successor Delaware Trustee. If no successor Delaware trustee will have been so appointed and have accepted appointment within 60 days after the giving of the notice of resignation, the resigning Delaware trustee, at the expense of the issuer administrator, may petition any court of competent jurisdiction for the appointment of a successor Delaware trustee. If at any time the Delaware trustee ceases to be eligible in accordance with the provisions of the trust agreement and fails to resign after written request therefor by the issuer administrator, or if at any time the Delaware trustee is legally unable to act, or is adjudged bankrupt or insolvent, or a receiver of the Delaware trustee or of its property is appointed, or any public officer takes charge or control of the Delaware trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the issuer administrator may remove the Delaware trustee. If the issuer administrator removes the Delaware trustee under the authority of the immediately preceding sentence, the issuer administrator will promptly appoint a successor Delaware trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Delaware trustee so removed and one copy to the successor Delaware trustee, and shall pay all fees owned to the outgoing Delaware trustee in its individual capacity. Any resignation or removal of the Delaware trustee and appointment of a successor Delaware trustee pursuant to any of the provisions of the trust agreement shall not become effective until acceptance of appointment by the successor Delaware trustee pursuant to the trust agreement and, in the case of removal, payment of all fees and expenses owed to the outgoing Delaware trustee in its individual capacity. The issuer administrator will provide notice of that resignation or removal of the Delaware trustee to the rating agencies. The Delaware trustee has not participated in the preparation of this offering memorandum and shall incur no personal liability in connection herewith. FEDERAL INCOME TAX CONSEQUENCES The following is a summary of all material federal income tax consequences of the purchase, ownership and disposition of notes for the investors described below and is based on the advice of Stroock & Stroock & Lavan LLP, as tax counsel to College Loan Corporation. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change. The discussion does not deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules, including but not limited to, foreign investors, except as otherwise indicated. In addition, this summary is generally limited to investors who will hold the notes as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES OF ANY SERIES. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service (the "Service") with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the Service will not take contrary positions. CHARACTERIZATION OF THE TRUST ESTATE The trust and the holders will express in the indenture their intent that, for federal income tax purposes, the notes will be indebtedness of the trust secured by the student loans. The trust and the holders, by accepting the notes, have agreed to treat the notes as indebtedness of the trust for federal income tax purposes. The trust intends to treat the issuance of notes pursuant to this prospectus and the applicable prospectus supplement as financings reflecting the notes as its indebtedness for tax and financial accounting purposes. Based upon certain assumptions and certain representations of College Loan Corporation, Stroock & Stroock & Lavan LLP will render, with respect to the notes, its opinion to the effect that the notes will be treated as debt of the trust, rather than as an interest in the student loans, and that the trust will not be characterized as an association or publicly traded partnership taxable as a corporation each for federal income tax purposes. In addition, Stroock & Stroock & Lavan LLP has rendered its opinion to the effect that this discussion is a summary of all material federal income tax consequences as to the purchase, ownership and disposition of the notes with respect to the investors described herein. Unlike a ruling from the Service, such opinion is not binding on the courts or the Service. Therefore, it is possible that the Service could assert that, for purposes of the Code, the transaction contemplated by this prospectus constitutes a sale of the student loans (or an interest therein) to the holders or that the relationship which will result from this transaction is that of a partnership, or an association taxable as a corporation. If, instead of treating the transaction as creating secured debt in the form of the series issued by the trust as a separate entity, the transaction were treated as creating a partnership among the holders, the servicers and the trust which has purchased the underlying student loans, the resulting partnership would not be subject to federal income tax. Rather, the servicers, the trust and each holder would be taxed individually on their respective distributive shares of the partnership's income, gain, loss, deductions and credits. The amount and timing of items of income and deduction of the holder could differ if the notes were held to constitute partnership interests, rather than indebtedness. If, alternatively, it were determined that this transaction created an entity other than a trust which was classified as a corporation or a publicly traded partnership taxable as a corporation and treated as having purchased the student loans, the trust would be subject to federal income tax at corporate income tax rates on the income it derives from the student loans, which would reduce the amounts available for payment to the holders. Cash payments to the holders generally would be treated as dividends for tax purposes to the extent of such corporation's accumulated and current earnings and profits. A similar result would apply if the holders were deemed to have acquired stock or other equity interests in the trust. However, as noted above, College Loan Corporation has been advised that the notes would be treated as debt of the respective trust for federal income tax purposes and that the trust will not be characterized as an association or publicly traded partnership taxable as a corporation. TAXATION OF INTEREST INCOME OF HOLDERS Payments of interest with regard to the notes will be includible as ordinary income when received or accrued by the holders in accordance with their respective methods of tax accounting and applicable provisions of the Code. In particular, Section 1272 of the Code requires the current ratable inclusion in income of original issue discount greater than a specified DE MINIMIS amount using a constant yield method of accounting. In general, original issue discount is calculated, with regard to any accrual period, by applying the instrument's yield to its adjusted issue price at the beginning of the accrual period, reduced by any qualified stated interest allocable to the period. The aggregate original issue discount allocable to an accrual period is allocated to each day included in such period. The holder of a debt instrument must include in income the sum of the daily portions of original issue discount attributable to the number of days he owned the instrument as it accrues, without regard to the timing of the receipt of the cash attributable to such income or to the holder's method of accounting. The legislative history of the original issue discount provisions indicates that the calculation and accrual of original issue discount should be based on the prepayment assumptions used by the parties in pricing the transaction. Original issue discount is the stated redemption price at maturity of a debt instrument over its issue price. The stated redemption price at maturity includes all payments with respect to an instrument other than interest unconditionally payable at a fixed rate or a qualified variable rate at fixed intervals of one year or less. College Loan Corporation expects that interest payable with respect to the senior and subordinate notes will not be issued with original issue discount. However, there can be no assurance that the Service would not assert that the interest payable with respect to the subordinate notes may not be qualified stated interest because such payments are not unconditional and that the subordinate notes are issued with original issue discount. Payments of interest received with respect to the notes may also constitute "investment income" for purposes of certain limitations of the Code concerning the deductibility of investment interest expense. Potential holders or the beneficial owners should consult their own tax advisors concerning the treatment of interest payments with regard to the notes. A purchaser who buys a note of any series at a discount from its principal amount (or its adjusted issue price if issued with original issue discount greater than a specified DE MINIMIS amount) will be subject to the market discount rules of the Code. In general, the market discount rules of the Code treat principal payments and gain on disposition of a debt instrument as ordinary income to the extent of accrued market discount. Although the accrued market discount on debt instruments such as the notes which are subject to prepayment based on the prepayment of other debt instruments is to be determined under regulations yet to be issued, the legislative history of these provisions of the Code indicate that the same prepayment assumption used to calculate original issue discount should be utilized. Each potential investor should consult his tax advisor concerning the application of the market discount rules to the notes. In the event that the notes are considered to be purchased by a holder at a price greater than their remaining stated redemption price at maturity, they will be considered to have been purchased at a premium. The noteholder may elect to amortize such premium (as an offset to interest income), using a constant yield method, over the remaining term of the notes. Special rules apply to determine the amount of premium on a "variable rate debt instrument" and certain other debt instruments. Prospective holders should consult their tax advisors regarding the amortization of bond premium. SALE OR EXCHANGE OF NOTES If a holder sells a note, such person will recognize gain or loss equal to the difference between the amount realized on such sale and the holder's basis in such note. Ordinarily, such gain or loss will be treated as a capital gain or loss. At the present time, the maximum capital gain rate for assets held for more than twelve months is 20%. However, if a note was acquired subsequent to its initial issuance at a discount, a portion of such gain will be recharacterized as interest and therefore ordinary income. In the event any of the notes are issued with original issue discount, in certain circumstances, a portion of the gain can be recharacterized as ordinary income. If the term of a note was materially modified, in certain circumstances, a new debt obligation would be deemed created and exchanged for the prior obligation in a taxable transaction. Among the modifications which may be treated as material are those which relate to the redemption provisions and, in the case of a nonrecourse obligation, those which involve the substitution of collateral. Each potential holder of a note should consult its own tax advisor concerning the circumstances in which the notes would be deemed reissued and the likely effects, if any, of such reissuance. BACKUP WITHHOLDING Certain purchasers may be subject to backup withholding with respect to interest paid with respect to the notes if the purchasers, upon issuance, fail to supply the trustee or their brokers with their taxpayer identification numbers, furnish incorrect taxpayer identification numbers, fail to report interest, dividends or other "reportable payments" (as defined in the Code) properly, or, under certain circumstances, fail to provide the trustee with a certified statement, under penalty of perjury, that they are not subject to backup withholding. Information returns will be sent annually to the Service and to each purchaser setting forth the amount of interest paid with respect to the notes and the amount of tax withheld thereon. STATE, LOCAL OR FOREIGN TAXATION College Loan Corporation makes no representations regarding the tax consequences of purchase, ownership or disposition of the notes under the tax laws of any state, locality or foreign jurisdiction. Investors considering an investment in the notes should consult their own tax advisors regarding such tax consequences. LIMITATION ON THE DEDUCTIBILITY OF CERTAIN EXPENSES Under Section 67 of the Code, an individual may deduct certain miscellaneous itemized deductions only to the extent that the sum of such deductions for the taxable year exceed 2% of his or her adjusted gross income. If contrary to expectation, the entity created under the indenture were treated as the owner of the student loans (and not as an association taxable as a corporation), then College Loan Corporation believes that a substantial portion of the expenses to be generated by the trust could be subject to the foregoing limitations. As a result, each potential holder should consult his or her personal tax advisor concerning the application of these limitations to an investment in the notes. TAX-EXEMPT INVESTORS In general, an entity which is exempt from federal income tax under the provisions of Section 501 of the Code is subject to tax on its unrelated business taxable income. An unrelated trade or business is any trade or business which is not substantially related to the purpose which forms the basis for such entity's exemption. However, under the provisions of Section 512 of the Code, interest may be excluded from the calculation of unrelated business taxable income unless the obligation which gave rise to such interest is subject to acquisition indebtedness. If, contrary to expectations, one or more of the notes of any Series were considered equity for tax purposes and if one or more other notes were considered debt for tax purposes, those notes treated as equity likely would be subject to acquisition indebtedness and likely would generate unrelated business taxable income. However, as noted above, counsel has advised College Loan Corporation that the notes should be characterized as debt for federal income tax purposes. Therefore, except to the extent any holder incurs acquisition indebtedness with respect to a note, interest paid or accrued with respect to such note may be excluded by each tax-exempt holder from the calculation of unrelated business taxable income. Each potential tax-exempt holder is urged to consult its own tax advisor regarding the application of these provisions. FOREIGN INVESTORS A holder which is not a U.S. person ("foreign holder") will not be subject to U.S. federal income or withholding tax in respect of interest income or gain on the notes if: (1) the foreign holder provides an appropriate statement, signed under penalties of perjury, identifying the foreign holder and stating, among other things, that the foreign holder is not a U.S. person, and (2) the foreign holder is not a "10-percent shareholder" or "related controlled foreign corporation" with respect to the trust, unless certain exceptions apply. To the extent these conditions are not met, a 30% withholding tax will apply to interest income on the notes, unless an income tax treaty reduces or eliminates such tax or the interest is effectively connected with the conduct of a trade or business within the United States by such foreign holder. In the latter case, such foreign holder will be subject to U.S. federal income tax with respect to all income from the notes at regular rates applicable to U.S. taxpayers. A "U.S. person" is: (i) a citizen or resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal tax purposes) that is created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions. Generally, a foreign holder will not be subject to federal income tax on any amount which constitutes capital gain upon the sale, exchange, retirement or their disposition of a note unless such foreign holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange, retirement or other disposition and certain other conditions are met, or unless the gain is effectively connected with the conduct of a trade or business in the United States by such foreign holder. If the gain is freely connected with the conduct of a trade or business in the United States by such foreign holder, such holder will generally be subject to U.S. federal income tax with respect to such gain in the same manner as U.S. holders, as described above, and a foreign holder that is a corporation could be subject to a branch profits tax on such income as well. ERISA CONSIDERATIONS Section 406 of the Employee Income Retirement Security Act of 1974, as amended ("ERISA") and/or Section 4975 of the Code prohibit pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts and some types of Keogh plans, (each a "Plan"), from engaging in some types of transactions with persons that are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to a Plan. A violation of these "prohibited transaction" rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for those persons. Some transactions involving the trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased notes if assets of the trust were deemed to be assets of the Plan. Under regulations issued by the United States Department of Labor, (the "Plan Asset Regulations"), the assets of the trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an "equity interest" in the trust and none of the exceptions contained in the Plan Asset Regulations was applicable. An equity interest is defined under the Plan Asset Regulations as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Unless the related prospectus supplement states otherwise, although there is little guidance on the subject, College Loan Corporation believes the notes issued by the trust would be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations. Other exceptions, if any, from application of the Plan Asset Regulations available with respect to any notes will be discussed in the related prospectus supplement. However, without regard to whether notes are treated as an equity interest for those purposes, the acquisition or holding of notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if College Loan Corporation, any servicer, the trust or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to a Plan. Some of the exemptions from the prohibited transaction rules could be applicable to the purchase and holding of notes by a Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the notes. Included among these exemptions are: Department of Labor Prohibited Transaction Class Exemption ("PTCE") 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding transactions effected by qualified professional asset managers; PTCE 95-60, regarding transactions by life insurance company general accounts; and PTCE 96-23, regarding transactions affected by in-house asset managers. A plan fiduciary considering the purchase of notes should consult its legal advisors regarding the fiduciary responsibility provisions of ERISA, whether the assets of the trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and their potential consequences. Each prospectus supplement will contain information concerning considerations relating to ERISA and the Code that are applicable to the related notes. Before purchasing notes in reliance on the above exemptions, or any other exemption, a fiduciary of a Plan should itself confirm that requirements set forth in such exemption would be satisfied. Governmental plans and church plans as defined in ERISA are not subject to ERISA or Code Section 4975, although they may elect to be qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code and would then be subject to the prohibited transaction rules set forth in Section 503 of the Code. In addition, governmental plans may be subject to federal, state and local laws which are to a material extent similar to the provisions of ERISA or a Code Section 4975 ("Similar Law"). A fiduciary of a governmental plan should make its own determination as to the propriety of an investment in notes under applicable fiduciary or other investment standards and the need for the availability of any exemptive relief under any Similar Law. PLAN OF DISTRIBUTION The trust may sell the notes of each series to or through underwriters by "best efforts" underwriting or a negotiated firm commitment underwriting by the underwriters, and also may sell the notes directly to other purchasers or through agents. If so indicated in the prospectus supplement, the trust may sell these notes, directly or through agents, through a competitive bidding process described in the applicable prospectus supplement. Notes will be offered through such various methods from time to time and offerings may be made concurrently through more than one of these methods or an offering of a particular series of the notes may be made through a combination of such methods. The distribution of the notes may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices based, among other things, upon existing interest rates, general economic conditions and investors' judgments as to the price of the notes. In connection with the sale of the notes, underwriters may receive compensation from the trust or from the purchasers of such notes for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell the notes to or through dealers and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the notes may be deemed to be underwriters and any discounts or commissions received by them from the trust and any profit on the resale of the notes by them may be deemed to be underwriting discounts and commissions under the Securities Act. The underwriters will be identified, and any compensation received from the trust will be described, in the applicable prospectus supplement. The trust may agree with the underwriters and agents who participate in the distribution of the notes that it will indemnify them against liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereto. If so indicated in the prospectus supplement, the trust will authorize underwriters or other persons acting as its agent to solicit offers by certain institutions to purchase the notes pursuant to contracts providing for payment and delivery on a future date. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases the trust must approve the institutions. The obligation of any purchaser under any contract will be subject to the condition that the purchaser of the notes shall not be prohibited by law from purchasing such notes. The underwriters and other agents will not have responsibility in respect of the validity or performance of these contracts. The underwriters may, from time to time, buy and sell notes, but there can be no assurance that an active secondary market will develop and there is no assurance that any market, if established, will continue. LEGAL MATTERS Certain legal and tax matters will be passed upon by Stroock & Stroock & Lavan LLP, as counsel to the trust. Other counsel, if any, passing upon legal matters for the trust or any placement agent or underwriter will be identified in the related prospectus supplement. FINANCIAL INFORMATION The notes are limited obligations payable solely from the revenues generated from the student loans and other assets of the trust. Accordingly, it has been determined that financial statements for the trust are not material to any offering made hereby. Accordingly, financial statements with respect to the trust are not included in this prospectus, and will not be included in any prospectus supplement. RATINGS It is a condition to the issuance of the notes that they be rated by at least one nationally recognized statistical rating organization in one of its generic rating categories which signifies investment grade (typically, in one of the four highest rating categories). The specific ratings for series of notes will be described in the related prospectus supplement. A securities rating addresses the likelihood of the receipt by owners of the notes of payments of principal and interest with respect to their notes from assets in the trust estate. The rating takes into consideration the characteristics of the student loans, and the structural, legal and tax aspects associated with the rated notes. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each securities rating should be evaluated independently of similar ratings on different securities. INCORPORATION OF DOCUMENTS BY REFERENCE; WHERE TO FIND MORE INFORMATION The trust is subject to the reporting requirements of the Securities Exchange Act of 1934 and to comply with those requirements, we will file periodic reports and other information with the SEC. The SEC allows us to incorporate by reference into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to the reports we file with the SEC. We hereby incorporate by reference all periodic reporting documents we file with the SEC after the date of this prospectus and before all of the notes have been issued. We will provide you, without charge, a copy of any of the documents incorporated by reference upon written or oral request directed to College Loan Corporation, Bernardo Executive Center, 16855 West Bernardo Drive, San Diego, California 92127, or by phone by contacting Investor Relations at (888) 972-6311. You may read and copy our registration statement and reports and other information that we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at HTTP://WWW.SEC.GOV from which our registration statement and reports are available. GLOSSARY OF TERMS Some of the terms used in this prospectus are defined below. The indenture contains the definition of other terms used in this prospectus and reference is made to the indenture for those definitions. "ACTING BENEFICIARIES UPON DEFAULT" means: o at any time that any senior obligations are outstanding: o with respect to directing the trustee to accelerate the outstanding notes: o upon any of the first four events of default listed under "Summary of the Indenture Provisions--Events of default" in this prospectus, the holders of a majority in aggregate principal amount of senior notes outstanding and o upon any other event of default, the holders of a majority in aggregate principal amount of all notes outstanding; o with respect to requesting the trustee to exercise rights and powers under the indenture, directing the conduct of proceedings in connection with the enforcement of the indenture and requiring the trustee to waive events of default: o the holders of a majority in aggregate principal amount of the senior notes outstanding, unless the trustee shall receive conflicting requests or directions from an other senior beneficiary; or o any other senior beneficiary, unless the trustee determines that the requested action is not in the overall interest of the senior beneficiaries or receives conflicting requests or directions from another other senior beneficiary or the holders of a majority in aggregate principal amount of the senior notes outstanding; and o with respect to all other matters under the indenture, the holders of a majority in aggregate principal amount of senior notes outstanding or any other senior beneficiary; o at any time that no senior obligations are outstanding but subordinate obligations are outstanding: o with respect to directing the trustee to accelerate the outstanding notes: o upon any of the first four events of default listed under "Summary of the Indenture Provisions--Events of default" in this prospectus, the holders of a majority in aggregate principal amount of subordinate notes outstanding and o upon any other event of default, the holders of a majority in aggregate principal amount of all notes outstanding; o with respect to requesting the trustee to exercise rights and powers under the indenture, directing the conduct of proceedings in connection with the enforcement of the indenture and requiring the trustee to waive events of default: o the holders of a majority in aggregate principal amount of the subordinate notes outstanding, unless the trustee shall receive conflicting requests or directions from an other subordinate beneficiary; or o any other subordinate beneficiary, unless the trustee determines that the requested action is not in the overall interest of the subordinate beneficiaries or receives conflicting requests or directions from another other subordinate beneficiary or the holders of a majority in aggregate principal amount of the subordinate notes outstanding; and o with respect to all other matters under the indenture, the holders of a majority in aggregate principal amount of subordinate notes outstanding or any other subordinate beneficiary; and o at any time that no senior obligations and no subordinate obligations are outstanding but any junior subordinate notes are outstanding, the holders of a majority in aggregate principal amount of junior subordinate notes outstanding. "BENEFICIAL OWNER" means the person in whose name a note is recorded as beneficial owner of such note by a securities depository under a book-entry system or by a participant or indirect participant in such securities depository, as the case may be. "BENEFICIARIES" means, collectively, all senior beneficiaries, all subordinate beneficiaries and all junior subordinate beneficiaries. "CARRY-OVER AMOUNT" means, if specified in a prospectus supplement relating to a series of notes bearing interest based on an auction rate, the amount of interest accrued on a note at its applicable auction rate that exceeds the amount of interest accrued on that note by a specified amount or percentage, and the unpaid portion of any such excess from prior periods. "COLLECTION PERIOD" means, for any payment date, the calendar month immediately preceding the month in which such payment date occurs, or any other period specified in a prospectus supplement. "CREDIT ENHANCEMENT FACILITY" means, if and to the extent provided for in a supplemental indenture with respect to notes of one or more series: o an insurance policy insuring, or a letter of credit or surety bond providing a direct or indirect source of funds for, the timely payment of principal of and interest on such notes (but not necessarily principal due upon acceleration thereof) or o a letter of credit, standby purchase agreement, or similar instrument, providing for the purchase of notes on the date specified in a prospectus supplement. "CREDIT FACILITY PROVIDER" means any institution engaged by the trust pursuant to a credit enhancement facility to provide credit enhancement or liquidity for the payment of the principal of and interest on any or all of the notes of one or more series, or for the trust's obligation to purchase notes of one or more series on the date specified in a prospectus supplement. "ELIGIBLE LOAN" means a student loan which: o has been or will be made to a borrower for post-secondary education; o is a guaranteed student loan under the Higher Education Act; and o is an "eligible loan" as defined in Section 438 of the Higher Education Act for purposes of receiving special allowance payments to the extent permitted by the Higher Education Act; provided, however, that no more than 5% of the principal balance of the trust's student loans may include consolidation loans for which no Special Allowance Payment is permitted to be paid pursuant to the Higher Education Act and no more than 10% of the principal balance of the trust's student loans may be eligible loans made with respect to students attending proprietary schools. "FEDERAL REIMBURSEMENT CONTRACT" means any agreement between a guarantee agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including partial reimbursement of amounts paid or payable upon defaulted student loans and other student loans guaranteed or insured by the guarantee agency and interest subsidy payments to holders of qualifying student loans guaranteed by the guarantee agency. "FFEL PROGRAM" means the Federal Family Education Loan Program established by the Higher Education Act pursuant to which loans are made to borrowers pursuant to certain guidelines, and the repayment of such loans is guaranteed by a guarantee agency, and any predecessor or successor program. "GUARANTEE" or "GUARANTEED" means, with respect to a student loan, the insurance or guarantee by a guarantee agency, to the extent provided in the Higher Education Act, of the principal of and accrued interest on such student loan and the coverage of such student loan by one or more Federal reimbursement contracts providing, among other things, for reimbursement to the guarantee agency for losses incurred by it on defaulted student loans insured or guaranteed by the guarantee agency to the extent provided in the Higher Education Act. "GUARANTEE AGENCY" means any state agency or private nonprofit institution or organization which has federal reimbursement contracts in place and has entered into a guarantee agreement with the eligible lender trustee, and any successor and assignee of that guarantor. "GUARANTEE AGREEMENT" means the blanket guarantee and other guarantee agreements issued by or from any guarantee agency to the eligible lender trustee for the purpose of guaranteeing the trust's student loans, to the extent provided in the Higher Education Act. "HIGHER EDUCATION ACT" means the Higher Education Act of 1965, as amended or supplemented from time to time, and all regulations promulgated under that act. "HOLDER," means the person in whose name a note is registered in the note register, except that to the extent and for the purposes provided in a supplemental indenture for a series of notes, a credit facility provider that has delivered a credit enhancement facility with respect to that series of notes may instead be treated as the holder of the notes of that series. "INDENTURE OBLIGATIONS" means the senior obligations, the subordinate obligations and the junior subordinated obligations. "INTEREST PAYMENT DATE" means, with respect to any note, each regularly scheduled interest payment date on that note as specified in the related prospectus supplement; or, with respect to the payment of interest upon acceleration of the notes or the payment of defaulted interest, the date on which interest is payable under the indenture. "INTEREST PERIOD" means the period during which interest accrues on a note, as specified in the related supplemental indenture. "JUNIOR SUBORDINATE BENEFICIARIES" means the holders of any outstanding junior subordinate notes, and any other junior subordinate beneficiary holding any other junior subordinate obligation that is outstanding. "JUNIOR SUBORDINATE CREDIT ENHANCEMENT FACILITY" means a credit enhancement facility that is designated as a junior subordinate credit enhancement facility in a supplemental indenture. "JUNIOR SUBORDINATE CREDIT FACILITY PROVIDER" means any person who provides a junior subordinate credit enhancement facility. "JUNIOR SUBORDINATE NOTES" means any notes designated in a supplemental indenture as junior subordinate notes, which are secured under the indenture on a basis subordinate to any senior obligations and subordinate obligations, and on parity with other junior subordinate obligations. "JUNIOR SUBORDINATE OBLIGATIONS" means, collectively, the junior subordinate notes and any other junior subordinate obligations. "JUNIOR SUBORDINATE SWAP AGREEMENT" means a swap agreement that is designated as a junior subordinate swap agreement in a supplemental indenture. "JUNIOR SUBORDINATE SWAP COUNTERPARTY" means any person who provides a junior subordinate swap agreement. "MONTHLY CALCULATION DATE" means the twenty-fifth day of each calendar month (or, if such twenty-fifth day is not a business day, the next succeeding business day). "OTHER BENEFICIARY" means an other senior beneficiary, an other subordinate beneficiary or an other junior subordinate beneficiary. "OTHER INDENTURE OBLIGATIONS" means, collectively, the other senior obligations, other subordinate obligations and other junior subordinate obligations. "OTHER JUNIOR SUBORDINATE BENEFICIARY" means a person or entity who is a junior subordinate beneficiary other than as a result of ownership of junior subordinate notes. "OTHER JUNIOR SUBORDINATE OBLIGATIONS" means the trust's obligations to pay any amounts under any junior subordinate swap agreements and any junior subordinate credit enhancement facilities. "OTHER SENIOR BENEFICIARY" means a person or entity who is a senior beneficiary other than as a result of ownership of senior notes. "OTHER SENIOR OBLIGATIONS" means the trust's obligations to pay any amounts under any senior swap agreements and any senior credit enhancement facilities. "OTHER SUBORDINATE BENEFICIARY" means a person or entity who is a subordinate beneficiary other than as a result of ownership of subordinate notes. "OTHER SUBORDINATE OBLIGATIONS" means the trust's obligations to pay any amounts under any subordinate swap agreements and any subordinate credit enhancement facilities. "PAYMENT DATE" means, for any note, any interest payment date, its stated maturity or the date of any other regularly scheduled payment. "PRINCIPAL BALANCE" means the unpaid principal amount of a student loan, including any unpaid capitalized interest that is authorized to be capitalized under the Higher Education Act. "RATING AGENCY" means: o with respect to the notes, any rating agency that shall have an outstanding rating on any of the notes pursuant to request by the trust and o with respect to investment securities, any rating agency that has an outstanding rating on the applicable investment security. "RESERVE FUND REQUIREMENT" means at any time, an amount equal to: o 0.75% of the aggregate principal amount of notes then outstanding or o such other lesser or greater amount specified as the reserve fund requirement in a supplemental indenture, provided that in no event will the amount on deposit be less than $500,000. "SECRETARY" or "SECRETARY OF EDUCATION" means the Commissioner of Education, Department of Health, Education and Welfare of the United States, and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any other officer, board, body, commission or agency succeeding to the functions thereof under the Higher Education Act. "SENIOR ASSET PERCENTAGE" means, as of the date of determination, the percentage resulting by dividing: o the aggregate value of the trust's assets less the sum of (1) all accrued interest on outstanding senior notes, (2) all accrued trust swap payments on senior swap agreements and (3) all accrued fees with respect to senior credit enhancement facilities by o the aggregate principal amount of outstanding senior notes. "SENIOR ASSET REQUIREMENT" means that the Senior Asset Percentage is at least 107% and the Subordinate Asset Percentage is at least 100.5%. These percentages may be decreased on confirmation from each rating agency that the contemplated reduction will not result in the withdrawal or reduction in the then current ratings on any outstanding notes. "SENIOR BENEFICIARIES" means the holders of any outstanding senior notes, and any other senior beneficiary holding any other senior obligation that is outstanding. "SENIOR CREDIT ENHANCEMENT FACILITY" means a credit enhancement facility that is designated as a senior credit enhancement facility in a supplemental indenture. "SENIOR CREDIT FACILITY PROVIDER" means any person or entity who provides a senior credit enhancement facility. "SENIOR NOTES" means any notes designated in a supplemental indenture as senior notes, which are secured under the indenture on a basis senior to any subordinate obligations and any junior subordinate obligations, and on a parity with other senior obligations. "SENIOR OBLIGATIONS" means, collectively, the senior notes and the other senior obligations. "SENIOR SWAP AGREEMENT" means a swap agreement that is designated as a senior swap agreement in a supplemental indenture. "SENIOR SWAP COUNTERPARTY" means any person or entity who provides a senior swap agreement. "SPECIAL ALLOWANCE PAYMENTS" means Special Allowance Payments authorized to be made by the Secretary of Education by Section 438 of the Higher Education Act, or similar allowances authorized from time to time by federal law or regulation. "SUBORDINATE ASSET PERCENTAGE" means, as of the date of determination, the percentage resulting by dividing: o the aggregate value of the trust's assets less the sum of (1) all accrued interest on outstanding senior notes and outstanding subordinate notes, (2) all accrued trust swap payments (other than with respect to junior subordinate swap agreements) and (3) all accrued fees with respect to credit enhancement facilities (other than with respect to junior subordinate credit enhancement facilities) by o the aggregate principal amount of outstanding senior notes and outstanding subordinate notes. "SUBORDINATE BENEFICIARIES" means the holders of any outstanding subordinate notes, and any other subordinate beneficiary holding any other subordinate obligation then outstanding. "SUBORDINATE CREDIT ENHANCEMENT FACILITY" means a credit enhancement facility that is designated as a subordinate credit enhancement facility in a supplemental indenture. "SUBORDINATE CREDIT FACILITY PROVIDER" means any person or entity who provides a subordinate credit enhancement facility. "SUBORDINATE NOTES" means any notes designated in a supplemental indenture as subordinate notes, which are secured under the indenture on a basis subordinate to any senior obligations, on a basis senior to any junior subordinate obligations and on a parity with other subordinate obligations. "SUBORDINATE OBLIGATIONS" means, collectively, the subordinate notes and the other subordinate obligations. "SUBORDINATE SWAP AGREEMENT" means a swap agreement that is designated as a subordinate swap agreement in a supplemental indenture. "SUBORDINATE SWAP COUNTERPARTY" means any person or entity who provides a subordinate swap agreement. "SWAP AGREEMENT" means an interest rate or other hedge agreement between the trust and a swap counterparty as supplemented or amended from time to time. "SWAP COUNTERPARTY" means any person or entity with whom the trust shall, from time to time, enter into a swap agreement. "UNSUBSIDIZED STAFFORD LOAN" means a student loan made pursuant to Section 428H of the Higher Education Act. APPENDIX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES Except in certain limited circumstances, the globally offered notes (the "Global Securities") will be available only in book-entry form. Investors in the Global Securities may hold such Global Securities through any of The Depository Trust Company, Clearstream, Luxembourg or Euroclear. The Global Securities will be tradeable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors holding Global Securities through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice (i.e., seven calendar day settlement). Secondary market trading between investors holding Global Securities through The Depository Trust Company will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations and prior Asset-Backed Certificates issues. Secondary, cross-market trading between Clearstream, Luxembourg or Euroclear and The Depository Trust Company Participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream, Luxembourg and Euroclear (in such capacity) and as The Depository Trust Company Participants. Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants. INITIAL SETTLEMENT All Global Securities will be held in book-entry form by The Depository Trust Company in the name of Cede & Co. as nominee of The Depository Trust Company Investors' interests in the Global Securities will be represented through financial institutions acting on their behalf of their participants through their respective Depositaries, which in turn will hold such positions in accounts as The Depository Trust Company Participants. Investors electing to hold their Global Securities through The Depository Trust Company will follow the settlement practices applicable to prior Asset-Backed Certificates issues. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date. Investors electing to hold their Global Securities through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no "lock-up" or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds. SECONDARY MARKET TRADING Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date. TRADING BETWEEN THE DEPOSITORY TRUST COMPANY PARTICIPANTS. Secondary market trading between The Depository Trust Company Participants will be settled using the procedures applicable to prior Student Loan Asset-Backed Securities issues in same-day funds. TRADING BETWEEN CLEARSTREAM, LUXEMBOURG AND/OR EUROCLEAR PARTICIPANTS. Secondary market trading between Clearstream, Luxembourg Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds. TRADING BETWEEN THE DEPOSITORY TRUST COMPANY SELLER AND CLEARSTREAM, LUXEMBOURG OR EUROCLEAR PURCHASER. When Global Securities are to be transferred from the account of a The Depository Trust Company Participant to the account of a Clearstream, Luxembourg Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days, or a 360-day year of twelve 30-day months, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary of The Depository Trust Company Participant's account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream, Luxembourg Participant's or Euroclear Participant's account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York.) If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream, Luxembourg, or Euroclear cash debt will be valued instead as of the actual settlement date. Clearstream, Luxembourg Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream, Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream, Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later. As an alternative, if Clearstream, Luxembourg or Euroclear has extended a line of credit to them, Clearstream, Luxembourg Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream, Luxembourg Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream, Luxembourg Participant's or Euroclear Participant's particular cost of funds. Since the settlement is taking place during New York business hours, The Depository Trust Company Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream, Luxembourg Participants or Euroclear Participants. The sale proceeds will be available to The Depository Trust Company seller on the settlement date. Thus, to The Depository Trust Company Participants a cross-market transaction will settle no differently than a trade between two The Depository Trust Company Participants. TRADING BETWEEN CLEARSTREAM, LUXEMBOURG OR EUROCLEAR SELLER AND THE DEPOSITORY TRUST COMPANY PURCHASER. Due to time zone differences in their favor, Clearstream, Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred the respective clearing system, through the respective Depositary, to a Depository Trust Company Participant. The seller will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases Clearstream, Luxembourg or Euroclear will instruct the Depositary, as appropriate, to deliver the Global Securities to The Depository Trust Company Participant's account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days, or a 360-day year of twelve 30-day months, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to an excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream, Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear Participant's account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream, Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear Participant's account would instead be valued as of the actual settlement date. Finally, day traders that use Clearstream, Luxembourg or Euroclear and that purchase Global Securities from The Depository Trust Company Participants for delivery to Clearstream, Luxembourg Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem: (a) borrowing through Clearstream, Luxembourg or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts) in accordance with the clearing system's customary procedures; (b) borrowing the Global Securities in the U.S. from a Depository Trust Company Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear accounts in order to settle the sale side of the trade; or (c) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from The Depository Trust Company Participant is at least one day prior to the value date for the sale to the Clearstream, Luxembourg Participant or Euroclear Participant. CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS A beneficial owner of Global Securities holding securities through Clearstream, Luxembourg, or Euroclear (or through The Depository Trust Company if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless: o each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and o such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate. EXEMPTION FOR NON-U.S. PERSONS (FORM W-8BEN). Beneficial owners of Global Securities that are non-U.S. Persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Withholding Tax). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change. EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM W-8ECI). A non-U.S. Person including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States). EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES. (Form 1001). Non-U.S. Persons that are Note Owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (including Part II thereof). If the treaty provides only for a reduced rate, withholding tax will be imposed at that rate unless the filer alternatively files Form W-8BEN. Form 1001 may be filed by the Note Owners or his agent. EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer's Request for Taxpayer Identification Number and Certification). U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The Note Owner of a Global Security files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Form W-8BEN and Form W-8ECI are effective until the third calendar year from the date the form is signed. The term "U.S. Person" means: o a citizen or resident of the United States, o a corporation or partnership, or other entity taxable as such, organized in or under the laws of the United States or any state (including the District of Columbia), o an estate the income of which is includible in gross income for United States tax purposes, regardless of its source or o a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust. This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Global Securities. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities as well as the application of recently issued Treasury regulations relating to tax documentation requirements that are generally effective with respect to payments made after December 31, 2000. $________________ STUDENT LOAN ASSET-BACKED NOTES COLLEGE LOAN CORPORATION TRUST I Issuer COLLEGE LOAN CORPORATION Depositor and Issuer Administrator ___________ P R O S P E C T U S S U P P L E M E N T ___________ ___________ __________ YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT OFFERING NOTES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. WE REPRESENT THE ACCURACY OF THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS ONLY AS OF THE DATES OF THEIR RESPECTIVE COVERS. Until ___________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealers' obligation to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions. SEC Registration Fee................................ $105,181.10* Printing and Engraving Expenses..................... $25,000.00* Trustee Fees and Expenses........................... $20,000.00* Legal Fees and Expenses............................. $200,000.00* Blue Sky Fees and Expenses.......................... $2,000.00* Accounting Fees and Expenses........................ $20,000.00* Rating Agency Fees.................................. $25,000.00* Miscellaneous Fees and Expenses..................... $50,000.00* ------------- Total Expenses............................. $447,181.10* ============= * All amounts except the SEC Registration Fee are estimates of expenses incurred in connection with the issuance and distribution of a Series of Securities in aggregate principal amount assumed for these purposes to be equal to $1,300,000.00 of Securities registered hereby. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The following applies to College Loan Corporation: The Articles of Incorporation of College Loan Corporation provide that it is authorized to provide indemnification of Agents for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with Agents, or both, in excess of the indemnification provided for by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code. It also provides that the liability of the directors of the corporation for monetary damages shall be limited to the fullest extent permissible under California law. Section 317(b) of the California Corporations Code (the "Corporations Code") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any "proceeding" (as defined in Section 317(a) of the Corporations Code), other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or other agent of the corporation (collectively, an "Agent"), against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if the Agent acted in good faith and in a manner the Agent reasonably believed to be in the best interest of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Section 317(c) of the Corporations Code provides that a corporation shall have power to indemnify any Agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against expenses actually and reasonably incurred by the Agent in connection with the defense or settlement of such action if the Agent acted in good faith and in a manner such Agent believed to be in the best interest of the corporation and its shareholders. Section 317(c) further provides that no indemnification may be made thereunder for any of the following: (i) in respect of any matter as to which an Agent shall have been adjudged to be liable to the corporation, unless the court in which such proceeding is or was pending shall determine that such Agent is fairly and reasonably entitled to indemnity for expenses, (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval and (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. Section 317(d) of the Corporations Code requires that an Agent be indemnified against expenses actually and reasonably incurred to the extent the Agent has been successful on the merits in the defense of proceedings referred to in subdivisions (b) or (c) of Section 317. Except as provided in Section 317(d), and pursuant to Section 317(e), indemnification under Section 317 shall be made by the corporation only if specifically authorized and upon a determination that indemnification is proper in the circumstances because the Agent has met the applicable standard of conduct, by any of the following: (i) a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (iii) approval of the shareholders, provided that any shares owned by the Agent may not vote thereon or (iv) the court in which such proceeding is or was pending. Pursuant to Section 317(f) of the Corporations Code, the corporation may advance expenses incurred in defending any proceeding upon receipt of an undertaking by the Agent to repay such amount if it is ultimately determined that the Agent is not entitled to be indemnified. Section 317(h) provides, with certain exceptions, that no indemnification shall be made under Section 317 where it appears that it would be inconsistent with a provision of the corporation's articles, bylaws, a shareholder resolution or an agreement which prohibits or otherwise limits indemnification, or where it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 317(i) authorizes a corporation to purchase and maintain insurance on behalf of an Agent for liabilities arising by reason of the Agent's status, whether or not the corporation would have the power to indemnify the Agent against such liability under the provisions of Section 317. Section 317(g) of the Corporations Code provides that a corporation may provide in its by-laws, by agreement, vote of shareholders or disinterested directors, or otherwise, for additional indemnification not provided for pursuant to Section 317(g), to the extent these additional rights to indemnifications are authorized in the corporation's articles of incorporation. These additional rights not provided for in Section 317 may include additional indemnification of Agents for acts, omissions and actions (i) that (as contemplated by Section 317) do not involve breaches of an Agent's duty to the corporation and its shareholders and (ii) that do involve breaches of duty to the corporation and its shareholders, as referred to in, and subject to the limitations set forth under, Section 204(a) of the Corporations Code. A provision in a company's articles of incorporation authorizing indemnification "in excess of that otherwise permitted by Section 317" or "to the fullest extent permissible under California law" or the substantial equivalent thereof, shall be construed to be a provision for the additional indemnification specified in clauses (i) and (ii) of the immediately preceding sentence. Section 204(a)(11) does not permit indemnification of Agents of the corporation for any acts, omissions or transactions that involve a breach of duty to the corporation or its stockholders (i) if those acts or omissions involved intentional misconduct or a knowing and culpable violation of law, (ii) if the Agent believed those acts or omissions to be contrary to the best interests of the corporation or its shareholders or those acts or omissions involved the absence of good faith on the part of the Agent, (iii) if the Agent derived an improper personal benefit from a transaction, (iv) if those acts or omissions showed a reckless disregard for the Agent's duty to the corporation or its shareholders in circumstances in which the Agent was aware, or should have been aware, in the ordinary course of performing his duties, of a risk of serious injury to the corporation or its shareholders, (v) if those acts or omissions constituted an unexcused pattern of inattention that amounts to an abdications of the Agent's duty to the corporation or its shareholders or (vi) under Section 310 of the Corporations Code, (vii) under Section 316 of the Corporations Code or (vii) to the extent expressly prohibited under Section 317 of the Corporations Code. College Loan Corporation maintains $5,000,000 of directors' and officers' insurance. ITEM 16. EXHIBITS. The following is a complete list of exhibits filed as part of the Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. EXHIBIT NO. DESCRIPTION 1.1 Form of Underwriting Agreement* 4.1 Form of Indenture of Trust* 4.2 Form of Supplemental Indenture* 4.3 Amended and Restated Trust Agreement* 5.1 Opinion of Stroock & Stroock & Lavan LLP with respect to legality* 8.1 Opinion of Stroock & Stroock & Lavan LLP regarding tax matters (included in Exhibit 5.1)* 25.1 Statement of eligibility of trustee on Form T-1* * Filed herewith. ITEM 17. UNDERTAKINGS. The undersigned Co-Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post--effective amendment to the Registration Statement: (a) To include any prospectus required by section 10(a) (3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (1) (a) and (1) (b) do not apply if the information required to be included in a post--effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Co-Registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated into the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) Each undersigned Co-Registrant hereby undertakes that for purposes of determining any liability under the Act, each filing of that Co-Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Co-Registrant pursuant to the foregoing provisions in Item 15, or otherwise, each Co-Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Co-Registrants of expenses incurred or paid by a director, officer or controlling person of each Co-Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Co-Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (6) The undersigned Co-Registrants hereby undertake that: (a) For purposes of determining any liability under the Securities Act or 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Co-Registrants pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (b) For the purpose of determining any liability under the Act, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. (7) The undersigned Co-Registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in accordance with the rules and regulations prescribed by the Commission under Section 305(b) (2) of the Trust Indenture Act. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Co-Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 10, 2003. College Loan Corporation, as Co- Registrant By: /s/ Cary Katz ----------------------------------- Name: Cary Katz Title: President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Cary Katz President and Chief Executive September 10, 2003 - -------------------------------------- Officer Name: Cary Katz (Principal Executive Officer) /s/ Paul Marble Chief Financial Officer September 10, 2003 - -------------------------------------- (Principal Financial Officer) Name: Paul Marble /S/ JOHN FALB Treasurer September 10, 2003 - -------------------------------------- (Principal Accounting Officer) Name: John Falb Board of Directors of College Loan Corporation: /s/ CARY KATZ Director September 10, 2003 - -------------------------------------- Name: Cary Katz /S/ PAUL MARBLE Director September 10, 2003 - -------------------------------------- Name: Paul Marble /S/ CURTIS MCCLAM Director September 10, 2003 - -------------------------------------- Name: Curtis McClam
Pursuant to the requirements of the Securities Act of 1933, the undersigned Co-Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 10, 2003. College Loan Corporation Trust I, as Co-Registrant, by College Loan LLC, as Sponsor By: /s/ Cary Katz -------------------------------------- Name: Cary Katz Title: Chief Executive Officer of College Loan LLC Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Cary Katz Chief Executive Officer of College September 10, 2003 - -------------------------------------- Loan LLC Name: Cary Katz (Principal Executive Officer) /s/ Paul Marble Chief Financial Officer of College September 10, 2003 - -------------------------------------- Loan LLC Name: Paul Marble (Principal Financial Officer) /S/ JOHN FALB Treasurer of College Loan LLC September 10, 2003 - -------------------------------------- (Principal Accounting Officer) Name: John Falb Sole Member and Manager of College College Loan Corporation Loan LLC September 10, 2003 By: /s/ Cary Katz ---------------------------- Name: Cary Katz Title: President
INDEX TO EXHIBITS Exhibit NUMBER EXHIBIT 1.1. Form of Underwriting Agreement.* 4.1. Form of Indenture of Trust.* 4.2 Form of Supplemental Indenture* 4.3. Amended and Restated Trust Agreement.* 5.1. Opinion of Stroock & Stroock & Lavan LLP with respect to legality.* 8.1. Opinion of Stroock & Stroock & Lavan LLP regarding tax matters (contained in Exhibit 5.1).* 23.1. Consent of Stroock & Stroock & Lavan LLP (contained in Exhibit 5.1).* 25.1. Statement of eligibility of trustee on Form T-1.* _____________________ * Filed herewith. SUBJECT TO COMPLETION, Dated ________ ___, 20__ EX-1 3 college-ex11_091203.htm EXHIBIT 1.1 Ex-1.1
Exhibit 1.1

Form of Underwriting Agreement

College Loan Corporation Trust I
$[_____________]
Student Loan Asset-Backed Notes
Series [____]-[__]

UNDERWRITING AGREEMENT

[_________] [___], [____]

[Underwriter]

Ladies and Gentlemen:

           College Loan Corporation Trust I, a Delaware statutory trust (the “Company”) proposes to sell to [Underwriter] (the “Underwriter” which term shall include you whether acting alone in the sale of the Notes or as a member of an underwriting syndicate), pursuant to the terms of this Underwriting Agreement, [$__________] aggregate principal amount of the Company’s Student Loan Asset-Backed Notes, Series [____]-[__] (the “Notes”) in the classes and initial principal amounts set forth on Schedule A hereto. Deutsche Bank Trust Company Americas, a national banking association, will act as eligible lender trustee on behalf of the Company (the “Eligible Lender Trustee”). The Notes will be issued under an Indenture of Trust, dated as of March 1, 2002, as may be amended from time to time (the “Indenture”), among the Company, the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the “Trustee”). Upon issuance, the Notes will be secured by, among other things, Financed Student Loans (as defined in the Indenture) pledged to the Trustee and described in the Prospectus (as defined in Section 3 below). The Financed Student Loans will initially be serviced by [________ (“___”),__________________ (“______”), ______________ (“_______”) and _________________ (“_______”)] (each a “Servicer” and collectively, the “Servicers”) pursuant to separate servicing agreements (each a “Servicing Agreement” and collectively, the “Servicing Agreements”), each between the applicable Servicer and the Company.

           Certain of the Financed Student Loans will be originated by [________________], as eligible lender trustee (the “[___________] Eligible Lender Trustee”) for [________________] ([“_______”]), a [__________] corporation and the transferor to the Company. The Financed Student Loans so originated will be sold to the Eligible Lender Trustee (as legal owner) and the Company (as beneficial owner) pursuant to a [________________]dated as of [____ __, ____] (the “Student Loan Purchase Agreement”) among [__________], the [__________] Eligible Lender Trustee, the Company and the Eligible Lender Trustee.

           Administrative services for the Company will be performed by College Loan Corporation (“College Loan” and in its capacity as administrator, the “Administrator”). Such services will be provided pursuant to an Administration Agreement dated as of March 1, 2002, as may be amended from time to time (the “Administration Agreement”) among the Company, Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”), the Trustee, the Eligible Lender Trustee and the Administrator.

           This Agreement, the Indenture, the Student Loan Purchase Agreement, the Servicing Agreements, the Administration Agreement, one or more Custody Agreements among the applicable Servicer, the Company, the Eligible Lender Trustee and the Trustee, the Amended and Restated Trust Agreement dated as of March 1, 2002 between College Loan Special Purpose Corporation (“SPC”) and the Delaware Trustee [the __________ dated as of _______ __, ____ between/among ________, ________ and ________] and the [Auction Agent Agreement dated as of ___________ _, ____ among the Trustee, the Company and [________________] (the “Auction Agent”)], are collectively referred to herein as the “Basic Documents.”

           Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture or the Prospectus.

           The Company wishes to confirm as follows this agreement with the Underwriter in connection with the purchase and resale of the Notes.

           1.     Agreements To Sell, Purchase and Resell.

           (a) The Company hereby agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriter and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriter agrees to purchase from the Company, such principal amount of each Class of the Notes at such respective purchase prices as are set forth next to the name of the Underwriter on Schedule A hereto.

           (b) It is understood that the Underwriter proposes to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

           2.     Delivery of the Notes and Payment Therefor. Delivery to the Underwriter of and payment for the Notes shall be made at the office of [_________________], [__________], [_________], at [_:00 _.m.], [__________] time, on [_______ ___, ____] (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Underwriter and the Company.

           The Notes will be delivered to the Underwriter against payment of the purchase price therefor to the Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Underwriter, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by the Company and the Underwriter, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and in the other cases, in such names and in such denominations as the Underwriter shall request prior to [_:00 _.m.]., [__________] time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriter shall be made available to the Underwriter in [____________], [_________], for inspection and packaging not later than [_:00 _.m.], [____________] time, on the business day next preceding the Closing Date.

           3.     Representations and Warranties of the Company. The Company represents and warrants to the Underwriter that:

           (a) A registration statement on Form S-3 (No. [__________]), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with the Securities and Exchange Commission (the "SEC" or the "Commission") and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Act, and the information incorporated by reference therein) are respectively referred to herein as the "Registration Statement" and the "Prospectus" respectively; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement.

           (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement and on the Closing Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and neither of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration Statement or the Prospectus based upon written information furnished to the Company by the Underwriter, specifically for use therein.

           (c) The Commission has not issued and, to the best knowledge of the Company, is not threatening to issue any order preventing or suspending the use of the Registration Statement.

           (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Company or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents.

           (e) The Indenture has been duly and validly authorized by the Company and, upon its execution and delivery by the Company and assuming due authorization, execution and delivery by the Trustee, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and conform in all material respects to the description thereof in the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act with respect to the Notes.

           (f) The Notes have been duly authorized by the Company and the Notes to be issued on the Closing Date, when executed by the Company and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriter against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Notes will conform in all material respects to the description thereof in the Prospectus.

           (g) The Company is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Supplement and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company.

           (h) Other than as contemplated by this Agreement or as disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

           (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Company contemplated, against the Company, or to which the Company or any of its properties is subject, that are not disclosed in the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement and the other Basic Documents or otherwise materially affect the issuance of the Notes or the consummation of the transactions contemplated hereby or by the Basic Documents.

           (j) Neither the offer, sale or delivery of the Notes by the Company nor the execution, delivery or performance of this Agreement or the Basic Documents by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Company; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Company is a party or by which the Company or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents.

           (k) The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Company of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Company and this Agreement and the other Basic Documents have been duly executed and delivered by the Company and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy.

           (l) The assignment and delivery of Financed Student Loans by [__________] and the [__________] Eligible Lender Trustee to the Company and the Eligible Lender Trustee, and the assignment of the Financed Student Loans by the Company and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

           (m) The Company is not, nor as a result of the issuance and sale of the Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended.

           (n) The representations and warranties made by the Company in any Basic Document to which the Company is a party and made in any Officer's Certificate of the Company will be true and correct at the time made and on and as of the applicable Closing Date.

           (o) Since the date of the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Company has occurred.

           4.     Agreements of the Company. The Company agrees with the Underwriter as follows:

           (a) The Company will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriter, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriter, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriter or the Underwriter's counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective; and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued.

           (b) If, at any time when the Prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Company promptly will notify the Underwriter of such event and will promptly prepare and file with the SEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Underwriter's consent to, nor the Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

           (c) The Company will immediately inform the Underwriter (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes; and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Notes.

           (d) The Company will furnish to the Underwriter, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Prospectus, and all amendments and supplements to such documents relating to the Notes, in each case in such quantities as the Underwriter may reasonably request.

           (e) No amendment or supplement will be made to the Registration Statement or Prospectus which the Underwriter shall not previously have been advised or to which it shall reasonably object after being so advised.

           (f) The Company will cooperate with the Underwriter and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriter and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriter may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

           (g) The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriter and by dealers, of the Prospectus furnished by the Company.

           (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken.

           (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriter (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder; and (ii) such other information concerning the Company as the Underwriter may request from time to time.

           (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Underwriter terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriter for all out of pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise.

           (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus.

           (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes.

           (m) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Financed Student Loans and shall cause each Servicer to mark their respective computer records relating to the Financed Student Loans to show the absolute ownership by the Eligible Lender Trustee, as eligible lender of, and the interest of the Company in, the Financed Student Loans, and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Student Loans, other than as permitted by the Basic Documents.

           (n) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without the prior written notice to the Underwriter, offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans.

           (o) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.

           (p) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement; (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement; and (iii) the date of the Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act.

           5.     Indemnification and Contribution.

           (a) College Loan agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to the Underwriter furnished in writing to the Company or College Loan by the Underwriter expressly for use therein, it being understood that the only such information furnished by the Underwriter consists of the information described as such in Section 10 of this Agreement; provided, however, that the indemnification contained in this paragraph (a) with respect to any preliminary prospectus shall not inure to the benefit of the Underwriter (or to the benefit of any person controlling the Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of the of Notes by the Underwriter to any person if the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus was corrected in the final Prospectus and the Underwriter sold Notes to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the final Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if the Company has previously furnished sufficient copies thereof to the Underwriter at a time reasonably prior to the date such Notes are sold to such person. The foregoing indemnity agreement shall be in addition to any liability which College Loan or the Company may otherwise have.

           (b) If any action, suit or proceeding shall be brought against the Underwriter or any person controlling an Underwriter in respect of which indemnity may be sought against College Loan, such Underwriter or such controlling person shall promptly notify the parties against whom indemnification is being sought (the "indemnifying parties"), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, except to the extent that the indemnifying party is materially prejudiced by such omission. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). The Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Underwriter or such controlling person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses; (ii) the indemnifying parties have failed to assume the defense and employ counsel; or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the indemnifying parties and the Underwriter or such controlling person shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to or in conflict with those available to the indemnifying parties and in the reasonable judgment of such counsel it is advisable for the Underwriter or such controlling person to employ separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Underwriter or such controlling person). It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for the Underwriter and controlling persons not having actual or potential differing interests with the Underwriter or among themselves, which firm shall be designated in writing by the Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) hereof. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (B) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

           (c) The Underwriter agrees to indemnify and hold harmless College Loan and its directors and officers, and any person who controls College Loan within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the indemnity from College Loan to the Underwriter set forth in paragraph (a) hereof, but only with respect to information relating to the Underwriter furnished in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus therein, it being understood that the only such information furnished by the Underwriter consists of the information described as such in Section 10 of this Agreement. If any action, suit or proceeding shall be brought against College Loan, any of its directors or officers, or any such controlling person based on the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus and in respect of which indemnity may be sought against the Underwriter pursuant to this paragraph (c), the Underwriter shall have the rights and duties given to College Loan by paragraph (b) above (except that if College Loan shall have assumed the defense thereof the Underwriter shall have the option to assume such defense but shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Underwriter's expense), and College Loan, its directors and officers, and any such controlling person shall have the rights and duties given to the Underwriter by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriter may otherwise have.

           (d) If the indemnification provided for in this Section 5 is unavailable to an indemnified party under paragraph (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by College Loan on the one hand and the Underwriter on the other hand from the offering of the Notes; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of College Loan on the one hand and the Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by College Loan on the one hand and an Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriter. The relative fault of College Loan on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by College Loan or the Company on the one hand or by the Underwriter on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

           (e) College Loan and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 5, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by the Underwriter with respect to the Notes underwritten by the Underwriter exceed the sum of the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriter's obligations in this paragraph (e) to contribute are several in proportion to their respective underwriting obligations.

           (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 5 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 5 and the representations and warranties of College Loan and the Underwriter set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriter, College Loan or any person controlling any of them or their respective directors or officers; (ii) acceptance of any Notes and payment therefor hereunder; and (iii) any termination of this Agreement. A successor to the Underwriter, College Loan or any person controlling any of them or their respective directors or officers, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 5.

           6.     Conditions of the Underwriter's Obligations. The obligations of the Underwriter to purchase the Notes hereunder are subject to the following conditions precedent:

           (a) All actions required to be taken and all filings required to be made by the Company under the Act prior to the sale of the Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Underwriter, shall be contemplated by the Commission.

           (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Company, the Servicers, the Guaranty Agencies or College Loan not contemplated by the Registration Statement, which in the opinion of the Underwriter, would materially adversely affect the market for the Notes; (ii) any downgrading in the rating of any debt securities of the Company, the Servicers, the Guaranty Agencies or College Loan by any nationally recognized statistical rating organization or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company, the Servicers, the Guaranty Agencies or College Loan (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); or (iii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriter and its counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Underwriter, materially adversely affect the market for the Notes.

           (c) You shall have received an opinion addressed to you of [__________], in its capacity as counsel to the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the status of the Company, to each Basic Document to which the Company is a party and to the validity of the Notes and such related matters as you shall reasonably request. In addition, you shall have received an opinion addressed to you of [__________], in its capacity as counsel for the Company, in form and substance satisfactory to you and your counsel, concerning "true sale," "non-consolidation" and "first perfected security interest" and certain other issues with respect to the transfer of the Financed Student Loans from [__________] and the [__________] Eligible Lender Trustee to the Company and the Eligible Lender Trustee, and from the Company and the Eligible Lender Trustee to the Trustee and an opinion addressed to you of [__________] with respect to said perfected security interest being a first priority perfected security interest.

           (d) You shall have received an opinion addressed to you of [__________], in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that the statements in the Prospectus under the headings "Federal Income Tax Consequences" and "ERISA Considerations," to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects.

           (e) You shall have received an opinion addressed to you of [__________], in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the character of the Notes for federal tax purposes.

           (f) You shall have received an opinion addressed to you of [__________], in its capacity as Underwriter's Counsel, dated the Closing Date, in form and substance satisfactory to you.

           (g) You shall have received an opinion addressed to you of [__________], in its capacity as counsel for the Company, dated the Closing Date in form and substance satisfactory to you and your counsel with respect to the Prospectus and the Registration Statement and certain matters arising under the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended.

           (h) You shall have received opinions addressed to you of [__________], as counsel to College Loan with respect to College Loan and of [__________] as counsel to SPC, with respect to SPC, each dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:

           (i) Each of College Loan and SPC is a corporation in good standing under the laws of their respective state of organization; each having the full power and authority, corporate and other, to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under each of the Basic Documents to which it is a party.

           (ii) The Basic Documents to which College Loan is a party have been duly authorized, executed and delivered by College Loan and each such agreement is the legal, valid and binding obligation of College Loan, enforceable against College Loan in accordance with their respective terms, except (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights; and (B) remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

           (iii) Neither the execution and delivery by College Loan of the Basic Documents to which it is a party, nor the consummation by College Loan of the transactions contemplated therein nor the fulfillment of the terms thereof by College Loan will conflict with, result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the certificate or incorporation or bylaws of College Loan or of any indenture or other agreement or instrument to which College Loan is a party or by which College Loan is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to College Loan of any court, regulatory body, administrative agency or governmental body having jurisdiction over College Loan.

           (iv) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge, threatened against College Loan before or by any governmental authority that might materially and adversely affect the performance by College Loan of its obligations under, or the validity or enforceability of, the Basic Documents to which it is a party.

           (v) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by College Loan of the Basic Documents to which it is a party.

           (vi) The information contained in the Prospectus with respect to College Loan and its operations and business and with respect to the student loan business of the Company is true and correct in all material respects, and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

           (i) You shall have received an opinion addressed to you of counsel to the Trustee and the Eligible Lender Trustee, dated the Closing Date and in form and substance satisfactory to you and your counsel, to the effect that:

           (i) Each of them is a banking corporation duly organized and validly existing under the laws of the State of New York.

           (ii) Each of them has the full corporate trust power to accept the office of trustee under the Basic Documents to which they are a party and to enter into and perform their obligations under the Basic Documents to which they are a party and, additionally, in the case of the Trustee, the [____________] (collectively, the "Trustee Documents" and the "Eligible Lender Trustee Documents," as the case may be).

           (iii) The execution and delivery by the Trustee and the Eligible Lender Trustee of the Trustee Documents and the Eligible Lender Trustee Documents, respectively, and the performance by such parties of their obligations thereunder, have been duly authorized by all necessary action and each has been duly executed and delivered by the Trustee and the Eligible Lender Trustee.

           (iv) The Trustee Documents and the Eligible Lender Trustee Documents constitute valid and binding obligations of the Trustee and the Eligible Lender Trustee enforceable against such party.

           (v) The Trustee and the Eligible Lender Trustee, respectively, is an "eligible lender" for purposes of the FFELP Program in its capacity as trustee with respect to Financed Student Loans.

           (j) You shall have received certificates addressed to you dated the Closing Date of officials of the Company in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Company contained in the respective Basic Documents to which the Company is a party are true and correct in all material respects, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) that they have reviewed the Prospectus and that the information therein is true and correct in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Company has occurred.

           (k) You shall have received certificates addressed to you dated the Closing Date of officials of College Loan in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of College Loan contained in the respective Basic Documents to which College Loan is a party are true and correct in all material respects, that College Loan has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) that they have reviewed the Prospectus and that the information therein regarding College Loan and the Basic Documents to which it is a party is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of College Loan has occurred.

           (l) You shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Delaware reflecting the grant of the security interest by the Company and the Eligible Lender Trustee in the Financed Student Loans and the proceeds thereof to the Trustee.

           (m) You shall have received a certificate addressed to you dated the Closing Date from a responsible officer acceptable to you of the Eligible Lender Trustee and the [__________] Eligible Lender Trustee in form and substance satisfactory to you and your counsel and to which shall be attached each Guaranty Agreement.

           (n) The Underwriter shall have received on the Closing Date from [__________] a letter dated the Closing Date, and in form and substance satisfactory to the Underwriter, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to certain information regarding the Financed Student Loans and setting forth the results of such specified procedures.

           (o) All the representations and warranties of the Company contained in this Agreement and the Basic Documents to which it is a party and of College Loan in the Basic Documents to which it is a party shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date and the Underwriter shall have received a certificate, dated the Closing Date and signed by officers of the Company and such entities to the effect set forth in this Section.

           (p) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date.

           (q) The Underwriter shall have received by instrument dated the Closing Date (at the option of the Underwriter), in lieu of or in addition to the legal opinions referred to in this Section 6, the right to rely on opinions provided by such counsel and all other counsel under the terms of the Basic Documents.

           (r) Each class of [______] Notes shall be rated ["___,"] ["___"] and ["___,"] respectively, by [______] (["_____"]),[______] (["______"]), and [______] (["______"]), the [______] Notes shall be rated ["__,"] ["__"] and ["__,"] or higher, by [______],[______] and [______], respectively, and that neither [______],[______] nor [______] have placed the Notes under surveillance or review with possible negative implications.

           (s) The issuance of the Notes shall not have resulted in a reduction or withdrawal by [______],[______] or [______] of the current rating of any outstanding notes issued by the Company pursuant to the Indenture.

           (t) You shall have received evidence satisfactory to you of the completion of all actions necessary to effect the transfer of the Financed Student Loans as described in the Prospectus and the recordation thereof on the Servicers' computer systems.

           (u) You shall have received certificates addressed to you dated the Closing Date from officers of the Company and others addressing such additional matters as you may reasonably request in form and substance satisfactory to you and your counsel.

           (v) You shall have received certificates addressed to you dated the initial Closing Date of the Guaranty Agencies to the effect that (i) the information in the Prospectus with respect to the applicable Guaranty Agency is true and correct and is fair and accurate in all material respects; and (ii) that since the date of the Prospectus, no material adverse change in or affecting the business or properties of the applicable Guaranty Agency has occurred.

           (w) You shall have received certificates addressed to you dated the initial Closing Date of officials of each of [_____],[_____],[_____] and [_____] in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the applicable Servicer contained in the respective Basic Documents to which such Servicer is a party are true and correct in all material respects, and that such Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the initial Closing Date; (ii) that they have reviewed the Prospectus and that the information therein regarding such Servicer and the Basic Documents to which it is a party is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Servicer, has occurred.

           (x) You shall have received certificates addressed to you dated the initial Closing Date of officials of each of [_____] and [_____] in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the applicable Servicer contained in the Servicing Agreement to which it is a party are true and correct in all material respects, that such Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the initial Closing Date; (ii) that they have reviewed the Prospectus and that the information therein regarding the applicable Servicer is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of the applicable Servicer, has occurred.

           (y) You shall have received such other opinions (including an opinion of [________________]), certificates and documents as are required under the Indenture as a condition to the issuance of the Notes.

           The Company will provide or cause to be provided to you such conformed copies of such of the foregoing opinions, notes, letters and documents as you reasonably request.

           7.     Expenses. The Company agrees to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (a) the preparation, printing or reproduction of the Registration Statement, the Prospectus and each amendment or supplement to any of them, this Agreement, and each other Basic Document; (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus and all amendments or supplements to, and preliminary versions of, any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (c) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Notes; (d) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (e) qualification of the Indenture under the Trust Indenture Act; (f) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 3(h) hereof (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such qualification); (g) the fees and disbursements of (i) the Company’s counsel, (ii) the Underwriter’s counsel, (iii) the Trustee and its counsel, (iv) the Delaware Trustee and its counsel, (v) the Depository Trust Company in connection with the book-entry registration of the Notes, (vi) the SEC, and (vii) [___________], accountants for the Company and issuer of the agreed upon procedures letter; and (h) the fees charged by S&P, Fitch and Moody’s for rating the Notes.

           8.     Effective Date of Agreement. This Agreement shall be deemed effective as of the date first above written upon the execution and delivery hereof by all the parties hereto. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying the Underwriter, or by the Underwriter, by notifying the Company.

           Any notice under this Section 8 may be given by facsimile or telephone but shall be subsequently confirmed by letter.

           9.     Termination of Agreement. This Agreement shall be subject to termination in the absolute discretion of the Underwriter, without liability on the part of the Underwriter to the Company, by notice to the Company, if prior to the Closing Date (a) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited; (b) a general moratorium on commercial banking activities in New York shall have been declared by either federal or state authorities; or (c) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to commence or continue the offering of the Notes on the terms set forth in the Prospectus, as applicable, or to enforce contracts for the resale of the Notes by the Underwriter. Notice of such termination may be given to the Company by facsimile or telephone and shall be subsequently confirmed by letter.

           10.     Information Furnished by the Underwriter. The statements set forth in the [___________] paragraphs and the [______] table under the heading "Plan of Distribution" in the Prospectus Supplement constitute the only information furnished by or on behalf of the Underwriter as such information is referred to in Sections 3(b) and 5 hereof.

           11.     Default by the Underwriter. If the Underwriter shall fail on the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the "Defaulted Notes"), the remaining Underwriter (the "Non-Defaulting Underwriter") shall have the right, but not the obligation, within one Business Day thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Notes upon the terms herein set forth; if, however, the Non-Defaulting Underwriter shall have not completed such arrangements within such one Business Day period, then this Agreement shall terminate without liability on the part of the Non-Defaulting Underwriter.

           No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

           In the event of any such default which does not result in a termination of this Agreement, either the Non-Defaulting Underwriter or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

           12.     Computational Materials.

           (a) It is understood that the Underwriter may prepare and provide to prospective investors certain Computational Materials, as defined below, in connection with the Company's offering of the Notes, subject to the following conditions:

           (i) The Underwriter shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 27, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Kidder/PSA Letters").

           (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Kidder/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter.

           (iii) The Underwriter shall provide the Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Company for use by such Underwriter. The Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Kidder/PSA Letters. The Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this paragraph (iii) must be provided to the Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement.

           (iv) If the Underwriter does not provide the Computational Materials to the Company pursuant to paragraph (iii) above, the Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Kidder/PSA Letters.

           (v) In the event of any delay in the delivery by the Underwriter to the Company of all Computational Materials required to be delivered in accordance with subparagraph (iii) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 12(b) to file the Computational Materials by the time specified therein.

           (b) The Company shall file the Computational Materials, if any, provided to it by the Underwriter under Section 12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than [_:_0 _.m.], [_____] time, on the date required pursuant to the Kidder/PSA Letters.

           13.     Survival of Representations and Warranties. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriter set forth in or made pursuant to this Agreement or contained in notes of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes.

           14.     Miscellaneous. Except as otherwise provided in Sections 5, 8 and 9 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Company or College Loan, at 16855 West Bernardo Drive, Suite 270, San Diego, California 92127, Attention: Cary Katz; and (b) if to the Underwriter, to the address set forth above with a copy to [_________], [________], [_________], [_______], [_______], [_________] [_____].

           This Agreement has been and is made solely for the benefit of the Underwriter, the Company, their respective directors, officers, managers, trustees and controlling persons referred to in Section 5 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term “successor” nor the term “successors and assigns” as used in this Agreement shall include a purchaser from the Underwriter of any of the Notes in his status as such purchaser.

           15.     Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of [____________] applicable to contracts made and to be performed within the State of [____________] without giving effect to the choice of laws or conflict of laws principles thereof.

           The Company hereby submits to the non-exclusive jurisdiction of the federal and state courts in [____________] in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

           This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto.

           16.     Liability of Wilmington Trust Company. Wilmington Trust Company acts solely as the Delaware Trustee hereunder and not in its individual capacity. All persons having any claim against the Company or the Delaware Trustee by reason of this Agreement shall look only to the Trust Estate for payment or satisfaction thereof.

           Please confirm that the foregoing correctly sets forth the agreement between the Company and the Underwriter.

   Very truly yours,

COLLEGE LOAN CORPORATION TRUST I

By: COLLEGE LOAN CORPORATION, as
     Issuer Administrator

By

COLLEGE LOAN CORPORATION

By

Confirmed as of the date
first above mentioned.

[____________]
By_________________________________________
Name_______________________________________
Title______________________________________

SCHEDULE A

Notes [____________] Total

Class [___] $ $

Class [___]

Class [___]

       Total

SCHEDULE B

Terms of the Notes

Final Price to Underwriting Proceeds to Class Interest Rate Maturity Date Public Discount Issuer [________] [________] [________] 100% % $ [________] [________] [________] 100% % [________] [________] [________] 100% % Total
EX-4 4 college-ex41_091203.txt EXHIBIT 4.1 AMENDED AND RESTATED INDENTURE OF TRUST from COLLEGE LOAN CORPORATION TRUST I and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee to DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated as of ______ __, 2003 COLLEGE LOAN CORPORATION TRUST I Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and this Amended and Restated Indenture of Trust, dated as of _________ __, 2003. TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 7.13 Section 310(a)(3) 7.12 Section 310(b) 7.13 Section 313(c) 5.18, 8.04 Section 314(c) 4.13 Section 314(d)(1) 4.13 Section 3.18 7.13 ____________________ NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein. Table of Contents Page ARTICLE I DEFINITIONS AND GENERAL PROVISIONS Section 1.01. Definitions...................................................3 Section 1.02. Definitions of General Terms.................................23 Section 1.03. Computations.................................................23 Section 1.04. Compliance Certificates and Opinions, Etc....................23 Section 1.05. Evidence of Action by the Issuer.............................25 Section 1.06. Exclusion of Notes Held by or For the Issuer or Affiliates...25 Section 1.07. Exhibits.....................................................25 ARTICLE II THE NOTES AND OTHER OBLIGATIONS Section 2.01. General Title................................................25 Section 2.02. General Limitations; Issuable in Series; Purposes and Conditions for Issuance; Payment of Principal and Interest.................................................25 Section 2.03. Terms of Particular Series...................................27 Section 2.04. Form and Denominations.......................................27 Section 2.05. Execution, Authentication and Delivery.......................28 Section 2.06. Temporary Notes..............................................28 Section 2.07. Registration, Transfer and Exchange..........................29 Section 2.08. Mutilated, Destroyed, Lost and Stolen Notes..................32 Section 2.09. Interest Rights Preserved; Dating of Notes...................33 Section 2.10. Persons Deemed Holders.......................................33 Section 2.11. Cancellation.................................................34 Section 2.12. Credit Enhancement Facilities and Swap Agreements............34 ARTICLE III PREPAYMENT OF NOTES Section 3.01. Right of Prepayment..........................................34 Section 3.02. Election To Prepay or Purchase; Notice to Trustee; Senior Asset Requirement and Subordinate Asset Requirement...35 Section 3.03. Selection by Trustee of Notes To Be Prepaid..................36 Section 3.04. Notice of Prepayment.........................................36 Section 3.05. Notes Payable on Prepayment Date and Sinking Fund Payment Date............................................37 Section 3.06. Notes Prepaid in Part........................................37 Section 3.07. Purchase of Notes............................................37 ARTICLE IV CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM Section 4.01. Creation of Funds and Accounts...............................38 Section 4.02. Acquisition Fund.............................................39 Section 4.03. Administration Fund..........................................42 Section 4.04. Reserve Fund.................................................43 Section 4.05. Collection Fund..............................................44 Section 4.06. Debt Service Fund............................................46 Section 4.07. Surplus Fund.................................................50 Section 4.08. Termination..................................................51 Section 4.09. Pledge.......................................................51 Section 4.10. Investments..................................................52 Section 4.11. Transfer of Investment Securities............................55 Section 4.12. Transfer of Money Following Revolving Period.................55 Section 4.13. Release......................................................56 ARTICLE V COVENANTS TO SECURE NOTES, REPRESENTATIONS AND WARRANTIES Section 5.01. Eligible Lender Trustee to Hold Financed Student Loans.......56 Section 5.02. Enforcement and Amendment of Guarantee Agreements............56 Section 5.03. Acquisition, Collection and Assignment of Student Loans......57 Section 5.04. Enforcement of Financed Student Loans........................57 Section 5.05. Administration and Collection of Financed Student Loans......57 Section 5.06. Punctual Payments............................................58 Section 5.07. Further Assurances...........................................58 Section 5.08. Protection of Security; Power to Issue Notes and Pledge Revenues and Other Funds..............................59 Section 5.09. No Encumbrances..............................................59 Section 5.10. Continuing Existence; Merger and Consolidation...............60 Section 5.11. Amendment of Remarketing Agreements and Tender Agent Agreements.............................................60 Section 5.12. Tax Treatment................................................61 Section 5.13. Representations and Warranties of the Issuer.................61 Section 5.14. Use of Trustee Eligible Lender Number........................62 Section 5.15. Additional Covenants.........................................62 Section 5.16. Covenant Regarding Financed Student Loans....................63 Section 5.17. Confirmation as to Trust Fund................................64 Section 5.18. Reports by Issuer............................................65 Section 5.19. Statement as to Compliance...................................65 Section 5.20. Opinions as to Trust Estate..................................65 Section 5.21. Representations of the Issuer Regarding the Trustee's Security Interest..................................66 Section 5.22. Covenants of the Issuer Regarding the Trustee's Security Interest............................................67 ARTICLE VI DEFAULTS AND REMEDIES Section 6.01. Events of Default............................................67 Section 6.02. Acceleration.................................................69 Section 6.03. Other Remedies; Rights of Beneficiaries......................71 Section 6.04. Direction of Proceedings by Acting Beneficiaries Upon Default.................................................72 Section 6.05. Waiver of Stay or Extension Laws.............................72 Section 6.06. Application of Moneys........................................72 Section 6.07. Remedies Vested in Trustee...................................78 Section 6.08. Limitation on Suits by Beneficiaries.........................78 Section 6.09. Unconditional Right of Noteholders To Enforce Payment........78 Section 6.10. Trustee May File Proofs of Claims............................78 Section 6.11. Undertaking for Costs........................................79 Section 6.12. Termination of Proceedings...................................80 Section 6.13. Waiver of Defaults and Events of Default.....................80 Section 6.14. Inspection of Books and Records..............................80 ARTICLE VII FIDUCIARIES Section 7.01. Acceptance of the Trustee....................................81 Section 7.02. Fees, Charges and Expenses of the Trustee, Paying Agents, Note Registrar, Authenticating Agents, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers.............................83 Section 7.03. Notice to Beneficiaries if Default Occurs....................84 Section 7.04. Intervention by Trustee......................................84 Section 7.05. Successor Trustee, Paying Agents, Authenticating Agents, and Tender Agents................................................84 Section 7.06. Resignation by Trustee, Paying Agents, Authenticating Agents, and Tender Agents....................................85 Section 7.07. Removal of Trustee...........................................85 Section 7.08. Appointment of Successor Trustee.............................85 Section 7.09. Concerning any Successor Trustee.............................86 Section 7.10. Trustee Protected in Relying Upon Resolutions, Etc...........86 Section 7.11. Successor Trustee as Custodian of Funds......................86 Section 7.12. Co-Trustee...................................................86 Section 7.13. Corporate Trustee Required; Eligibility; Conflicting Interests........................................88 Section 7.14. Statement by Trustee of Funds and Accounts and Other Matters................................................88 Section 7.15. Trustee, Authenticating Agent, Note Registrar, Paying Agents, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers May Buy, Hold, Sell or Deal in Notes.............................89 Section 7.16. Authenticating Agent and Paying Agents; Paying Agents To Hold Moneys in Trust...............................89 Section 7.17. Removal of Authenticating Agent and Paying Agents; Successors.............................90 Section 7.18. Appointment and Qualifications of Tender Agents..............90 Section 7.19. Remarketing Agents...........................................92 Section 7.20. Qualifications of Remarketing Agents.........................92 Section 7.21. Indemnification of the Trustee...............................93 ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.01. Supplemental Indentures Not Requiring Consent of Beneficiaries.............................................93 Section 8.02. Supplemental Indentures Requiring Consent of Beneficiaries...94 Section 8.03. Rights of Trustee............................................96 Section 8.04. Notice of Defaults...........................................96 Section 8.05. Conformity With the Trust Indenture Act......................96 Section 8.06. Consent of Tender Agents.....................................96 Section 8.07. Consent of Remarketing Agents................................96 Section 8.08. Consent of Auction Agents....................................96 Section 8.09. Consent of Broker-Dealers....................................96 Section 8.10. Consent of Market Agents.....................................97 ARTICLE IX DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED NOTES Section 9.01. Discharge of Liens and Pledges; Notes No Longer Outstanding and Deemed To Be Paid Hereunder..................97 Section 9.02. Notes Not Presented for Payment When Due; Moneys Held for the Notes after Due Date of Notes........................99 ARTICLE X MISCELLANEOUS Section 10.01. Consent, Etc., of Noteholders................................100 Section 10.02. Limitation of Rights.........................................100 Section 10.03. Severability.................................................100 Section 10.04. Notices......................................................100 Section 10.05. Counterparts.................................................102 Section 10.06. Indenture Constitutes a Security Agreement...................102 Section 10.07. Payments Due on Non-Business Days............................102 Section 10.08. Notices to Rating Agencies...................................102 Section 10.09. Governing Law................................................103 Section 10.10. Rights of Other Beneficiaries................................103 Section 10.11. Subcontracting by Issuer.....................................103 Section 10.12. Role of Eligible Lender Trustee..............................103 Section 10.13. Limitation of Liability......................................103 ARTICLE XI REPORTING REQUIREMENTS Section 11.01. Annual Statement as to Compliance............................104 Section 11.02. Annual Independent Public Accountants' Servicing Report......104 Section 11.03. Issuer Administrator's Certificate...........................104 Section 11.04. Statements to Noteholders....................................104 EXHIBITA - ELIGIBLE LOAN ACQUISITION CERTIFICATE EXHIBIT B - ACQUISITION ACCOUNT DEPOSIT CERTIFICATE EXHIBIT C - ORIGINATION LOAN CERTIFICATE EXHIBIT D - ORIGINATION LOAN CERTIFICATE THIS AMENDED AND RESTATED INDENTURE OF TRUST, dated as of ______ __, 2003, among COLLEGE LOAN CORPORATION TRUST I, a Delaware statutory trust (herein called the "Issuer"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee pursuant to an Eligible Lender Trust Agreement (as hereinafter defined) with the Issuer dated the date hereof (herein called the "Eligible Lender Trustee"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the State of New York, as trustee (herein called the "Trustee"); RECITALS OF THE ISSUER WHEREAS, the Issuer and the Trustee entered into an Indenture of Trust dated as of March 1, 2002 (as previously amended the "Initial Indenture") in connection with the issuance by the Issuer of Student Loan Asset-Backed Notes; and WHEREAS, Section 8.01 of the Initial Indenture permits the Initial Indenture to be amended from time to time by the parties thereto in accordance with the terms of Section 8.01; and WHEREAS, the parties hereto wish to amend and restate the Initial Indenture in its entirety to read as set forth herein, and all conditions required by Section 8.01 of the Initial Indenture have been satisfied; and WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions; and WHEREAS, the Initial Indenture is hereby amended and restated in its entirety to read as follows; NOW, THEREFORE, THIS INDENTURE WITNESSETH: The Issuer and the Eligible Lender Trustee, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Notes by the Holders thereof, the execution and delivery of any Swap Agreement (as hereinafter defined) by any Swap Counterparty (as hereinafter defined), the execution and delivery of any Credit Enhancement Facility (as hereinafter defined) by any Credit Facility Provider (as hereinafter defined), and the acknowledgment thereof by the Trustee, in order to secure the payment of the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes according to their tenor and effect and the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Notes and in any such Swap Agreement or Credit Enhancement Facility, do hereby grant to the Trustee, and to its successors in trust, and to them and their assigns, forever, a security interest in the following: GRANTING CLAUSE FIRST All rights, title, interest and privileges of the Issuer and/or the Eligible Lender Trustee (a) with respect to Financed Student Loans, in, to and under any Servicing Agreement, the Eligible Lender Trust Agreement, the Guarantee Agreements and any purchase and sale agreements pursuant to which the Issuer acquires Financed Student Loans; (b) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness and securities (including any earnings thereon) in and payable into the Acquisition Fund, Debt Service Fund, Collection Fund, Reserve Fund, Administration Fund and Surplus Fund, in the manner and subject to the prior applications provided in Article IV hereof; and (c) in, to and under any Credit Enhancement Facility, any Swap Agreement, any Swap Counterparty Guaranty, any Tender Agent Agreement, any Remarketing Agreement, any Auction Agent Agreement, any Market Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Issuer or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; To Have and to Hold all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; In Trust Nevertheless, upon the terms and trust herein set forth (a) for the equal and proportionate benefit, security and protection of all present and future Senior Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the others; (b) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries over any of the others, but on a basis subordinate to the Senior Beneficiaries on the terms described herein; and (c) for the equal and proportionate benefit, security and protection of all present and future Junior Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Junior Subordinate Beneficiaries over any of the others, but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; Provided, however, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds as required under Article IV hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee, any Swap Counterparty and any Credit Facility Provider all sums of money due or to become due to them in accordance with the terms and provisions hereof, then (except as otherwise provided in a Supplemental Indenture) this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect. NOW, THEREFORE, it is mutually covenanted and agreed for the benefit of all Holders of the Notes and for the benefit of any Swap Counterparty and any Credit Facility Provider, as follows: ARTICLE I DEFINITIONS AND GENERAL PROVISIONS SECTION 1.01. DEFINITIONS. In this Indenture the following terms have the following respective meanings unless the context hereof clearly requires otherwise: "ACCOUNT" means any of the segregated non-interest bearing accounts created within the Funds established by this Indenture; provided, however, such Accounts may be invested in Investment Securities in accordance with this Indenture, which investments may produce earnings or income. "ACCOUNTANT" means Weiss, Redington & Company, any other registered or certified public accountant or firm of such accountants selected and paid by the Issuer, who is Independent and not under the domination of the Issuer, but who may be regularly retained to make annual or similar audits of the books or records of the Issuer. "ACQUISITION ACCOUNT AGREEMENT" means a Custodial Account Agreement among the Issuer, the Trustee, the Sponsor and a Servicer, each as amended and supplemented. "ACQUISITION ACCOUNT DEPOSIT CERTIFICATE" means a certificate signed by an Authorized Officer of the Issuer and substantially in the form attached as Exhibit B hereto. "ACQUISITION FUND" means the Acquisition Fund created and established by Section 4.01 hereof. "ACQUISITION PERIOD" with respect to any series of Notes shall have the meaning set forth in the related Supplemental Indenture. "ACTING BENEFICIARIES UPON DEFAULT" means: (a) at any time that any Senior Obligations are Outstanding: (i) with respect to directing the Trustee to accelerate the Outstanding Notes pursuant to Section 6.02 hereof (A) upon an Event of Default described in clauses (a) through (d) of Section 6.01, the Holders of a majority in aggregate Principal Amount of Senior Notes Outstanding; and (B) upon any other Event of Default described in Section 6.01, the Holders of a majority in aggregate Principal Amount of all Notes Outstanding; (ii) with respect to requesting the Trustee to exercise rights and powers under the Indenture, directing the conduct of proceedings in connection with the enforcement of the Indenture and requiring the Trustee to waive Events of Default (other than pursuant to (i) above): the Holders of a majority in aggregate Principal Amount of the Senior Notes Outstanding (and, to the extent provided in a Supplemental Indenture satisfactory to the Rating Agencies, the Holders of Other Senior Obligations as shall be set forth in such Supplemental Indenture); and (iii) with respect to all other matters under the Indenture, the Holders of a majority in aggregate Principal Amount of Senior Notes Outstanding (and, to the extent provided in a Supplemental Indenture satisfactory to the Rating Agencies, the Holders of Other Senior Obligations as shall be set forth in such Supplemental Indenture); (b) at any time that no Senior Obligations are Outstanding but Subordinate Obligations are Outstanding: (i) with respect to directing the Trustee to accelerate the Outstanding Notes pursuant to Section 6.02 hereof (A) upon an Event of Default described in clauses (e) through (h) of Section 6.01 hereof, the Holders of a majority in aggregate Principal Amount of Subordinate Notes Outstanding; and (B) upon any other Event of Default described in Section 6.01, the Holders of a majority in aggregate Principal Amount of all Notes Outstanding; (ii) with respect to requesting the Trustee to exercise rights and powers under the Indenture, directing the conduct of proceedings in connection with the enforcement of the Indenture and requiring the Trustee to waive Events of Default (other than pursuant to (i) above: (A) the Holders of a majority in aggregate Principal Amount of the Subordinate Notes Outstanding (and, to the extent provided in a Supplemental Indenture satisfactory to the Rating Agencies, the Holders of Other Senior Obligations (as shall be set forth in such Supplemental Indenture); and (iii) with respect to all other matters under the Indenture, the Holders of a majority in aggregate Principal Amount of Subordinate Notes Outstanding; and (c) at any time that no Senior Obligations and no Subordinate Obligations are Outstanding but any Junior Subordinate Notes are Outstanding, the Holders of a majority in aggregate Principal Amount of Junior Subordinate Obligations Outstanding. "ADD-ON LOAN" means, (i) with respect to any Consolidation Loan owned by the Issuer, an amount equal to the increased balance of such Consolidation Loan arising out of amounts required to be paid to a Lender at the request of the related borrower within 180 days of the date such Consolidation Loan was originated and (ii) with respect to any other FFELP Loan owned by the Issuer for which only the initial disbursement has been made, an amount equal to the increased balance of such FFELP Loan arising out of any subsequent disbursement. "ADMINISTRATION AGREEMENT" means the Administration Agreement dated as of March 1, 2002, among the Issuer Administrator, the Issuer, the Trustee, the Eligible Lender Trustee and the Delaware Trustee as such agreement may be amended or supplemented from time to time. "ADMINISTRATION FEE" means, with respect to each series of Notes, a monthly fee in an amount set forth in the Supplemental Indenture authorizing such series of Notes, which shall be released to the Issuer Administrator each month to cover expenses (other than Servicing Fees and Note Fees) incurred in connection with carrying out and administering its powers, duties and functions under this Indenture and any related agreements. "ADMINISTRATION FUND" means the Administration Fund created and established by Section 4.01 hereof. "AGGREGATE VALUE" means on any calculation date the sum of the Values of all assets of the Trust Estate. "ASSET RELEASE REQUIREMENT" means, at any time, any requirement set forth as such in a Supplemental Indenture. "AUCTION AGENT" means, with respect to any series of Notes, any bank, national banking association or trust company designated as such with respect to such Notes pursuant to the provisions of a Supplemental Indenture, and its successor or successors, and any bank, national banking association or trust company at any time substituted in its place pursuant to such Supplemental Indenture. "AUCTION AGENT AGREEMENT" means, with respect to any series of Notes, an agreement among an Auction Agent and the Trustee setting forth the rights and obligations of the Auction Agent acting in such capacity with respect to such Notes under this Indenture and the related Supplemental Indenture, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof. "AUTHENTICATING AGENT" when used with respect to a series of Notes, means a bank or trust company (which may be the Trustee) appointed for the purpose of receiving, authenticating and delivering Notes of that series in connection with transfers, exchanges and registrations as in this Indenture provided, and its successor or successors and any other bank or trust company which may at any time be substituted in its place as Authenticating Agent pursuant to this Indenture. "AUTHORIZED OFFICER" when used with reference to the Issuer, means those individuals authorized to act for the Issuer Administrator, as set forth in a list of Authorized Officers delivered by the Issuer Administrator to the Trustee and the Delaware Trustee, as such list may be amended from time to time by the Issuer Administrator. "BALANCE" when used with reference to any Account or Fund, means the aggregate sum of all assets standing to the credit of such Account or Fund, including, without limitation, Investment Securities computed at the Value thereof; Financed Student Loans computed at the Value thereof; and lawful money of the United States; provided, however, that (a) the Balance of the Interest Account shall not include amounts standing to the credit thereof which are being held therein for (i) the payment of past due and unpaid interest on Notes; or (ii) the payment of interest on Notes that are deemed no longer Outstanding as a result of the defeasance thereof pursuant to subparagraph (b) of the first paragraph of Section 9.01 hereof; and (b) the Balances of the Principal Account and the Retirement Account shall not include amounts standing to the credit thereof which are being held therein for the payment of principal of or premium, if any, on Notes which are deemed no longer Outstanding in accordance with the provisions of subparagraph (b) of the first paragraph of Section 9.01 hereof. "BENEFICIAL OWNER" means the Person in whose name a Note is recorded as beneficial owner of such Note by a securities depository under a book-entry system, or by a participant or indirect participant in such securities depository, as the case may be. "BENEFICIAL OWNERSHIP INTEREST" means the right to receive payments and notices with respect to Notes which are held by a securities depository under a book-entry system and for which the securities depository does not act on behalf of the Beneficial Owner in connection with the optional or mandatory tender of Notes on a Tender Date. "BENEFICIARIES" means, collectively, all Senior Beneficiaries, all Subordinate Beneficiaries and all Junior Subordinate Beneficiaries. "BOOK-ENTRY NOTES" means Notes registered in book-entry form. "BORROWER BENEFITS" means, with respect to any Financed Student Loan, pursuant to an agreement or agreements, any reduction or forgiveness of principal and/or interest payments or a reduction in interest rate provided on such Financed Student Loan. "BROKER-DEALER" means, with respect to any series of Notes, any broker or dealer (each as defined in the Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a broker-dealer set forth in the auction procedures relating to such Notes, designated as such with respect to such Notes pursuant to the provisions of a Supplemental Indenture, and its successor or successors, and any broker or dealer, commercial bank or other entity at any time substituted in its place pursuant to such Supplemental Indenture. "BROKER-DEALER AGREEMENT" means, with respect to any series of Notes, an agreement between an Auction Agent and a Broker-Dealer, and approved by the Issuer, setting forth the rights and obligations of the Broker-Dealer acting in such capacity with respect to such Notes under this Indenture and the related Supplemental Indenture, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof. "BUSINESS DAY" means a day of the year other than a Saturday, a Sunday or a day on which banks located in the city in which the Principal Office of the Trustee is located, in the city in which the Principal Office of any Authenticating Agent is located, in the city in which the Principal Office of the Issuer is located or in New York, New York, are required or authorized by law to remain closed, or on which The New York Stock Exchange is closed; provided, that a Supplemental Indenture may provide for a different meaning with respect to Notes of any series issued pursuant thereto. "CASH FLOWS" means cash flow schedules prepared by the Issuer or its designee, including a listing of all assumptions used in the preparation of such cash flow schedules, in connection with the issuance of any Notes hereunder or in connection with the satisfaction of certain Rating Agency Conditions. "CARRY-OVER AMOUNT" means, if and to the extent specifically provided for as such in a Supplemental Indenture with respect to a series of Variable Rate Notes, the excess, if any, of (a) the amount of interest on a Note that would have accrued with respect to the related interest period at the applicable interest rate over (b) the amount of interest on such Note actually accrued with respect to such Note, with respect to such interest period based on the maximum rate specified in a Supplemental Indenture, together with the unpaid portion of any such excess from prior interest periods. To the extent required by a Supplemental Indenture providing for any Carry-Over Amount, interest will accrue on such Carry-Over Amount until paid. Any reference to "principal" or "interest" in this Indenture and in the related Notes shall not include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount. "CODE" means the Internal Revenue Code of 1986, as amended, or any successor legislation thereto. "COLLECTION FUND" means the Collection Fund created and established by Section 4.01 hereof. "COLLEGE LOAN CORPORATION" means the College Loan Corporation, a California corporation. "COMMISSION" means the Securities and Exchange Commission. "CONSOLIDATION LOAN" means a Student Loan made pursuant to Section 428C of the Higher Education Act. "COSTS OF ISSUANCE" means all items of expense directly or indirectly payable by or reimbursable to the Issuer and related to the authorization, sale and issuance of a series of the Notes, including, but not limited to, printing costs, costs of preparation and reproduction of documents, filing fees, initial fees, charges and expenses of the Trustee, the Eligible Lender Trustee, any Authenticating Agent, any Remarketing Agent, any Tender Agent, any Auction Agent, any Market Agent or any Broker-Dealer, legal fees and charges, fees and disbursements of underwriters, consultants and professionals, underwriters' discount, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of such Notes, other costs incurred by the Issuer in anticipation of the issuance of such Notes and any other cost, charge or fee in connection with the issuance of such Notes. "COUNSEL" means a person, or firm of which such a person is a member, authorized in any state or the District of Columbia to practice law. "COUNTERPARTY SWAP PAYMENT" means a payment due to or received by the Issuer from a Swap Counterparty pursuant to a Swap Agreement (including, but not limited to, payments in respect of any early termination of such Swap Agreement) and amounts received by the Issuer under any related Swap Counterparty Guaranty. "CREDIT ENHANCEMENT FACILITY" means, if and to the extent provided for in a Supplemental Indenture described in Section 8.01(h) hereof, with respect to Notes of one or more series (a) an insurance policy insuring, or a letter of credit or surety bond providing a direct or indirect source of funds for, the timely payment of principal of and interest on such Notes (but not necessarily principal due upon acceleration thereof under Section 6.02 hereof); or (b) a letter of credit, standby purchase agreement, or similar instrument, providing for the purchase of such Notes on a Tender Date, and in either case, all agreements entered into by the Issuer or the Trustee and the Credit Facility Provider with respect thereto. "CREDIT FACILITY PROVIDER" means, if and to the extent provided for in a Supplemental Indenture entered into pursuant to Section 8.01(h) hereof, any Person or Persons engaged by the Issuer pursuant to a Credit Enhancement Facility, to provide credit enhancement or liquidity for the payment of the principal of and interest on any or all of the Notes of one or more series or the Issuer's obligation to purchase Notes on a Tender Date. "CUSTODIAN" means each Servicer with respect to Financed Student Loans it services pursuant to a Servicing Agreement, as custodian pursuant to the respective Servicing Agreements or separate custody agreements, and any other Person entering into a custody agreement and satisfying the Rating Agency Condition. "DEBT SERVICE" means: (a) with respect to any Notes, as of any particular date and with respect to any particular period, the aggregate of the moneys to be paid or set aside on such date or during such period for the payment (or retirement) of the principal of, premium, if any, and interest on Notes; and (b) with respect to Other Obligations, as of any particular date and with respect to any particular period, the aggregate of the moneys to be paid or set aside on such date or during such period for the payment of amounts payable by the Issuer under any Swap Agreements or Credit Enhancement Facilities, including fees payable by the Issuer to the Credit Facility Provider thereunder. "DEBT SERVICE FUND" means the Fund by that name created and established by Section 4.01 hereof. "DEFAULTED INTEREST" shall have the meaning given in Section 2.02 hereof. "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its individual capacity but solely as trustee under the Trust Agreement, and its successors and assigns in such capacity. "DEPOSITORY" means DTC or its successors or assigns. "DEPOSITORY PARTICIPANT" means a Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository. "DIRECT PARTICIPANT" means any broker-dealer, bank or other financial institution for whom the nominee of the Depository holds an interest in any Note. "DTC" means The Depository Trust Company. "DTC CUSTODIAN" means the Trustee as a custodian for DTC. "ELIGIBLE LENDER TRUST AGREEMENT" means the Trust Agreement dated as of the date hereof between the Issuer, as grantor, and the Eligible Lender Trustee, as trustee, and any similar agreement entered into by the Issuer and an "eligible lender" under the Higher Education Act pursuant to which such "eligible lender" holds Financed FFELP Loans as legal owner in trust for the Issuer as beneficial owner, in each case as supplemented or amended from time to time. "ELIGIBLE LENDER TRUSTEE" means Deutsche Bank Trust Company Americas, trustee under the Eligible Lender Trust Agreement, and its successors and assigns in such capacity. "ELIGIBLE LOAN" means: a Student Loan which: (a) has been or will be made to a borrower for post-secondary education; (b) is a FFELP Loan which is Guaranteed; and (c) is an "eligible loan" as defined in Section 438 of the Higher Education Act for purposes of receiving Special Allowance Payments to the extent permitted by the Higher Education Act; provided, however, that no more than 5% of the Principal Balance of Financed Student Loans may include Consolidation Loans for which no Special Allowance Payment is permitted to be paid pursuant to the Higher Education Act and no more than 10% of the Principal Balance of Financed Student Loans may be Eligible Loans made with respect to students attending proprietary schools. "ELIGIBLE LOAN ACQUISITION CERTIFICATE" means a certificate signed by an Authorized Officer of the Issuer and substantially in the form attached as Exhibit A hereto. "ESCROW ACCOUNT" shall have the meaning set forth in Section 4.01 hereof. "EVENT OF DEFAULT" means one of the events described as such in Section 6.01 hereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "FEDERAL REIMBURSEMENT CONTRACT" means any agreement between a Guarantee Agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including (but not necessarily limited to) partial reimbursement of amounts paid or payable upon defaulted Financed FFELP Loans and other student loans guaranteed or insured by the Guarantee Agency and interest subsidy payments to holders of qualifying student loans Guaranteed by the Guarantee Agency. "FFELP LOAN" means a Student Loan made pursuant to the Higher Education Act., including any Additional Advances as defined in the Loan Purchase Agreement. "FINANCED" when used with respect to Student Loans, Eligible Loans or FFELP Loans, means Student Loans, Eligible Loans or FFELP Loans, as the case may be, acquired or originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer with moneys in the Acquisition Fund or the Surplus Fund, any Eligible Loans received in exchange for Financed Student Loans upon the sale thereof or substitution therefor in accordance with Section 4.02 hereof and any other Student Loans deemed "Financed" with moneys in the Acquisition Fund and the Surplus Fund pursuant to this Indenture, but does not include Student Loans released from the lien of this Indenture and sold, as permitted in this Indenture, to any purchaser, including a trustee for the holders of the Issuer's bonds, notes or other evidences of indebtedness issued other than pursuant to the Indenture. "FISCAL YEAR" means the fiscal year of the Issuer as established from time to time, initially ending December 31. "FUND" means any of the segregated non-interest bearing funds created or established by this Indenture; provided, however, such Funds may be invested in Investment Securities in accordance with this Indenture, which investments may produce earnings or income. "GOVERNMENT OBLIGATIONS" means noncallable direct obligations of, or obligations the full and timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America. "GUARANTEE" or "GUARANTEED" means, with respect to a FFELP Loan, the insurance or guarantee by a Guarantee Agency, to the extent provided in the Higher Education Act, of the principal of and accrued interest on such FFELP Loan, and the coverage of such FFELP Loan by one or more Federal Reimbursement Contracts providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Financed Student Loans insured or guaranteed by the Guarantee Agency to the extent provided in the Higher Education Act. "GUARANTEE AGENCY" means any state agency or private nonprofit institution or organization which has Federal Reimbursement Contracts in place and has entered into a Guarantee Agreement with the Eligible Lender Trustee, and any such guarantor's successors and assigns. "GUARANTEE AGREEMENTS" means the blanket guarantee and other guarantee agreements issued by or from any Guarantee Agency to the Eligible Lender Trustee for the purpose of Guaranteeing FFELP Loans to be Financed hereunder, and any amendment of any of the foregoing entered into in accordance with the provisions thereof providing for the insurance or guarantee by such Guarantee Agency, to the extent provided in the Higher Education Act, of the principal of an accrued interest on Financed FFELP Loans acquired by the Trustee from time to time. "HIGHER EDUCATION ACT" means the Higher Education Act of 1965, as amended or supplemented from time to time, and all regulations promulgated thereunder. "HOLDER" when used with respect to any Note, means the Person in whose name such Note is registered in the Note Register, except that to the extent and for the purposes provided in a Supplemental Indenture for a series of Notes (including, without limitation, for purposes of the definition of "Acting Beneficiaries Upon Default"), a Credit Facility Provider that has delivered a Credit Enhancement Facility with respect to such series of Notes may instead be treated as the Holder of the Notes of such series. "INDENTURE" means this Indenture of Trust, including any supplement hereto or amendment hereof entered into in accordance with the provisions hereof. "INDEPENDENT" when used with respect to any specified Person, means such a Person who (a) is in fact independent; (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, other than the payment to be received under a contract for services to be performed by such Person; and (c) is not connected with the Issuer as an official, officer, employee, promoter, underwriter, trustee, partner, affiliate, subsidiary, director or Person performing similar functions. Whenever it is herein provided that any Independent Person's opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by the Issuer or the Trustee, as the case may be, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. "INDIRECT PARTICIPANT" means any financial institution for whom any Direct Participant holds an interest in any Note. "INDIVIDUAL NOTE" means any Note registered in the name of a holder other than the Depository or its nominee. "INITIAL NOTES" means the Notes issued contemporaneously with the execution and delivery of this Indenture pursuant to the First Supplemental Indenture of Trust dated as of March 1, 2002, between the Issuer and the Trustee. "INTEREST ACCOUNT" means the Account by that name created and established by Section 4.01 hereof. "INTEREST PAYMENT DATE" means each regularly scheduled interest payment date on the Notes (which dates shall be specified in the Supplemental Indenture providing for the issuance thereof) or, with respect to the payment of interest upon redemption or acceleration of a Note, purchase of a Note by the Trustee on a Tender Date (to the extent such Tender Date is designated as an Interest Payment Date in the related Supplemental Indenture) or the payment of Defaulted Interest, such date on which such interest is payable under this Indenture or a Supplemental Indenture. "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as amended. "INVESTMENT SECURITIES" means any of the following: (a) direct general obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States, FHA debentures, Freddie Mac senior debt obligations, Federal Home Loan Bank consolidated senior debt obligations, and Fannie Mae senior debt obligations, but excluding any of such securities whose terms do not provide for payment of a fixed dollar amount upon maturity or call for redemption; (b) federal funds, certificates of deposit, time deposits and banker's acceptances (having original maturities of not more than 365 days) of any bank or trust company incorporated under the laws of the United States or any state thereof, provided that the short-term debt obligations of such bank or trust company at the date of acquisition thereof have been rated "A-1+" or better by S&P and "P-1" or better by Moody's; (c) deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of at least $3,000,000 which deposits are held only up to the limits insured by the Bank Insurance Fund or Savings Association Insurance Fund administered by the Federal Deposit Insurance Corporation, provided that the unsecured long-term debt obligations of such bank or savings and loan association have been rated "BBB" or better by S&P and "Baa3" or better by Moody's; (d) commercial paper (having original maturities of not more than 365 days) rated "A-1+" or better by S&P and "P-1" or better by Moody's; (e) debt obligations rated "AAA" by S&P and "Aaa" by Moody's (other than any such obligations that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date); (f) investments in money market funds (including those funds managed or advised by the Trustee or an affiliate thereof) rated "AAAm" by S&P and "Aaa" by Moody's; (g) guaranteed investment contracts or surety bonds satisfying the Rating Agency Condition and providing for the investment of funds in an account or insuring a minimum rate of return on investments of such funds, which contract or surety bond shall: (i) be an obligation of or guaranteed by an insurance company or other corporation or financial institution whose debt obligations or insurance financial strength or claims paying ability are rated "AAA" by S&P and "Aaa" by Moody's; (ii) provide that the Trustee may exercise all of the rights of the Issuer under such contract or surety bond without the necessity of the taking of any action by the Issuer; (h) a repurchase agreement that satisfies the following criteria: (i) must be between the Trustee and a dealer, bank, securities firm, insurance company or other financial institution described in (A) or (B) below: (A) primary dealers on the Federal Reserve reporting dealer list which (x) have a long term rating of "A" or better by S&P and "Aa2" or better by Moody's or (y) have a long term rating of "A" or better by S&P and "Aa3" or better by Moody's and a short term rating of "P-1" by Moody's, or (B) banks, insurance companies or other financial institutions which (x) have a long term rating of "A" or both by S&P and "Aa2" or better by Moody's or (y) have a long term rating of "A" or better by S&P and "Aa3" or better by Moody's and a short term rating of "P-1" by Moody's; (ii) the written repurchase agreement must include the following: Securities which are acceptable for the transfer are: (A) Direct U.S. governments, or (B) Federal Agencies backed by the full faith and credit of the U.S. government (and Fannie Mae & Freddie Mac); and (iii) the collateral must be delivered to the Trustee or third party custodian acting as agent for the Trustee by appropriate book entries and confirmation statements must have been delivered before or simultaneous with payment (perfection by possession of certificated securities); and (i) any other investment satisfying the Rating Agency Condition (provided, however, that if such other investment meets the rating criteria above for a particular Rating Agency but not all Rating Agencies, then a Rating Agency Condition need be satisfied only with respect to any other Rating Agency for which such rating criteria has not been met). "ISSUER" means College Loan Corporation Trust I, a Delaware statutory trust, and any successor or assignee thereto under this Indenture. "ISSUER ADMINISTRATOR" means College Loan Corporation in its capacity as administrator under that certain Administration Agreement, or Deutsche Bank Trust Company Americas, or any other Person providing similar services and satisfying the Rating Agency Condition. "ISSUER ORDER" or "ISSUER CERTIFICATE" means, respectively, a written order or certificate signed in the name of the Issuer by an Authorized Officer (and, after the date of issuance of the first Notes hereunder, signed by another person designated by a different Authorized Officer) and delivered to the Trustee. "ISSUER SWAP PAYMENT" means a payment due to a Swap Counterparty from the Issuer pursuant to the applicable Swap Agreement (including, but not limited to, payments in respect of any early termination of such Swap Agreement). "JOINT SHARING AGREEMENT" shall have the meaning set forth in Section 5.14 hereof. "JUNIOR SUBORDINATE BENEFICIARIES" means (a) the Holders of any Outstanding Junior Subordinate Notes and (b) any Other Junior Subordinate Beneficiary holding any Other Junior Subordinate Obligation that is Outstanding. "JUNIOR SUBORDINATE CREDIT ENHANCEMENT FACILITY" means a Credit Enhancement Facility designated as a Junior Subordinate Credit Enhancement Facility in the Supplemental Indenture pursuant to which such Credit Enhancement Facility is furnished by the Issuer. "JUNIOR SUBORDINATE CREDIT FACILITY PROVIDER" means any person who provides a Junior Subordinate Credit Enhancement Facility. "JUNIOR SUBORDINATE NOTES" means any Notes designated in a Supplemental Indenture as Junior Subordinate Notes, which are secured under this Indenture on a basis subordinate to any Senior Obligations and Subordinate Obligations (as such subordination is described herein, and on a parity with Other Junior Subordinate Obligations). "JUNIOR SUBORDINATE OBLIGATIONS" means, collectively, the Junior Subordinate Notes and any Other Junior Subordinate Obligations. "JUNIOR SUBORDINATE SWAP AGREEMENT" means a Swap Agreement designated as a Junior Subordinate Swap Agreement in the Supplemental Indenture pursuant to which such Swap Agreement is furnished by the Issuer. "JUNIOR SUBORDINATE SWAP COUNTERPARTY" means any Person who provides a Junior Subordinate Swap Agreement. "LENDER" means the Issuer or any party from which the Issuer (or the Eligible Lender Trustee on behalf of the Issuer) acquires Eligible Loans, which must be an "eligible lender" (as defined in the Higher Education Act). "LETTER OF REPRESENTATIONS" means any Letter of Representations relating to Book-Entry Notes among the Issuer, the Trustee and the Depository. "LOAN PURCHASE AGREEMENT" means the FFELP Loan Purchase Agreement dated as of March 1, 2002, as supplemented and amended, among the Issuer, College Loan Corporation, the Eligible Lender Trustee and the eligible lender trustee for College Loan Corporation, and any other similar agreements upon satisfaction of a Rating Agency Condition. "MARKET AGENT" means, with respect to any series of Notes, the Person identified as such in the related Supplemental Indenture, and its successor or successors, and any Person at any time substituted in its place pursuant to such Supplemental Indenture. "MARKET AGENT AGREEMENT" means, with respect to any series of Notes, an agreement between a Market Agent and the Trustee designated as such in the Supplemental Indenture pursuant to which the issuance of such series of Notes is authorized. "MATURITY" when used with respect to any Note, means the date on which the entire outstanding Principal Amount of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, redemption, distribution of principal or otherwise. "MONTHLY CALCULATION DATE" means the twenty-fifth day of each calendar month (or, in the event such twenty-fifth day is not a Business Day, the next succeeding Business Day). "MONTHLY SERVICING REPORT" means a report prepared by or on behalf of the Issuer setting forth certain information with respect to the Financed Student Loans as of the end of each month. "MOODY'S" means Moody's Investors Service, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "MOODY'S" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Issuer. "NOTE FEES" means the fees, costs and expenses (excluding Costs of Issuance), of the Trustee, the Delaware Trustee and any Eligible Lender Trustee, Paying Agent, Authenticating Agent, Remarketing Agent, Tender Agent, Auction Agent, Market Agent, Broker-Dealer, Counsel, Note Registrar, Accountant and other consultants and professionals incurred by the Issuer in carrying out and administering its powers, duties and functions under (a) the Eligible Lender Trust Agreement, the Trust Agreement, the Guarantee Agreements, the Higher Education Act or any requirement of the laws of the United States or any State, as such powers, duties and functions relate to Financed Student Loans; (b) any Swap Agreement or Credit Enhancement Facility (other than any amounts payable thereunder which constitute Other Obligations); (c) any Remarketing Agreement, Tender Agent Agreement, Auction Agent Agreement, Market Agent Agreement or Broker-Dealer Agreement; and (d) this Indenture. "NOTE REGISTER" means the register maintained by the Note Registrar pursuant to Section 2.07 hereof. "NOTE REGISTRAR" means the Trustee, or, if so designated pursuant to the terms of a Supplemental Indenture, an Authenticating Agent, serving in such capacity under the terms of this Indenture, unless and until an Issuer Order is delivered to the Authenticating Agent and the Trustee directing that the Authenticating Agent or the Trustee, as the case may be, become the Note Registrar and the Authenticating Agent or the Trustee, as the case may be, agrees to serve in such capacity hereunder. "NOTEHOLDER" means the Holder of any Note. "NOTES" means all notes, bonds or other obligations issued pursuant to this Indenture in accordance with the provisions of Article II hereof. "OPINION OF COUNSEL" shall mean (a) with respect to the Trust, one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Delaware Trustee, the Trust, the Issuer Administrator or an Affiliate of the Issuer Administrator and who shall be satisfactory to the Trustee, and which opinion or opinions shall be addressed to the Trustee as Trustee, shall comply with any applicable requirements of the TIA and shall be in form and substance satisfactory to the Trustee; and (b) with respect to the Issuer Administrator or the Servicer, one or more written opinions of counsel who may be an employee of or counsel to the Issuer Administrator or the Servicer, which counsel shall be acceptable to the Trustee and the Delaware Trustee. "ORIGINATION LOAN CERTIFICATE" means a certificate signed by College Loan Corporation, or its agents, and substantially in the form attached as Exhibit C hereto. "OTHER BENEFICIARY" means an Other Senior Beneficiary, an Other Subordinate Beneficiary or an Other Junior Subordinate Beneficiary. "OTHER JUNIOR SUBORDINATE BENEFICIARY" means a person who is a Junior Subordinate Beneficiary other than as a result of ownership of Junior Subordinate Notes. "OTHER JUNIOR SUBORDINATE OBLIGATIONS" means the Issuer's obligations to pay any amounts under any Junior Subordinate Swap Agreements and any Junior Subordinate Credit Enhancement Facilities. "OTHER OBLIGATIONS" means, collectively, Other Senior Obligations, Other Subordinate Obligations and Other Junior Subordinate Obligations. "OTHER SENIOR BENEFICIARY" means a Person who is a Senior Beneficiary other than as a result of ownership of Senior Notes. "OTHER SENIOR OBLIGATION" means the Issuer's obligations to pay any amounts under any Senior Swap Agreements and any Senior Credit Enhancement Facilities. "OTHER SUBORDINATE BENEFICIARY" means a Person who is a Subordinate Beneficiary other than as a result of ownership of Subordinate Notes. "OTHER SUBORDINATE OBLIGATION" means the Issuer's obligations to pay any amounts under any Subordinate Swap Agreements and any Subordinate Credit Enhancement Facilities. "OUTSTANDING" (a) when used with respect to any Note, shall have the construction given to such word in Sections 1.06, 2.07 and 9.01 hereof, i.e., a Note shall not be Outstanding hereunder if such Note is at the time not deemed to be Outstanding hereunder by reason of the operation and effect of Section 1.06, 2.07 or 9.01 hereof; and (b) when used with respect to any Other Obligation, means all Other Obligations which have become, or may in the future become, due and payable and which have not been paid or otherwise satisfied. "PARTICIPANT" means a Person that has an account with DTC. "PAYING AGENT" means the Trustee and any other commercial bank designated herein or in accordance herewith as a place at which principal of, premium, if any, or interest on any Note is payable. "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, incorporated organization or government or any agency or political subdivision thereof. "PREMIUM" means for each Eligible Loan acquired by the Issuer from a Lender, the meaning set forth in a Supplemental Indenture. "PREPAYMENT DATE," when used with respect to any Note, all or any portion of the Principal Amount of which is to be prepaid prior to its Stated Maturity, means the date fixed for such prepayment by or pursuant to this Indenture. "PREPAYMENT PRICE," when used with respect to any Note to be prepaid, means the price at which it is to be redeemed pursuant to this Indenture and the Supplemental Indenture pursuant to which it has been issued. "PRINCIPAL ACCOUNT" means the Account by that name created and established by Section 4.01 hereof. "PRINCIPAL AMOUNT" when used with respect to (a) a Note, means the original principal amount of such Note less all payments previously made to the Holder thereof in respect of principal; and (b) a Swap Agreement, shall have the meaning set forth in the Supplemental Indenture relating to the Series of Notes for which the Issuer entered into such Swap Agreement. "PRINCIPAL BALANCE" when used with respect to a Student Loan, means the unpaid principal amount thereof (including any unpaid capitalized interest thereon that is authorized to be capitalized under the Higher Education Act) as of a given date. "PRINCIPAL OFFICE" means (a) when used with respect to the Trustee, the office located at the address specified in Section 10.04 hereof, or such other office as may, from time to time, be designated as such by the Trustee in writing to the Issuer; (b) when used with respect to the Issuer, its executive office located at the address specified in Section 10.04 hereof, or such other office as may, from time to time, be designated as such by Issuer Order; and (c) when used with respect to a Paying Agent (other than the Trustee), an Authenticating Agent, the Note Registrar, a Tender Agent, a Remarketing Agent, an Auction Agent, a Market Agent or a Broker-Dealer, such office as may, from time to time, be designated as such in writing to the Trustee and the Issuer as the location of its principal office for the performance of its duties as Paying Agent, Authenticating Agent, Note Registrar, Tender Agent, Remarketing Agent, Auction Agent, Market Agent or Broker-Dealer, as the case may be. "PRINCIPAL PAYMENT DATE" means the Stated Maturity of principal of any Serial Note and the Sinking Fund Payment Date for any Term Note. "PUBLIC SECURITIES" means Notes that are being offered for sale by the Issuer pursuant to a registration statement filed with the Securities and Exchange Commission. "RATING AGENCY" means (a) with respect to the Notes, any rating agency that shall have an outstanding rating on any of the Notes pursuant to request by the Issuer; and (b) with respect to Investment Securities, any rating agency that shall have an outstanding rating on the applicable Investment Security. "RATING AGENCY CONDITION" means, with respect to any action, that each of the Rating Agencies shall have notified the Issuer and the Trustee in writing that such action will not result in a reduction, qualification or withdrawal of the then-current rating of any of the Notes. "RATING CATEGORY" means one of the general rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. "REGULAR RECORD DATE" means, with respect to an Interest Payment Date for any series of Notes, unless the Supplemental Indenture authorizing the issuance of such series of Notes otherwise provides, the fifteenth day (whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date. "REMAINING ACQUISITION AMOUNT" with respect to any series of Notes means the excess, if any, of (a) the amount deposited into the Acquisition Fund on the date of issuance of such series of Notes; over (b) the sum of all amounts withdrawn from, or added to, the Acquisition Fund during the related Acquisition Period. "REMARKETING AGENT" means, with respect to any series of Notes, any securities dealer designated as such with respect to such Notes pursuant to the provisions of Section 7.19 hereof and its successor or successors and any securities dealer at any time substituted in its place pursuant to this Indenture. "REMARKETING AGREEMENT" means an agreement between a Remarketing Agent and the Issuer setting forth the rights and obligations of the Remarketing Agent acting in such capacity under this Indenture and otherwise meeting the requirements of Section 7.20 hereof, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof. "RESERVE FUND" means the Reserve Fund created and established by Section 4.01 hereof. "RESERVE FUND REQUIREMENT" with respect to any series of Notes shall have the meaning set forth in the Supplemental Indenture authorizing the issuance of such series of Notes. In calculating the Reserve Fund Requirement, all Notes to be defeased by a series of refunding Notes shall be deemed not Outstanding as of the date of calculation. "RETIREMENT ACCOUNT" means the Account by that name created and established by Section 4.01 hereof. "REVOLVING PERIOD" with respect to any series of Notes shall have the meaning set forth in the related Supplemental Indenture; provided however, that so long as one or more series of Public Securities is outstanding the Revolving Period shall not apply. "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Issuer. "SECRETARY OF EDUCATION" means the Commissioner of Education, Department of Health, Education and Welfare of the United States, and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any other officer, board, body, commission or agency succeeding to the functions thereof under the Higher Education Act. "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITIES LEGEND" "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (a) (i) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A; OR (b) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE TRUSTEE OF SUCH EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS; (ii) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (iii) PURSUANT TO A VALID REGISTRATION STATEMENT." "SENIOR ASSET PERCENTAGE" means, as of the date of determination, the percentage resulting by dividing (a) the difference of the Aggregate Value less the sum of (i) all accrued interest on Outstanding Senior Notes, (ii) all accrued Issuer Swap Payments with respect to Senior Swap Agreements, and (iii) all accrued fees with respect to Senior Credit Enhancement Facilities by (b) the aggregate Principal Amount of Outstanding Senior Notes. "SENIOR ASSET REQUIREMENT" means, at any time, any requirement set forth as such in a Supplemental Indenture providing for the issuance of one or more series of Notes any of which are then Outstanding. "SENIOR BENEFICIARIES" means (a) the Holders of any Outstanding Senior Notes and (b) any Other Senior Beneficiary holding any Other Senior Obligation that is Outstanding. "SENIOR CREDIT ENHANCEMENT FACILITY" means a Credit Enhancement Facility designated as a Senior Credit Enhancement Facility in the Supplemental Indenture pursuant to which such Credit Enhancement Facility is furnished by the Issuer. "SENIOR CREDIT FACILITY PROVIDER" means any Person who provides a Senior Credit Enhancement Facility. "SENIOR NOTES" means any Notes designated in a Supplemental Indenture as Senior Notes, which are secured under this Indenture on a basis senior to any Subordinate Obligations and any Junior Subordinate Obligations (as such seniority is described herein), and on a parity with Other Senior Obligations. "SENIOR OBLIGATIONS" means, collectively, the Senior Notes and any Other Senior Obligations. "SENIOR SWAP AGREEMENT" means a Swap Agreement designated as a Senior Swap Agreement in the Supplemental Indenture pursuant to which such Swap Agreement is furnished by the Issuer. "SENIOR SWAP COUNTERPARTY" means any Person who provides a Senior Swap Agreement. "SERIAL NOTES" means all Notes other than Term Notes. "SERVICER" means ACS Education Services, Inc. (formerly known as AFSA Data Corporation), Great Lakes Educational Loan Services, Inc., Nelnet Loan Services, Inc., Southwest Student Services Corporation, Pennsylvania Higher Education Assistance Agency and, subject to a Rating Agency Condition, any other organization with which the Issuer has (or the Issuer and the Eligible Lender Trustee have), entered into a Servicing Agreement; in any case, so long as such party acts as servicer of the Financed Student Loans. "SERVICING AGREEMENT" means any agreement between the Issuer and any Servicer (or among the Issuer, the Eligible Lender Trustee and any Servicer), under which such Servicer agrees to act as the Issuer's agent in connection with the administration and collection of Financed Student Loans in accordance with this Indenture. "SERVICING FEES" means any fees payable by the Issuer to (a) a Servicer in respect of Financed Student Loans pursuant to the provisions of a Servicing Agreement and (b) a collection agent in respect of Financed Student Loans in default. "SINKING FUND PAYMENT DATE" means the date on which any Term Note is to be mandatorily redeemed pursuant to the applicable provisions of the Supplemental Indenture providing for the issuance thereof and from funds allocated as provided in Section 4.06(b) hereof, or, if not redeemed, the Stated Maturity thereof. "SPECIAL ALLOWANCE PAYMENTS" means special allowance payments authorized to be made by the Secretary of Education by Section 438 of the Higher Education Act, or similar allowances authorized from time to time by federal law or regulation. "SPECIAL RECORD DATE" means, with respect to the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 2.02 hereof. "SPONSOR" means College Loan LLC, a Delaware limited liability company, as initial holder of the trust certificate under the Trust Agreement, and any successor thereto or assignee thereof. "STATED MATURITY" when used with respect to any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which principal of such Note or such installment of interest is due and payable. "STUDENT LOAN" means a loan to a borrower for or in connection with post-secondary education and related post-secondary education expenses. "SUBORDINATE ASSET PERCENTAGE" means, as of the date of determination, the percentage resulting by dividing (a) the difference of the Aggregate Value less the sum of (i) all accrued interest on Outstanding Senior Notes and Outstanding Subordinate Notes, (ii) all accrued Issuer Swap Payments (other than with respect to Junior Subordinate Swap Agreements), and (iii) all accrued fees with respect to Credit Enhancement Facilities (other than Junior Subordinate Credit Enhancement Facilities) by (b) the aggregate Principal Amount of Outstanding Senior Notes and Outstanding Subordinate Notes. "SUBORDINATE ASSET REQUIREMENT" means, at any time, any requirement set forth as such in a Supplemental Indenture providing for the issuance of one or more series of Notes any of which are then Outstanding. "SUBORDINATE BENEFICIARIES" means (a) the Holders of any Outstanding Subordinate Notes and (b) any Other Subordinate Beneficiary holding any Other Subordinate Obligation that is Outstanding. "SUBORDINATE CREDIT ENHANCEMENT FACILITY" means a Credit Enhancement Facility designated as a Subordinate Credit Enhancement Facility in the Supplemental Indenture pursuant to which such Credit Enhancement Facility is furnished by the Issuer. "SUBORDINATE CREDIT FACILITY PROVIDER" means any Person who provides a Subordinate Credit Enhancement Facility. "SUBORDINATE NOTES" means any Notes designated in a Supplemental Indenture as Subordinate Notes, which are secured under this Indenture on a basis subordinate to any Senior Obligations (as such subordination is described herein), on a basis senior to any Junior Subordinate Obligations (as such subordination is herein described), and on a parity with Other Subordinate Obligations. "SUBORDINATE OBLIGATIONS" means, collectively, the Subordinate Notes and any Other Subordinate Obligations. "SUBORDINATE SWAP AGREEMENT" means a Swap Agreement designated as a Subordinate Swap Agreement in the Supplemental Indenture pursuant to which such Swap Agreement is furnished by the Issuer. "SUBORDINATE SWAP COUNTERPARTY" means any Person who provides a Subordinate Swap Agreement. "SUPPLEMENTAL INDENTURE" means any amendment of or supplement to this Indenture made in accordance with Article VIII hereof. "SURPLUS FUND" means the Surplus Fund created and established by Section 4.01 hereof. "SWAP AGREEMENT" means an interest rate or other hedge agreement between the Issuer and a Swap Counterparty, as supplemented or amended from time to time. "SWAP COUNTERPARTY" means any Person with whom the Issuer shall, from time to time, enter into a Swap Agreement. "SWAP COUNTERPARTY GUARANTY" means a guarantee in favor of the Issuer given in connection with the execution and delivery of a Swap Agreement under this Indenture. "TENDER AGENT" means, with respect to any series of Notes, any commercial bank or banking association having trust powers or trust company designated as such with respect to such Notes pursuant to the provisions of Section 7.18 hereof and its successor or successors and any other commercial bank or banking association having trust powers or trust company at any time substituted in its place pursuant to this Indenture. "TENDER AGENT AGREEMENT" means an agreement among a Tender Agent, the Trustee, the Issuer, any Remarketing Agent and/or any related Credit Facility Provider setting forth the rights and obligations of the Tender Agent acting in such capacity under this Indenture and otherwise meeting the requirements of Section 7.18 hereof, including any supplement thereto or amendment thereof entered into in accordance with the provisions thereof. "TENDER DATE" means, with respect to any Note, a date on which such Note is required to be tendered for purchase by or on behalf of the Issuer, or has been tendered for purchase by or on behalf of the Issuer pursuant to a right given the Holder or Beneficial Owner of such Note, in accordance with the provisions in the Supplemental Indenture providing for the issuance thereof. "TERM NOTES" means Notes the payment of the principal of which is provided for from moneys credited to the Principal Account pursuant to Section 4.06(b) hereof. "TRUST" means the Issuer. "TRUST AGREEMENT" means the Trust Agreement dated as of March 1, 2002 between the Delaware Trustee and the Sponsor, as the same may be amended from time to time. "TRUST ESTATE" means the Trust Estate as described in the Granting Clauses hereof. "TRUST FUNDS" means, in the aggregate, all of the Funds and Accounts. "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as amended from time to time. "TRUSTEE" means Deutsche Bank Trust Company Americas, as trustee under this Indenture, and its successor or successors and any other corporation which may at any time be substituted in its place pursuant to this Indenture. "UNAMORTIZED PREMIUM" means for each Eligible Loan, the portion of the related Premium that has not been amortized based upon an assumed average life for such Eligible Loan of seven years or such lesser time period as set forth in a Supplemental Indenture as set forth in a Supplemental Indenture. "VALUE" means, on any calculation date when required under this Indenture, the value of the Trust Estate calculated by the Issuer, in accordance with the following: (a) with respect to any Financed Eligible Loan, the Principal Balance thereof, plus accrued interest and Special Allowance Payments thereon (or with respect to a Financed Student Loan which is no longer an Eligible Loan, zero); (b) with respect to any funds of the Issuer on deposit in any commercial bank or as to any banker's acceptance or repurchase agreement or investment agreement, the amount thereof plus accrued interest thereon; (c) with respect to any Investment Securities of an investment company, the bid price, or the net asset value if there is no bid price, of the shares as reported by the investment company; (d) as to other investments, (i) the bid price published by a nationally recognized pricing service; or (ii) if the bid and asked prices thereof are published on a regular basis by Bloomberg Financial Markets Commodities News (or, if not there, then in THE WALL STREET JOURNAL), the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination plus accrued interest thereon; (e) as to investments the bid prices of which are not published by a nationally recognized pricing service and the bid and asked prices of which are not published on a regular basis by Bloomberg Financial Markets Commodities News (or, if not there, then in THE WALL STREET JOURNAL) the lower of the bid prices at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Issuer in its absolute discretion) at the time making a market in such investments, plus accrued interest thereon; and (f) any accrued but unpaid Swap Counterparty Payment, unless the Swap Counterparty is in default of its obligations under the Swap Agreement. "VARIABLE RATE NOTES" means Notes whose interest rate is not fixed but varies on a periodic basis as specified in the Supplemental Indenture providing for the issuance thereof. SECTION 1.02. DEFINITIONS OF GENERAL TERMS. Unless the context shall clearly indicate otherwise, or may otherwise require, in this Indenture the terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof. Unless the context shall clearly indicate otherwise, or may otherwise require, in this Indenture: (a) references to articles, sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding articles, sections or subdivisions of this Indenture as such articles, sections or subdivisions may be amended from time to time; (b) references to articles, chapters, subchapters and sections of the Statutes, or to any public law or other statute of the United States or any section thereof, are to the respective or corresponding chapters, subchapters, sections and statutes as they may be amended from time to time; (c) the word "heretofore" means before the date of execution of this Indenture, the word "now" means at the date of execution of this Indenture, and the word "hereafter" means after the date of execution of this Indenture; and (d) the word "or" is not exclusive. SECTION 1.03. COMPUTATIONS. Unless the facts shall then be otherwise, all computations required for the purposes of this Indenture shall be made on the assumption that: (a) the principal of and interest on all Notes shall be paid as and when the same become due; (b) all credits required by this Indenture to be made to any Fund or Account shall be made in the amounts and at the times required; (c) all Notes required by this Indenture to be paid from moneys credited to the Note Principal Account shall be paid on the respective Sinking Fund Payment Dates therefor in the amounts and at the times as required by this Indenture; and (d) all Issuer Swap Payments and Counterparty Swap Payments (unless the Swap Counterparty is then in default of its obligations under the Swap Agreement) shall be paid when the same become due. SECTION 1.04. COMPLIANCE CERTIFICATES AND OPINIONS, ETC. Except as otherwise specifically provided in this Indenture, upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Issuer Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate of an Authorized Officer is based are erroneous. Any such certificate of an Authorized Officer or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer or the Issuer, unless such Counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VII. SECTION 1.05. EVIDENCE OF ACTION BY THE ISSUER. Except as otherwise specifically provided in this Indenture, any request, direction, command, order, notice, certificate or other instrument of, by or from the Issuer shall be effective and binding upon the Issuer for the purposes of this Indenture if signed by an Authorized Officer. SECTION 1.06. EXCLUSION OF NOTES HELD BY OR FOR THE ISSUER OR AFFILIATES. In determining whether the Holders of the requisite Principal Amount of Notes Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer, College Loan Corporation, the Sponsor or any affiliate of any of the foregoing shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be disregarded. SECTION 1.07. EXHIBITS. Attached to and by reference made a part of this Indenture are the following Exhibits: (a) Exhibit A: Form of Eligible Loan Acquisition Certificate (b) Exhibit B: Form of Origination Loan Certificate; and (c) Exhibit C: Form of Acquisition Account Deposit Certificates. ARTICLE II THE NOTES AND OTHER OBLIGATIONS SECTION 2.01. GENERAL TITLE. There is hereby created and established an issue of Notes of the Issuer to be known and designated as "Student Loan Asset-Backed Notes," which Notes may be issued in series as hereinafter provided. With respect to the Notes of any particular series, the Issuer may incorporate in or add to the general title of such Notes any words, letters or figures designed to distinguish that series. SECTION 2.02. GENERAL LIMITATIONS; ISSUABLE IN SERIES; PURPOSES AND CONDITIONS FOR ISSUANCE; PAYMENT OF PRINCIPAL AND INTEREST. The aggregate Principal Amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited, except as may be limited by law. The Notes may be issued in series as from time to time authorized by Issuer Order. Notes shall be issued only for the purposes of (a) providing funds for the acquisition by the Issuer of Eligible Loans (including, for this purpose, the acquisition under this Indenture of Eligible Loans previously purchased by the Issuer or any affiliate of the Issuer from other available moneys of the Issuer or such affiliate) or for the payment of guarantee or origination fees; (b) refunding at or before their Stated Maturity any or all Outstanding Notes issued for that purpose; (c) paying Servicing Fees, Administration Fees, Note Fees, Costs of Issuance and capitalized interest on the Notes being issued; (d) making deposits to the Reserve Fund; and (e) such other purposes relating to the Issuer's loan programs as may be provided in a Supplemental Indenture. The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and Other Obligations are limited obligations of the Issuer, payable solely from the revenues and assets of the Issuer pledged therefor under this Indenture. In the event a default occurs in the due and punctual payment of any interest on any Note, interest shall be payable thereon to the extent permitted by law on the overdue installment of interest, at the interest rate borne by the Note in respect of which such interest is overdue. The principal of and premium, if any, on the Notes, together with interest payable on the Notes at the Maturity thereof if the date of such Maturity is other than a regularly scheduled Interest Payment Date, shall, except as hereinafter provided or as otherwise provided in a Supplemental Indenture, be payable upon presentation and surrender of such Notes at the Principal Office of the Trustee or, at the option of the Holder, at the Principal Office of a duly appointed Paying Agent. Interest due on the Notes on each regularly scheduled Interest Payment Date shall, except as hereinafter provided or as otherwise provided in a Supplemental Indenture, be payable by check or draft drawn upon the Trustee mailed to the Person who is the Holder thereof as of 5:00 p.m. on the Regular Record Date relating thereto, at the address of such Holder as it appears on the Note Register. Any interest not so timely paid or duly provided for (herein referred to as "Defaulted Interest") shall cease to be payable to the Person who is the Holder thereof at the close of business on the Regular Record Date and shall be payable to the Person who is the Holder thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and notice of the Special Record Date shall be given to the Holders of the Notes not less than 10 days prior thereto by first-class mail to each such Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the Special Record Date and the date fixed for the payment of such Defaulted Interest. All payments of principal of, premium, if any, and interest on the Notes shall be made in lawful money of the United States of America. After the issuance of the Initial Notes, and from time to time, one or more additional series of Notes may be issued upon compliance with the provisions of Article II hereof (except where specifically indicated otherwise in this Section 2.02) in such Principal Amounts as may be determined by the Issuer for any of the purposes hereinbefore specified in this Section 2.02 upon compliance with the following conditions and any additional conditions specified in a Supplemental Indenture: (a) An Authorized Officer of the Issuer shall have certified (as evidenced by an Issuer Certificate filed with the Trustee) that the Issuer is not in default in the performance of any of its covenants and agreements in this Indenture made (unless, in the opinion of Counsel, any such default does not deprive any Beneficiary in any material respect of the security afforded by this Indenture). (b) The Rating Agency Condition shall have been satisfied with respect to the issuance of such additional series of Notes. (c) An opinion of Counsel to the Issuer to the effect that: (i) this Indenture and such Supplemental Indenture have been duly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, is valid and binding upon the Issuer (subject to the operation of bankruptcy, insolvency, preferential transfer, fraudulent transfer, fraudulent conveyance or other laws relating to or affecting creditors rights generally, now existing or hereafter enacted, and by the application of general principles of equity including those relating to equitable subordination and judicial discretion); (ii) pursuant to this Indenture the Issuer has assigned and pledged, and all necessary action on the part of the Issuer has been taken as required to assign and pledge under this Indenture, all of the Trust Estate to the Trustee, subject to customary exceptions; (iii) upon the execution, authentication and delivery thereof, such Notes will have been duly and validly authorized and issued in accordance with the provisions of this Indenture; (iv) such Notes are valid and binding obligations of the Issuer; (v) the Notes will be classified as debt for federal income tax purposes; (vi) the Issuer shall have acquired a perfected security interest in all Financed Student Loans purchased or financed in favor of the Trustee in the manner provided for by applicable law and the Higher Education Act; and (vii) all conditions precedent to the issuance of such Notes have been satisfied. (d) A written order as to the delivery of such Notes, signed by an Authorized Officer. SECTION 2.03. TERMS OF PARTICULAR SERIES. Each series of Notes shall be created by and issued pursuant to a Supplemental Indenture and such Supplemental Indenture shall designate Notes of each series as Senior Notes, Subordinate Notes or Junior Subordinate Notes. The Notes of each series shall bear such date or dates, shall be payable at such place or places, shall have such Stated Maturities and Sinking Fund Payment Dates, shall bear interest at such rate or rates, from such date or dates, payable in such installments and on Interest Payment Dates and at such place or places, may be subject to redemption at such Prepayment Price or Prices and upon such terms, may be entitled to distributions of principal upon such terms, may have such provisions for accrual of Carry-Over Amounts (and interest thereon), payable in such installments and on Interest Payment Dates and at such place or places, upon such terms as shall be provided for in the Supplemental Indenture creating that series. The Supplemental Indenture creating any series of Notes may contain a provision limiting the aggregate Principal Amount of the Notes of that series or the aggregate Principal Amount of Notes which may thereafter be issued. All Notes of the same series shall be substantially identical in tenor and effect, except as to denomination, the differences specified herein or in a Supplemental Indenture between interest rates, Stated Maturities and redemption and principal distribution provisions. SECTION 2.04. FORM AND DENOMINATIONS. The Notes of each series and the Trustee's or Authenticating Agent's certificate of authentication shall be in substantially the forms set forth in the Supplemental Indenture providing for the issuance thereof, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or such Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their signing of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Notes of each series shall be distinguished from the Notes of other series and Term Notes shall be distinguished from Serial Notes in such manner as the Issuer may determine. The Notes of any series may be issuable only as fully registered Notes. The Notes of each series shall be issuable in such denominations as shall be provided in the provisions of the Supplemental Indenture creating such series. SECTION 2.05. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be executed on behalf of the Issuer by the Delaware Trustee, which signature may be facsimiles. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or an Authenticating Agent for authentication; and, upon Issuer Order, the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in the Supplemental Indenture authorizing the issuance thereof executed by the Trustee or the Authenticating Agent by manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. SECTION 2.06. TEMPORARY NOTES. Pending the preparation of definitive Notes, the Issuer may execute and, upon Issuer Order, the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued, in fully registered form, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuer executing such Notes may determine, as evidenced by their signing of such Notes. If temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the Principal Office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of definitive Notes of the same series and Stated Maturity of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes. SECTION 2.07. REGISTRATION, TRANSFER AND EXCHANGE. The Issuer shall cause to be kept at the Principal Office of the Note Registrar a Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes as herein provided. The Issuer may, in a Supplemental Indenture, appoint an Authenticating Agent for the purpose of receiving, authenticating and delivering Notes in connection with transfers, exchanges and registrations as herein provided. Unless an Authenticating Agent is designated to serve in such capacity pursuant to a Supplemental Indenture or is otherwise directed, and agrees, to so serve in accordance with an Issuer Order, the Trustee shall be Note Registrar for the purpose of registering Notes and transfer of Notes as herein provided. At reasonable times and under reasonable regulations established by the Note Registrar, the Note Register may be inspected and copied by the Issuer or by the Holders (or a designated representative thereof) of 10% or more in Principal Amount of Notes then Outstanding. The Trustee and any Authenticating Agent shall adhere, with respect to transfer of Notes, to the standards for efficiency in transfer agent performance established in Securities and Exchange Commission Rules 17Ad-2 through 17Ad-7 under the Exchange Act, most particularly Rule 17Ad-2, which requires that registered transfer agents process at least 90% of routine items (such as certificates presented for transfer) received during any month within three business days of their receipt. Upon surrender for transfer or exchange of any Note at the Principal Office of the Note Registrar or at the Principal Office of any Authenticating Agent, or on a Tender Date with respect to Notes which are required to be tendered for purchase, whether or not surrendered on such date, the Issuer shall execute, and the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver, in the name of the designated transferee or transferees, including transferees designated by a Tender Agent with respect to Notes required to be tendered for purchase, or in exchange for the Note surrendered, one or more new fully registered Notes of any authorized denomination or denominations, of like aggregate Principal Amount, of the same series, having the same Stated Maturity and interest rate and bearing numbers not previously assigned. All Notes executed, delivered and authenticated pursuant to the preceding paragraph shall be registered in the name of the Holder presenting the Note for exchange or the designated transferee, as the case may be, on the Note Register on the date of such transfer or exchange. All Notes surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee upon receipt thereof from the Note Registrar or the Authenticating Agent, as the case may be, and thereafter disposed of as directed by Issuer Order. All Notes issued upon any transfer or exchange of Notes, including Notes issued in lieu of Notes required to be tendered for purchase on a Tender Date, whether or not surrendered, shall be the valid obligations of the Issuer evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Notes surrendered upon such transfer or exchange or in lieu of which such Notes were issued. Every Note presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Authenticating Agent, as the case may be, duly executed, by the Holder thereof or his, her or its attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar or the Authenticating Agent, as the case may be, which requirements include membership or participation in a "signature guarantee program" determined by the Note Registrar or the Authenticating Agent, as the case may be, in accordance with the Exchange Act, and such other documents as the Trustee may require. The Issuer may require payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, other than exchanges upon a partial redemption of, or distribution of principal with respect to, a Note not involving any transfer. All other expenses incurred by the Issuer, the Trustee, the Note Registrar or the Authenticating Agent in connection with any transfer or exchange of Notes shall be paid by the Issuer. Except in connection with a Tender Date, the Issuer shall not be required to transfer any Note (a) during a period beginning at the opening of business 15 days before any selection of Notes of the same series for redemption and ending at the close of business on the day of such selection, (b) selected for redemption in whole or in part, (c) after receipt by the Tender Agent of a properly completed demand for purchase of such Note in accordance with the Supplemental Indenture pursuant to which it was issued and through the corresponding Tender Date, or (d) on or after the date notice of a Tender Date is given and through such Tender Date. In the event that a Note is transferred in connection with a Tender Date either during the period referred to in clause (a) or after being selected for redemption in whole or in part, the Note Registrar or the Authenticating Agent, as appropriate, shall give written notice to any transferee thereof that such Note may be, or has been, selected for redemption, as the case may be. The Book-Entry Notes (a) shall be delivered by the Issuer to the Depository or, pursuant to the Depository's instructions, shall be delivered by the Issuer on behalf of the Depository to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. and (b) shall bear a legend substantially to the following effect: "Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Note Registrar or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." The Book-Entry Notes may be deposited with such other Depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor Depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. The Issuer and the Trustee are hereby authorized to execute and deliver a Letter of Representations with the Depository relating to the Notes of each series. With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of the Depository, the Issuer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes; (b) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note; (c) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes; or (d) the making of book-entry transfers among Participants of the Depository with respect to Notes registered in the Note Register in the name of the nominee of the Depository. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a Note evidencing such Note. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered Owners in the Note Register, the name "Cede & Co." in this Indenture shall refer to such new nominee of the Depository. In the event that (a) the Depository or the Issuer advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Book-Entry Notes and the Issuer is unable to locate a qualified successor; or (b) the Issuer at its sole option elects to terminate the book-entry system through the Depository, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Issuer may determine that the Book-Entry Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Note Registrar of the Book-Entry Notes by the Depository, accompanied by the registration instructions from the Depository for registration, the Trustee shall at the Issuer's expense authenticate Individual Notes. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Individual Notes, the Trustee, the Note Registrar, the Issuer, any Paying Agent and the Sponsor shall recognize the Holders of the Individual Notes as Noteholders hereunder. Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Notes are registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal and interest on such Book-Entry Notes and all notices with respect to such Book-Entry Notes shall be made and given, respectively, in the manner provided in the applicable Letter of Representations. Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Note Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute in the name of the designated transferee or transferees, a new Note of the same Principal Amount and dated the date of authentication by the Trustee. The Note Registrar, if not the Trustee, shall notify the Trustee of any such transfer. By acceptance of an Individual Note, whether upon original issuance or subsequent transfer, each holder of such a Note acknowledges the restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such a Note only as provided herein. No transfer of any Note shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any such transfer, unless such transfer is made in reliance upon Rule 144A under the Securities Act, (a) the Trustee may require a written opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of Counsel shall not be an expense of the Trustee, the Issuer or the Trust Estate; and (b) the Trustee shall require the transferee to execute a transferee letter certifying to the Issuer and the Trustee the facts surrounding such transfer, which transferee letter shall not be an expense of the Trustee, the Issuer or the Trust Estate. The holder of a Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Issuer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. None of the Issuer, the Trustee or the Sponsor intends or is obligated to register or qualify any Note under the Securities Act or any state securities laws. Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. SECTION 2.08. MUTILATED, DESTROYED, LOST AND STOLEN NOTES. If a mutilated Note is surrendered to the Trustee or the Note Registrar, the Issuer shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and Principal Amount, Stated Maturity and interest rate, bearing a number not contemporaneously outstanding. If the Issuer, the Note Registrar, any Authenticating Agent and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Issuer, the Note Registrar, any Authenticating Agent and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar, any Authenticating Agent or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of such destroyed, lost or stolen Note, a new Note of the same series and of like tenor, Principal Amount, Stated Maturity and interest rate. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. Every new Note issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of such series duly issued and authenticated hereunder. Neither the Issuer, the Trustee, the Note Registrar nor any Authenticating Agent shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the Principal Amount of Notes which may be issued hereunder or for the purpose of determining any percentage of Notes Outstanding hereunder, but both the original and duplicate Note shall be treated as one and the same. Upon the issuance of any new Note under this Section 2.08, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Note Registrar, any Authenticating Agent and the Trustee) connected therewith. The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.09. INTEREST RIGHTS PRESERVED; DATING OF NOTES. Each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. Each Note shall bear an original issue date as provided in the Supplemental Indenture authorizing the issuance of the series of Notes of which such Note is a part and, upon the original delivery of a series of Notes or an exchange or transfer of Notes pursuant to Section 2.07 hereof, the Trustee or the Authenticating Agent, as the case may be, shall date each Note to be delivered as of the date of authentication thereof, except as may be otherwise provided in a Supplemental Indenture with respect to Notes of the series authorized to be issued thereby. SECTION 2.10. PERSONS DEEMED HOLDERS. The Issuer, the Trustee, each Authenticating Agent, each Paying Agent, each Note Registrar, each Tender Agent and any other agent of the Issuer may treat the Person in whose name any Registered Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to such Note and (except as may be provided in a Supplemental Indenture with respect to Beneficial Ownership Interests) for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar, any Tender Agent nor any other agent of the Issuer shall be affected by notice to the contrary. SECTION 2.11. CANCELLATION. All Notes surrendered for payment, redemption, transfer or exchange, if surrendered to the Trustee, shall be promptly canceled by it, and, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder, which Notes so delivered shall be promptly canceled by the Trustee. All canceled Notes held by the Trustee shall be disposed of as directed by an Issuer Order. SECTION 2.12. CREDIT ENHANCEMENT FACILITIES AND SWAP AGREEMENTS. The Issuer may from time to time, pursuant to a Supplemental Indenture, enter into or obtain the benefit of any Credit Enhancement Facility with respect to any Notes of any series or any Swap Agreement; provided that (a) the Rating Agency Condition is satisfied with respect to any such Credit Enhancement Facility or Swap Agreement and (b) any such Credit Enhancement Facility or Swap Agreement satisfies any conditions specified in a prior Supplemental Indenture. Such Swap Agreement and any Supplemental Indenture in connection therewith shall clearly designate which payment provisions of the Swap Agreement are "amounts due in the ordinary course" and which payments are "termination, indemnity or other similar or extraordinary payments" as such terms are used herein, and the Trustee shall be entitled to rely on such designations. Notwithstanding anything in this Indenture to the contrary, (a) any Supplemental Indenture authorizing the execution by the Issuer of a Swap Agreement or Credit Enhancement Facility may include provisions with respect to the application and use of all amounts to be paid thereunder; (b) no amounts paid under any such Credit Enhancement Facility shall be part of the Trust Estate except to the extent, if any, specifically provided in such Supplemental Indenture and no Beneficiaries shall have any rights with respect to any such amounts so paid except as may be specifically provided in such Supplemental Indenture; (c) Notes of one or more series or any portions thereof may be secured by a pledge of any or all amounts payable pursuant to such Credit Enhancement Facility, in the manner and to the extent provided in such Supplemental Indenture, and such Notes may be either Senior Notes or Subordinate Notes for purposes hereof; and (d) except as otherwise provided in the Supplemental Indenture pursuant to which such Credit Enhancement Facility is obtained or such Swap Agreement is entered into, the Issuer's obligations under any such Credit Enhancement Facility or Swap Agreement shall be limited obligations, payable solely from the revenues and assets of the Issuer pledged therefor under this Indenture. ARTICLE III PREPAYMENT OF NOTES SECTION 3.01. RIGHT OF PREPAYMENT. The Notes of any series shall be subject to redemption or principal distribution as provided in this Article III and in the Supplemental Indenture creating such series. As used in this Article III and elsewhere in this Indenture, references to "prepay" shall mean to make payments of principal prior to Stated Maturity, and shall be deemed to include references to "redeem" or "make distributions of principal with respect to," as appropriate. Notes which may be prepaid before their Stated Maturity shall be prepaid in accordance with their terms, this Indenture and (except as otherwise provided with respect to the Notes of any particular series by the provisions of the Supplemental Indenture creating such series) in accordance with this Article III. SECTION 3.02. ELECTION TO PREPAY OR PURCHASE; NOTICE TO TRUSTEE; SENIOR ASSET REQUIREMENT AND SUBORDINATE ASSET REQUIREMENT. The election of the Issuer to prepay any Notes or cause any Notes then subject to prepayment to be purchased by the Trustee (other than on a Tender Date) shall be evidenced by an Issuer Order, received by the Trustee no later than ten Business Days prior to the date on which notice of prepayment must be given in order to effect a prepayment on the Prepayment Date established with respect to a series of Notes in the Supplemental Indenture authorizing the issuance of the Notes of such series, stating the Prepayment Date, the Principal Amount, the series of Notes, and, if applicable, the Stated Maturity within a series, to be prepaid. Notwithstanding any provision hereof to the contrary but apart from the prepayment of Subordinate Notes which are no longer Outstanding by reason of Section 9.01 hereof or the prepayment of Subordinate Notes on a Sinking Fund Payment Date, no prepayment or purchase (other than on a Tender Date) of Subordinate Notes by the Trustee shall be effected hereunder unless prior to the Trustee giving notice of redemption, transferring moneys to the Retirement Account to make a principal distribution or soliciting a purchase, as the case may be, the Issuer furnishes the Trustee an Issuer Certificate to the effect that, as of the date Subordinate Notes are to be selected for prepayment or purchase or such determination to prepay is made, and after giving effect to such prepayment or purchase, the Senior Asset Requirement will be met. Such Subordinate Notes may be prepaid on the Prepayment Date or purchased on the purchase date therefor if the foregoing conditions are met on the date such Notes are selected for redemption or purchase or as of the date on which moneys are transferred to the Retirement Account to make any distribution of principal with respect to such Notes, whether or not such conditions are met on the Prepayment Date or the date of purchase. Any election to prepay Notes of a series may also be conditioned upon such additional requirements as may be set forth in the Supplemental Indenture authorizing the issuance of such Notes. Notwithstanding any provision hereof to the contrary but apart from the prepayment of Junior Subordinate Notes which are no longer Outstanding by reason of Section 9.01 hereof or the prepayment of Junior Subordinate Notes on a Sinking Fund Payment Date, no prepayment or purchase (other than on a Tender Date) of Junior Subordinate Notes by the Trustee shall be effected hereunder unless prior to the Trustee giving notice of redemption, transferring moneys to the Retirement Account to make a principal distribution or soliciting a purchase, as the case may be, the Issuer furnishes the Trustee an Issuer Certificate to the effect that, as of the date Junior Subordinate Notes are to be selected for prepayment or purchase or such determination to prepay is made, and after giving effect to such prepayment or purchase, both the Senior Asset Requirement and the Subordinate Asset Requirement will be met. Such Junior Subordinate Notes may be prepaid on the Prepayment Date or purchased on the purchase date therefor if the foregoing conditions are met on the date such Notes are selected for redemption or purchase or as of the date on which moneys are transferred to the Retirement Account to make any distribution of principal with respect to such Notes, whether or not such conditions are met on the Prepayment Date or the date of purchase. Any election to prepay Notes of a series may also be conditioned upon such additional requirements as may be set forth in the Supplemental Indenture authorizing the issuance of such Notes. SECTION 3.03. SELECTION BY TRUSTEE OF NOTES TO BE PREPAID. Subject to Section 3.02 hereof, Balances deposited to the credit of the Retirement Account to provide for the payment of the Prepayment Price of Notes subject to mandatory redemption, or required distributions of principal with respect to Notes, shall be applied to the payment of Notes of all series subject to such prepayment (or to the reimbursement of any Credit Facility Provider for such payment) in such order of priority as may be established by the Supplemental Indentures pursuant to which such Notes have been issued or, in the absence of direction from such Supplemental Indentures, in the order of the Stated Maturities of such Notes, and among Notes with the same Stated Maturity, in the order in which such Notes were issued. If less than all Notes of a series are to be prepaid, the Trustee at the written direction of the Issuer shall select the particular Notes to be prepaid as provided in the Supplemental Indenture providing for the issuance of such Notes. The Trustee may provide for the selection for prepayment of portions of the principal of Notes in the denomination larger than the smallest authorized denomination of the Notes of that series or multiple thereof. The Trustee shall promptly notify the Issuer and any Paying Agent in writing of the Notes selected for prepayment and, in the case of any Note selected for partial prepayment, the Principal Amount thereof to be prepaid. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the prepayment of Notes shall relate, in the case of any Note prepaid or to be prepaid only in part, to the portion of the principal of such Note which has been or is to be prepaid. SECTION 3.04. NOTICE OF PREPAYMENT. Notice of prepayment with respect to any series of Notes shall be given by first-class mail, postage prepaid, mailed by the date specified in the Supplemental Indenture creating such series to each Holder of Notes to be prepaid at the address of such Holder appearing in the Note Register; but neither failure to give such notice nor any defect in any notice so given shall affect the validity of the proceedings for prepayment of any Note not affected by such failure or defect. All notices of prepayment shall state: (a) the Prepayment Date; (b) the Prepayment Price; (c) the name (including series designation), Stated Maturity and CUSIP numbers of the Notes to be prepaid, the Principal Amount of Notes of each series to be prepaid, and, if less than all outstanding Notes of a series are to be prepaid, the identification (and, in the case of partial prepayment, the respective Principal Amounts) of the Notes of each series to be prepaid; (d) that, on the Prepayment Date, the Prepayment Price of and accrued interest on each such Note will become due and payable and that interest on each such Note shall cease to accrue on and after such date; (e) the place or places where such Notes are to be surrendered for payment of the Prepayment Price thereof and accrued interest thereon; and (f) if it be the case, that such Notes are to be prepaid by the application of certain specified trust moneys and for certain specified reasons. Within 60 days after any Prepayment Date, a second notice of prepayment shall be given, in the manner described above, to the Holder of any Note that was not presented for prepayment within 30 days after the Prepayment Date. SECTION 3.05. NOTES PAYABLE ON PREPAYMENT DATE AND SINKING FUND PAYMENT DATE. Notice of prepayment having been given as aforesaid, the Notes so to be prepaid shall, on the Prepayment Date, become due and payable at the Prepayment Price specified plus accrued interest thereon to the Prepayment Date and on and after such date (unless the Issuer shall default in the payment of the Prepayment Price and accrued interest) such Notes (or portions thereof) shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid at the Prepayment Price thereof plus (unless the Prepayment Date is a regularly scheduled Interest Payment Date) accrued interest to the Prepayment Date. Installments of interest whose Stated Maturity is on or prior to the Prepayment Date shall continue to be payable to the applicable Noteholder. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the Prepayment Price and, to the extent lawful, interest thereon shall, until paid, bear interest from the Prepayment Date at the rate borne by the Note. SECTION 3.06. NOTES PREPAID IN PART. Any Note which is to be redeemed only in part shall (except as otherwise provided in the Supplemental Indenture pursuant to which the Notes of such series were issued) be surrendered to the Paying Agent (with, if the Paying Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Paying Agent duly executed by, the Holder thereof or his, her or its attorney duly authorized in writing) and the appropriate officers of the Issuer shall execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes of the same series, of any authorized denomination or denominations, having the same Stated Maturity and interest rate as requested by such Holder, in aggregate Principal Amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered. Any Note with respect to which a partial distribution of principal is made shall remain Outstanding in the then current Principal Amount. The Trustee shall retain a record of the Principal Amount of each Note any portion of the principal of which has been distributed, and shall give the Note Registrar (if other than the Trustee) prompt written notice of the current Principal Amount of each such Note as of the end of each calendar month. SECTION 3.07. PURCHASE OF NOTES. The Issuer may at any time, but subject to Section 3.02 hereof, authorize and direct the Trustee to purchase Notes in the open market out of any funds available for such purpose, such purchases to be made at a price not in excess of the amount specified in this Indenture or, if no amount is specified, the Principal Amount thereof plus accrued interest and any applicable prepayment premium. In addition, the Issuer may, from time to time, direct the Trustee to request the submission of tenders following published notice requesting such submission prior to making the purchases authorized pursuant to this Section 3.07. The Issuer may specify the maximum and minimum period of time which shall transpire between the date upon which such notice is to be given and the date upon which such tenders are to be accepted or may authorize the Trustee to determine the same in its discretion. No tenders shall be considered or accepted at any price exceeding the maximum price specified by the Issuer for the purchase of Notes. The Trustee shall accept bids with the lowest price and, in the event the moneys available for purchase pursuant to such tenders are not sufficient to permit acceptance of all tenders and if there shall be tenders at an equal price above the amounts of moneys available for purchase, then the Trustee shall, determine in its discretion, the Notes tendered which shall be purchased. Prior to such acceptance and purchase the Issuer shall approve the Trustee's determination above. All Notes purchased by the Trustee pursuant to this Section 3.07 shall be canceled and not reissued. ARTICLE IV CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM SECTION 4.01. CREATION OF FUNDS AND ACCOUNTS. There are hereby created and established the following Funds and Accounts to be held by the Trustee and maintained in accordance with the provisions of this Indenture: (a) an Acquisition Fund; (b) an Administration Fund; (c) a Reserve Fund; (d) a Collection Fund; (e) a Debt Service Fund, within which there shall be an Interest Account, a Principal Account and a Retirement Account; and (f) a Surplus Fund. The Supplemental Indenture for any series of Notes may provide for the creation of additional Funds, separate Accounts within any Fund or separate subaccounts within any Account, into which moneys representing proceeds of such series, moneys set aside for the payment of such series, or moneys otherwise allocable to such series shall be deposited or credited. Notwithstanding the creation of such Accounts or subaccounts, moneys therein shall (except as provided in this Section 4.01 with respect to amounts paid pursuant to a Credit Enhancement Facility and amounts set aside in an Escrow Account as hereinafter defined) be available for any purpose for which other moneys in the Fund of which such Account is a part or the Account of which such subaccount is a part, as the case may be, are authorized to be applied or used. Any Supplemental Indenture providing for the issuance of any series of Notes, the payment of which is to be provided pursuant to or secured by a Credit Enhancement Facility, shall also provide for the creation of separate subaccounts within the Interest Account, the Principal Account and the Retirement Account. Any payment received pursuant to such Credit Enhancement Facility shall be deposited into such subaccounts, and moneys deposited therein shall be used only for the payment of Debt Service on Notes of such series, or for such other purposes as may be permitted by such Supplemental Indenture, upon the conditions set forth in such Supplemental Indenture. Any Supplemental Indenture providing for the issuance of any series of Notes which (or the Beneficial Ownership Interests in which) must, upon the occurrence of certain circumstances, or may, at the option of the Holder or Beneficial Owner, be tendered for purchase by or on behalf of the Issuer shall also provide for the creation of a separate Fund for such purpose. Any payment received from any source provided for in accordance with the provisions in the Supplemental Indenture (including proceeds of remarketing of such Notes or Beneficial Ownership Interests, amounts provided pursuant to a Credit Enhancement Facility which provides liquidity for the payment of such purchase price, or amounts received from other sources) shall be deposited into such Fund, and moneys deposited therein shall be used only for the payment of the purchase price of Notes of such series (or the Beneficial Ownership Interests therein) on a Tender Date, or for such other purposes as may be permitted by such Supplemental Indenture (including reimbursement of the Credit Facility Provider for the payment of such purchase price). In addition, a Supplemental Indenture may provide for the creation of one or more Escrow Accounts (each, an "Escrow Account") within the Debt Service Fund, upon the defeasance of Notes pursuant to Section 9.01. Moneys deposited in any Escrow Account shall be used only for the payment of the Notes with respect to which the Escrow Account was established. No interest shall be paid by the Trustee on moneys on deposit in the Funds and Accounts established pursuant to this Indenture. Moneys on deposit in such Funds and Accounts shall be invested in accordance with Section 4.10 hereof. SECTION 4.02. ACQUISITION FUND. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (a) any funds to be transferred thereto from the Collection Fund as provided in Section 4.05 hereof, or from the Surplus Fund as provided in Section 4.07 hereof; and (b) any other amounts specified in a Supplemental Indenture to be deposited therein. Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans including the payment of any related Premium and origination and guarantee fees, if any, and any related Add-On Loan; (b) the redemption or purchase of, or distribution of principal with respect to, Notes as provided in a Supplemental Indenture providing for the issuance of such Notes; (c) the payment of Debt Service on the Notes and Other Obligations when due (upon transfer to the Debt Service Fund as set forth below in this Section 4.02); (d) following the Acquisition Period, the deposit of amounts into the Surplus Fund; (e) the deposit of amounts into the Administration Fund to pay Administration Fees, Servicing Fees and Note Fees; or (f) such other purposes related to the Issuer's loan programs as may be provided in the Supplemental Indenture authorizing a series of Notes. The Trustee shall make payments from the Acquisition Fund to Lenders for the acquisition of Eligible Loans, including all related Premiums and origination and guarantee fees, if any, in connection therewith, and any related Add-On Loan, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate and all documents and certificates required thereby. Notwithstanding the foregoing, the Issuer shall not pay any Premium except as permitted by a Supplemental Indenture. If, on any Monthly Calculation Date, the Balance in the Acquisition Fund available for such purpose is less than the amount set forth in an Issuer Certificate as the amount expected to be needed to pay such origination fees, guarantee fees, related premiums and other fees due in the next month, the Trustee shall transfer upon written direction of the Issuer to the Acquisition Fund an amount equal to such deficiency from the following Funds in the following order of priority: the Collection Fund and the Surplus Fund. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Financed Student Loans) shall be transferred to the credit of the Debt Service Fund on the Monthly Calculation Date of each calendar month to the extent required to provide for the payment of the Debt Service on the Notes and any Other Obligations, all as provided in Section 4.06 hereof. In connection with the transfer contemplated in the preceding sentence, to the extent that the Trustee does not receive timely transfer instructions from the Issuer, the Trustee shall use its reasonable best efforts to effectuate such transfer without further authorization or direction. If any amounts have been transferred to the Debt Service Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Collection Fund as provided in Section 4.05 hereof. On the first Monthly Calculation Date following the end of the Acquisition Period relating to a series of Notes, the Trustee shall transfer from the Acquisition Fund to the Retirement Account of the Debt Service Fund, for the redemption of, or distribution of principal with respect to, Notes, an amount equal to the Remaining Acquisition Amount. The Principal Balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans shall be credited to the Collection Fund as provided in Section 4.05 hereof. Except as otherwise set forth in a Supplemental Indenture and except for assignment of Financed Eligible Loans to a Guarantee Agency for claims payment, the Issuer may direct the Trustee to sell one or more Student Loans Financed with moneys in the Acquisition Fund only upon compliance with the following: (a) in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued borrower interest as such Financed Student Loans) which (i) evidence the additional obligations of borrowers whose Student Loans have been previously Financed hereunder; or (ii) are to be substituted for Financed Student Loans which are not Eligible Loans (except that no sale shall be made pursuant to clause (a) to the Sponsor or an affiliate of the Sponsor except to remedy a breach of representation in the Loan Purchase Agreement); or (b) to an affiliate of the Issuer (but not to College Loan Corporation or any other party that has sold such Financed Student Loans to the Issuer) at a price equal to or greater than the Principal Balance of such Student Loan as of the sale date, plus any Unamortized Premium and borrower accrued interest; provided that prior to any such sale and exchange pursuant to (a) the Trustee shall have received an Eligible Loan Acquisition Certificate and all documents and certifications required thereby with respect to all Eligible Loans to be so transferred pursuant to this Indenture in exchange, together with (i) in the case of Eligible Loans referred to in the preceding clause (a)(i), an Issuer Certificate certifying that such sale and exchange will not materially adversely affect the Issuer's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Servicing Fees, Administration Fees or Note Fees; and (ii) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Issuer in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired by the Issuer (or by the Eligible Lender Trustee on behalf of the Issuer), to the extent such right, title, interest and privilege relate to such Eligible Loan; and provided further that in the case of the sale of any such Financed Student Loans pursuant to (b) above and prior to such sale, the Issuer shall also (A) certify to the Trustee that the proceeds of such sale will be deposited in the Collection Fund and will be used to redeem Notes within the next 60 days pursuant to Section 4.05(m) and (B) provide the Trustee with a bring-down of the "true sale" opinion rendered in connection with the original issuance of the Notes under this Indenture. Within 60 days following the acquisition of any Eligible Loans pursuant to (a) above, the Issuer shall have a Servicer or other independent agent of the Issuer verify that a sampling of such Eligible Loans acquired with the proceeds of such loan sale comply with the Act and the Issuer shall receive a bring down of the "true sale" opinion rendered in connection with the original issuance of any Notes under the Indenture. Any money received by the Issuer in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Collection Fund in accordance with the preceding paragraph (except, in the case of sales pursuant to (b) above in which case all such sale proceeds shall be used to redeem Notes). Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. In order to facilitate the acquisition of Eligible Loans being originated by College Loan Corporation, the Issuer may instruct the Trustee to establish an Account or Accounts within the Acquisition Fund pursuant to the terms and provisions of an Acquisition Account Agreement which permits the purchase price for one or more Eligible Loans to be withdrawn from such Account by College Loan Corporation, or its agent, upon receipt by the Originating Agent (as defined in the Acquisition Account Agreement), as custodian for the Trustee, of the documentation evidencing the Eligible Loans to be purchased. Moneys in the Acquisition Fund may be transferred upon written direction of the Issuer to an Account established pursuant to an Acquisition Account Agreement upon receipt by the Trustee of an Acquisition Account Deposit Certificate. Once deposited to an Account established pursuant to the terms and provisions of an Acquisition Account Agreement, moneys within such Account may be disbursed by the Trustee for the acquisition of one or more Eligible Loans upon receipt by the Trustee of a Originated Loan Certificate and all documents and certificates required thereby. Pending application of moneys in the Acquisition Fund, such moneys shall be invested in Investment Securities, as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.05 hereof. SECTION 4.03. ADMINISTRATION FUND. With respect to each series of Notes, the Trustee shall, upon delivery thereof and from the proceeds thereof, credit to the Administration Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also credit to the Administration Fund all amounts transferred thereto from the Collection Fund as provided in Section 4.05 hereof and the Surplus Fund as provided in Section 4.07 hereof. Amounts in the Administration Fund shall be used for the payment of Costs of Issuance, Servicing Fees, Administration Fees and Note Fees as provided in this Section 4.03 On each Monthly Calculation Date, the Trustee shall transfer and credit to the Administration Fund moneys available hereunder for transfer thereto in such amounts and at such times as an Authorized Officer of the Issuer shall direct by Issuer Order, for the payment of Servicing Fees, Administration Fees and Note Fees due during the next month. Deposits to the credit of the Administration Fund shall be made from the following sources in the following order of priority: the Collection Fund to the extent and in the manner provided in Section 4.05 hereof; and the Surplus Fund to the extent and in the manner provided in Section 4.07 hereof. Amounts in the Administration Fund may, subject to any limitations specified in a Supplemental Indenture, be paid out for Servicing Fees, Administration Fees or Note Fees at any time upon receipt of an Issuer Order and shall be paid in the full amount designated therein. Amounts in the Administration Fund may, as provided in a Supplemental Indenture pursuant to which Notes are issued, be paid out for Costs of Issuance related to such Notes upon receipt of an Issuer Order and shall be paid in the full amount designated therein. Upon receipt by the Trustee of Issuer Orders directing the payment of Note Fees or Costs of Issuance to designated payees in designated amounts for stated services or, in the case of reimbursement of the Issuer for its payment of such Note Fees or Costs of Issuance or the payment of Servicing Fees or Administration Fees (to the extent permitted in this Section), to the Issuer, and in each case certifying that such payment is authorized by this Indenture, be used for and applied only to pay Servicing Fees, Administration Fees, Note Fees and Costs of Issuance or to reimburse another fund, account or other source of the Issuer for the previous payment of Administration Fees, Servicing Fees, Note Fees or Costs of Issuance. Payments from the Administration Fund for such purposes shall be made by check or wire transfer by the Trustee in accordance with such Issuer Orders. Amounts in the Administration Fund in excess of amounts needed to pay Servicing Fees, Administration Fees or Note Fees may, upon Issuer Order, be transferred to the Collection Fund. Pending application of moneys in the Administration Fund, the moneys therein shall be invested in Investment Securities, as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.05 hereof. SECTION 4.04. RESERVE FUND. Immediately upon the delivery of any series of Notes, and from the proceeds thereof or, at the option of the Issuer, from any amounts to be transferred thereto from the Surplus Fund pursuant to Section 4.07 hereof or from any other available moneys of the Issuer not otherwise credited to or payable into any Fund or Account under this Indenture or otherwise subject to the pledge and security interest created by this Indenture, the Trustee shall credit to the Reserve Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of that series of Notes, such that upon issuance of such Notes, the Balance in the Reserve Fund shall not be less than the Reserve Fund Requirement. If on any Monthly Calculation Date the Balance in the Reserve Fund shall be less than the Reserve Fund Requirement, the Trustee shall transfer and credit thereto an amount equal to the deficiency from the following Funds and Accounts in the following order of priority (to the extent not required for credit to the Administration Fund, the Debt Service Fund or the Acquisition Fund): the Collection Fund and the Surplus Fund. The Balance in the Reserve Fund shall be used and applied solely for the payment when due of Debt Service on the Notes and the Other Obligations and the other purposes specified in Section 4.06 hereof. Amounts in the Reserve Fund shall be transferred by the Trustee to the credit of the Debt Service Fund at any time and to the extent that the Balance therein and the Balances available for deposit to the credit thereof from the Collection Fund and the Surplus Fund are insufficient to meet the requirements specified in Section 4.06 hereof for deposit to the credit of the Debt Service Fund at such time; (provided, however, that such amounts shall be applied in the following order: (a) to the payment of interest on the Senior Notes and the payment of Other Senior Obligations payable from the Interest Account, (b) to the payment of principal and the purchase price of the Senior Notes and the payment of Other Senior Obligations payable from the Principal Account, (c) to the payment of interest on the Subordinate Notes and the payment of Other Subordinate Obligations payable from the Interest Account and (d) to the payment of principal and the purchase price of the Subordinate Notes and the payment of Other Subordinate Obligations payable from the Principal Account. On the Stated Maturity or any Prepayment Date of any Notes, amounts in the Reserve Fund shall, upon Issuer Order, be applied to the payment at Maturity or prepayment of all Outstanding Notes of a series, to the extent that such application will not reduce the Balance of the Reserve Fund below the Reserve Fund Requirement (calculated as though the Notes to be retired on such Stated Maturity or Prepayment Date were not Outstanding as of the date of such calculation), and, after giving effect to such payment or prepayment, the conditions of Section 3.02 will be met. In addition, at any time when the aggregate of the Balances in the Debt Service Fund, the Reserve Fund and the Surplus Fund (exclusive of Financed Student Loans) equals an amount sufficient to discharge and satisfy the obligations of the Issuer with respect to all of the Outstanding Notes and Other Obligations, all in the manner described in Section 9.01 hereof, said Balances shall, upon Issuer Order, be so applied. Notwithstanding the foregoing, if on any Monthly Calculation Date the Balance in the Reserve Fund exceeds the Reserve Fund Requirement, such excess shall, upon Issuer Order, be transferred to the Collection Fund. Pending application of moneys in the Reserve Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.05 hereof. SECTION 4.05. COLLECTION FUND. The Trustee shall credit to the Collection Fund: (a) all amounts received as interest, including federal interest subsidy payments, late fees and principal payments with respect to Financed Student Loans, including all Guarantee payments, and all Special Allowance Payments with respect to Financed Student Loans (excluding, unless otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed as directed by the Issuer in writing or as set forth in a report of a Servicer provided to the Trustee); (b) unless otherwise provided in a Supplemental Indenture, proceeds of any sale of any Financed Student Loans as permitted by Section 4.02; (c) amounts transferred thereto from the Acquisition Fund as provided in Section 4.02, from the Administration Fund as provided in Section 4.03, and from the Reserve Fund as provided in Section 4.04; (d) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Administration Fund, the Reserve Fund, the Collection Fund, the Debt Service Fund and the Surplus Fund; and (e) all Counterparty Swap Payments. The Issuer shall cause all amounts required to be credited to the Collection Fund, upon receipt by the Issuer or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee for such credit. On each Monthly Calculation Date, the Trustee shall transfer the moneys received during the preceding month in the Collection Fund, as follows and in the order set forth below (upon receipt of an Issuer Order not inconsistent herewith): (a) to make any payments required under a Joint Sharing Agreement; (b) to make any payments due and payable by the Issuer to the U.S. Department of Education related to the Financed Student Loans or any other payment due and payable to a Guarantee Agency relating to its Guarantee of Financed Student Loans; (c) to the credit of the Administration Fund to the extent and in the manner provided in Section 4.03 hereof; (d) to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) hereof to provide for the payment of interest on Senior Notes or Other Senior Obligations (except, with respect to Senior Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition) payable therefrom; (e) to the credit of the Principal Account to the extent and in the manner provided in Section 4.06(b) hereof to provide for the payment of principal of Senior Notes at their Stated Maturity or on a Sinking Fund Payment Date, or the reimbursement of Senior Credit Facility Providers for the payment of principal of the Notes; (f) to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) hereof to provide for the payment of interest on Subordinate Notes or Other Subordinate Obligations (except, with respect to Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition) payable therefrom; (g) to the credit of the Principal Account to the extent and in the manner provided in Section 4.06(b) hereof to provide for the payment of principal of Subordinate Notes at their Stated Maturity or on a Sinking Fund Payment Date, or the reimbursement of Subordinate Credit Facility Providers for the payment of principal of the Notes; (h) to the credit of the Reserve Fund to the extent and in the manner provided in Section 4.04 hereof; (i) to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) hereof to provide for the payment of interest on Junior Subordinate Notes or Other Junior Subordinate Obligations (except, with respect to Junior Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition) payable therefrom; (j) to the credit of the Principal Account to the extent and in the manner provided in Section 4.06(b) hereof to provide for the payment of principal of Junior Subordinate Notes at their Stated Maturity or on a Sinking Fund Payment Date or the reimbursement of Junior Subordinate Credit Facility Providers for the payment of principal of the Notes; (k) to make such other payments or distributions as may be set forth in a Supplemental Indenture upon satisfaction of a Rating Agency Condition; (l) during the Revolving Period and at the option of the Issuer, to the credit of the Acquisition Fund to acquire Eligible Loans and, within 180 days after the Revolving Period, at the option of the Issuer, to the credit of the Acquisition Fund, an amount equal to any Add-On Loans required to be funded under the Higher Education Act; (m) to the credit of the Retirement Account, but only at the direction of the Issuer, to the extent and in the manner provided in Section 4.06(c) hereof for the redemption of, or distribution of principal with respect to, Notes (or the reimbursement of Credit Facility Providers for the payment of the Prepayment Price of the Notes); (n) to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) for the payment of Carry-Over Amounts (and interest thereon) with respect to the Senior Notes; (o) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts), to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) for the payment of Carry-Over Amounts (and interest thereon) with respect to the Subordinate Notes; (p) (but only if the Senior Asset Percentage and the Subordinate Asset Percentage would be at least 100% upon the application of such amounts), to the credit of the Interest Account to the extent and in the manner provided in Section 4.06(a) for the payment of Carry-Over Amounts (and interest thereon) with respect to the Junior Subordinate Notes; (q) to the credit of the Interest Account for the payment of termination, indemnity or other similar or extraordinary payments due under Senior Swap Agreements; (r) to the credit of the Interest Account for the payment of termination, indemnity or other similar or extraordinary payments due under Subordinate Swap Agreements; (s) to the credit of the Interest Account for the payment of termination, indemnity or other similar or extraordinary payments due under Junior Subordinate Swap Agreements; (t) to the Retirement Account of the Debt Service Fund, to provide for the redemption of, or distribution of principal with respect to, Notes until, after applying these amounts, the Asset Release Requirement shall be satisfied; and (u) to the credit of the Surplus Fund in the manner provided in Section 4.07 hereof. Pending application of moneys in the Collection Fund, such moneys shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be retained therein. SECTION 4.06. DEBT SERVICE FUND. The Debt Service Fund shall be used only for the payment of principal of, premium, if any, and interest on the Notes, the purchase price of the Notes to be purchased in accordance with Section 3.07 hereof, Other Obligations and Carry-Over Amounts (including any accrued interest thereon). (a) INTEREST ACCOUNT. With respect to each series of Notes, the Trustee shall, upon delivery to the original purchasers thereof and from the proceeds thereof, credit to the Interest Account the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Interest Account (i) that portion of the proceeds from the sale of the Issuer's refunding bonds, notes or other evidences of indebtedness, if any, to be used to pay interest on the Notes; (ii) all payments under any Credit Enhancement Facilities by Credit Facility Providers to be used to pay interest on Notes; and (iii) all amounts required to be transferred thereto from the Funds and Accounts specified in this Section 4.06(a). With respect to each series of Notes on which interest is paid at intervals of less than every 60 days, the Trustee shall deposit to the credit of the Interest Account on each Monthly Calculation Date an amount equal to the interest that will become payable on such Notes during the following calendar month. With respect to each series of Notes on which interest is paid at intervals of more than every 60 days, the Trustee shall make equal monthly deposits to the credit of the Interest Account on each Monthly Calculation Date preceding each Interest Payment Date, to aggregate the full amount of such interest. With respect to Variable Rate Notes for which any such amount cannot be determined on the Monthly Calculation Date, the Trustee will make such deposit based upon assumptions set forth in the Supplemental Indenture authorizing such Notes. With respect to each Swap Agreement under which Issuer Swap Payments are paid no less frequently than every 60 days, the Trustee shall deposit to the credit of the Interest Account on each Monthly Calculation Date an amount equal to the Issuer Swap Payments that will become payable under such Swap Agreement during the following calendar month. With respect to each Swap Agreement under which Issuer Swap Payments are paid less frequently than every 60 days, the Trustee shall make equal monthly deposits to the credit of the Interest Account on each Monthly Calculation Date preceding each date on which such Issuer Swap Payments are due, to aggregate the full amount of such Issuer Swap Payments. With respect to any Swap Agreement for which any such amount cannot be determined on the Monthly Calculation Date, the Trustee will make such deposit based upon assumptions set forth in the Supplemental Indenture authorizing such Swap Agreement. With respect to each Credit Enhancement Facility under which fees or premiums are due no less frequently than every 60 days, the Trustee shall deposit to the credit of the Interest Account on each Monthly Calculation Date an amount equal to the fees or premiums that will become payable under such Credit Enhancement Facility during the following calendar month. With respect to each Credit Enhancement Facility under which fees or premiums are paid less frequently than every 60 days, the Trustee shall make equal monthly deposits to the credit of the Interest Account on each Monthly Calculation Date preceding each Interest Payment Date, to aggregate the full amount of such fees or premiums. In making the deposits required to be deposited and credited to the Interest Account, all other deposits and credits otherwise made or required to be made to the Interest Account shall, to the extent available for such purpose, be taken into consideration and allowed for. Each deposit required by this Section 4.06(a) to pay the foregoing amounts shall be made by transfer from the following Funds and Accounts, in the following order of priority: the Collection Fund, the Surplus Fund, the Reserve Fund and, as to Senior Notes and Other Senior Obligations only, the Acquisition Fund (other than that portion of the Balance thereof consisting of Financed Student Loans). On each Monthly Calculation Date, if any Carry-Over Amount (including any accrued interest thereon) will be due and payable with respect to a series of Notes during the next month, as provided in the related Supplemental Indenture, the Trustee shall transfer to the Interest Account (to the extent amounts are available therefor in the Collection Fund or the Surplus Fund after taking into account all prior applications of moneys in such Funds on such Monthly Calculation Date in accordance with Sections 4.05 and 4.07 hereof) an amount equal to such Carry-Over Amount (including any accrued interest thereon) so due and payable. The moneys in the Interest Account required for the payment of interest on the Notes of any series (including, without limitation, the payment of that portion of the purchase price of Notes purchased pursuant to Section 4.06(b) or 4.06(c) hereof attributable to accrued interest thereon), any Issuer Swap Payments or fees payable to a Credit Facility Provider under a Credit Enhancement Facility or any Carry-Over Amount (including any accrued interest thereon) shall be applied by the Trustee to the payment of such interest or amounts when due without further authorization or direction, except that the Issuer shall provide written direction as to any Issuer Swap Payments or fees payable to a Credit Facility Provider under a Credit Enhancement Facility. Pending application of moneys in the Interest Account, such moneys shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.05 hereof. (b) PRINCIPAL ACCOUNT. With respect to each series of Notes, the Trustee shall, upon delivery to the original purchasers thereof and from the proceeds thereof, credit to the Principal Account the amount, if any, representing premium on such Notes paid as part of the purchase price thereof. The Trustee shall also deposit to the credit of Principal Account: (i) that portion of the proceeds from the sale of the Issuer's bonds, notes or other evidences of indebtedness, if any, to be used to pay principal of the Notes on a Principal Payment Date; (ii) all payments under any Credit Enhancement Facility to be used to pay principal of Notes; and (iii) all amounts required to be transferred thereto from the Funds and Accounts specified in this Section 4.06(b). Each deposit required by this Section 4.06(b) to pay the foregoing amounts shall be made by transfer from the following Funds, in the following order of priority (after transfers therefrom to the Interest Account required on the date of any such transfer): the Collection Fund, the Surplus Fund, the Reserve Fund and, as to Senior Notes and Other Senior Obligations only, the Acquisition Fund (other than that portion of the Balance thereof consisting of Financed Student Loans). The moneys in the Principal Account required for the payment of the principal of Notes at the Stated Maturity thereof or on a Sinking Fund Payment Date therefor (or for the reimbursement to any Credit Facility Provider for the payment of such principal) shall be applied by the Trustee to such payment when due without further authorization or direction. Subject to Section 3.02 hereof, Balances in the Principal Account may also be applied to the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest, in accordance with the provisions of Section 3.07 hereof, or to the redemption of or distribution of principal with respect to Notes at a Prepayment Price not to exceed the Principal Amount thereof plus accrued interest, upon transfer to the Retirement Account, as determined by the Issuer at such time, provided the Trustee shall have first certified that no deficiency exists at such time in the Debt Service Fund. Any such purchase, redemption, or distribution of principal shall be limited to those Notes whose Stated Maturity or Sinking Fund Payment Date is the next succeeding Principal Payment Date. If any moneys credited to the Principal Account for the retirement of the Term Notes are applied to the purchase or redemption of, or distribution of principal with respect to, such Notes as provided in this Section 4.06(b), the Principal Amount of such Notes to be prepaid on the next respective Sinking Fund Payment Date shall be reduced by the Principal Amount of the Notes so purchased, redeemed or distributed; provided, however, that no Term Notes shall be so purchased during the interval between the date on which notice of prepayment of said Notes on a Sinking Fund Payment Date is given and the date of prepayment set forth in such notice, unless the Notes so purchased are Notes called for prepayment in such notice or are purchased from moneys other than those credited to the Principal Account with respect to sinking fund installments. All Notes retired by prepayment, purchase or payment at Stated Maturity pursuant to this Section 4.06(b) shall be canceled and shall not be reissued. The accrued interest to be paid on the prepayment, purchase or payment at Stated Maturity of such Notes shall be paid from the Interest Account. Pending application of moneys in the Principal Account, such moneys shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.06 hereof. (c) RETIREMENT ACCOUNT. The Trustee shall deposit to the credit of the Retirement Account (i) any amounts transferred thereto from the Acquisition Fund, the Collection Fund, the Reserve Fund, the Surplus Fund or the Principal Account to provide for the redemption or purchase of, or the distribution of principal with respect to, Notes; (ii) that portion of the proceeds from the sale of the Issuer's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Prepayment Price of Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor; (iii) that portion of the proceeds of the sale or securitization of an Eligible Loan, if any, to be used to pay the principal or Prepayment Price of Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date thereof; and (iv) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the principal or Prepayment Price of Notes payable from the Retirement Account. Subject to Section 3.02 hereof, all redemptions of and distributions of principal with respect to Notes (other than at Stated Maturity or on a Sinking Fund Payment Date), shall be made with moneys deposited to the credit of the Retirement Account. Moneys in the Retirement Account shall also be used for the reimbursement to any Credit Facility Provider for the payment of such amounts pursuant to a Credit Enhancement Facility. Subject to Section 3.02 hereof, Balances in the Retirement Account may also be applied to the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable prepayment premium, in accordance with the provisions of Section 3.07 hereof, as determined by the Issuer at such time; provided the Trustee shall have first certified that no deficiency exists at such time in the Debt Service Fund. In the event that Notes are to be prepaid from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Prepayment Price of Notes to be redeemed, or required distributions or principal with respect to Notes (or for the reimbursement to any Credit Facility Provider for the payment of such amounts) shall be applied by the Trustee to such payment when due without further authorization or direction. Pending application of moneys in the Retirement Account, such moneys shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investment shall be deposited in the Collection Fund as provided in Section 4.06 hereof. SECTION 4.07. SURPLUS FUND. On each Monthly Calculation Date, the Trustee shall transfer from the Collection Fund to the Surplus Fund any amounts permitted to be transferred to the Surplus Fund pursuant to Section 4.05 hereof. The Trustee shall also credit to the Surplus Fund any amounts transferred from the Acquisition Fund pursuant to Section 4.02. At any time there is a deficiency in any of the other Funds or Accounts, Balances in the Surplus Fund shall be transferred to such Funds or Accounts to remedy such deficiency in the same order of priority as set forth in Section 4.06 hereof for the application of moneys in the Collection Fund. Upon receipt by the Trustee of an Issuer Order directing such transfer, Balances in the Surplus Fund may also be transferred to the Acquisition Fund for the acquisition of Eligible Loans and as further authorized or limited in a Supplemental Indenture. Subject to Section 3.02 hereof, Balances in the Surplus Fund may also be applied to any one or more of the following purposes at any time as determined by the Issuer at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Fund, the Debt Service Fund or the Reserve Fund: (a) transfer to the Retirement Account for the redemption or purchase of, or the distribution of principal with respect to, Notes; (b) the purchase of Notes in accordance with the provisions of Section 3.07 hereof; or (c) transfer to the Acquisition Fund for the acquisition of Eligible Loans pursuant to Section 4.02 hereof. Any amounts in the Surplus Fund shall, upon Issuer Order, be released to the Issuer free and clear of the lien of this Indenture or may be released free and clear of the lien of this Indenture to make indemnity payments required pursuant to the terms of a Servicing Agreement if, after taking into account any such release and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.10 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.05 hereof. SECTION 4.08. TERMINATION. When no Notes remain Outstanding and no Other Obligations are Outstanding, the Trustee shall transfer to the Issuer, or to the order of the Issuer, the Balances in all Funds and Accounts if, and to the extent that, such Balances are in excess of amounts needed to pay principal of, premium, if any, and interest on, and any Carry-Over Amounts (and accrued interest thereon) due and payable with respect to the Notes, to satisfy any Other Obligations, and to pay the fees, compensation and expenses of the Trustee and any Authenticating Agent, Note Registrar, Remarketing Agents, Tender Agents, Auction Agents, Market Agents, Broker-Dealers, and Paying Agents. To the extent that such Balances are needed to pay such amounts or fees, the Trustee shall retain such Balances hereunder and pay such amounts or fees to the Persons to whom such amounts are due and payable as provided hereunder. In the event that any portion or all of the Balances in the Funds and Accounts payable to the Issuer pursuant to this Section 4.08 consist of Investment Securities which are payable solely to the Trustee and cannot be effectively transferred to the Issuer, the Trustee shall continue to hold such Investment Securities under this Indenture on behalf of the Issuer until such time as such securities can be transferred to the Issuer or amounts payable thereunder received, whether by acceleration at the option of the holder thereof, at maturity or otherwise, all at the direction of an Authorized Officer of the Issuer. SECTION 4.09. PLEDGE. The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and Other Obligations shall be limited obligations of the Issuer specifically secured as provided in the Granting Clauses hereof. Financed Student Loans purchased with the proceeds of the Issuer's bonds, notes or other obligations as described in Section 4.02 hereof, or resold to a Lender pursuant to its repurchase obligation, or sold or exchanged for Eligible Loans in accordance with the provisions of Section 4.02 hereof, shall, contemporaneously with receipt by the Trustee of the purchase price thereof in freely transferable funds, including any Eligible Loans to be received in exchange therefor, no longer be pledged to nor serve as security for the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes or any Other Obligations. Moneys paid out to the Issuer as provided in Section 4.03 hereof for Costs of Issuance, Servicing Fees, Administration Fees, and reimbursement for the prior payment of Note Fees, moneys released to the Issuer pursuant to Section 4.07 hereof, and other moneys applied as herein provided shall, upon such payment, release, or application, no longer be pledged to nor serve as security for the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes or any Other Obligations. The Issuer pledges and agrees with the Beneficiaries that the Issuer will not limit or alter its powers to fulfill the terms of any agreements made in this Indenture or in any Notes or in any way impair the rights and remedies of the Beneficiaries until the Notes, together with interest thereon, including interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of the Holders and all amounts owing to Other Beneficiaries, are fully met and discharged. The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and any Other Obligations shall be secured hereunder by the foregoing pledge of the Financed Student Loans, revenues, securities and other moneys hereby made, and by a lien thereon, subject to the priorities expressly provided herein. The pledge in the Granting Clauses hereof shall constitute a prior and paramount lien and charge on such Financed Student Loans, revenues, contract rights, securities and other moneys from time to time held hereunder (subject only to the valid exercise of the constitutional powers of the United States of America, valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights, and to the provisions of this Indenture permitting the application of such Financed Student Loans, revenues, securities and other moneys for the purposes and on the terms and conditions hereof), over and ahead of any claims (whether in tort, contract or otherwise irrespective of whether the parties possessing such claims have notice of the foregoing pledges or charges), encumbrances or obligations of any nature hereafter arising or incurred, and over and ahead of all other indebtedness payable from or secured by such revenues which may hereafter be created or incurred. The pledge of such Financed Student Loans, revenues, securities and other moneys made herein and hereby shall be valid and binding from the time of the delivery of and payment for the first series of Notes issued hereunder, and such Financed Student Loans, revenues, securities and other moneys shall thereupon be immediately subject to the lien, pledge and charge hereof upon receipt thereof by the Issuer or Trustee, without any physical delivery or segregation thereof or further act. No Beneficiary shall be required to see that the moneys derived from any Note are applied to the purpose or purposes for which the Note is issued. The validity of the Notes shall neither be dependent upon nor affected by the use and application of the proceeds of such Notes. The pledge of the Financed Student Loans, revenues, securities and other moneys made hereby includes the pledge of any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same, whether now existing or hereafter coming into existence, and whether now or hereafter acquired, and the proceeds thereof. SECTION 4.10. INVESTMENTS. Moneys held by the Trustee for the credit of any Fund or Account shall be invested by the Trustee, in accordance with the Sections hereof relating to such Funds and Accounts, as directed in writing by the Issuer, to the fullest extent practicable and reasonable, in Investment Securities which shall mature or be redeemable at the option of the holder without penalty prior to the respective times when the moneys held for the credit of such Fund or Account will be required for the purposes intended, including for the purpose of paying debt service on the Notes. Subject to the right of the Issuer to direct in writing the investment of funds hereunder, moneys in any Fund or Account or any combination of Funds and Accounts shall be continuously invested and reinvested or deposited and redeposited by the Trustee. If the Issuer shall fail to direct the investment of any amounts hereunder, then the Trustee shall invest such moneys in Investment Securities described in clause (f) of the definition of Investment Securities. The Investment Securities purchased shall be held by the Trustee and shall be deemed at all times to be part of such Fund or Account or combination thereof. The Trustee shall sell or present for redemption, any Investment Securities purchased by it as an investment whenever it shall be necessary to provide moneys to meet any payment from such Fund or Account. The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, any Investment Securities. The Trustee shall advise the Issuer of all investments held for the credit of each Fund or Account in its custody under the provisions of this Indenture as provided in Section 7.14 hereof. Any investment of funds in Investment Securities shall be held by a financial institution in accordance with the following requirements: (a) all Investment Securities shall be held in an account with such financial institution in the name of the Trustee; (b) all Investment Securities held in such account shall be delivered to the Trustee in the following manner: (i) with respect to bankers' acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute "instruments" within the meaning of Section 9-102(a)(47) of the UCC (other than certificated securities) and are susceptible of physical delivery, transferred to the Trustee by physical delivery to the Trustee, indorsed to, or registered in the name of, the Trustee or its nominee or indorsed in blank; or such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Investment Securities to the Trustee free of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof; (ii) with respect to a "certificated security" (as defined in Section 8-102(a)(4) of the UCC), transferred: (A) by physical delivery of such certificated security to the Trustee, provided that if the certificated security is in registered form, it shall be endorsed to, or registered in the name of, the Trustee or endorsed in blank; (B) by physical delivery of such certificated security in registered form to a "securities intermediary" (as defined in Section 8-102(a)(14) of the UCC) acting on behalf of the Trustee if the certificated security has been specially endorsed to the Trustee by an effective endorsement; (iii) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary which is also a "depositary" pursuant to applicable federal regulations and issuance by such securities intermediary of a deposit advice or other written confirmation of such book-entry registration to the Trustee of the purchase by the securities intermediary on behalf of the Trustee of such book-entry security; the making by such securities intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Trustee and indicating that such securities intermediary holds such book-entry security solely as agent for the Trustee; or such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Investment Securities to the Trustee free of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof; (iv) with respect to any "uncertificated security" (as defined in Section 8-102(a)(18) of the UCC) that is not governed by clause (iii) above, transferred: (A) (1) by registration to the Trustee as the registered owner thereof, on the books and records of the issuer thereof; or (2) by registration to another Person (not a securities intermediary) that either becomes the registered owner of the uncertificated security on behalf of the Trustee or, having become the registered owner, acknowledges that it holds for the Trustee; or (B) by the issuer thereof having agreed that it will comply with instructions originated by the Trustee without further consent of the registered owner thereof; (v) with respect to any "security entitlement" (as defined in Section 8-102(a)(17) of the UCC): (A) if a securities intermediary (1) indicates by book entry that a "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to the Trustee's "securities account" (as defined in Section 8-501(a) of the UCC), (2) receives a financial asset (as so defined) from the Trustee or acquires a financial asset for the Trustee, and, in either case, accepts it for credit to the Trustee's securities account (as so defined), (3) becomes obligated under other law, regulation or rule to credit a financial asset to the Trustee's securities account, or (4) has agreed that it will comply with "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) originated by the Trustee, without further consent by the "entitlement holder" (as defined in Section 8-102(a)(7) of the UCC), and (B) such financial asset either is such Investment Security or a security entitlement evidencing a claim thereto; and (vi) in each case of delivery contemplated pursuant to clauses (i) through (v) above, the Trustee shall make appropriate notations on its records, and shall cause the same to be made on the records of its nominees, indicating that such Investment Security is held in trust pursuant to and as provided in this Indenture. Any cash held by the Trustee shall be considered a "financial asset" for purposes of this paragraph. Subject to the other provisions hereof, the Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Trustee in a manner which complies with this paragraph. The Trustee agrees that it has no security interest or other adverse claim to the Funds and Accounts or the Investment Securities therein that are part of the Trust Estate other than pursuant to this Indenture and that it will not enter into any agreement that would give any Person or entity other than the Trustee the right to give entitlement orders with respect to such Investment Securities or the Funds and Accounts. SECTION 4.11. TRANSFER OF INVESTMENT SECURITIES. Whenever any transfer is required by this Indenture to be made from any Fund or Account to any other Fund or Account, the Trustee may use Investment Securities, or allocable portions thereof, included in the Balance of the former to the extent necessary to make such transfer, but only to the extent such Investment Securities are permissible investments for the Fund or Account to which they are to be transferred. The amount of any such transfer of Investment Securities shall be the Value thereof determined with respect thereto as of the date of transfer. SECTION 4.12. TRANSFER OF MONEY FOLLOWING REVOLVING PERIOD. Notwithstanding any other provision of this Indenture to the contrary, no transfer of moneys shall be made to the Acquisition Fund following the end of the Revolving Period, nor will moneys in the Surplus Fund be used to acquire Eligible Loans following the end of the Revolving Period; provided, however, that the Issuer may acquire any Add-On Loan required to be funded under the Higher Education Act within 180 days after the end of the Revolving Period. SECTION 4.13. RELEASE. The Trustee shall, upon Issuer Order and subject to the provisions of this Indenture, take all actions reasonably necessary to effect the release of any Financed Eligible Loans from the lien of this Indenture to the extent the terms hereof permit the sale, disposition or transfer of such Financed Eligible Loans. Subject to the payment of its fees and expenses pursuant to Sections 7.02 and 7.21, the Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article IV shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. The Trustee shall, at such time as there are no Notes Outstanding and all sums due the Trustee pursuant to Sections 7.02 and 7.21 and all amounts payable to the Master Servicer, the Issuer Administrator, the Auction Agents, the Broker-Dealers, the Delaware Trustee and the Counterparties have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Funds and Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this Section 4.13 only upon receipt of an Issuer Order, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1). Subject to the provisions of this Indenture and except for sales of Financed Student Loans pursuant to Section 4.02, the Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Order, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Each Registered Owner, by the acceptance of a Note, acknowledges that from time to time the Trustee shall release the lien of this Indenture on any Financed Eligible Loan to be sold pursuant to Section 4.02, and each Registered Owner, by the acceptance of a Note, consents to any such release. ARTICLE V COVENANTS TO SECURE NOTES, REPRESENTATIONS AND WARRANTIES SECTION 5.01. ELIGIBLE LENDER TRUSTEE TO HOLD FINANCED STUDENT LOANS. The Issuer shall cause all Financed Student Loans to be endorsed and otherwise conveyed to the Issuer or the Eligible Lender Trustee on behalf of the Issuer. SECTION 5.02. ENFORCEMENT AND AMENDMENT OF GUARANTEE AGREEMENTS. So long as any Notes or Other Obligations are Outstanding and Financed Eligible Loans are guaranteed by a Guarantee Agency, the Issuer will (a) from and after the date on which the Eligible Lender Trustee on its behalf shall have either entered into, or succeeded to the rights and interests of any Lender under, any Guarantee Agreement covering Financed Eligible Loans, cause the Eligible Lender Trustee to maintain such Guarantee Agreement and diligently enforce the Eligible Lender Trustee's rights thereunder; (b) cause the Eligible Lender Trustee to enter into such other similar or supplemental agreements as shall be required to maintain benefits for all Financed Eligible Loans covered thereby; and (c) not voluntarily consent to or permit any rescission of or consent to any amendment to or otherwise take any action under or in connection with any such Guarantee Agreement or any similar or supplemental agreement which in any manner will materially adversely affect the rights of the Holders from time to time of the Notes or Other Beneficiaries hereunder. Notwithstanding the foregoing, the Issuer may amend any Guarantee Agreement, or may cause the Eligible Lender Trustee to amend any Guarantee Agreement, in any respect if the Rating Agency Condition is satisfied with respect to such amendment. SECTION 5.03. ACQUISITION, COLLECTION AND ASSIGNMENT OF STUDENT LOANS. The Issuer shall acquire only Eligible Loans with moneys in any of the Funds and shall diligently cause to be collected all principal and interest payments (subject to any adjustments described in Section 5.04 hereof) on all the Financed Student Loans and other sums to which the Issuer is entitled with respect to such Financed Student Loans, and all Special Allowance Payments and all defaulted payments guaranteed by any Guarantee Agency which relate to such Financed Student Loans. SECTION 5.04. ENFORCEMENT OF FINANCED STUDENT LOANS. The Issuer shall cause to be diligently enforced, and shall cause to be taken all steps, actions and proceedings reasonably necessary for the enforcement of, all terms, covenants and conditions of all Financed Student Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due the Issuer thereunder. The Issuer shall not permit the release of the obligations of any borrower under any Financed Student Loan and shall at all times, to the extent permitted by law, cause to be defended, enforced, preserved and protected the rights and privileges of the Issuer, the Eligible Lender Trustee, the Trustee and the Beneficiaries under or with respect to each Financed Student Loan and agreement in connection therewith. The Issuer shall not consent or agree to or permit any amendment or modification of any Financed Student Loan or agreement in connection therewith which will in any manner materially adversely affect the rights or security of the Beneficiaries; provided, that nothing in this Section 5.04 or in Sections 5.03 and 5.05 hereof shall be construed to prevent the Issuer from (i) settling a default or from curing a delinquency on any Financed Student Loan on such terms as shall be required by law; (ii) amending the terms of a Financed Student Loan to provide for a different rate of interest thereon to the extent required by law; (iii) amending the terms of any Financed Student Loan or agreement in connection therewith in any manner if the Rating Agency Condition is met with respect to such amendment; or (iv) providing any Borrower Benefits with respect to Financed Student Loans not in excess of a 0.25% per annum interest rate reduction; provided, however, that subject to a Rating Agency Condition the Borrower Benefits may exceed such amount. SECTION 5.05. ADMINISTRATION AND COLLECTION OF FINANCED STUDENT LOANS. The Issuer shall enter into one or more Servicing Agreements pursuant to which the Servicers (which shall not include the Issuer) agree to service and collect all FFELP Loans in accordance with all applicable requirements of the Higher Education Act, the Secretary of Education, this Indenture and each Guarantee Agreement. The Issuer may enter into the Administration Agreement with the Issuer Administrator and into other administration agreements with other administrators, provided that the Issuer Administrator and each such other administrator shall (a) be in compliance with the laws of each state necessary to enable it to perform its obligations under the Administration Agreement or related administration agreement (as applicable); and (b) either have a net worth of at least $5,000,000 or be an affiliate of the Issuer, otherwise satisfying a Rating Agency Condition. The Issuer shall cause to be diligently enforced, and take all reasonable steps, actions and proceedings necessary for the enforcement of, all terms, covenants and conditions of all Servicing Agreements, the Administration Agreement, the Eligible Lender Trust Agreement, any Loan Purchase Agreement, and all other administration agreements, including, in the case of the Servicing Agreements, the prompt payment of all principal and interest payments and all other amounts due the Issuer or the Trustee thereunder, including all Special Allowance Payments and all defaulted payments guaranteed by any Guarantee Agency which relate to any Financed Student Loans. The Issuer shall not permit the release of the obligations of any Servicer under any Servicing Agreement or the Issuer Administrator or any other administrator under the Administration Agreement or the related administration agreement or of the Eligible Lender Trustee under the Eligible Lender Trust Agreement or of the parties to any Loan Purchase Agreement, as applicable, except in accordance with the terms thereof, and shall at all times, to the extent permitted by law, cause to be defended, enforced, preserved and protected the rights and privileges of the Issuer, the Trustee and the Beneficiaries under or with respect to each Servicing Agreement, the Administration Agreement and each other administration agreement. The Issuer shall not consent or agree to or permit any amendment or modification of any Servicing Agreement, the Administration Agreement, the Eligible Lender Trust Agreement, any Loan Purchase Agreement or any other administration agreement without satisfying a Rating Agency Condition. SECTION 5.06. PUNCTUAL PAYMENTS. The Issuer shall duly and punctually pay, or cause to be paid, the principal of, premium, if any, and interest on and any Carry-Over Amount (and accrued interest thereon) due and payable with respect to each and every Note and each Other Obligation from the revenues and other assets pledged hereunder on the dates and at the places, and in the manner provided, in the Notes and with respect to each Other Obligation according to the true intent and meaning thereof, and the Issuer shall faithfully do and perform and at all times fully observe and keep any and all of its covenants, undertakings, stipulations and provisions contained in the Notes, the Other Obligations and this Indenture. The Issuer shall duly and punctually pay, or cause to be paid, the Note Fees, Servicing Fees and Administration Fees from the revenues and other assets pledged hereunder as and when the same became due. SECTION 5.07. FURTHER ASSURANCES. Each of the Issuer and the Eligible Lender Trustee shall at any and all times, insofar as it may be authorized so to do, pass, make, do, execute, acknowledge and deliver all and every such further resolutions, indentures, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming any and all of the rights, revenues, securities and other moneys hereby pledged or charged with or assigned to the payment of the Notes or Other Obligations, or intended so to be, or which the Issuer and/or the Eligible Lender Trustee may hereafter become bound to pledge or charge or assign. SECTION 5.08. PROTECTION OF SECURITY; POWER TO ISSUE NOTES AND PLEDGE REVENUES AND OTHER Funds. The Issuer is duly authorized under all applicable law to create and issue the Notes, to enter into this Indenture, to enter into Other Obligations and to pledge the revenues and other moneys, Financed Student Loans, securities, properties, rights, interests and evidences of indebtedness purported to be pledged by this Indenture in the manner and to the extent provided in this Indenture. The revenues and other moneys, securities, evidences of indebtedness and properties so pledged are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Indenture, except as otherwise expressly provided herein, and all action on the part of the Issuer to that end has been duly and validly taken. The Notes and the provisions of this Indenture, each Supplemental Indenture and each Other Obligation are and will be valid and legally enforceable obligations of the Issuer in accordance with their terms and the terms of this Indenture and each Supplemental Indenture. The Issuer shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the revenues and other moneys, Financed Student Loans, securities, properties, rights, interests and evidences of indebtedness pledged under this Indenture and each Supplemental Indenture and all the rights of the Beneficiaries hereto against all claims and demands of all Persons whomsoever. The pledge of the revenues and other moneys, Financed Student Loans, securities, properties, rights, interests and evidences of indebtedness made hereby includes the pledge of any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same, whether now existing or hereafter coming into existence, and whether now or hereafter acquired, and the proceeds thereof. In consideration of the purchase and acceptance of the Notes by those who shall hold the same from time to time and the execution and delivery by Other Beneficiaries of any Other Obligations, the provisions of this Indenture shall be a part of the contract of the Issuer with the Beneficiaries and shall be deemed to be and shall constitute a contract between the Issuer, the Trustee and the Beneficiaries. SECTION 5.09. NO ENCUMBRANCES. The Issuer will not create, or permit the creation of, any pledge, lien, charge or encumbrance upon the Financed Student Loans or the revenues and other moneys, securities, properties, rights, interests and evidences of indebtedness pledged under this Indenture, except only as to a lien subordinate to the lien of this Indenture created by any other indenture authorizing the issuance of bonds, notes or other evidences of indebtedness of the Issuer the proceeds of which have been or will be used to refund or otherwise retire all or a portion of the Outstanding Notes (but only upon receipt by the Trustee of an opinion of Counsel that the creation of such lien will not be prejudicial to the Trustee or the Holders of any Outstanding Notes or any Other Beneficiary) or as otherwise provided in or permitted by this Indenture. The Issuer will not issue any bonds or other evidences of indebtedness, other than the Notes as permitted by this Indenture and other than Swap Agreements and Credit Enhancement Facilities relating to Notes as permitted by this Indenture, secured by a pledge of the revenues and other moneys, securities, properties, rights, interests and evidences of indebtedness herein pledged or held aside by the Issuer or by a fiduciary under this Indenture, creating a lien or charge on such revenues and other moneys, securities, properties, rights, interests and evidences of indebtedness equal or superior to the lien of this Indenture; provided that nothing in this Indenture shall prevent the Issuer from issuing obligations secured by assets and revenues of the Issuer other than the revenues and other moneys, securities, properties, rights, interests and evidences of indebtedness pledged in this Indenture. SECTION 5.10. CONTINUING EXISTENCE; MERGER AND CONSOLIDATION. The Issuer will maintain its existence as a Delaware statutory trust and will not dispose of all or substantially all of its assets (by sale, lease or otherwise), except as otherwise specifically authorized in this Indenture, or consolidate with or merge into another entity or permit any other entity to consolidate with or merge into it unless either the Issuer is the surviving entity or each of the following conditions is satisfied: (a) the surviving, resulting or transferee entity, as the case may be, shall be a corporation, limited liability company or other legal entity organized under the laws of the United States or one of the states thereof; (b) at least 30 days before any merger, consolidation or transfer of assets becomes effective, the Issuer shall give the Trustee written notice of the proposed transaction; (c) immediately after giving effect to any merger, consolidation or transfer of assets, no Event of Default shall have occurred and be continuing; (d) the Rating Agency Condition shall have been satisfied with respect to any merger, consolidation or transfer of assets; and (e) prior to or concurrently with any merger, consolidation or transfer of assets, (i) any action as is necessary to maintain the lien and security interest created in favor of the Trustee by this Indenture shall have been taken; (ii) the surviving, resulting or transferee entity, as the case may be, shall deliver to the Trustee an instrument assuming all of the obligations of the Issuer under this Indenture, any Notes, any Swap Agreement, any Credit Enhancement Facility, any Remarketing Agreement, any Tender Agent Agreement, any Auction Agent Agreement and any Servicing Agreement, together with the consent of the other parties, if any, to each such instrument to such assumption; and (iii) the Issuer shall have delivered to the Trustee and each Rating Agency an Issuer Certificate and an opinion of Counsel (which shall describe the actions taken as required by clause (i) of this paragraph or that no such action need be taken) each stating that all conditions precedent herein provided for relating to such merger, consolidation or transfer of assets have been compiled with. SECTION 5.11. AMENDMENT OF REMARKETING AGREEMENTS AND TENDER AGENT AGREEMENTS. The Issuer shall notify the Trustee and any related Credit Facility Provider in writing of any proposed amendments to any Remarketing Agreement or Tender Agent Agreement. No such amendment shall become effective unless and until (a) the Trustee consents in writing thereto, which consent shall not be given unless the Trustee receives an opinion of Counsel that such amendment is required by a Credit Enhancement Facility or this Indenture or is not to the material prejudice of the Holders of the Notes; and (b) any related Credit Facility Provider consents in writing thereto, which consent shall not be unreasonably withheld, provided that no consent of the Credit Facility Provider shall be required if the Credit Facility Provider receives an opinion of Counsel that such amendment is required by this Indenture. SECTION 5.12. TAX TREATMENT. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of its Note, agree to treat the Notes for federal, state and local income, business and franchise tax purposes as indebtedness of the Issuer. SECTION 5.13. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. By execution of this Indenture, the Issuer makes the following representations and warranties: (a) ORGANIZATION AND GOOD STANDING. It has been duly organized and is validly existing as a Delaware statutory trust, with power and authority to own its properties and to conduct its business as such properties are currently owned and as such business is currently conducted and is proposed to be conducted pursuant to this Indenture. (b) POWER AND AUTHORITY. It has the power and authority to execute and deliver this Indenture and to perform its obligations pursuant thereto; and the execution, delivery and performance of this Indenture, the Notes and each Other Obligation have been duly authorized by all necessary corporate action. (c) NO CONSENT REQUIRED. No consent, license, approval or authorization of, or registration or declaration with, any Person or any governmental authority, bureau or agency is required to be obtained by the Issuer in connection with the execution, delivery or performance of this Indenture, the Notes or any Other Obligation, except for such as have been obtained, effected or made. (d) NO VIOLATION. The consummation of the transactions contemplated by this Indenture, the Notes and each Other Obligation and the fulfillment of its obligations under this Indenture, the Notes and each Other Obligation will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under, its certificate of incorporation or bylaws, or any indenture, agreement, mortgage, deed of trust or other instrument to which it is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, order, rule or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties. (e) NO PROCEEDINGS. There are no proceedings or investigations pending or, to its knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (i) asserting the invalidity of this Indenture, any Note or any Other Obligation; (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture, any Note or any Other Obligation; or (iii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Indenture, any Note or any Other Obligation. (f) PLACE OF BUSINESS. The principal office of the Issuer is in Wilmington, Delaware. (g) NOT AN INVESTMENT COMPANY. The Issuer is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act. (h) BINDING OBLIGATIONS. This Indenture, the Notes and each Other Obligation constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, affecting the enforcement of creditors' rights in general; and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (i) VALID SECURITY INTEREST. This Indenture creates a valid and continuing security interest (as defined in the Uniform Commercial Code as in effect in the State of Delaware in the Financed Student Loans in favor of the Trustee, and is enforceable as such against any creditors of the Issuer. SECTION 5.14. USE OF TRUSTEE ELIGIBLE LENDER NUMBER. The Eligible Lender Trustee covenants and agrees not to hold any other FFELP Loans under the federal eligible lender number under which it holds any Financed FFELP Loans (1) without the express written consent of the Issuer, and (2) without having caused the beneficial owner of any such other FFELP Loans (and any other appropriate persons) to have entered into an agreement (a "Joint Sharing Agreement") with the Issuer and the Trustee, whereby the Issuer and such other beneficial owner covenant to indemnify each other in respect of federal interest subsidies, Special Allowance Payments, Guarantee payments or any other payments by a Guarantee Agency (a) received by the Eligible Lender Trustee on their behalf, (b) later determined by the Secretary of Education or a Guarantee Agency to have been incorrectly or inappropriately paid to the Eligible Lender Trustee, and (c) for which the Secretary of Education or a Guarantee Agency reimburses itself, in whole or in part, by withholding payments to the Eligible Lender Trustee, or otherwise seeks reimbursement from the Eligible Lender Trustee, with respect to student loans held by the Eligible Lender Trustee on behalf of the other party. No Joint Sharing Agreement shall be entered into without satisfaction of a Rating Agency Condition. SECTION 5.15. ADDITIONAL COVENANTS. The Issuer covenants that it will acquire or cause to be acquired Student Loans as described herein. The Holders of the Notes shall not in any circumstances be deemed to be the owner or holder of the Financed Student Loan. The Issuer, or its designated agent, shall be responsible for each of the following actions: (a) The Issuer, or its designated agent, shall be responsible for dealing with the Secretary of Education with respect to the rights, benefits and obligations under the certificates of insurance and the contract of insurance with respect to Financed Student Loans, and the Issuer, or its designated agent, shall be responsible for dealing with the Guarantee Agency with respect to the rights, benefits and obligations under any Guarantee Agreement with respect to the Financed Student Loans. (b) The Issuer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Higher Education Act and any regulations or rulings thereunder, and with the provisions of any Guarantee Agreement with respect to the Financed Student Loans. (c) The Issuer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the federal interest subsidy payments and the Special Allowance Payments to flow to the Trustee. (d) The Trustee shall have no obligation to administer, service or collect the loans in the Trust Estate or to maintain or monitor the administration, servicing or collection of such loans. The Trustee shall not be deemed to be the designated agent for the purposes of this Section unless it has agreed in writing to be such agent. SECTION 5.16. COVENANT REGARDING FINANCED STUDENT LOANS. The Issuer hereby covenants that at the time of acquisition by the Issuer, all Student Loans to be acquired hereunder will meet the following: (a) Each Student Loan is evidenced by an executed promissory note (which may be in electronic form), which note is a valid and binding obligation of the borrower, enforceable by or on behalf of the holder thereof in accordance with its terms, subject to bankruptcy, insolvency and other laws relating to or affecting creditors' rights. (b) The amount of the unpaid principal balance of each Student Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any such Student Loan which can be asserted and maintained or which, with notice, lapse of time, or the occurrence or failure to occur of any act or event, could be asserted and maintained by the borrower against the Issuer as assignee thereof. The Issuer shall take all reasonable actions to assure that no maker of a Student Loan has or may acquire a defense to the payment thereof. (c) No Student Loan has a payment that is more than 90 days overdue. (d) The Issuer has full right, title and interest in each Student Loan free and clear of all liens, pledges or encumbrances whatsoever, and other than the security interest granted to the Trustee hereunder, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Student Loans to any other Person. The Issuer has not authorized the filing of and is not aware of any financing statements against it that include a description of collateral covering the Student Loans, other than any financing statement relating to the security interest granted to the Trustee hereunder or any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (e) Each Student Loan was made in compliance with all applicable local, state and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (f) All loan documentation shall be delivered to a custodian (as custodian for the Trustee) prior to payment of the purchase price of such Student Loan. (g) Each Student Loan is accruing interest (whether or not such interest is being paid currently, either by the borrower or the Secretary of Education, or is being capitalized), except as otherwise expressly permitted by this Indenture. (h) Each Student Loan constitutes an "instrument" as defined in the Uniform Commercial Code as in effect in the state of Delaware. (i) The Issuer has received all consents and approvals required by the terms of each Student Loan to the pledge of such Student Loan hereunder to the Trustee. (j) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper offices of all jurisdictions in which filing is necessary under applicable law in order to perfect the security interest of the Trustee in the Student Loans. (k) The original executed copy of each promissory note that constitutes or evidences a Student Loan will be delivered to the Custodian on behalf of and for the benefit of the Trustee. (l) At the time each Student Loan is delivered to the Custodian, the Issuer will receive a written acknowledgment from the Custodian that the Custodian is holding each promissory note that constitutes or evidences a Student Loan solely on behalf of and for the benefit of the Trustee (which evidence may be in the form of a loan roster, a bond or note identification report, or any other similar report routinely generated by the Custodian). (m) The promissory notes that constitute or evidence the Student Loans will not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee. All financing statements filed or to be filed against the Issuer in favor of the Trustee in connection herewith describing the Student Loans contain the following statement: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Trustee." SECTION 5.17. CONFIRMATION AS TO TRUST FUND. On or before January 31 in each calendar year, beginning in 2003, the Issuer shall furnish confirmation to the Trustee either stating that such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that no such action is necessary to maintain such lien and security interest. Such confirmation shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, be required to maintain the lien and security interest of this Indenture until January 31 in the following calendar year. SECTION 5.18. REPORTS BY ISSUER. The Issuer will: (a) File with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; (b) File with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports, if any, with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (c) Transmit by mail to the Noteholders, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Issuer, if any, pursuant to Section 5.18(a) and (b) as may be required by rules and regulations prescribed from time to time by the Commission. The Trustee may conclusively rely and accept such reports from the Issuer as fulfilling the requirements of this Section 5.18, with no further duty to know, determine or examine such reports or comply with the prescribed timing, rules and regulations of the Commission. SECTION 5.19. STATEMENT AS TO COMPLIANCE. The Issuer will deliver to the Trustee, within 75 days after the end of each fiscal year, a brief certificate from an Authorized Officer as to his or her knowledge stating the Issuer is in compliance with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 5.19, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. SECTION 5.20. OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date, the Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any Supplemental Indentures hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before March 31, in each calendar year, beginning on March 31, 2004, the Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any Supplemental Indentures hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplemental Indentures hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until March 31, in the following calendar year. SECTION 5.21. REPRESENTATIONS OF THE ISSUER REGARDING THE TRUSTEE'S SECURITY INTEREST. The Issuer hereby represents and warrants for the benefit of the Trustee and the Noteholders as follows: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code in effect in the State of Delaware) in the Financed Student Loans in favor of the Trustee, 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 the Issuer. (b) The Higher Education Act deems the Financed Student Loans to constitute accounts within the meaning of the applicable UCC as in effect in the State of Delaware for the purposes of perfecting a security interest in the Financed Eligible Loans. (c) The Issuer (or the Eligible Lender Trustee on behalf of the Issuer) owns and has good and marketable title to the Financed Student Loans free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 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 Financed Student Loans granted to the Trustee hereunder. (e) All executed copies of each promissory note that constitute or evidence the Financed Student Loans have been delivered to either the Trustee or a Custodian. (f) The Issuer has received a written acknowledgment from each Custodian that such Custodian is holding the promissory notes that constitute or evidence the Financed Student Loans solely on behalf and for the benefit of the Trustee. (g) Other than the security interest granted to the Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Financed Student Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Financed Student Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. SECTION 5.22. COVENANTS OF THE ISSUER REGARDING THE TRUSTEE'S SECURITY INTEREST. The Issuer hereby covenants for the benefit of the Trustee and the Noteholders as follows: (a) The representations and warranties set forth in Section 5.21 shall survive the termination of this Indenture. (b) The Trustee shall not waive any of the representations and warranties set forth in Section 5.21 above. (c) The Issuer shall take all steps necessary, and shall cause the Servicers to take all steps necessary and appropriate, to maintain the perfection and priority of the Trustee's security interest in the Financed Student Loans. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. If any of the following events occur, it is hereby defined as and declared to be and to constitute an Event of Default, whatever the reason therefor and whether voluntary or involuntary or effected by operation of law: (a) default in the due and punctual payment of any interest on any Senior Note; or (b) default in the due and punctual payment of the principal of, or premium, if any, on, any Senior Note, whether at the Stated Maturity thereof, at the date fixed for prepayment thereof (including, but not limited to, Sinking Fund Payment Dates) or otherwise upon the maturity thereof; or (c) default by the Issuer in its obligation to purchase any Senior Note on a Tender Date therefor; or (d) default in the due and punctual payment of any amount owed by the Issuer to any Other Senior Beneficiary under a Senior Swap Agreement or Senior Credit Enhancement Facility; or (e) if no Senior Obligations are Outstanding, default in the due and punctual payment of any interest on any Subordinate Note; or (f) if no Senior Obligations are Outstanding, default in the due and punctual payment of the principal of, or premium, if any, on, any Subordinate Note, whether at the Stated Maturity thereof, at the date fixed for prepayment thereof (including, but not limited to, Sinking Fund Payment Dates) or otherwise upon the maturity thereof; or (g) if no Senior Obligations are Outstanding, default by the Issuer in its obligation to purchase any Subordinate Note on a Tender Date therefor; or (h) if no Senior Obligations are Outstanding, default in the due and punctual payment of any amount owed by the Issuer to any Other Subordinate Beneficiary under a Subordinate Swap Agreement or Subordinate Credit Enhancement Facility; or (i) if no Senior Obligations and no Subordinate Obligations are Outstanding, default in the due and punctual payment of any interest on any Junior Subordinate Note; or (j) if no Senior Obligations and no Subordinate Obligations are Outstanding, default in the due and punctual payment of the principal of, or premium, if any, on, any Junior Subordinate Note, whether at the Stated Maturity thereof, at the date fixed for prepayment thereof (including, but not limited to, Sinking Fund Payment Dates) or otherwise upon the maturity thereof; or (k) if no Senior Obligations and no Subordinate Obligations are Outstanding, default by the Issuer in its obligation to purchase any Junior Subordinate Note on a Tender Date therefor; or (l) if no Senior Obligations and no Subordinate Obligations are Outstanding, default in the due and punctual payment of any amount owed by the Issuer to any Other Junior Subordinate Beneficiary under a Junior Subordinate Swap Agreement or Junior Subordinate Credit Enhancement Facility; or (m) default in the performance of any of the Issuer's obligations with respect to the transmittal of moneys to be credited to the Collection Fund, the Acquisition Fund or the Debt Service Fund under the provisions hereof and such default shall have continued for a period of thirty days; or (n) default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Issuer in this Indenture or in the Notes contained, and such default shall have continued for a period of thirty days after written notice thereof, specifying such default, shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Acting Beneficiaries Upon Default); provided that, if the default is such that it can be corrected, but not within such thirty days, it shall not constitute an Event of Default if corrective action is instituted by the Issuer within such thirty days and is diligently pursued until the default is corrected; or (o) if the Issuer shall: (i) admit in writing its inability to pay its debts generally as they become due; or (ii) consent to the appointment of a custodian (as that term is defined in the federal Bankruptcy Code) for or assignment to a custodian of the whole or any substantial part of the Issuer's property, or fail to stay, set aside or vacate within 90 days from the date of entry thereof any order or decree entered by a court of competent jurisdiction ordering such appointment or assignment; or (iii) commence any proceeding or file a petition under the provisions of the federal Bankruptcy Code for liquidation, reorganization or adjustment of debts, or under any insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors or fail to stay, set aside or vacate within 90 days from the date of entry thereof any order or decree entered by a court of competent jurisdiction pursuant to an involuntary proceeding, whether under federal or state law, providing for liquidation or reorganization of the Issuer or modification or adjustment of the rights of creditors; or (p) there occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidation, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days. SECTION 6.02. ACCELERATION. Whenever any Event of Default described in Section 6.01 shall have occurred and be continuing, the Trustee may (and upon the written request of the Acting Beneficiaries Upon Default, the Trustee shall), by notice in writing delivered to the Issuer, declare the principal of and interest accrued on all Notes then Outstanding due and payable. A copy of such notice shall also be provided to any Tender Agent, any Remarketing Agent, any Auction Agent, any Market Agent and any Broker-Dealer. In the event that the Trustee shall declare the principal of and interest accrued on all Notes then Outstanding due and payable in accordance with this Section 6.02, such principal and interest shall become immediately due and payable on the date of declaration. At any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Acting Beneficiaries Upon Default may, by written notice to the Issuer and the Trustee, rescind and annul such declaration and its consequences if: (a) There has been paid to or deposited with the Trustee by or for the account of the Issuer, or provision satisfactory to the Trustee has been made for the payment of, a sum sufficient to pay: (i) if Senior Obligations are Outstanding: (A) all overdue installments of interest on all Senior Notes; (B) the principal of (and premium, if any, on) any Senior Notes which have become due otherwise than by such declaration of acceleration, together with interest thereon at the rate or rates borne by such Senior Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Senior Notes at the rate or rates borne by such Senior Notes; (D) all Other Senior Obligations which have become due other than as a direct result of such declaration of acceleration; (E) all other sums required to be credited to the Collection Fund and the Interest Account under the provisions of this Indenture; and (F) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any Paying Agents, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers; or (ii) if no Senior Obligations are Outstanding but Subordinate Obligations are Outstanding: (A) all overdue installments of interest on all Subordinate Notes; (B) the principal of (and premium, if any, on) any Subordinate Notes which have become due other than by such declaration of acceleration, together with interest thereon at the rate or rates borne by such Subordinate Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Subordinate Notes at the rate or rates borne by such Subordinate Notes; (D) all Other Subordinate Obligations which have become due otherwise as a direct result of such declaration of acceleration; (E) all other sums required to be credited to the Collection Fund and the Interest Account under the provisions of this Indenture; and (F) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any Paying Agents, Remarketing Agents, Tender Agents, Auction Agents and Broker-Dealers; or (iii) if no Senior Obligations and no Subordinate Obligations are Outstanding but Junior Subordinate Notes are Outstanding: (A) all overdue installments of interest on all Junior Subordinate Notes; (B) the principal of (and premium, if any, on) any Junior Subordinate Notes which have become due other than by such declaration of acceleration, together with interest thereon at the rate or rates borne by such Junior Subordinate Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Junior Subordinate Notes at the rate or rates borne by such Junior Subordinate Notes; (D) all Other Junior Subordinate Obligations which have become due otherwise as a direct result of such declaration of acceleration; (E) all other sums required to be credited to the Collection Fund and the Interest Account under the provisions of this Indenture; and (F) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any Paying Agents, Remarketing Agents, Tender Agents, Auction Agents and Broker-Dealers. (b) All Events of Default, other than the non-payment of the principal of Notes or Other Obligations which have become due solely by, or as a direct result of, such declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon. SECTION 6.03. OTHER REMEDIES; RIGHTS OF BENEFICIARIES. If an Event of Default has occurred and is continuing, the Trustee may (a) institute judicial proceedings in its own name and as or on behalf of a trustee of an express trust for the collection of all amounts then payable on the Notes and any Other Obligations or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes and Other Obligations moneys adjudged due; and (b) pursue any other available remedy by suit at law or in equity to enforce the covenants of the Issuer herein, including, without limitation, any remedy of a secured party under the Delaware Uniform Commercial Code, foreclosure and mandamus, and may pursue such appropriate judicial proceedings as the Trustee shall deem most effective to protect and enforce, or aid in the protection and enforcement of, the covenants and agreements herein. If an Event of Default shall have occurred and is continuing, and if it shall have been requested so to do by the Acting Beneficiaries Upon Default and shall have been indemnified to its reasonable satisfaction as provided in Section 7.01 hereof, the Trustee shall be obliged to exercise such one or more of the rights and powers conferred by this Section 6.03 as the Trustee, being advised by its Counsel, shall deem most expedient in the interests of the Beneficiaries; provided, however, that the Trustee shall have the right to decline to comply with any such request if the Trustee shall be advised by Counsel that the action so requested may not lawfully be taken or if the Trustee receives, before exercising such right or power, contrary instructions from the Acting Beneficiaries Upon Default. Notwithstanding any other provisions of this Article VI, if an "Event of Default" (as defined therein) occurs under a Swap Agreement or a Credit Enhancement Facility and, as a result, the Other Beneficiary that is a party thereto is entitled to exercise one or more remedies thereunder, such Other Beneficiary may exercise such remedies, including, without limitation, the termination of such agreement, as provided therein, in its own discretion; provided that the exercise of any such remedy shall not adversely affect the legal ability of the Trustee or Acting Beneficiaries Upon Default to exercise any remedy available hereunder. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Beneficiaries is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Beneficiaries hereunder or now or hereafter existing at law or in equity or by statute. The assertion or employment of any right or remedy hereunder shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient by the Trustee or the Acting Beneficiaries Upon Default, as the case may be. SECTION 6.04. DIRECTION OF PROCEEDINGS BY ACTING BENEFICIARIES UPON DEFAULT. The Acting Beneficiaries Upon Default shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture; provided that (a) such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture; (b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of Notes or Other Beneficiaries not taking part in such direction, other than by effect of the subordination of any of their interests hereunder; (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction and (d) the Trustee shall be indemnified to its reasonable satisfaction as provided in Section 7.01 hereof. SECTION 6.05. WAIVER OF STAY OR EXTENSION LAWS. To the extent that such rights may lawfully be waived, neither the Issuer nor anyone claiming through it or under it shall or will set up, claim, or seek to take advantage of any stay or extension laws now or hereafter in force, which may affect the covenants or agreements contained in this Indenture, or in the Notes, and the Issuer, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. SECTION 6.06. APPLICATION OF MONEYS. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article VI shall, after, except as otherwise provided in a Supplemental Indenture, payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities, disbursements and advances incurred or made by the Trustee and any counsel with respect thereto and any other outstanding fees and expenses of the Trustee (provided that any moneys or Investment Securities held pursuant to Section 9.01 hereof with respect to Notes no longer deemed Outstanding hereunder shall not be available for, nor be applied to, the payment of any such costs, expenses, liabilities or advances), be applied as follows (except that moneys received with respect to Credit Enhancement Facilities shall be applied only to the purposes for which such Credit Enhancement Facilities were provided, and shall be so applied prior to the application of other moneys as provided in this Section 6.06): (a) Unless the principal of all the Outstanding Notes shall have become or shall have been declared due and payable, all such moneys shall be applied: (i) to the payment to the Senior Beneficiaries of all installments of principal and interest then due on the Senior Notes and all Other Senior Obligations (except with respect to Senior Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the Senior Noteholders and to each Other Senior Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Senior Noteholders, as follows: (A) to the payment of all installments of interest (other than interest on overdue principal) then due and payable in the order in which such installments became due and payable, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment and other amounts, to the Senior Noteholders entitled thereto, without any discrimination or preference, and (B) to the payment of the unpaid principal of any of the Senior Notes which shall have become due and payable (other than Senior Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Notes at the respective rates specified therein from the respective dates upon which such Senior Notes became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Senior Notes by their stated terms due and payable on any particular date, then to the payment of such principal, ratably, according to the amount of such principal then due on such date, to the Senior Noteholders entitled thereto without any discrimination or preference); (ii) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment to the Subordinate Beneficiaries of all installments of principal and interest then due on the Subordinate Notes and all Other Subordinate Obligations (except with respect to Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the Subordinate Noteholders and to each Other Subordinate Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Subordinate Noteholders, as follows: (A) to the payment of all installments of interest (other than interest on overdue principal) then due and payable in the order in which such installments became due and payable, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment and other amounts, to the Subordinate Noteholders entitled thereto, without any discrimination or preference, and (B) to the payment of the unpaid principal of any of the Subordinate Notes which shall have become due and payable (other than Subordinate Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Notes at the respective rates specified therein from the respective dates upon which such Subordinate Notes became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Subordinate Notes by their stated terms due and payable on any particular date, then to the payment of such principal, ratably, according to the amount of such principal then due on such date, to the Subordinate Noteholders entitled thereto without any discrimination or preference); (iii) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment to the Junior Subordinate Beneficiaries of all installments of principal and interest then due on the Junior Subordinate Notes and all Other Junior Subordinate Obligations (except with respect to Junior Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the Junior Subordinate Noteholders and to each Other Junior Subordinate Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Junior Subordinate Noteholders, as follows: (A) to the payment of all installments of interest (other than interest on overdue principal) then due and payable in the order in which such installments became due and payable, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment and other amounts, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference, and (B) to the payment of the unpaid principal of any of the Junior Subordinate Notes which shall have become due and payable (other than Junior Subordinate Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Notes at the respective rates specified therein from the respective dates upon which such Junior Subordinate Notes became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Junior Subordinate Notes by their stated terms due and payable on any particular date, then to the payment of such principal, ratably, according to the amount of such principal then due on such date, to the Junior Subordinate Noteholders entitled thereto without any discrimination or preference); (iv) to the payment of the Holders of the Senior Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Senior Noteholders entitled thereto, without any discrimination or preference; (v) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment to the Holders of the Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Subordinate Noteholders entitled thereto, without any discrimination or preference; (vi) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment to the Holders of the Junior Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference; (vii) to the payment of termination, indemnity or other similar or extraordinary payments then due and payable to Swap Counterparties under Senior Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Senior Swap Counterparties entitled thereto, without any discrimination or preference; (viii) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment of termination, indemnity or other similar or extraordinary payments then due and payable to Swap Counterparties under Subordinate Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Subordinate Swap Counterparties entitled thereto, without any discrimination or preference; and (ix) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment of termination, indemnity or other similar or extraordinary payments then due and payable to Swap Counterparties under Junior Subordinate Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Junior Subordinate Swap Counterparties entitled thereto, without any discrimination or preference. (b) If the principal of all Outstanding Notes shall have become due or shall have been declared due and payable and such declaration has not been annulled and rescinded under the provisions of this Article VI, all such moneys shall be applied, as follows: (i) to the payment to the Senior Beneficiaries of the principal and interest then due and unpaid upon the Senior Notes and all Other Senior Obligations (except with respect to Senior Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Senior Beneficiary over any other Senior Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (ii) to the payment to the Subordinate Beneficiaries of the principal and interest then due and unpaid upon the Subordinate Notes and all Other Subordinate Obligations (except with respect to Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Subordinate Beneficiary over any other Subordinate Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (iii) to the payment to the Junior Subordinate Beneficiaries of the principal and interest then due and unpaid upon the Junior Subordinate Notes and all Other Junior Subordinate Obligations (except with respect to Junior Subordinate Swap Agreements, only amounts due in the ordinary course and not any termination, indemnity or other similar or extraordinary payment without satisfaction of a Rating Agency Condition), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Junior Subordinate Beneficiary over any other Junior Subordinate Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (iv) to the payment of the Holders of the Senior Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Senior Noteholders entitled thereto, without any discrimination or preference; (v) to the payment to the Holders of the Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Subordinate Noteholders entitled thereto, without any discrimination or preference; (vi) to the payment to the Holders of the Junior Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference; (vii) to the payment of termination, indemnity or other similar or extraordinary payments then due and unpaid to Swap Counterparties under Senior Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Senior Swap Counterparties entitled thereto, without any discrimination or preference; (viii) to the payment of termination, indemnity or other similar or extraordinary payments then due and unpaid to Swap Counterparties under Subordinate Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Subordinate Swap Counterparties entitled thereto, without any discrimination or preference; and (i) (ix) to the payment of termination, indemnity or other similar or extraordinary payments then due and unpaid to Swap Counterparties under Junior Subordinate Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Junior Subordinate Swap Counterparties entitled thereto, without any discrimination or preference. (c) If the principal of all the Outstanding Notes shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 6.02 hereof, then (subject to the provisions of paragraph (b) of this Section 6.06, in the event that the principal of all the Outstanding Notes shall later become or be declared due and payable) the money held by the Trustee hereunder shall be applied in accordance with the provisions of paragraph (a) of this Section 6.06. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 6.06, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposits with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Note until such Note shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all Notes and interest thereon and all Other Obligations have been fully paid under the provisions of this Section 6.06, and all expenses and charges of the Trustee have been paid, the Issuer and the Trustee shall be restored to their former positions hereunder. SECTION 6.07. REMEDIES VESTED IN TRUSTEE. All rights of action, including the right to file proof of claims under this Indenture or under any of the Notes may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Beneficiaries, and any recovery of judgment shall be for the equal benefit of all Beneficiaries in respect of which such judgment has been recovered. SECTION 6.08. LIMITATION ON SUITS BY BENEFICIARIES. Except as may be permitted in a Supplemental Indenture with respect to an Other Beneficiary, no Holder of any Note or Other Beneficiary shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder unless (a) an Event of Default shall have occurred and be continuing; (b) the Acting Beneficiaries Upon Default shall have made written request to the Trustee; (c) such Beneficiary or Beneficiaries shall have offered to the Trustee indemnity, as provided in Section 7.01 hereof; (d) the Trustee shall have thereafter failed for a period of 60 days after the receipt of the request and indemnification or refused to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by the Holders of not less than a majority in aggregate Principal Amount of the Notes then Outstanding; it being understood and intended that no one or more Holders of the Notes or any Other Beneficiary shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by his, her, its or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of the Holders of all Outstanding Notes and Other Beneficiaries hereunder as their interests may appear hereunder; provided, however, that, notwithstanding the foregoing provisions of this Section 6.08, the Acting Beneficiaries Upon Default may institute any such suit, action or proceeding in their own names for the benefit of the Holders of all Outstanding Notes and Other Beneficiaries hereunder. SECTION 6.09. UNCONDITIONAL RIGHT OF NOTEHOLDERS TO ENFORCE PAYMENT. Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of, premium, if any, and interest on such Note in accordance with the terms thereof and hereof and, upon the occurrence of an Event of Default with respect thereto, to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. SECTION 6.10. TRUSTEE MAY FILE PROOFS OF CLAIMS. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the property of the Issuer, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers) and of the Beneficiaries allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Remarketing Agent, Tender Agent, Auction Agent, Market Agent or Broker-Dealer to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. SECTION 6.11. UNDERTAKING FOR COSTS. The Issuer and the Trustee agree, and each Holder of any Note by his, her or its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.11 shall not apply to (a) any suit instituted by the Trustee; (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Principal Amount of the Notes; or (c) any suit instituted by any Noteholder for the enforcement of the payment of the principal of, premium, if any, or interest on any Note in accordance with Section 6.09 hereof. SECTION 6.12. TERMINATION OF PROCEEDINGS. In case the Trustee or any Beneficiary shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or such Beneficiary, then and in every such case the Issuer and the Trustee or such Beneficiary shall, subject to any final determination in such proceedings, be restored to their former positions and rights hereunder with respect to this Indenture, and all rights, remedies and powers of the Trustee and the Beneficiaries shall continue as if no such proceedings had been taken. SECTION 6.13. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT. The Trustee shall, unless the Trustee has declared the principal of and interest on all Outstanding Notes immediately due and payable in accordance with Section 6.02 hereof and a judgment or decree for payment of the money due has been obtained by the Trustee, waive any default or Event of Default hereunder and its consequences but only upon written request of the Acting Beneficiaries Upon Default; provided, however, that there shall not be waived (a) any Event of Default arising from the acceleration of the maturity of the Notes, except upon the rescission and annulment of such declaration as described in Section 6.02 hereof; (b) any Event of Default in the payment when due of any amount owed to any Beneficiary (including payment of principal of or interest on any Note) except with the consent of such Beneficiary or unless, prior to such waiver, the Issuer has paid or deposited (or caused to be paid or deposited) with the Trustee a sum sufficient to pay all amounts owed to such Beneficiary (including, to the extent permitted by law, interest upon overdue installments of interest); (c) any Event of Default arising from the failure of the Issuer to pay unpaid expenses of the Trustee, its agents and counsel, and any Authenticating Agent, Paying Agents, Note Registrar, Remarketing Agents, Tender Agents, Auction Agents, Market Agents and Broker-Dealers as required by this Indenture, unless, prior to such waiver, the Issuer has paid or deposited (or caused to be paid or deposited) with the Trustee sums required to satisfy such obligations of the Issuer under the provisions of this Indenture; or (d) any default in respect of a covenant or provision hereof which, under Article VIII hereof, cannot be modified or amended without the consent of the Holder of each Note affected thereby. No such waiver shall extend to any subsequent or other default or Event of Default, or impair any right consequent thereon. SECTION 6.14. INSPECTION OF BOOKS AND RECORDS. The Issuer covenants that if an Event of Default shall have happened and shall not have been remedied, the books of record and account of the Issuer relating to the Financed Student Loans and the Trust Estate, shall at all times be subject to the inspection and use of the Trustee and any Holder of at least 25% of the Principal Amount of the Notes Outstanding and of their respective agents and attorneys. The Issuer covenants that if an Event of Default shall have happened and shall not have been remedied, the Issuer will continue to account, as a trustee of an express trust, for all other money, securities and property pledged under this Indenture. ARTICLE VII FIDUCIARIES SECTION 7.01. ACCEPTANCE OF THE TRUSTEE. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following terms and conditions: (a) Except during the continuance of an Event of Default; (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform in form to the requirements of this Indenture; and the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (b) In case an Event of Default has occurred and is continuing of which an officer of the Trustee has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this subsection (c) shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by an officer or officers of the Trustee, unless it shall be conclusively determined that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer with respect to matters which the Issuer is entitled to direct hereunder or the Acting Beneficiaries Upon Default relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (d) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, custodians, nominees or employees and shall not be liable for the acts or omissions of such parties appointed with due care and shall be entitled to advice of Counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or admitted by it hereunder in good faith and in accordance with such advice or opinion of counsel, and may in all cases pay reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Trustee may act upon the opinion or advice of any Counsel or accountant selected by it in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction based on its good faith reliance upon such opinion or advice. (e) The Trustee shall not be responsible for any recital herein or in the Notes (except with respect to the certificate of the Trustee endorsed on the Notes), or for the filing or refiling of this Indenture, or for the validity of the execution by the Issuer of this Indenture, or of any Supplemental Indenture or instrument of further assurance, or for the sufficiency of the security for the Notes issued hereunder or intended to be secured hereby. (f) The Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any Paying Agent. (g) The Trustee may conclusively rely and shall be fully protected in acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of Counsel), affidavit, letter, telegram or other paper or document deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Holder of any Note shall be conclusive and binding upon all future Holders of the same Note and Notes issued in exchange therefor or in place thereof. (h) Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of no negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Issuer's Certificate delivered to the Trustee and such certificate, in the absence of no negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. (i) At any and all reasonable times, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect all books, papers and records of the Issuer pertaining to the Financed Student Loans, and to take such memoranda from and in regard thereto as may be desired. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee, in respect to the authentication of any Notes, the withdrawal of any cash or any action whatsoever within the purview of this Indenture, and any Authenticating Agent, in respect of the authentication of Notes, shall have the right, but shall not be required, to demand any showings, certificates, opinions (including opinions of Counsel), appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee or the Authenticating Agent, as the case may be, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Notes, the withdrawal of any cash, or the taking of any other action by the Trustee or the Authenticating Agent, as the case may be. (l) Before taking any action hereunder requested by Noteholders or by any Other Beneficiary, the Trustee may require that it be furnished an indemnity bond or other indemnity satisfactory to it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which results from the negligence or willful misconduct of the Trustee, by reason of any action so taken by the Trustee. (m) The Trustee shall periodically file Uniform Commercial Code continuation statements and take such other actions described in Section 4.10 hereof as required to maintain and continue the perfection of any security interests granted by the Issuer and the Eligible Lender Trustee as debtors to the Trustee as secured party hereunder. (n) (n) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits). SECTION 7.02. FEES, CHARGES AND EXPENSES OF THE TRUSTEE, PAYING AGENTS, NOTE REGISTRAR, AUTHENTICATING AGENTS, REMARKETING AGENTS, TENDER AGENTS, AUCTION AGENTS, MARKET AGENTS AND BROKER-DEALERS. The Trustee and each Paying Agent, Note Registrar, Authenticating Agent, Remarketing Agent, Tender Agent, Auction Agent, Market Agent and Broker-Dealer shall be entitled to payment and/or reimbursement for reasonable fees for services rendered hereunder (monthly in the case of the Trustee) and all advances, legal fees and other expenses reasonably and necessarily made or incurred by it in and about the execution of the trusts created by this Indenture and in and about the exercise and performance of the powers and duties of the Trustee and each Paying Agent, Note Registrar, Authenticating Agent, Remarketing Agent, Tender Agent, Auction Agent, Market Agent and Broker-Dealer hereunder and for the reasonable and necessary costs and expenses incurred in defending any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee, the Paying Agent, the Note Registrar, the Authenticating Agent, the Remarketing Agent, the Tender Agent, the Auction Agent, the Market Agent or the Broker-Dealer); provided that any moneys or Investment Securities held pursuant to Section 9.01 hereof with respect to Notes no longer deemed Outstanding hereunder, shall not be available for, nor be applied to, the payment of any such fees, advances, costs or expenses. The right of the Trustee to payment under this Section 7.02 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. As security for the performance of the Issuer under this Section or Section 7.21 hereof, after the occurrence of a Default the Trustee shall without further action or authorization have a lien and a right to set-off, prior to the lien of the Noteholders and all other Persons, upon the Trust Estate. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01 (o) or (p) with respect to the Issuer, if the surviving entity has failed to honor such obligation the expenses are intended to constitute expenses of administration under any insolvency law or under Title 11 of the United States Code. SECTION 7.03. NOTICE TO BENEFICIARIES IF DEFAULT OCCURS. The Trustee shall give to all Beneficiaries, in the manner provided in Section 10.04 hereof, notice of all Events of Default, and of all events which, with the passage of time or the giving of notice, or both, would become an Event of Default, known to the Trustee, within 90 days after the occurrence of such Event of Default or other event unless such Event of Default or other event shall have been cured before the giving of such notice; provided that, except in the case of Events of Default in the payment of the principal of, premium, if any, or interest on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of the Trustee in good faith determines that the withholding of such notice is in the interest of the Beneficiaries. SECTION 7.04. INTERVENTION BY TRUSTEE. In any judicial proceeding to which the Issuer is a party and which in the opinion of the Trustee and its Counsel has a substantial bearing on the interest of the Beneficiaries, the Trustee may intervene on behalf of Beneficiaries and shall do so if requested in writing by the Acting Beneficiaries Upon Default. The rights and obligations of the Trustee under this Section 7.04 are subject to the approval of a court of competent jurisdiction in the premises. SECTION 7.05. SUCCESSOR TRUSTEE, PAYING AGENTS, AUTHENTICATING AGENTS, AND TENDER AGENTS. Any corporation, association or agency into which the Trustee and any Paying Agent, any Authenticating Agent or any Tender Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Trustee, Paying Agent, Note Registrar, Authenticating Agent, or Tender Agent hereunder and vested with all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that no such merger, conversion or consolidation shall relieve the Trustee of its obligation to comply with Section 7.13 hereof. SECTION 7.06. RESIGNATION BY TRUSTEE, PAYING AGENTS, AUTHENTICATING AGENTS, AND TENDER Agents. The Trustee, any Paying Agent, any Authenticating Agent and any Tender Agent may at any time resign from the trusts and be discharged of the duties and obligations hereby created by giving 60 days' written notice to the Issuer and, in the case of the Trustee, a Paying Agent, an Authenticating Agent or a Tender Agent, by first-class mail to all Noteholders and Other Beneficiaries and such resignation shall take effect upon the appointment of a successor Trustee, Paying Agent, Authenticating Agent or Tender Agent. No such resignation of the Trustee shall become effective until the acceptance of appointment by a successor Trustee under Section 7.09 hereof. Upon the appointment and acceptance of a successor Trustee, the successor Trustee shall or upon appointment and acceptance of a successor Authenticating Agent, Paying Agent or Tender Agent, the Trustee shall, promptly cause written notice of such appointment to be given to all Noteholders and Other Beneficiaries in the manner provided in Section 10.04 hereof, which notice shall include the address of the Principal Office of such successor. If an instrument of acceptance by a successor Trustee, Paying Agent, Authenticating Agent or Tender Agent shall not have been delivered to the resigning Trustee, Paying Agent, Authenticating Agent or Tender Agent within 60 days after the giving of such notice of resignation, the resigning Trustee, Paying Agent, Authenticating Agent or Tender Agent may petition any court of competent jurisdiction for the appointment of a successor and any attorneys' fees incurred in connection with any such petition shall be payable by the Issuer. SECTION 7.07. REMOVAL OF TRUSTEE. The Issuer may at any time, subject to the provisions of this Article VII, remove the Trustee by Issuer Order. The Issuer shall remove the Trustee if at any time so requested by an instrument or concurrent instruments in writing, filed with the Trustee and the Issuer, and signed by the Holders of a majority in Principal Amount of the Notes then Outstanding or their attorneys-in-fact duly authorized. Notwithstanding the foregoing, the Trustee may not be removed during the existence of an Event of Default. In case the Trustee shall be dissolved, fail to comply with Section 7.13 hereof or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. No removal of the Trustee, and no appointment of a successor Trustee, pursuant to the provisions of this Article VII shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09 hereof. SECTION 7.08. APPOINTMENT OF SUCCESSOR TRUSTEE. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall, by Issuer Order, promptly appoint a successor trustee. If no successor trustee has been appointed and accepted appointment as herein provided after 60 days from the mailing of notice of resignation by the Trustee under Section 7.06 hereof, or from the date the Trustee is removed or otherwise incapable of acting hereunder, any Beneficiary or the Trustee may petition a court of competent jurisdiction to appoint a successor trustee. No appointment of a successor Trustee shall be effective without the written consent of all Other Beneficiaries, which consent shall not be unreasonably withheld. The Issuer shall promptly notify any Paying Agent, Authenticating Agent, Remarketing Agent and Tender Agent as to the appointment of any successor trustee and shall promptly cause written notice of such appointment to be given to all Noteholders and Other Beneficiaries in the manner provided in Section 10.04 hereof, which notice shall include the address of the Principal Office of the successor Trustee. SECTION 7.09. CONCERNING ANY SUCCESSOR TRUSTEE. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor, and to the Issuer, an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, assignment or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor as Trustee; but such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor Trustee, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and moneys and Balances held by it as Trustee hereunder to its successor together with an accounting of the Balances held by it hereunder and shall take such actions as may be necessary to cause any Credit Enhancement Facility to be transferred to the successor Trustee. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. SECTION 7.10. TRUSTEE PROTECTED IN RELYING UPON RESOLUTIONS, ETC. The resolutions, orders, requisitions, opinions, certificates and other instruments conforming to the requirements of this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the withdrawal of cash hereunder. SECTION 7.11. SUCCESSOR TRUSTEE AS CUSTODIAN OF FUNDS. In the event of a change in the office of Trustee the predecessor Trustee which has resigned or been removed shall cease to be custodian of the Funds and Accounts, and the successor Trustee shall be and become such custodian. SECTION 7.12. CO-TRUSTEE. At any time or times, for the purpose of (a) meeting any legal requirements of any state in which the Trustee determines it necessary to take any action hereunder; or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least 25% in aggregate Principal Amount of Notes Outstanding or of any Other Beneficiary, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee or co-trustees, jointly with the Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.08 hereof. If the Issuer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Issuer shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (a) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised, solely by the Trustee. (b) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees. (c) Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee. (d) Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise. (e) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12. Upon the request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. (f) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (g) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (h) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he or she shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing, constitute the Trustee, his, her or its attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on his, her or its behalf and in his, her or its name. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided. SECTION 7.13. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000 (and, with respect to any successor Trustee, having a rating of at least "Baa3" from Moody's unless a Rating Agency Condition is satisfied). If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.13, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect specified in this Article VII. Neither the Issuer nor any Person directly or indirectly controlling or controlled by, or under common control with, the Issuer shall serve as Trustee. SECTION 7.14. STATEMENT BY TRUSTEE OF FUNDS AND ACCOUNTS AND OTHER MATTERS. Not more than 30 days after the close of each Fiscal Year the Trustee shall furnish the Issuer and any Noteholder or Other Beneficiary filing with the Trustee a written request for a copy, a statement setting forth (to the extent applicable) in respect to such Fiscal Year, (a) all transactions relating to the receipt, disbursement and application of all moneys received by the Trustee pursuant to all terms of this Indenture; (b) the Balances held by the Trustee at the end of such Fiscal Year to the credit of each Fund and Account; (c) a brief description of all moneys, Financed Student Loans and Investment Securities held by the Trustee as part of the Balance of each Fund and Account as of the end of such Fiscal Year; (d) the Principal Amount of Notes of each series purchased by the Trustee during such Fiscal Year from moneys available therefor in any Fund pursuant to the provisions of this Indenture and the respective purchase price of such Notes; (e) the Principal Amount of Notes of each series retired, at their Stated Maturity or by prepayment, during such Fiscal Year and the Prepayment Prices thereof, if any; and (f) any other information which the Issuer may reasonably request. In addition, the Trustee shall furnish to the Issuer and the Market Agent on or before the fifteenth day of each calendar month a brief description of all moneys, Financed Student Loans and Investment Securities to the credit of each Fund and Account as of the last day of the preceding month. SECTION 7.15. TRUSTEE, AUTHENTICATING AGENT, NOTE REGISTRAR, PAYING AGENTS, REMARKETING AGENTS, TENDER AGENTS, AUCTION AGENTS, MARKET AGENTS AND BROKER-DEALERS MAY BUY, HOLD, SELL OR DEAL IN NOTES. The Trustee, any Authenticating Agent, any Note Registrar, any Paying Agent, any Remarketing Agent, any Tender Agent, any Auction Agent, any Market Agent or any Broker-Dealer and its directors, officers, employees or agents may, in good faith, buy, sell, own, hold and deal in any of the Notes and may join in any action which any Holder of a Note may be entitled to take, with like effect as if such Trustee, Authenticating Agent, Note Registrar, Paying Agent, Remarketing Agent, Tender Agent, Auction Agent, Market Agent or Broker-Dealer were not the Trustee, an Authenticating Agent, a Note Registrar, a Paying Agent, a Remarketing Agent, a Tender Agent, an Auction Agent, a Market Agent or a Broker-Dealer, as the case may be, under this Indenture. SECTION 7.16. AUTHENTICATING AGENT AND PAYING AGENTS; PAYING AGENTS TO HOLD MONEYS IN TRUST. Any Paying Agent for a series of Notes shall be appointed by or pursuant to a Supplemental Indenture providing for the issuance of such series of Notes. Each Paying Agent shall hold in trust for the benefit of the Holders of the Notes and the Trustee any sums held by such Paying Agent for the payment of the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes. Anything in this paragraph to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, cause to be paid to the Trustee all sums held in trust by any Paying Agent hereunder as required by this paragraph, such sums to be held by the Trustee upon the trusts herein contained, and such Paying Agent shall thereupon be released from all further liability with respect to such sums. Any Authenticating Agent for a series of Notes shall be appointed by or pursuant to a Supplemental Indenture providing for the issuance of such series of Notes. The Authenticating Agent shall have the power to act in the receipt, authentication and delivery of Notes in connection with transfers, exchanges and registrations hereunder. Each Authenticating Agent and Paying Agent other than the Trustee shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it by this Indenture by executing and delivering to the Issuer a written acceptance thereof under which, in the case of the Paying Agent, the Paying Agent will agree particularly: (a) to hold all sums held by it pursuant to this Indenture in trust for the benefit of the Holders of the Notes until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (b) at any time during the continuance of any Event of Default, upon the written request of the Trustee, to forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (c) in the event of the resignation or removal of such Paying Agent, pay over, assign and deliver any moneys, records or securities held by it as Paying Agent to its successor or, if there be no successor, to the Trustee. No Paying Agent shall be obligated to expend its own funds in paying Debt Service on, or Carry-Over Amounts (including accrued interest thereon) with respect to, the Notes. SECTION 7.17. REMOVAL OF AUTHENTICATING AGENT AND PAYING AGENTS; SUCCESSORS. Any Authenticating Agent and any Paying Agent may be removed at any time by an instrument filed with such Authenticating Agent or Paying Agent, as the case may be, and the Trustee and signed by the Issuer. Any successor Authenticating Agent or Paying Agent shall be appointed by the Issuer and shall be a bank having trust powers or trust company duly organized under the laws of any state of the United States or a national banking association having trust powers, having, in the case of a successor paying agent, a capital stock and surplus aggregating at least $25,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Indenture and any Supplemental Indenture. Upon the appointment and acceptance of a successor Authenticating Agent or Paying Agent, the Issuer shall promptly give written notice of such appointment to the Trustee and the Trustee shall promptly cause written notice thereof to be given to all Noteholders in the manner provided in Section 10.04 hereof, which notice shall include the address of the Principal Office of such successor. In the event of the resignation or removal of any Authenticating Agent or any Paying Agent, such Authenticating Agent or Paying Agent shall pay over, assign and deliver any moneys, records or securities held by it as Authenticating Agent (and Note Registrar, if appropriate) or Paying Agent, as the case may be, to its successors or, if there be no successor, to the Trustee. SECTION 7.18. APPOINTMENT AND QUALIFICATIONS OF TENDER AGENTS. The Issuer may, in a Supplemental Indenture, appoint a Tender Agent with respect to one or more series of Notes. The Tender Agent shall, by entering into a Tender Agent Agreement, designate to the Trustee its Principal Offices for the purposes of its functions as Tender Agent and, if applicable, Authenticating Agent and Note Registrar hereunder and signify its acceptance of the duties and obligations imposed upon it hereunder (including, if applicable, those of Authenticating Agent and Note Registrar) and under the Tender Agent Agreement, and under which the Tender Agent will agree, particularly: (a) to hold all Notes delivered to it hereunder in trust for the benefit of the respective Noteholders which shall have so delivered such Notes until moneys representing the purchase price of such Notes shall have been delivered to or for the account of or to the order of such Noteholders; (b) to hold all moneys delivered to it hereunder for the purchase of Notes in trust for the benefit of the person or entity which shall have so delivered such moneys until the Notes purchased with such moneys shall have been delivered to or for the account of such person or entity; and (c) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer and the Trustee at all reasonable times. The Issuer shall cooperate with the Tender Agent and the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein will be made available for the purchase of the Notes which are required to be tendered on a Tender Date and whereby Notes, executed by the Issuer and authenticated by the Trustee or the Authenticating Agent, shall be made available to the Remarketing Agent, the Trustee or the Tender Agent to the extent necessary for delivery pursuant the applicable provisions of the related Supplemental Indenture. The Tender Agent shall be a commercial bank or trust company duly organized under the laws of the United States or any state or territory thereof, having its Principal Office for the performance of its functions as Tender Agent hereunder located in New York, New York, having a combined capital stock, surplus and undivided profits of at least $100,000,000 and authorized by law to perform all the duties imposed upon it by this Indenture (including, if applicable, those of Authenticating Agent and Note Registrar) and the Tender Agent Agreement. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Tender Agent Agreement (including such duties and obligations as Note Registrar and Authenticating Agent hereunder) by giving at least 60 days' notice to the Issuer, the Trustee and any related Credit Facility Provider, provided that such resignation shall not be effective until the appointment of a successor Tender Agent by the Issuer. The Tender Agent may be replaced at any time, at the direction of the Issuer, by an instrument, signed by an Authorized Officer of the Issuer, filed with the Remarketing Agent, the Tender Agent, the Trustee and any related Credit Facility Provider at least 60 days prior to the effective date of such replacement, provided that such replacement shall not be effective until the appointment of a successor Tender Agent by the Issuer. Upon the appointment and acceptance of a successor Tender Agent, the Issuer shall promptly give written notice of such appointment to the Trustee and the Trustee shall promptly cause written notice thereof to be given to all Noteholders in the manner provided in Section 10.04 hereof, which notice shall include the address of the Principal Office of such successor. In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys, Notes and records held by it in such capacity (including any such moneys, Notes and records held by it as Authenticating Agent and Note Registrar) to its successor or, if there be no successor, to the Trustee. In the event that the Tender Agent shall be removed or be dissolved, or if the property or affairs of the Tender Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Tender Agent, the Trustee, notwithstanding the foregoing provisions of this Section 7.18, shall ipso facto be deemed to be the Tender Agent for all purposes of this Indenture until the appointment by the Issuer of the successor Tender Agent, and the Trustee shall be required to perform the functions of the Tender Agent (and, if applicable, of Note Registrar and Authenticating Agent) as set forth in this Indenture and the Tender Agent Agreement. SECTION 7.19. REMARKETING AGENTS. The Issuer may, in a Supplemental Indenture, appoint a Remarketing Agent with respect to one or more series of Notes. The Remarketing Agent shall designate its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by entering into a Remarketing Agreement under which the Remarketing Agent will agree, particularly: (a) to determine any variable interest rate in accordance with the applicable provisions of the related Supplemental Indenture; (b) to determine any fixed interest rate in accordance with the applicable provisions of the related Supplemental Indenture; (c) to hold all Notes delivered to it hereunder in trust for the benefit of the respective Noteholders which shall have so delivered such Notes until moneys representing the purchase price of such Notes shall have been delivered to or for the account of or to the order of such Noteholders; (d) to hold all moneys delivered to it hereunder for the purchase of Notes in trust for the benefit of the person or entity which shall have so delivered such moneys until the Notes purchased with such moneys shall have been delivered to or for the account of such person or entity; and (e) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer and the Trustee at all reasonable times. SECTION 7.20. QUALIFICATIONS OF REMARKETING AGENTS. The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., have a capitalization of at least $50,000,000 and be authorized by law to perform all the duties imposed upon it by this Indenture and the Remarketing Agreement. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture and the Remarketing Agreement (a) by giving at least 60 days' notice to the Issuer, the Trustee, the Tender Agent and any related Credit Facility Provider, provided that such resignation shall not be effective until a successor Remarketing Agent has been appointed by the Issuer and any related Credit Facility Provider has consented in writing thereto, which consent shall not be unreasonably withheld; or (b) by giving notice to the Issuer, the Trustee and the Tender Agent under the circumstances set forth in the Remarketing Agreement. The Remarketing Agent may be replaced at any time, at the direction of the Issuer, by an instrument signed by an Authorized Officer of the Issuer, filed with the Remarketing Agent, the Trustee, the Tender Agent and any related Credit Facility Provider, provided that such replacement shall not be effective until a successor Remarketing Agent has been appointed by the Issuer and any related Credit Facility Provider has consented in writing thereto, which consent shall not be unreasonably withheld. In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Notes held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Remarketing Agent shall resign, be removed or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Remarketing Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section 7.20, shall ipso facto be deemed to be the Remarketing Agent for all purposes of this Indenture until the appointment by the Issuer of the successor Remarketing Agent; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Notes or to determine the interest rate on the Notes. Nothing in this Section 7.20 shall be construed as conferring on the Trustee additional duties other than as set forth herein. SECTION 7.21. INDEMNIFICATION OF THE TRUSTEE. The Issuer agrees to indemnify and hold harmless the Trustee and its officers, directors, employees, representatives and agents from and against, and reimburse the Trustee for, any and all loss, liability, claims, obligations, damages, injuries, (to person, property or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable agents fees and expenses) of whatever kind or nature regardless of their merit incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including without limitation the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; provided, however, that any such indemnification shall be payable solely out of the Trust Estate. The provisions of this Section 7.21 shall survive the termination of this agreement or the earlier resignation or removal of the Trustee. ARTICLE VIII SUPPLEMENTAL INDENTURES SECTION 8.01. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF BENEFICIARIES. The Issuer and the Trustee may, from time to time and at any time, without the consent of, or notice to, any of the Noteholders or any Other Beneficiary (except to the extent, if any, required pursuant to a Supplemental Indenture authorizing the issuance of a series of Notes), and when so required by this Indenture shall, enter into an indenture or indentures supplemental to this Indenture as shall not be inconsistent with the terms and provisions hereof (which Supplemental Indenture or Indentures shall thereafter form a part hereof), so as to thereby (a) cure any ambiguity or formal defect or omission in this Indenture or in any Supplemental Indenture; (b) grant to or confer upon the Trustee for the benefit of the Beneficiaries any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Beneficiaries or the Trustee; (c) describe or identify more precisely any part of the Trust Estate or subject additional revenues, properties or collateral to the lien and pledge of this Indenture; (d) evidence the appointment of a separate trustee or a co-trustee or the succession of a new Trustee hereunder; (e) authorize issuance of a series of Notes, subject to the requirements of Article II hereof; (f) modify, eliminate and/or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar Federal statute enacted after the date of this Indenture, and to add to this Indenture such other provisions as may be expressly permitted by said Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of said Trust Indenture Act of 1939; (g) modify this Indenture (including deletions of or changes to provisions of this Indenture or additions to this Indenture or any combination of deletions, changes and additions) as required by any Credit Facility Provider or Swap Counterparty, or otherwise necessary to give effect to any Credit Enhancement Facility, Swap Agreement or Swap Counterparty Guaranty authorized to be obtained or entered into under Section 2.12 hereof, at the time of issuance of a series of Notes to which such agreements relate; provided that the Rating Agency Condition is met with respect to such modifications; and provided further that no such modifications shall be effective (i) if the consent of any Noteholders would be required therefor under the proviso contained in Section 8.02 hereof and such consent has not been obtained; or (ii) if the Trustee shall determine that such modifications are to the prejudice of any Other Beneficiary; (h) create additional Funds, Accounts or subaccounts as authorized by Section 4.01 hereof; (i) to provide for the creation of one or more additional classes of Notes or Other Obligations; provided, (i) that no such class of Notes or Other Obligations may be senior in any respect to any previously created such class of Notes or Other Obligations any of which are then Outstanding, except to the extent specifically authorized or permitted by the Supplemental Indenture authorizing such previously created class or except to the extent consented to by each Beneficiary who would be adversely affected thereby; and (ii) that the Rating Agency Condition is met with respect to such additional classes of Notes or Other Obligations; (j) make any other change in this Indenture if the Rating Agency Condition shall have been satisfied with respect thereto and the Rating Agency shall have received either a certificate of an Authorized Officer of the Issuer that such change is not to the material prejudice of the Beneficiaries or an opinion of counsel to the effect that such change is not to the material prejudice of the Beneficiaries; or (k) make any other change if the Trustee shall have received an opinion of counsel to the effect that such change is not to the material prejudice of the Beneficiaries. SECTION 8.02. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BENEFICIARIES. Exclusive of Supplemental Indentures covered by Section 8.01 hereof and subject to the terms and provisions contained in this Section 8.02, and not otherwise, the Trustee (upon receipt of an instrument evidencing the consent to the below-mentioned Supplemental Indenture by: (a) if they are affected thereby, the Holders of not less than two-thirds of the aggregate Principal Amount of the Outstanding Senior Notes; (b) if they are affected thereby, the Holders of not less than two-thirds of the aggregate Principal Amount of the Outstanding Subordinate Notes; (c) if they are affected thereby, the Holders of not less than two-thirds of the Aggregate Principal Amount of the Outstanding Junior Subordinate Notes; and (d) each other Person which must consent to such Supplemental Indenture as provided in any then outstanding Supplemental Indenture authorizing the issuance of a series of Notes or any Other Obligation) shall join with the Issuer in the execution of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing contained in this Article VIII shall permit or be construed as permitting without the consent of the Holder of each Note and each Other Beneficiary which would be affected thereby (i) an extension of the maturity of the principal of or the interest on any Note, whether at the Stated Maturity thereof, on a Sinking Fund Payment Date or otherwise; or (ii) a reduction in the Principal Amount, Prepayment Price or purchase price of any Note or the rate of interest thereon; or (iii) a privilege or priority of any Senior Obligation over any other Senior Obligation; (iv) a privilege or priority of any Subordinate Obligation over any other Subordinate Obligation; or (v) a privilege of any Senior Notes over any Subordinate Notes or Junior Subordinate Notes, other than as provided herein; or (vi) a privilege of any Subordinate Notes over any Junior Subordinate Notes, other than as provided herein; or (vii) the surrendering of a privilege or a priority granted hereby if, in the judgment of the Trustee, to the detriment of another Beneficiary hereunder; or (viii) a reduction or an increase in the aggregate Principal Amount of the Notes required for consent to such Supplemental Indenture; or (ix) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted; or (x) any Beneficiary to be deprived of the lien hereby created on the rights, title, interest, privileges, revenues, moneys and securities pledged hereunder; or (xi) the modification of any of the provisions of this Section 8.02; or (xii) the modification of any provision of a Supplemental Indenture which states that it may not be modified without the consent of the Holders of Notes issued pursuant thereto or any Notes of the same class or any Beneficiary that has provided a Credit Enhancement Facility or Swap Agreement of such class. For purposes of this Indenture, Notes are deemed "affected" by an amendment if such amendment adversely affects or diminishes the rights of the Holders thereof to be assured of the payment of principal of, premium, if any, and interest on and any Carry-Over Amount (and accrued interest thereon) with respect to such Notes, taking into account the priorities between classes of Notes theretofore prescribed hereby. The Trustee may in its discretion determine whether any Notes would be affected by any amendment and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered under this Indenture. The Trustee shall not be liable for any such determination made in good faith. If at any time the Issuer shall request the Trustee to enter into any such Supplemental Indenture for any of the purposes of this Section 8.02, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be mailed to each Holder of an Outstanding Note in accordance with the provisions of Section 10.04 hereof and to each Other Beneficiary. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the Principal Office of the Trustee for inspection by all Beneficiaries. The Trustee shall not, however, be subject to any liability to any Noteholder or any Other Beneficiary by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided in this Section 8.02. If, at the time of the execution of any such Supplemental Indenture, the Holders of Notes and each other Beneficiary shall have consented to and approved the execution thereof as herein provided, no Beneficiary shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture as in this Section 8.02 permitted and provided this Indenture shall be and be deemed to be modified and amended in accordance therewith. SECTION 8.03. RIGHTS OF TRUSTEE. If, in the opinion of the Trustee, any Supplemental Indenture provided for in this Article VIII adversely affects the rights, duties or immunities of the Trustee under this Indenture or otherwise, the Trustee may, in its discretion, decline to execute such Supplemental Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of its Counsel as conclusive evidence that any such Supplemental Indenture conforms to the requirements of this Indenture. SECTION 8.04. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any default hereunder with respect to the Notes, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder to which a Responsible Officer of the Trustee has actual knowledge or is in receipt of a written notice thereof in accordance with the terms of this Indenture, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest with respect to any Note, or in the payment of any sinking fund installment with respect to the Notes, the Trustee shall be protected in withholding such notice if and so long as an authorized officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Noteholders. For the purpose of this Section 8.04, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes. SECTION 8.05. CONFORMITY WITH THE TRUST INDENTURE ACT. Every Supplemental Indenture executed pursuant to this Article VIII shall conform to the requirements of the TIA as then in effect. SECTION 8.06. CONSENT OF TENDER AGENTS. So long as any Tender Agent Agreement is in effect, (a) no Supplemental Indenture which materially adversely affects the rights, duties or immunities of the Tender Agent created by this Indenture or the Tender Agent Agreement (including, if applicable, such duties and obligations as Note Registrar and Authenticating Agent hereunder) shall become effective unless and until delivery to the Trustee of a written consent of the Tender Agent to such Supplemental Indenture; and (b) the Trustee shall promptly furnish to the Tender Agent a copy of each Supplemental Indenture. SECTION 8.07. CONSENT OF REMARKETING AGENTS. So long as any Remarketing Agreement is in effect, (a) no Supplemental Indenture which materially adversely affects the rights, duties or immunities of the Remarketing Agent created by this Indenture or the Remarketing Agreement shall become effective unless and until delivery to the Trustee of a written consent of the Remarketing Agent to such Supplemental Indenture; and (b) the Trustee shall promptly furnish to the Remarketing Agent a copy of each Supplemental Indenture. SECTION 8.08. CONSENT OF AUCTION AGENTS. So long as any Auction Agent Agreement is in effect, (a) no Supplemental Indenture which materially adversely affects the rights, duties or immunities of the Auction Agent created by this Indenture or the Auction Agent Agreement shall become effective unless and until delivery to the Trustee of a written consent of the Auction Agent to such Supplemental Indenture; and (b) the Trustee shall promptly furnish to the Auction Agent a copy of each Supplemental Indenture. SECTION 8.09. CONSENT OF BROKER-DEALERS. So long as any Broker-Dealer Agreement is in effect, (a) no Supplemental Indenture which materially adversely affects the rights, duties or immunities of the Broker-Dealer created by this Indenture or the Broker-Dealer Agreement shall become effective unless and until delivery to the Trustee of a written consent of the Broker-Dealer to such Supplemental Indenture; and (b) the Trustee shall promptly furnish to the Broker-Dealer a copy of each Supplemental Indenture. SECTION 8.10. CONSENT OF MARKET AGENTS. So long as any Market Agent Agreement is in effect, (a) no Supplemental Indenture which materially adversely affects the rights, duties or immunities of the Market Agent created by this Indenture or the Market Agent Agreement shall become effective unless and until delivery to the Trustee of a written consent of the Market Agent to such Supplemental Indenture; and (b) the Trustee shall promptly furnish to the Market Agent a copy of each Supplemental Indenture. ARTICLE IX DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED NOTES SECTION 9.01. DISCHARGE OF LIENS AND PLEDGES; NOTES NO LONGER OUTSTANDING AND DEEMED TO BE PAID HEREUNDER. The obligations of the Issuer under this Indenture, and the liens, pledges, charges, trusts, covenants and agreements of the Issuer herein made or provided for, shall be fully discharged and satisfied as to any Note and such Note shall no longer be deemed to be Outstanding hereunder: (a) when such Note shall have been canceled, or shall have been purchased by the Trustee from moneys held by it under this Indenture; or (b) as to any Note not canceled or so purchased, when payment of the principal of and the applicable prepayment premium, if any, on such Note, plus interest on such principal to the due date thereof (whether such due date be by reason of Stated Maturity or upon prepayment, or otherwise); either (i) shall have been made or caused to be made in accordance with the terms hereof; or (ii) shall have been provided for by irrevocably depositing with the Trustee and irrevocably appropriating and setting aside exclusively for such payment; (A) moneys sufficient to make such payment; or (B) Government Obligations maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment, and all necessary and proper fees, compensation and expenses of the Trustee, any Remarketing Agents, any Tender Agents, any Auction Agents, any Market Agents, any Broker-Dealers, any Authenticating Agents, the Note Registrar and any Paying Agents pertaining to the Note with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee, said Remarketing Agents, said Tender Agents, said Auction Agents, said Market Agents, said Broker-Dealers, said Authenticating Agents, said Note Registrar and said Paying Agents. Any deposit under the preceding clause (ii) shall be accompanied by an Issuer Certificate certifying that the moneys and Government Obligations so appropriated and set aside are sufficient, and will mature as needed, to pay the principal, premium, if any, and interest due on the Note with respect to which such deposit has been made on the Stated Maturity or Prepayment Date thereof and on each Interest Payment Date on and prior to such Stated Maturity or Prepayment Date. At such time as a Note shall be deemed to be no longer Outstanding hereunder, as aforesaid, such Note shall cease to draw interest from the due date thereof (whether such due date be by reason of Stated Maturity, or upon prepayment or by declaration as aforesaid, or otherwise) and, except for the purposes of any such payment from such moneys or Investment Securities, shall no longer be secured by or entitled to the benefits of this Indenture. Notwithstanding the foregoing, (a) in the case of Notes which by their terms may be prepaid prior to their Stated Maturities, no deposit under clause (ii) of subparagraph (b) above shall constitute such payment, discharge and satisfaction as aforesaid, as to all such Notes which are to be paid prior to their respective Stated Maturities, until proper notice of such prepayment shall have been previously given in accordance with Section 3.04 hereof or provision satisfactory to the Trustee shall have been irrevocably made for the giving of such notice, and (b) in the case of Notes which may be required to be purchased on a Tender Date, no deposit under clause (ii)(B) of subparagraph (b) above shall constitute such payment, discharge and satisfaction as aforesaid. Any such moneys so deposited with the Trustee as provided in this Section 9.01 may at the direction of the Issuer also be invested and reinvested in Government Obligations maturing in the amounts and time as hereinbefore set forth, and all income from all Government Obligations in the hands of the Trustee pursuant to this Section 9.01 which is not required for the payment of the Notes and interest and premium thereon with respect to which such moneys shall have been so deposited shall (a) if any Notes are then Outstanding, be deposited in the Collection Fund as and when realized and collected, for use and application as are other moneys credited to such Fund and (b) if no Notes are then Outstanding and no amounts are owed to any Other Beneficiaries hereunder, be paid to the Issuer. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Note, the right to transfer and exchange such Note pursuant to Section 2.07, and any rights to have such Note purchased on a Tender Date, shall survive. Notwithstanding any provision of any other Section of this Indenture which may be contrary to the provisions of this Section 9.01, all moneys or Investment Securities set aside and held in trust pursuant to the provisions of this Section 9.01 for the payment of the principal of, premium, if any, and interest on Notes shall be applied to and used solely for the payment of the principal of, premium, if any, and interest on the particular Note with respect to which such moneys and Investment Securities have been so set aside in trust. Anything in Article VIII hereof to the contrary notwithstanding, if moneys or Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 9.01 for the payment of Notes and such Notes shall be deemed to have been paid and to be no longer Outstanding hereunder as provided in this Section 9.01, but such Notes shall not have in fact been actually paid in full, no amendment to the provisions of this Article IX shall be made without the consent of the Holder of each Note affected thereby. The Issuer may at any time cause to be canceled any Notes previously executed and delivered, which the Issuer may have acquired in any manner whatever, and such Notes upon such surrender for cancellation shall be deemed to be paid and no longer Outstanding hereunder. The obligations of the Issuer under this Indenture, and the liens, pledges, charges, trusts, covenants and agreements of the Issuer herein made or provided for, shall be fully discharged and satisfied as to any Credit Enhancement Facility or Swap Agreement in the manner and with the effect provided in the Supplemental Indenture providing for such Credit Enhancement Facility or Swap Agreement. Notwithstanding the foregoing provisions of this Section 9.01, no Note shall be defeased hereunder if, after giving effect to the defeasance, the requirements in Section 3.02 hereof are not met on the date such Note is to be defeased, treating, for purposes of said Section 3.02, any Note that is to be defeased as being prepaid on the date it is to be defeased at an assumed Prepayment Price equal to the Principal Amount thereof with interest accrued thereon to the date of defeasance, plus, if the Note is to be prepaid under this Section 9.01 at a Prepayment Price greater than the Principal Amount thereof, a premium equal to the amount by which the Prepayment Price exceeds such Principal Amount. SECTION 9.02. NOTES NOT PRESENTED FOR PAYMENT WHEN DUE; MONEYS HELD FOR THE NOTES AFTER DUE DATE OF NOTES. Subject to the provisions of the next sentence of this paragraph, if any Note shall not be presented for payment when the principal thereof shall become due, whether at Stated Maturity, at the date fixed for redemption in full or otherwise, and if moneys or Investment Securities described in subdivision (a) of the definition thereof in Section 1.01 hereof shall at such due date be held by the Trustee, or a Paying Agent therefor, in trust for that purpose sufficient and available to pay the principal of and premium, if any, on such Note, together with all interest due on such principal to the due date thereof or to the date fixed for redemption thereof, all liability of the Issuer for such payment shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee, or such Paying Agent, to hold said moneys or Investment Securities without liability to the Holder of such Note for interest thereon, in trust for the benefit of the Holder of such Note, who thereafter shall be restricted exclusively to said moneys or Investment Securities for any claim of whatever nature on his, her or its part on or with respect to said Note, including any claim for the payment thereof. In the event any such moneys or Investment Securities, or any other moneys or Investment Securities with respect to interest due and payable on any Note prior to the Maturity thereof, held by the Trustee or any Paying Agent for the Holders of such Notes remain unclaimed as of (a) 55 days after the principal of or interest on the respective Notes with respect to which such moneys or Investment Securities have been so set aside has become due and payable (whether at Stated Maturity, redemption or otherwise), the Trustee shall, within five days thereafter, give notice thereof to the Holders of such Notes in the same manner as a notice of redemption given in accordance with Section 3.04 hereof; and (b) two years after the principal of or interest on such Notes has become due and payable as aforesaid, the Trustee or such Paying Agent, as the case may be, shall, without further request by the Issuer, pay such moneys and Investment Securities, to the extent permitted by law, to the Issuer against a written receipt therefor, and otherwise hold or dispose of such moneys and Investment Securities as required by law; provided that, if applicable law requires the Trustee or any Paying Agent to dispose of any such moneys or Investment Securities prior to the end of the period described in the preceding clause (b), disposition of such moneys and Investment Securities shall be made at the time and otherwise in accordance with such law. ARTICLE X MISCELLANEOUS SECTION 10.01. CONSENT, ETC., OF NOTEHOLDERS. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by Noteholders may be in any number of writings of similar tenor and may be signed or executed by such Noteholders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Notes, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Issuer, any Paying Agent, any Remarketing Agent, any Tender Agent, any Auction Agent, any Market Agent, any Broker-Dealer or the Trustee with regard to any action taken by it under such consent, request, direction, approval, objection or other instrument, namely: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgements within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Notes, the numbers and other identification of such Notes, and the date of holding the same shall be proved by the Note Register. SECTION 10.02. LIMITATION OF RIGHTS. With the exception of rights herein conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Notes is intended or shall be construed to give to any Person other than the parties hereto, any Authenticating Agent, each Paying Agent, each Remarketing Agent, each Tender Agent, each Auction Agent, each Market Agent, each Broker-Dealer and the Beneficiaries, any legal or equitable right, remedy, or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained; this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, any Authenticating Agent, each Paying Agent, each Remarketing Agent, each Tender Agent, each Auction Agent, each Market Agent, each Broker-Dealer and the Beneficiaries as herein provided. SECTION 10.03. SEVERABILITY. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture contained shall not affect the remaining portions of this Indenture or part thereof. SECTION 10.04. NOTICES. (a) All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, with proper address as indicated below or, as to Other Beneficiaries, to a proper address specified in or pursuant to a Supplemental Indenture. The Issuer, the Trustee and any Rating Agency may, by written notice given by each to the others, designate any other address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Indenture. Until otherwise provided by the respective parties, all notices, certificates and communications to each of them shall be addressed as follows: To the Issuer: College Loan Corporation Trust I c/o Wilmington Trust Company, as Delaware Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration with a copy to the General Counsel at the same address and a copy to the Sponsor at the address below. To the Eligible Lender Trustee: Deutsche Bank Trust Company Americas 60 Wall Street MS NYC 03-0918 New York, NY 10005 Attention: Corporate Trust & Agency Services with a copy to: Deutsche Bank Trust Company Americas 280 Park Avenue New York, NY 10005 Attention: Corporate Trust & Agency Services To the Trustee: Deutsche Bank Trust Company Americas 60 Wall Street MS NYC 03-0918 New York, NY 10017 Attention: Corporate Trust & Agency Services with a copy to: Deutsche Bank Trust Company Americas 280 Park Avenue New York, NY 10017 Attention: Corporate Trust & Agency Services To the Delaware Trustee: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration To the Sponsor: College Loan LLC W. Bernardo Drive, Suite 270 San Diego, California 92127 Attention: Cary Katz To S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 Attention: Asset-Backed Surveillance Group To Moody's: Moody's Investors Service, Inc. 99 Church Street 4th Floor New York, New York 10007 Attention: Structured Finance Group (b) Except as is otherwise provided in this Indenture, any provision in this Indenture for the mailing of notice or other instrument to Holders of Notes shall be fully complied with if it is mailed by first-class mail, postage prepaid, to each Holder of Notes outstanding at the address appearing on the Note Register. SECTION 10.05. COUNTERPARTS. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 10.06. INDENTURE CONSTITUTES A SECURITY AGREEMENT. An executed counterpart or certified copy of this Indenture delivered to and accepted by the Trustee shall constitute a security agreement pursuant to and for all purposes of the Uniform Commercial Code of the State of New York and of any other state or jurisdiction. SECTION 10.07. PAYMENTS DUE ON NON-BUSINESS DAYS. Except as may be otherwise provided in a Supplemental Indenture, in any case where the principal of, premium, if any, or interest on the Notes or amounts due to any Beneficiary shall be due on a day other than a Business Day, then payment of such principal, premium and interest may be made on the next succeeding Business Day with the same force and effect as if made on the date due and no interest shall accrue for the intervening period. SECTION 10.08. NOTICES TO RATING AGENCIES. So long as any Outstanding Notes are rated by a Rating Agency, the Trustee agrees to give the Rating Agency prompt written notice of the appointment of any successor Trustee and copies of any notices given pursuant to Articles VI or VII hereof. SECTION 10.09. GOVERNING LAW. This Indenture shall be governed by and be construed in accordance with the laws of the State of New York without giving effect to the conflicts-of-laws principles thereof. This Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. SECTION 10.10. RIGHTS OF OTHER BENEFICIARIES. All rights of any Other Beneficiary under this Indenture to consent to or direct certain remedies, waivers, actions and amendments hereunder shall cease for so long as such Other Beneficiary is in default of any of its obligations or agreements under the Swap Agreement or the Credit Enhancement Facility by reason of which such Person is an Other Beneficiary. SECTION 10.11. SUBCONTRACTING BY ISSUER. The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Issuer Certificate shall be deemed to be action taken by the Issuer. SECTION 10.12. ROLE OF ELIGIBLE LENDER TRUSTEE. The Eligible Lender Trustee has entered into this Indenture for the sole purpose of pledging, hypothecating, assigning and granting a security interest in its right, title and interest in the Financed Student Loans and related documentation and contracts, all as provided in the Granting Clauses and Sections 5.07 and 5.15 hereof. The Eligible Lender Trustee shall have no responsibility or liability for the payment of the Note or the performance of any other obligation of the Issuer hereunder, except to the extent of such pledge, hypothecation, assignment and grant. SECTION 10.13. LIMITATION OF LIABILITY. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer; (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, 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 Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related document. ARTICLE XI REPORTING REQUIREMENTS SECTION 11.01. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will cause each Servicer to deliver to the Issuer Administrator, each Rating Agency and the Trustee, on or before March 15 of each year, beginning with March 15, 2004, a certificate dated as of December 31 of the preceding year stating that (a) a review of the activities of the applicable Servicer during the preceding calendar year (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2003) and of its performance under the applicable Servicing Agreement has been made under the supervision of the officer signing such certificate; and (b) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under the applicable Servicing Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and statue thereof. SECTION 11.02. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. Within 75 days of the end of each Servicer's regular fiscal-year or calendar-year audit period, the Issuer shall cause each Servicer, at its expense, to cause a firm of independent public accountants to furnish a statement to each Rating Agency, the Issuer Administrator and the Trustee to the effect that such firm has examined certain documents and records relating to the servicing of the Financed Student Loans (during the preceding year) in compliance with the standards for Compliance Audits Attestation Engagements for Lenders and Lender Servicers Participating in the Federal Family Education Loan Program and that, on the basis of such examination, such servicing has been conducted in compliance with such servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, requires it to report and which are set forth in such report. SECTION 11.03. ISSUER ADMINISTRATOR'S CERTIFICATE. Each month, not later than the fifteenth day of each month, the Issuer shall cause the Issuer Administrator to deliver to the Trustee, an Officer's Certificate certifying to the accuracy of the monthly statement contemplated by Section 11.04. SECTION 11.04. STATEMENTS TO NOTEHOLDERS. On or before the fifteenth day of each month, the Issuer shall provide or cause to be provided to the Trustee (with a copy to the Rating Agencies), a statement setting forth information with respect to the Notes and Financed Student Loans as of the end of the preceding month, the following to the extent applicable: (a) the amount of payments with respect to each series of Notes paid with respect to principal during the preceding month; (b) the amount of payments with respect to each series of Notes paid with respect to interest during the preceding month; (c) the amount of the payments allocable to any interest that was carried over together with the amount of any remaining outstanding interest that was carried over; (d) the principal balance of Financed Student Loans as of the close of business on the last day of the preceding month; (e) the aggregate outstanding principal amount of the Notes of each series as of the close of business on the last day of the preceding month, after giving effect to payments allocated to principal reported under paragraph (a) above; (f) the interest rate for any series of variable rate Notes, indicating how such interest rate is calculated; (g) the amount of the servicing fees allocated to the Servicers as of the close of business on the last day of the preceding month; (h) the amount of the Administration Fee, any auction agent fees, market agent fees, calculation agent fees, broker-dealer fees, if any, fees paid to the Delaware Trustee, the Trustee and the Eligible Lender Trustee, all allocated as of the close of business on the last day of the preceding month; (i) the amount of principal and interest received during the preceding month relating to Financed Student Loans; (j) the amount of the payment attributable to amounts in the Reserve Fund, the amount of any other withdrawals from the Reserve Fund and the balance of the Reserve Fund as of the close of business on the last day of the preceding month; (k) the portion, if any, of the payments attributable to amounts on deposit in the Acquisition Fund; (l) the aggregate amount, if any, paid by the Trustee to acquire Student Loans from amounts on deposit in the Acquisition Fund during the preceding month; (m) the amount remaining in the Acquisition Fund that has not been used to acquire Student Loans and is being transferred to the Debt Service Fund; (n) the aggregate amount, if any, paid for Financed Student Loans purchased from the Trust during the preceding month; (o) the number and principal amount of Financed Student Loans, as of the close of business on the last day of the preceding month, that are (i) 0 to 30 days delinquent, (ii) 31 to 60 days delinquent, (iii) 61 to 90 days delinquent, (iv) 91 to 120 days delinquent, (v) greater than 120 days delinquent and (vi) for which claims have been filed with the appropriate Guarantee Agency and which are awaiting payment; (p) the Value of the Trust Estate and the Outstanding principal amount of the Notes as of the close of business on the last day of the preceding month; and (q) the number and percentage by dollar amount of (i) rejected federal reimbursement claims for Financed Student Loans, (ii) Financed Student Loans in forbearance, and (iii) Financed Student Loans in deferment. Each amount set forth pursuant to paragraph (b) and (c) above shall be expressed as a dollar amount per authorized denomination of a Note. A copy of the statements referred to above may be obtained by any Noteholder by a written request to the Trustee, addressed to its Principal Office. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the day and year first above written. COLLEGE LOAN CORPORATION TRUST I By Wilmington Trust Company, not in its individual capacity but solely as Delaware Trustee By__________________________________ Name________________________________ Title__________________________________ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee By__________________________________ Name________________________________ Title_________________________________ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By__________________________________ Name________________________________ Title_________________________________ EXHIBIT A ELIGIBLE LOAN ACQUISITION CERTIFICATE ADDRESSED TO TRUSTEE This Eligible Loan Acquisition Certificate is submitted pursuant to the provisions of Section 4.02 of the Amended and Restated Indenture of Trust, dated as of ________ __, 2003 (as amended and supplemented from time to time in accordance with its terms, the "Indenture"), from College Loan Corporation Trust I (the "Issuer") and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as indenture trustee. All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. In your capacity as Trustee, you are hereby authorized and requested to disburse (i) to the Lender(s) identified in the schedule attached hereto (the "Student Loan Acquisition Schedule") the amount(s) specified in such Schedule from the Acquisition Fund (or, in the case of an exchange pursuant to Section 4.02 of the Indenture, the Student Loans listed in Annex 1 hereto) for the acquisition of Eligible Loans, and any related Add-On Loan; and (ii) to the Lender(s), the amount of Premium set forth in such Schedule. With respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as follows: (a) The Eligible Loans to be acquired are those specified in the Student Loan Acquisition Schedule (the "Acquired Eligible Loans"). (b) The amount to be disbursed pursuant to this Certificate does not exceed the amount permitted under the provisions of Section 4.02 of the Indenture. (c) Each Acquired Eligible Loan is an Eligible Loan authorized so to be acquired by the Indenture. (d) You have been previously, or are herewith, provided with the following items: (i) with respect to each Acquired Eligible Loans, a copy of the Guarantee Agreement relating thereto; and (ii) instruments duly assigning the Acquired Eligible Loans to the Issuer or the Eligible Lender Trustee. (e) The Issuer is not, on the date hereof, in default under the Indenture or any other agreement relating to the Acquired Eligible Loans. The Issuer is not aware of any default existing on the date hereof under any of the other documents referred to in paragraph (d) hereof. (f) All of the conditions specified in the Indenture for the acquisition of the Acquired Eligible Loans and the disbursement hereby authorized and requested have been satisfied. (g) The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer. Witness my hand this ____ day of _____________, ______. COLLEGE LOAN CORPORATION TRUST I By Issuer Administrator By__________________________________ Name_________________________________ Title__________________________________ EXHIBIT B ACQUISITION ACCOUNT DEPOSIT CERTIFICATE This Acquisition Account Deposit Certificate is submitted pursuant to the provisions of Section 4.02 of the Amended and Restated Indenture of Trust, dated as of ______ __, 2003 (as amended and supplemented from time to time in accordance with its terms, the "Indenture"), from College Loan Corporation Trust I (the "Issuer") and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as indenture trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. In your capacity as Trustee, you are hereby authorized and requested to transfer $___________ of moneys in the Acquisition Fund to the Account of the Acquisition Fund established pursuant to the Custodial Account Agreement, dated as of __________ 1, ____, among the Issuer, the Trustee, College Loan Corporation and _____________________ (the "Servicer"). Upon receipt of an Origination Loan Certificate (as defined in the Indenture), in your capacity as Trustee, you are authorized to College Loan Corporation, or its agent (which may be the Servicer), for the acquisition of one or more of the Eligible Loans identified in the schedule attached hereto (the "Student Loan Acquisition Schedule") the amount(s) specified in such Student Loan Acquisition Schedule from the Account of the Acquisition Fund established pursuant to the Acquisition Account Agreement for the acquisition of Eligible Loans identified in such Origination Loan Certificate. With respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as follows: (a) The Eligible Loans to be acquired are one or more of those specified in the Student Loan Acquisition Schedule (the "Acquired Eligible Loans"). (b) The amounts to be disbursed pursuant to this Certificate do not exceed the amounts permitted under the provisions of Section 4.02 of the Indenture. (c) Each Acquired Eligible Loan is an Eligible Loan authorized so to be acquired by the Indenture. (d) You have been previously, or are herewith, provided with the following item: (i) a copy of the Guarantee Agreement relating thereto. (e) Pursuant to the Origination Loan Certificate, you will be provided with instruments duly assigning the Acquired Eligible Loans to the Issuer or the Eligible Lender Trustee and evidence that all documentation relating to the Eligible Loan has been delivered to the Servicer. (f) The Issuer is not, on the date hereof, in default under the Indenture or any other agreement relating to the Acquired Eligible Loans. The Issuer is not aware of any default existing on the date hereof under any of the other documents referred to in paragraph (d) hereof. (g) All of the conditions specified in the resolution relating to the Acquired Eligible Loans and the Indenture for the acquisition of the Acquired Eligible Loans and the disbursement hereby authorized and requested have been satisfied. (h) The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer. Witness my hand this ____ day of _____________, ______. COLLEGE LOAN CORPORATION TRUST I By Issuer Administrator By__________________________________ Name________________________________ Title__________________________________ EXHIBIT C ORIGINATION LOAN CERTIFICATE This Origination Loan Certificate is submitted pursuant to the provisions of Section 4.02 of the Amended and Restated Indenture of Trust, dated as of ______ __, 2003 (as amended and supplemented from time to time in accordance with its terms, the "Indenture"), from College Loan Corporation Trust I (the "Issuer") and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as indenture trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. Pursuant to the Section 4.02 of the Indenture, the Account Acquisition Deposit Certificate, dated __________ __, ___ (the "Origination Certificate"), and the terms and provisions of the Acquisition Account Agreement, dated as of ___________ 1, ____ (the "Acquisition Agreement"), among the Issuer, the Trustee, College Loan Corporation and _____________________ (the "Servicer"), in your capacity as Trustee, you are hereby requested to disburse to the College Loan Corporation, or its designee, an amount equal to $__________, representing the purchase price of the Eligible Loans identified in the schedule attached hereto (the "Supplemental Schedule"), which Eligible Loans have been authorized to be acquired pursuant to the Student Loan Acquisition Schedule attached to the Account Acquisition Deposit Certificate. With respect to the Eligible Loans so to be acquired, the Issuer, or its agent, hereby certifies as follows: (a) The Eligible Loans to be acquired are those specified in the Supplemental Schedule (the "Acquired Eligible Loans"). (b) The Acquired Eligible Loans have been authorized to be acquired by the Issuer pursuant to the Origination Certificate. (c) The amount disbursed pursuant to this Certificate does not exceed the amount permitted under the provisions of the Acquisition Agreement. (d) You have been previously, or are herewith, provided with instruments duly assigning the Acquired Eligible Loans to the Issuer or the Eligible Lender Trustee and all documentation relating to the Eligible Loan has been delivered to the Servicer. (e) The undersigned is authorized to sign and submit this Certificate on behalf of the Sponsor. Witness my hand this ____ day of _____________, ______. COLLEGE LOAN CORPORATION TRUST I By Issuer Administrator By__________________________________ Name________________________________ Title__________________________________ EXHIBIT D EXHIBIT D TO INDENTURE ORIGINATION LOAN CERTIFICATE This Origination Loan Certificate is submitted pursuant to the provisions of Section 4.02 of the Amended and Restated Indenture of Trust, dated as of _______ __, 2003 (as amended and supplemented from time to time in accordance with its terms, the "Indenture"), from College Loan Corporation Trust I (the "Issuer") and Deutsche Bank Trust Company Americas (formerly Deutsche Bank Trust Company Americas), as eligible lender trustee, to Deutsche Bank Trust Company Americas (formerly Deutsche Bank Trust Company Americas), as indenture trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. Pursuant to Section 4.02 of the Indenture, in your capacity as Trustee, you are hereby requested to disburse to __________________, which is a Servicer or other disbursing agent (the "Disbursement Transferee") for the Issuer, an amount equal to $__________, representing the principal amount of Eligible Loans identified in the schedule attached hereto (the "Supplemental Schedule"), which Eligible Loans have been authorized by Issuer to be originated with funds on deposit in the Acquisition Fund pursuant to this Origination Loan Certificate. Such amount shall be transferred to the Disbursement Transferee by transferring such amount to the following account:_____________________, which account the Issuer hereby certifies is a control account, within the meaning of the Uniform Commercial Code, in favor of the Trustee. With respect to the Eligible Loans so to be originated, the Issuer, or its agent, hereby certifies as follows: (a) The Eligible Loans to be originated are those specified in the Supplemental Schedule (the "Originated Eligible Loans"). (b) The Originated Eligible Loans have been authorized to be originated by the Issuer. (c) The amount disbursed pursuant to this Certificate does not exceed the amount necessary to originate an equal amount of Eligible Loans. (d) The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer. Witness my hand this ____ day of _____________, ______. COLLEGE LOAN CORPORATION TRUST I By Issuer Administrator By__________________________________ Name________________________________ Title__________________________________ EX-4 5 college-ex42_091203.txt EXHIBIT 4.2 - -------------------------------------------------------------------------------- __________ SUPPLEMENTAL INDENTURE OF TRUST between COLLEGE LOAN CORPORATION TRUST I and ____________________________, as Trustee Dated as of ________ __, 200_ - -------------------------------------------------------------------------------- Table of Contents Page Section 1. Definitions and Related Matters................................2 Section 2. Authorization and Terms of Series 200_-_ Notes................18 Section 3. Interest Payable On Series 200_-_ Notes.......................20 Section 4. Determining the Applicable Interest Rate......................23 Section 5. Determination of Payment Defaults and Payment of Auction Agent and Broker-Dealer Fees..................................32 Section 6. Calculation of Various Rates..................................33 Section 7. Notification of Rates, Amounts and Payment Dates..............33 Section 8. Auction Agent.................................................34 Section 9. Broker-Dealers................................................35 Section 10. Changes in Auction Period or Periods..........................35 Section 11. Changes in the Auction Date...................................36 Section 12. Additional Provisions Regarding the Applicable Interest Rate..37 Section 13. Qualifications of Market Agent................................37 Section 14. Purposes of Issuance of Series 200_-_ Notes...................38 Section 15. Deposit of Series 200_-_ Note Proceeds........................38 Section 16. Redemption of Series 200_-_ Notes.............................38 Section 17. Book-Entry Series 200_-_ Notes................................40 Section 18. Limitation on Fees............................................42 Section 19. Certain Designations Pursuant to the Indenture................43 Section 20. Mandatory Redemption of or Distributions of Principal With Respect to Notes..............................................44 Section 21. List of Non-Business Days.....................................44 Section 22. Certain Findings, Determinations and Designations.............45 Section 23. Conditions Precedent..........................................45 Section 24. [Reserved]....................................................46 Section 25. Notices to the Eligible Lender Trustee and the Trustee........64 Section 26. Governing Law.................................................65 Section 27. Headings......................................................65 Section 28. Severability..................................................65 Section 29. Counterparts; Facsimile.......................................65 Section 30. Effect of _____ Supplement....................................65 Section 31. Rights, Privileges and Immunities of Trustee..................66 EXHIBIT A FORM OF SERIES 200_-_A NOTES EXHIBIT B FORM OF SERIES 200_-_ SUBORDINATE NOTE EXHIBIT C NOTICE OF A PAYMENT DEFAULT EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I EXHIBIT E NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT EXHIBIT F NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT EXHIBIT G NOTICE OF CHANGE IN AUCTION DATE EXHIBIT H TAXES __________ SUPPLEMENTAL INDENTURE OF TRUST THIS __________ SUPPLEMENTAL INDENTURE OF TRUST (this "______ Supplement"), dated as of _______ __, 200_, between COLLEGE LOAN CORPORATION TRUST I, a Delaware statutory trust (the "Issuer"), and ____________________________, a banking corporation duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the State of ________ (the "Trustee"); R E C I T A L S: WHEREAS, the Issuer, ___________________________, as eligible lender trustee, and the Trustee, as indenture trustee, have previously executed and delivered an Indenture of Trust (the "Base Indenture"), dated as March 1, 2002 (the Base Indenture, the First Supplement and the Second Supplement (each as defined below), as amended from time to time, are collectively referred to as the "Indenture"); and WHEREAS, the Indenture prescribes the terms and conditions upon which the Issuer may from time to time authorize and issue series of Notes (as defined in the Indenture); and WHEREAS, the Issuer previously authorized and issued multiple series of Senior and Subordinated Notes; and WHEREAS, the Issuer has authorized and determined to issue __ series of Senior Notes (collectively, the "Series 200_-_ Senior Notes") and two series of Subordinate Notes (the "Series 200_-_ Subordinate Notes" and, together with the Series 200_-_ Senior Notes, the "Series 200_-_ Notes") pursuant to the Indenture and this _____ Supplement; and WHEREAS, the Issuer desires by this _____ Supplement to (a) prescribe the terms and provisions of the Series 200_-_ Notes all as more fully set forth herein and (b) to amend and supplement certain terms and provisions of the Indenture as set forth herein, which amendments have been agreed to by the Issuer and the Trustee; and WHEREAS, with respect to clause (a) above, pursuant to Section 8.01(e) of the Indenture, the Issuer and the Trustee may amend the Indenture without consent of, or notice to, any of the Noteholders or any Other Beneficiary to authorize the issuance of a series of Notes, subject to the requirements of Article II of the Indenture; and WHEREAS, with respect to clause (b) above, pursuant to Section 8.01(j) of the Indenture, the Issuer and the Trustee may amend the Indenture without consent of, or notice to, any of the Noteholders or any Other Beneficiary for the purpose of making any change to the Indenture if the Rating Agency Condition shall have been satisfied with respect thereto; and further that the Rating Agency Condition has been satisfied with respect to this amendment as evidenced by the letters attached hereto as Exhibit J; and WHEREAS, the execution and delivery of this _____ Supplement and the issuance of the Series 200_-_ Notes have been in all respects duly and validly authorized by the Issuer and all acts and things necessary to constitute this _____ Supplement a valid supplemental indenture according to its terms have been done and performed; NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this _____ Supplement hereby agree as follows: SECTION 1. DEFINITIONS AND RELATED MATTERS. (a) In the event that any term or provision contained in this _____ Supplement shall conflict with or be inconsistent with any provision contained in the Base Indenture or any Supplement the terms and provisions of this _____ Supplement shall govern with respect to the Series 200_-_ Notes. (b) All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. (c) In addition, the following terms shall have the following respective meanings unless the context hereof clearly requires otherwise: "ACQUISITION PERIOD" means, with respect to the use of proceeds of any series of the Series 200_-_ Notes in the Acquisition Fund, the period beginning on the Closing Date for such series and ending on and including __________, 200_; or the last day of such other month as may be provided by Issuer Order, provided that the Rating Agency Condition shall have been met with respect to such Issuer Order. "ADJUSTED CP RATE" means the rate defined as such in the Auction Rate Reset Agreement. "ADMINISTRATION FEE" means a monthly fee equal to _______ of ____% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month, or such greater or lesser amount as may be provided by Issuer Order (provided that the Rating Agency Condition is met with respect to any increase in such amount) which shall be released to the Issuer each month to cover its expenses (other than Servicing Fees and Note Fees) incurred in connection with carrying out and administering its powers, duties and functions under this Indenture and any related agreements. "ALL HOLD RATE" on any date of determination means the Applicable LIBOR-Based Rate less ____%, provided that in no event shall the applicable All Hold Rate be greater than the Maximum Rate. "APPLICABLE INTEREST RATE" means the rate of interest per annum borne from time to time by a series of the Series 200_-_ Notes, which shall be (a) during the Initial Interest Period for such series, the Initial Interest Rate, and (b) during each Interest Period thereafter, the rate of interest determined in accordance with the Auction Procedures. "APPLICABLE LIBOR-BASED RATE" means (a) for an Auction Period of 35 days or less, One-Month LIBOR; (b) for an Auction Period of more than 35 days but less than 115 days, Three-Month LIBOR; (c) for an Auction Period of more than 114 days but less than 195 days, Six-Month LIBOR; and (d) for an Auction Period of more than 194 days, One-Year LIBOR. "APPLICABLE NUMBER OF BUSINESS DAYS" means the greater of two Business Days or one Business Day plus the number of Business Days by which the Auction Date precedes the first day of the next succeeding Interest Period. "AUCTION" means the implementation of the Auction Procedures on an Auction Date. "AUCTION AGENT" means the Initial Auction Agent under the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement becomes effective, after which "Auction Agent" means the Substitute Auction Agent. "AUCTION AGENT AGREEMENT" means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" means such Substitute Auction Agent Agreement. "AUCTION AGENT FEE" shall have the meaning ascribed to such term in the Auction Agent Agreement. "AUCTION AGENT FEE RATE" shall have the meaning ascribed to such term in the Auction Agent Agreement. "AUCTION DATE" means, initially, with respect to the Series 200_-_A-1 Senior Notes, April 10, 200_, with respect to the Series 200_-_A-2 Senior Notes, _________, 200_; provided, that if the initial Auction Date with respect to any Series specified above is not a Business Day, the initial Auction Date shall be the Business Day immediately preceding the date so listed. Thereafter, with respect to each such series of Series 200_-_ Notes, the Auction Date means the Business Day immediately preceding the first day of each Auction Period for such series, other than: (a) an Auction Period commencing after the ownership of such series is no longer maintained in Book-Entry Form by the Securities Depository; (b) an Auction Period commencing after and during the continuance of a Payment Default; or (c) an Auction Period commencing less than the Applicable Number of Business Days after the cure or waiver of a Payment Default. Notwithstanding the foregoing, the Auction Date for one or more Auction Periods may be changed pursuant to Section 11 of this _____ Supplement. "AUCTION PERIOD" means the Interest Period applicable to each series of the Series 200_-_ Notes. "AUCTION PERIOD ADJUSTMENT" means an adjustment to the Auction Period as provided in Section 10 hereof. "AUCTION PROCEDURES" means the procedures set forth in Section 4 through Section 12 hereof by which the Auction Rate is determined. "AUCTION RATE" means the interest rate that results from implementation of the Auction Procedures and is determined as described in Section 4(c)(ii) hereof which. "AUCTION RATE RESET AGREEMENT" means the Auction Rate Reset Agreement dated as of _______ __, 200_ among ________________, as Broker-Dealer, ________________, as Initial Auction Agent and Trustee, and the Issuer, as such agreement may from time to time be amended or supplemented. "AUTHORIZED DENOMINATIONS" means $__________ and any multiple thereof. "AVAILABLE SERIES 200_-_ NOTES" shall have the meaning ascribed to such term in Section 4(c)(i)(A) hereof. "BASE INDENTURE" shall have the meaning ascribed to such term in the Recitals hereof. "BID" shall have the meaning ascribed to such term in Section 4(a)(i) hereof. "BIDDER" shall have the meaning ascribed to such term in Section 4(a)(i) hereof. "BOOK-ENTRY FORM" or "BOOK-ENTRY SYSTEM" means a form or system under which (a) the beneficial right to principal and interest may be transferred only through a book entry and (b) physical securities in registered form are issued only to a Securities Depository or its nominee as registered holder, with the securities "immobilized" to the custody of the Securities Depository. "BROKER-DEALER" means (a) initially, with respect to the Series 200_-_ Notes, ____________________ and (b) with respect to any series of Series 200_-_ Notes, any other broker or dealer (each as defined in the Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures that (i) is a Participant (or an affiliate of a Participant), (ii) has been appointed as such with respect to such series of Series 200_-_ Notes by the Issuer pursuant to Section 9 hereof and (iii) has entered into a Broker-Dealer Agreement that is in effect on the date of reference. "BROKER-DEALER AGREEMENT" means each agreement between the Auction Agent and a Broker-Dealer, approved by the Issuer, pursuant to which the Broker-Dealer agrees to participate in Auctions as set forth in the Auction Procedures, as such agreement may from time to time be amended or supplemented. Each Broker-Dealer Agreement as to Auction Procedures shall be in substantially the form of the Broker-Dealer Agreement, dated as of _______ __, 200_, between ____________________________, as Auction Agent, and ____________________, as Broker-Dealer. "BROKER-DEALER FEE" shall have the meaning ascribed to such term in the Auction Agent Agreement. "BROKER-DEALER FEE RATE" shall have the meaning ascribed to such term in the Auction Agent Agreement. "BUSINESS DAY" means any day other than (i) such dates as may be agreed to in writing by the Market Agent, the Auction Agent, the Broker-Dealer and the Issuer, or (ii) a Saturday, Sunday, holiday or day on which banks located in the City of New York, New York, or the New York Stock Exchange, the Trustee or the Auction Agent, are authorized or permitted by law or executive order to close. "CARRY-OVER AMOUNT" means the excess, if any, of (a) the amount of interest on a Series 200_-_ Note that would have accrued with respect to the related Auction Period at the Auction Rate over (b) the amount of interest on such Series 200_-_ Note actually accrued with respect to such Series 200_-_ Note, with respect to such Auction Period based on the Maximum Rate, together with the unpaid portion of any such excess from prior Auction Periods; provided that any reference to "principal" or "interest" in this _____ Supplement, in the Indenture, and in the Series 200_-_ Notes shall not include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount. "CLOSING DATE" means ____________. "ELIGIBLE CARRY-OVER MAKE-UP AMOUNT" means, with respect to each Interest Period relating to a series of Series 200_-_ Notes as to which, as of the first day of such Interest Period, there is any unpaid Carry-Over Amount, an amount equal to the lesser of (a) interest computed on the principal balance of such series in respect of such Interest Period at a per annum rate equal to the excess, if any, of the Maximum Rate over the Applicable Interest Rate, and (b) the aggregate Carry-Over Amount remaining unpaid as of the first day of such Interest Period together with interest accrued and unpaid thereon through the end of such Interest Period. The Eligible Carry-Over Make-Up Amount shall be $0.00 for any Interest Period with respect to which the Maximum Auction Rate equals or exceeds the Auction Rate. "EXISTING HOLDER" means (a) with respect to and for the purpose of dealing with the Auction Agent in connection with an Auction, a Person who is a Broker-Dealer listed in the Existing Holder Registry at the close of business on the Business Day immediately preceding such Auction and (b) with respect to and for the purpose of dealing with the Broker-Dealer in connection with an Auction, a Person who is a beneficial owner of Series 200_-_ Notes. "EXISTING HOLDER REGISTRY" means the registry of Persons who are owners of the Series 200_-_ Notes, maintained by the Auction Agent as provided in the Auction Agent Agreement. "FIRST SUPPLEMENT" means the First Supplemental Indenture of Trust, dated as of March 1, 2002 between the Issuer and the Trustee, as amended or supplemented in accordance with the terms thereof and of the Indenture. "HOLD ORDER" shall have the meaning ascribed to such term in Section 4(a)(i) hereof. "INDENTURE" means the Indenture of Trust, dated as of March 1, 2002, from the Issuer, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as eligible lender trustee, to the Trustee, and as may be further amended and supplemented from time to time. "INITIAL AUCTION AGENT" means ____________________________, a ____________ banking corporation, its successors and assigns, in its capacity as auction agent under the Initial Auction Agent Agreement. "INITIAL AUCTION AGENT AGREEMENT" means the Auction Agent Agreement, dated as of _______ __, 200_, by and among the Issuer, the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto. "INITIAL INTEREST PERIOD" means, as to a series of Series 200_-_ Notes, the period commencing on the Closing Date and continuing through the day immediately preceding the Initial Interest Rate Adjustment Date for such series. "INITIAL INTEREST RATE" means for each series of Series 200_-_ Notes, a per annum rate equal to, in the case of the Series 200_-_ Senior Notes, the Adjusted CP Rate as will be in effect on the second Business Day preceding the initial Interest Payment Date for such series of Series 200_-_ Notes plus or minus the spread bid by the Broker-Dealer as set forth in the Auction Rate Reset Agreement; and in the case of the Series 200_-_B-1 Notes, ____%. "INITIAL INTEREST RATE ADJUSTMENT DATE" means for each series of Series 200_-_ Notes, the date set forth below (or, if such date is not a Business Day, the following Business Day): INITIAL INTEREST RATE SERIES ADJUSTMENT DATE Series 200_-_A-1 _________, 200_ Series 200_-_A-2 _________, 200_ Series 200_-_B-1 _________, 200_ Series 200_-_B-2 _________, 200_ "INTEREST PAYMENT DATE" means (a) each regularly scheduled interest payment date on the Series 200_-_ Notes, which for each series of Series 200_-_ Notes shall be the Business Day immediately following the expiration of the Initial Interest Period for such series and each related Interest Period thereafter; provided, however, if the duration of the Interest Period is one year or longer, then the Interest Payment Date therefor shall be March 1 and September 1 during such Interest Period (or if any such day is not a Business Day, the immediately following Business Day) and the first Business Day immediately following the end of such Interest Period; or (b) with respect to the payment of interest upon redemption or acceleration of the Series 200_-_ Notes or the payment of Defaulted Interest, such date on which such interest is payable under the Indenture. "INTEREST PERIOD" means, unless otherwise changed as described herein: (a) with respect to each series of Series 200_-_ Senior Notes, (i) initially, the Initial Interest Period for the applicable series; and (ii) following the Initial Interest Period, each successive period of generally 28 days, commencing on the first Business Day following the applicable Series Auction Date, and ending on (and including) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day); and (b) with respect to the Series 200_-_ Subordinate Notes, initially, the Initial Interest Period for the applicable series, and each successive period of generally 28 days, commencing on the first Business Day following the applicable Series Auction Date, and ending on (and including) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). Notwithstanding the foregoing, if the Auction Periods are changed as provided in Section 10 hereof, each Interest Period shall commence on an Interest Payment Date and end on but shall exclude the next succeeding Interest Payment Date. By way of example, if an Interest Period ordinarily would end on a Tuesday, but the following Wednesday is not a Business Day, the Interest Period will end on that Wednesday and the new Interest Period will begin on Thursday. "INTEREST RATE ADJUSTMENT DATE" means the date on which the interest rate on a series of Series 200_-_ Notes is effective, which for each series of Series 200_-_ Notes shall be the date of commencement of each Auction Period for such series. "INTEREST RATE DETERMINATION DATE" means for each series of Series 200_-_ Notes, the Auction Date for such series, or, if no Auction Date is applicable to such series, the Business Day immediately preceding the date of commencement of an Auction Period. "LIBOR DETERMINATION DATE" means the Auction Date, or if no Auction Date is applicable, the Business Day immediately preceding the first day of each Interest Period. "MARKET AGENT" means ____________________, or with respect to any series of Series 200_-_ Notes, any successor in such capacity hereunder. "MARKET AGENT AGREEMENT" means that certain market agent agreement relating to the Series 200_-_ Notes between the Market Agent and the Trustee, including any supplement thereto or amendment thereof. "MAXIMUM AUCTION RATE" means, for any Auction, a per annum interest rate on the Series 200_-_ Notes which, when taken together with the interest rate on the Series 200_-_ Notes for the one-year period ending on the final day of the proposed Auction Period, would result in the average interest rate on the Series 200_-_ Notes for such period either (a) not being in excess (on a per annum basis) of the average of the Ninety-One Day United States Treasury Bill Rate plus ____% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 200_-_ Notes are "____" or "____" or better), (b) not being in excess (on a per annum basis) of the Ninety-One Day United States Treasury Bill Rate plus ____% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 200_-_ Notes is less than "____" or "____" but both are at least any category of "____"), or (c) not being in excess (on a per annum basis) of the average of Ninety-One Day United States Treasury Bill Rate plus ____% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 200_-_ Notes is less than the lowest category of "____"); provided, however, that if the Series 200_-_ Notes have not been Outstanding for at least such one-year period then for any portion of such period during which such Series 200_-_ Notes were not Outstanding, the interest rates on the Series 200_-_ Notes for purposes of this definition shall be deemed to be equal to such rates as the Market Agent shall determine were the rates of interest on equivalently rated auction securities with comparable lengths of auction periods during such period; provided further, however, that for any Auction with respect to any Series 200_-_ Senior Notes rated "____" and "____" by Moody's & S&P, respectively, the Maximum Auction Rate shall not exceed the Applicable LIBOR-Based Rate plus ____%; and provided further, however, that this definition may be modified at the direction of the Issuer upon receipt by the Trustee of (i) written consent of the Market Agent and (ii) written consent from each Rating Agency then rating the Series 200_-_ Notes that such change will not in and of itself result in a reduction of the rating on any Series 200_-_ Notes. For purposes of the Auction Agent and the Auction Procedures, the ratings referred to in this definition shall be the last ratings of which the Auction Agent has been given notice pursuant to the Auction Agent Agreement. The percentage amount to be added to the Ninety-One Day United States Treasury Bill Rate in any one or more of (a), (b) or (c) above may be increased by delivery to the Auction Agent and the Trustee of a certificate signed by an Authorized Officer of the Issuer directing such increase, together with satisfaction of the Rating Agency Condition with respect to such increase. "MAXIMUM INTEREST RATE" means the lesser of (a) ___% per annum or (b) the highest rate the Issuer may legally pay, from time to time, as interest on the Series 200_-_ Notes. "MAXIMUM RATE" on any date of determination means the interest rate per annum equal to the least of: (a) the Maximum Auction Rate, (b) the Maximum Interest Rate and (c) during the occurrence of a Net Loan Rate Restriction Period, the Net Loan Rate. "NET LOAN RATE" means, with respect to any Auction Period, (a) the rate of interest per annum (rounded to the next highest 0.01%) equal to the Adjusted Student Loan Portfolio Rate of Return for the calendar month immediately preceding such Auction Period, as determined by the Issuer on the last day of such calendar month, less (b) the Program Expense Percentage with respect to such Auction Period. "ADJUSTED STUDENT LOAN PORTFOLIO RATE OF RETURN" means, for any calendar month, the amount determined by dividing (i) the product of 12 times the sum of the following amounts accrued during such calendar month (whether or not actually received or paid): (A) interest (including Interest Subsidy Payments) and Special Allowance Payments with respect to the Financed Student Loans plus (B) any Counterparty Swap Payments minus (C) any amount required to be paid to the Department of Education or to be repaid to Guarantee Agencies with respect to the Financed Student Loans that do not qualify for Guarantee, minus (D) the aggregate amount of default claims filed during the month with respect to Financed Student Loans which (1) exceed the amount the Guarantor is required to pay under the applicable Guarantee Agreement or (2) are payable only by a Guarantor that is in default of its Guarantee obligations with respect to Financed Student Loans and has not provided collateral security sufficient to pay such claims, minus (E) any reduction in the interest as a result of borrower incentive programs, minus (F) any Issuer Swap Payments; by (ii) the average daily outstanding Principal Balance of the Financed Student Loans during such calendar month. For this purpose, the Special Allowance Payment shall, as applicable, be computed based upon the average of the bond equivalent rates of 91-day United States Treasury Bills auctioned, or the commercial paper rates published, during that portion of the then current calendar month which ends on the date as of which the "Adjusted Student Loan Portfolio Rate of Return" is determined. "NET LOAN RATE RESTRICTION PERIOD" means, with respect to any series of the Series 200_-_ Notes, the period of time from and including a Net Loan Rate Trigger Date to but excluding a Net Loan Rate Termination Date. "NET LOAN RATE TERMINATION DATE" means, for a series of Series 200_-_ Notes, the first day of an Auction Period which immediately follows three consecutive Auction Dates for such series of the Series 200_-_ Notes where the Auction Rate established on each such Auction Date for such series was equal to or less than a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) ___%. "NET LOAN RATE TRIGGER DATE" means, for a series of Series 200_-_ Notes, the first day of an Auction Period which immediately follows six consecutive Auction Dates for such series of the Series 200_-_ Notes where the Auction Rate established on each such Auction Date for such series exceeded a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) ___%. "NINETY-ONE DAY UNITED STATES TREASURY BILL RATE" means the bond-equivalent yield on the 91-day United States Treasury Bills sold at the last auction thereof that immediately precedes the Auction Date, as determined by the Market Agent on the Auction Date. "NON-PAYMENT RATE" means for any determination date, a rate per annum equal to the lesser of (a) the sum of (i) One-Month LIBOR and (ii) ___ basis points and (b) the Maximum Interest Rate. "NOTE REGISTRAR" means, with respect to the Series 200_-_ Notes, the Trustee. "ONE-MONTH LIBOR," "THREE-MONTH LIBOR," "SIX-MONTH LIBOR" or "ONE-YEAR LIBOR" means the offered rate, as determined by the Auction Agent or Trustee, as applicable, of the Applicable LIBOR-Based Rate for United States dollar deposits which appears on Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities News (or such other page as may replace Telerate Page 3750 for the purpose of displaying comparable rates) as of approximately 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if on any calculation date, no rate appears on Telerate Page 3750 as specified above, the Auction Agent or Trustee, as applicable, shall determine the arithmetic mean of the offered quotations of four major banks in the London interbank market, for deposits in U.S. dollars for the respective periods specified above to the banks in the London interbank market as of approximately 11:00 a.m., London time, on such calculation date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market and at such time, unless fewer than two such quotations are provided, in which case, the Applicable LIBOR-Based Rate shall be the arithmetic mean of the offered quotations that leading banks in New York City selected by the Auction Agent or Trustee, as applicable, are quoting on the relevant LIBOR Determination for loans in U.S. dollars to leading European banks in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time. All percentages resulting from such calculations shall be rounded upwards, if necessary, to the nearest one-hundredth of 1%. "ORDER" shall have the meaning ascribed to such term in Section 4(a)(i) hereof. "PARTICIPANT" means a member of, or participant in, the Securities Depository. "PAYING AGENT" means the Trustee and its successor or successors or any other commercial bank designated in accordance herewith as a place at which principal of, premium, if any, or interest on the Series 200_-_ Notes is payable. "PAYMENT DEFAULT" means, with respect to a series of Series 200_-_ Notes, (a) a default in the due and punctual payment of any installment of interest on such series, or (b) the circumstance that on any Auction Date there are insufficient moneys in the Debt Service Fund to pay, or otherwise held by the Trustee under the Indenture and available to pay, the principal of and interest due on the Series 200_-_ Notes of such series on the Interest Payment Date immediately following such Auction Date. "POTENTIAL HOLDER" means any Person (including an Existing Holder) that is (a) a Broker-Dealer when dealing with the Auction Agent and (b) a potential beneficial owner when dealing with a Broker-Dealer, who may be interested in acquiring Series 200_-_ Notes (or, in the case of an Existing Holder thereof, an additional Principal Amount of Series 200_-_ Notes). "PROGRAM EXPENSE PERCENTAGE" means, with respect to any Auction Period, the per annum rate of interest (rounded to the next highest 0.01%) equal to the sum of the Note Fees, Administration Fee and Servicing Fees, in each case for the calendar month immediately preceding such Auction Period, as determined by the Issuer on the last day of such calendar month, expressed as a percentage of the average daily outstanding Principal Balance of the Financed Student Loans during such month. "REGULAR RECORD DATE" means, with respect to any series of Series 200_-_ Notes, (a) so long as Interest Payment Dates are specified to occur at the end of each Auction Period, the Applicable Number of Business Days immediately preceding each Interest Payment Date and (b) if and for so long as interest on such series of Series 200_-_ Notes is payable semiannually, one Business Day prior to each Interest Payment Date. "RESERVE FUND REQUIREMENT" means, at any time, an amount equal to (a) ____% of the aggregate Principal Amount of Notes then Outstanding, or (b) such other lesser or greater amount specified as the Reserve Fund Requirement in another supplemental indenture; provided, however, that in no event shall the amount on deposit be less than $___________. "SECOND SUPPLEMENT" means the Second Supplemental Indenture of Trust, dated as of June 1, 2002, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms thereof and of the Indenture. "SECURITIES DEPOSITORY" means The Depository Trust Company, New York, New York, and its successors and assigns, or, if (a) the then-existing Securities Depository resigns from its functions as depository of the Series 200_-_ Notes or (b) the Issuer discontinues use of the Securities Depository pursuant to Section 17(c) hereof, then any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Series 200_-_ Notes and which is selected by the Issuer with the consent of the Trustee. "SELL ORDER" shall have the meaning ascribed to such term in Section 4(a)(i) hereof. "SERIES AUCTION DATE" means (a) with respect to an Interest Period for the Series 200_-_ Senior Notes, the day of the week immediately preceding the first Interest Rate Adjustment Date (or if such day is not a Business Day, the next preceding Business Day) and (b) Tuesday, with respect to the Series 200_-_ Subordinate Notes (or if such day is not a Business Day, the next preceding Business Day). "SERIES 200_-_ NOTES" means the Series 200_-_ Senior Notes and the Series 200_-_ Subordinate Notes. "SERIES 200_-_ SENIOR NOTES" means the Series 200_-_A-1 Senior Notes and the Series 200_-_A-2 Senior Notes. "SERIES 200_-_A-1 SENIOR NOTES" means the Notes created and to be issued under this _____ Supplement in the original Principal Amount of $___________ and designated as the "Auction Rate Student Loan Asset-Backed Notes, Senior Series 200_-_A-1." "SERIES 200_-_A-2 SENIOR NOTES" means the Notes created and to be issued under this _____ Supplement in the original Principal Amount of $_____________ and designated as the "Auction Rate Student Loan Asset-Backed Notes, Senior Series 200_-_A-2." "SERIES 200_-_B-1 SUBORDINATE NOTES" means the Notes created and to be issued under this _____ Supplement in the original Principal Amount of $___________ and designated as the "Auction Rate Student Loan Asset-Backed Notes, Subordinate Series 200_-_B-1." "SERIES 200_-_B-2 SUBORDINATE NOTES" means the Notes created and to be issued under this _____ Supplement in the original Principal Amount of $___________ and designated as the "Auction Rate Student Loan Asset-Backed Notes, Subordinate Series 200_-_B-2." "SUBMISSION DEADLINE" means 1:00 p.m., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time. "SUBMITTED BID" shall have the meaning ascribed to such term in Section 4(c)(i) hereof. "SUBMITTED HOLD ORDER" shall have the meaning ascribed to such term in Section 4(c)(i) hereof. "SUBMITTED ORDER" shall have the meaning ascribed to such term in Section 4(c)(i) hereof. "SUBMITTED SELL ORDER" shall have the meaning ascribed to such term in Section 4(c)(i) hereof. "SUBSTITUTE AUCTION AGENT" means the Person with whom the Trustee enters into a Substitute Auction Agent Agreement. "SUBSTITUTE AUCTION AGENT AGREEMENT" means an auction agent agreement containing terms substantially similar to the terms of the Initial Auction Agent Agreement, whereby a Person having the qualifications required by Section 8 of this _____ Supplement agrees with the Trustee and the Issuer to perform the duties of the Auction Agent under this _____ Supplement. "SUFFICIENT BIDS" shall have the meaning ascribed to such term in Section 4(c)(i)(B) hereof. "THIRD SUPPLEMENT" means this Third Supplemental Indenture of Trust, dated as of March 1, 2003, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture. "_____ SUPPLEMENT" means this _____ Supplemental Indenture of Trust, dated as of _______ __, 200_, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture. "UNSUBSIDIZED STAFFORD LOAN" means a Student Loan made pursuant to Section 428H of the Higher Education Act. "WINNING BID RATE" shall have the meaning ascribed to such term in Section 4(c)(i)(C) hereof. SECTION 2. AUTHORIZATION AND TERMS OF SERIES 200_-_ NOTES. There is hereby created and there shall be (a) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 200_-_A-_"; (b) a series of Senior Notes entitled "Auction Rate Student Loan Asset-Backed Notes, Senior Series 200_-_A-_"; (c) a series of Subordinate Notes entitled "Auction Rate Student Loan Asset-Backed Notes, Subordinate Series 200_-_B-1"; and (d) a series of Subordinate Notes entitled "Auction Rate Student Loan Asset-Backed Notes, Subordinate Series 200_-_B-2." Each series of Series 200_-_ Notes shall have a single Stated Maturity on ___________, 20__. Each series of Series 200_-_ Notes shall bear interest at the Applicable Interest Rate, and at such Applicable Interest Rate (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. The Series 200_-_ Notes shall be issued as fully registered Notes without coupons in Authorized Denominations. The Series 200_-_ Notes shall be dated as provided in Section 2.09 of the Indenture and shall bear interest from their date of original issue until payment of principal has been made or duly provided for. With respect to each series of Series 200_-_ Notes, the date of original issue of the Series 200_-_ Notes shall be the applicable Closing Date set forth in this _____ Supplement. The Series 200_-_ Notes of each series shall be numbered in such manner as the Note Registrar shall determine. Interest on each series of Series 200_-_ Notes shall be computed on the basis of a 365-day year for the number of days actually elapsed, except that, for any leap year, such calculation with respect to an Interest Payment Date occurring after January 1 of such year through December 31 of such year shall be computed on the basis of a 366-day year and accrue daily from the date thereof, and shall be payable on each Interest Payment Date with respect to such series prior to the Maturity thereof and at the Maturity thereof. The interest payable on each Interest Payment Date for each series of Series 200_-_ Notes shall be calculated on a per unit basis, based on a unit of $___________, and shall be that interest which has accrued through the last day preceding such Interest Payment Date or, in the case of the Maturity of a Series 200_-_ Note, the last day preceding the date of such Maturity. The Applicable Interest Rate shall be effective as of and on the first day of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The principal of and premium, if any, on the Series 200_-_ Notes, together with interest payable on the Series 200_-_ Notes at the Maturity thereof if the date of such Maturity is not a regularly scheduled Interest Payment Date, shall be payable in lawful money of the United States of America upon, except as otherwise provided in Section 17 hereof, presentation and surrender of such Series 200_-_ Notes at the Principal Office of the Trustee, as Paying Agent with respect to the Series 200_-_ Notes, or a duly appointed successor Paying Agent. Interest due on the Series 200_-_ Notes on each regularly scheduled Interest Payment Date shall, except as otherwise provided in Section 17 hereof, be paid by check or draft drawn upon the Paying Agent and mailed to the person who is the Holder thereof as of 5:00 p.m. on the Regular Record Date for such Interest Payment Date at the address of such Holder as it appears on the Note Register, or, in the case of any Series 200_-_ Note the Holder of which is the Holder of Series 200_-_ Notes in the aggregate Principal Amount of $__________ or more (or, if less than $_________ in Principal Amount of Series 200_-_ Notes is Outstanding, the Holder of all outstanding Series 200_-_ Notes), at the direction of such Holder received by the Paying Agent by 5:00 p.m. on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Holder. Any interest not so timely paid or duly provided for (herein referred to as "Defaulted Interest") shall cease to be payable to the person who is the Holder thereof at the close of business on the Regular Record Date and shall be payable to the person who is the Holder thereof at the close of business on a Special Record Date for the payment of any such Defaulted Interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and notice of the Special Record Date shall be given to the Holders of the Series 200_-_ Notes with respect to which such Defaulted Interest is to be paid, not less than 10 days prior to such Special Record Date by first-class mail to each such Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the Special Record Date and the date fixed for the payment of such Defaulted Interest. All payments of principal of and premium, if any, and interest on the Series 200_-_ Notes shall be made in lawful money of the United States of America. The Series 200_-_ Notes are subject to redemption prior to their Stated Maturity upon the terms and conditions and at the Prepayment Prices specified in Section 16 hereof. Subject to the provisions of the Indenture, the Series 200_-_ Senior Notes shall be in substantially the form set forth in Exhibit A hereto, with such variations, omissions and insertions as may be required by the circumstances, be required or permitted by the Indenture, or be consistent with the Indenture and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. Subject to the provisions of the Indenture, the Series 200_-_ Subordinate Notes shall be in substantially the form set forth in Exhibit B hereto, with such variations, omissions and insertions as may be required by the circumstances, be required or permitted by the Indenture, or be consistent with the Indenture and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. SECTION 3. INTEREST PAYABLE ON SERIES 200_-_ NOTES. During the Initial Interest Period, each series of Series 200_-_ Notes shall bear interest at the Initial Interest Rate for such series. Thereafter, except with respect to an Auction Period Adjustment, each series of the Series 200_-_ Notes shall bear interest at the Applicable Interest Rate for the number of days of the applicable Interest Period, as determined pursuant to this Section 3 and Sections 4 through 12 hereof. The Applicable Interest Rate to be borne by each series of Series 200_-_ Notes for each Auction Period after the Initial Interest Period until an Auction Period Adjustment, if any, shall be determined as hereafter described. Each such Auction Period with respect to each series of Series 200_-_ Subordinate Notes and with respect to each series of Series 200_-_ Senior Notes (i) shall commence on and include the first Business Day following the applicable Series Auction Date, and end on (and include) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) and (ii) if the Auction Periods are changed as provided herein, each period commencing on an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date; provided, however, that if an Auction is scheduled to occur for the next Interest Period on a date that was reasonably expected to be a Business Day, but such Auction does not occur because such date is later not considered to be a Business Day, the Auction shall nevertheless be deemed to have occurred, the applicable Auction Rate in effect for the next Interest Period will be the Auction Rate in effect for the preceding Interest Period and such Interest Period will generally be 28 days in duration, beginning on the calendar day following the date of the deemed Auction and ending on (and including) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). If the preceding Interest Period was other than generally 28 days in duration, the Auction Rate for the deemed Auction will instead be the rate of interest determined by the Market Agent on equivalently rated auction securities with a comparable length of auction period. Notwithstanding the foregoing: (a) if the ownership of a series of Series 200_-_ Notes is no longer maintained in Book-Entry Form then the Auction Rate on such series for any Interest Period commencing after the delivery of definitive notes representing such series pursuant to Section 17 hereof shall equal the Maximum Rate on the Business Day immediately preceding the first day of such subsequent Interest Period; or (b) if a Payment Default shall have occurred with respect to a series of Series 200_-_ Notes, the Applicable Interest Rate on such series for the Interest Period commencing on or immediately after such Payment Default, and for each Interest Period thereafter, to and including the Interest Period, if any, during which, or commencing less than two Business Days after, such Payment Default is cured, shall equal the Non-Payment Rate on the first day of each such Interest Period. In accordance with Section 4(c)(ii) hereof, the Auction Agent shall promptly give written notice to the Trustee and the Issuer of each Auction Rate. The Trustee shall notify the Holders of Series 200_-_ Notes of the Applicable Interest Rate with respect to each such series for each Auction Period not later than the second Business Day of such Auction Period. In the event that the Auction Agent no longer determines, or fails to determine, when required, the Applicable Interest Rate with respect to a series of Series 200_-_ Notes, or if, for any reason, such manner of determination shall be held to be invalid or unenforceable, the Applicable Interest Rate for the next succeeding Interest Period shall be the Maximum Rate. The Maximum Rate with respect to each Interest Rate Determination Date shall be determined and communicated by the Auction Agent in accordance with Section 6 hereof and the Auction Agent Agreement. If the Auction Agent shall fail or refuse to determine the Maximum Rate, the Maximum Rate shall be determined by a securities dealer appointed by the Issuer capable of making such a determination in accordance with the provisions hereof and written notice of such determination shall be given by such securities dealer to the Trustee. If the Auction Rate for a series of Series 200_-_ Notes is greater than the Maximum Rate, then the Applicable Interest Rate with respect to such series for the related Interest Period will be the Maximum Rate. The excess of the amount of interest that would have accrued on the Series 200_-_ Notes at the Auction Rate over the amount of interest actually accrued at the Maximum Rate will accrue as the Carry-Over Amount. Such determination of the Carry-Over Amount shall be made separately for each series of Series 200_-_ Notes. Each Carry-Over Amount shall bear interest for each Interest Period calculated at a rate equal to One-Month LIBOR (as determined by the Auction Agent on the related Interest Rate Determination Date, provided the Trustee has received notice of One-Month LIBOR from the Auction Agent, and, if the Trustee shall not have received such notice from the Auction Agent, then as determined by the Trustee on such date) from the Interest Payment Date for the Interest Period with respect to which such Carry-Over Amount was calculated, until paid. Any payment in respect of Carry-Over Amount shall be applied, first, to any accrued interest payable thereon and thereafter in reduction of such Carry-Over Amount. For purposes of this _____ Supplement, the Indenture and the Series 200_-_ Notes, any reference to "principal" or "interest" herein and therein shall not include, within the meaning of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each Series 200_-_ Note of such series by the Trustee during such Interest Period in sufficient time for the Trustee to give notice to each Holder of such Carry-Over Amount as required in the next succeeding sentence. On the Interest Payment Date for an Interest Period with respect to which such Carry-Over Amount has been calculated by the Trustee, the Trustee shall give written notice to each Holder of the Carry-Over Amount applicable to such Holder's Series 200_-_ Note, which written notice may accompany the payment of interest (if made by check made to each such Holder on such Interest Payment Date) or otherwise shall be mailed on such Interest Payment Date by first-class mail, postage prepaid, to each such Holder at such Holder's address as it appears on the registration books maintained by the Note Registrar. Such notice shall state, in addition to such Carry-Over Amount, that, unless and until a Series 200_-_ Note has been redeemed under the Indenture (after which all accrued Carry-Over Amount with respect to such Series 200_-_ Note, and all accrued interest thereon, that remains unpaid shall be canceled and no Carry-Over Amount, or interest accrued thereon, shall be paid with respect to such Series 200_-_ Note), (i) the Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (A) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (B) moneys are available pursuant to the terms of the Indenture to pay such Carry-Over Amount (and interest accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a per annum rate equal to One-Month LIBOR until such Carry-Over Amount is paid in full or is canceled. The Carry-Over Amount (and interest accrued thereon) on Outstanding Series 200_-_ Notes of a series shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Period with respect to such series if and to the extent that (i) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (ii) moneys in the Collection Fund and the Surplus Fund are available on the Monthly Calculation Date immediately preceding the month in which such Interest Payment Date occurs, for transfer to the Interest Account for such purpose in accordance with Sections 4.05 and 4.07 of the Indenture, after taking into account all other amounts payable from the Collection Fund and the Surplus Fund in accordance with such Sections on such Monthly Calculation Date. Any Carry-Over Amount (and any interest accrued thereon) with respect to any Series 200_-_ Note which is unpaid as of the Maturity of such Series 200_-_ Note shall be paid to the Holder thereof on the date of such Maturity to the extent that moneys are available therefor in accordance with the provisions of the preceding clause (ii); provided, however, that any Carry-Over Amount (and any interest accrued thereon) which is not so paid on the date of such Maturity shall be canceled with respect to such Series 200_-_ Note on the date of such Maturity and shall not be paid on any succeeding Interest Payment Date. To the extent that any portion of the Carry-Over Amount (and any interest accrued thereon) remains unpaid after payment of a portion thereof, such unpaid portion shall be paid in whole or in part as required hereunder until fully paid by the Trustee on the next occurring Interest Payment Date(s), as necessary, for the subsequent Interest Period(s), if and to the extent that the conditions in the first sentence of this paragraph are satisfied. On any Interest Payment Date(s) on which the Trustee pays less than all of the Carry-Over Amount (and any interest accrued thereon) with respect to a Series 200_-_ Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such Series 200_-_ Note of the Carry-Over Amount remaining unpaid on such Series 200_-_ Note. The Interest Payment Date on which any Carry-Over Amount (or any interest accrued thereon) for a series of Series 200_-_ Notes shall be paid shall be determined by the Trustee in accordance with the provisions of the immediately preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount (and any interest accrued thereon) in the same manner as it pays interest on the Series 200_-_ Notes on an Interest Payment Date. SECTION 4. DETERMINING THE APPLICABLE INTEREST RATE. By purchasing Series 200_-_ Notes, whether in an Auction or otherwise, each purchaser of the Series 200_-_ Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (a) to participate in Auctions on the terms described herein; (b) to have its beneficial ownership of the Series 200_-_ Notes maintained at all times in Book Entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership; (c) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request; (d) that a Sell Order placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of the Series 200_-_ Notes specified in such Sell Order; (e) that a Bid placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount, or a lesser principal amount, of the Series 200_-_ Notes specified in such Bid if the rate specified in such Bid is greater than, or in some cases equal to, the Applicable Interest Rate, determined as described herein; and (f) that a Bid placed by a Potential Holder will constitute an irrevocable offer to purchase the amount, or a lesser principal amount, of the Series 200_-_ Notes specified in such Bid if the rate specified in such Bid is, respectively, less than or equal to the Applicable Interest Rate, determined as set forth herein. So long as the ownership of a series of Series 200_-_ Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 200_-_ Notes of such series only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 200_-_ Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent in writing of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner (such procedures to be applicable separately to each series of the Series 200_-_ Notes): (a) SUBMISSION BY EXISTING HOLDERS AND POTENTIAL HOLDERS TO A BROKER-DEALER. (i) Prior to the Submission Deadline on each Auction Date: (A) each Existing Holder of Series 200_-_ Notes may submit to a Broker-Dealer by telephone or otherwise any information as to: (1) the Principal Amount of Outstanding Series 200_-_ Notes, if any, owned by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period; (2) the Principal Amount of Outstanding Series 200_-_ Notes, if any, which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder; and/or (3) the Principal Amount of Outstanding Series 200_-_ Notes, if any, owned by such Existing Holder which such Existing Holder offers to sell without regard to the Auction Rate for the next succeeding Auction Period; and (B) one or more Broker-Dealers may contact Potential Holders to determine the Principal Amount of Series 200_-_ Notes which each Potential Holder offers to purchase, if the Auction Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Holder. For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (A) or (B) of this paragraph (i) is herein referred to as an "Order," and each Existing Holder and each Potential Holder placing an Order is herein referred to as a "Bidder"; an Order described in clause (A)(1) is herein referred to as a "Hold Order"; an Order described in clauses (A)(2) and (B) is herein referred to as a "Bid"; and an Order described in clause (A)(3) is herein referred to as a "Sell Order." (ii) Subject to the provisions of Section 4(b) hereof, a Bid by an Existing Holder shall constitute an irrevocable offer to sell: (A) the Principal Amount of Outstanding Series 200_-_ Notes specified in such Bid if the Auction Rate determined as provided in this Section 4 shall be less than the rate specified therein; or (B) such Principal Amount, or a lesser Principal Amount of Outstanding Series 200_-_ Notes to be determined as set forth in Section 4(d)(i)(D) hereof, if the Auction Rate determined as provided in this Section 4 shall be equal to the rate specified therein; or (C) such Principal Amount, or a lesser Principal Amount of Outstanding Series 200_-_ Notes to be determined as set forth in Section 4(d)(ii)(C) hereof, if the rate specified therein shall be higher than the Maximum Rate and Sufficient Bids have not been made. (D) Subject to the provisions of Section 4(b) hereof, a Sell Order by an Existing Holder shall constitute an irrevocable offer to sell: (1) the Principal Amount of Outstanding Series 200_-_ Notes specified in such Sell Order; or (2) such Principal Amount, or a lesser Principal Amount of Outstanding Series 200_-_ Notes determined as set forth in Section 4(d)(ii)(C) hereof, if Sufficient Bids have not been made. (E) Subject to the provisions of Section 4(b) hereof, a Bid by a Potential Holder shall constitute an irrevocable offer to purchase: (1) the Principal Amount of Outstanding Series 200_-_ Notes specified in such Bid if the Auction Rate determined as provided in this Section 4 shall be higher than the rate specified in such Bid; or (2) such Principal Amount, or a lesser Principal Amount of Outstanding Series 200_-_ Notes determined as set forth in Section 4(d)(i)(E) hereof, if the Auction Rate determined as provided in this Section 4 shall be equal to the rate specified in such Bid. (b) SUBMISSION BY BROKER-DEALER TO THE AUCTION AGENT. (i) Each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and shall specify with respect to each such Order: (A) the name of the Bidder placing such Order; (B) the aggregate Principal Amount of Series 200_-_ Notes that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the Principal Amount of Series 200_-_ Notes, if any, subject to any Hold Order placed by such Existing Holder; (2) the Principal Amount of Series 200_-_ Notes, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (3) the Principal Amount of Series 200_-_ Notes, if any, subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid. (ii) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest .001%. (iii) If an Order or Orders covering all Outstanding Series 200_-_ Notes owned by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder and not subject to an Order submitted to the Auction Agent. (iv) Neither the Issuer, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder. (v) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: (A) All Hold Orders shall be considered valid, but only up to the aggregate Principal Amount of Outstanding Series 200_-_ Notes held by such Existing Holder, and if the aggregate Principal Amount of Series 200_-_ Notes subject to such Hold Orders exceeds the aggregate Principal Amount of Series 200_-_ Notes held by such Existing Holder, the aggregate Principal Amount of Series 200_-_ Notes subject to each such Hold Order shall be reduced pro rata so that the aggregate Principal Amount of Series 200_-_ Notes subject to such Hold Order equals the aggregate Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder. (B) any Bid shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder over the aggregate Principal Amount of Series 200_-_ Notes subject to any Hold Order referred to in clause (A) of this paragraph (v); (1) subject to subclause (1) of this clause (B), if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including an amount equal to such excess, and the stated amount of Outstanding Series 200_-_ Notes subject to each Bid with the same rate shall be reduced pro rata to cover the stated amount of Outstanding Series 200_-_ Notes equal to such excess; (2) subject to subclauses (1) and (2) of this clause (B), if more than one Bid with different rates are submitted on behalf of such Existing Holder, such Bids shall be considered valid first in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such rate up to the amount of such excess; and (3) in any such event, the amount of Outstanding Series 200_-_ Notes, if any, subject to Bids not valid under this clause (B) shall be treated as the subject of a Bid by a Potential Holder at the rate therein specified; and (C) All Sell Orders shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 200_-_ Notes held by such Existing Holder over the aggregate Principal Amount of Series 200_-_ Notes subject to valid Hold Orders referred to in clause (A) of this paragraph (v) and valid Bids referred to in clause (B) of this paragraph (v). (vi) If more than one Bid for Series 200_-_ Notes is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate and Principal Amount therein specified. (vii) Any Bid or Sell Order submitted by an Existing Holder covering an aggregate Principal Amount of Series 200_-_ Notes not equal to an Authorized Denomination shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate Principal Amount of Series 200_-_ Notes not equal to an Authorized Denomination shall be rejected. (viii) Any Bid submitted by an Existing Holder or a Potential Holder specifying a rate lower than the All Hold Rate shall be treated as a Bid specifying the All Hold Rate, and any such Bid shall be considered as valid and shall be selected in the ascending order of the respective rates in the Submitted Bids. (ix) An Existing Holder that offers to purchase additional Series 200_-_ Notes is, for purposes of such offer, treated as a Potential Holder. (x) Any Bid specifying a rate higher than the Maximum Interest Rate will (A) be treated as a Sell Order if submitted by an Existing Holder and (B) not be accepted if submitted by a Potential Holder. (c) DETERMINATION OF SUFFICIENT BIDS, AUCTION RATE AND WINNING BID RATE. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being herein referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order," and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determine: (A) the excess of the total Principal Amount of Outstanding Series 200_-_ Notes over the sum of the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to Submitted Hold Orders (such excess being herein referred to as the "Available Series 200_-_ Notes"), and (B) from the Submitted Orders whether: (1) the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Interest Rate exceeds or is equal to the sum of: (2) the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Interest Rate, and (3) the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to Submitted Sell Orders; (in the event such excess or such equality exists, other than because the sum of the Principal Amount of Series 200_-_ Notes in subclauses (2) and (3) above is zero because all of the Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders, such Submitted Bids described in subclause (1) above shall be referred to collectively as "Sufficient Bids"); and (C) if Sufficient Bids exist, the Winning Bid Rate, which shall be the lowest rate specified in such Submitted Bids such that if: (1) (y) each such Submitted Bid from Existing Holders specifying such lowest rate and (z) all other Submitted Bids from Existing Holders specifying lower rates were rejected (thus entitling such Existing Holders to continue to own the Principal Amount of Series 200_-_ Notes subject to such Submitted Bids); and (2) (y) each such Submitted Bid from Potential Holders specifying such lowest rate and (z) all other Submitted Bids from Potential Holders specifying lower rates were accepted; the result would be that such Existing Holders described in subclause (1) above would continue to own an aggregate Principal Amount of Outstanding Series 200_-_ Notes which, when added to the aggregate Principal Amount of Outstanding Series 200_-_ Notes to be purchased by such Potential Holders described in subclause (2) above, would equal not less than the Available Series 200_-_ Notes. (ii) Promptly after the Auction Agent has made the determinations pursuant to Section 4(c)(i) hereof, the Auction Agent shall advise the Trustee, the Broker-Dealers and the Issuer of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR and the Applicable LIBOR-Based Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Interest Period as follows: (A) if Sufficient Bids exist, that the Auction Rate for the next succeeding Interest Period shall be equal to the Winning Bid Rate so determined; (B) if Sufficient Bids do not exist (other than because all of the Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders), that the Auction Rate for the next succeeding Interest Period shall be equal to the Maximum Rate; or (C) if all Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders, that the Auction Rate for the next succeeding Interest Period shall be equal to the All Hold Rate. Promptly after the Auction Agent has determined the Auction Rate, the Auction Agent will determine and advise the Trustee of the Applicable Interest Rate, which shall not exceed the Maximum Rate. If for any Interest Period the Auction Rate exceeds the Maximum Rate, the Applicable Interest Rate for such Interest Period shall equal the Maximum Rate. If the Maximum Auction Rate is less than the Auction Rate, the Applicable Interest Rate will be the Maximum Auction Rate. If the Auction Agent has not received Sufficient Bids (other than because all of the Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders), the Applicable Interest Rate will be the Maximum Rate. In any of the cases described above, Submitted Orders will be accepted or rejected and the Auction Agent will take such other action as described below in subparagraph (ii) of Section 4(d) hereof. (d) ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS. Existing Holders shall continue to own the Principal Amount of Series 200_-_ Notes that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 4(c)(i) hereof, Submitted Bids and Submitted Sell Orders shall be accepted or rejected, and the Auction Agent shall take such other action as described below: (i) if Sufficient Bids have been made, all Submitted Sell Orders shall be accepted and, subject to the provisions of paragraphs (iv) and (v) of this Section 4(d), Submitted Bids shall be accepted or rejected as follows in the following order of priority, and all other Submitted Bids shall be rejected: (A) Existing Holders' Submitted Bids specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bids; (B) Existing Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to own the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bids; (C) Potential Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus requiring such Potential Owner to purchase the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bid; (D) Each Existing Holders' Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be rejected, thus entitling such Existing Holder to continue to own the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bid, unless the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to all such Submitted Bids shall be greater than the Principal Amount of Series 200_-_ Notes (the "Remaining Principal Amount") equal to the excess of the Available Series 200_-_ Notes over the aggregate Principal Amount of Series 200_-_ Notes subject to Submitted Bids described in clauses (B) and (C) of this Section 4(d)(i), in which event such Submitted Bid of such Existing Holder shall be rejected in part, and such Existing Holder shall be entitled to continue to own the Principal Amount of Series 200_-_ Notes subject to such Submitted Bid, but only in an amount equal to the aggregate Principal Amount of Series 200_-_ Notes obtained by multiplying the Remaining Principal Amount by a fraction, the numerator of which shall be the Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding Series 200_-_ Notes subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and (E) Each Potential Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be accepted, but only in an amount equal to the Principal Amount of Series 200_-_ Notes obtained by multiplying the excess of the aggregate Principal Amount of Available Series 200_-_ Notes over the aggregate Principal Amount of Series 200_-_ Notes subject to Submitted Bids described in clauses (B), (C) and (D) of this Section 4(d)(i) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding Series 200_-_ Notes subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate. (ii) If Sufficient Bids have not been made (other than because all of the Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders), subject to the provisions of Section 4(d)(iv) hereof, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) Existing Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be rejected, thus entitling such Existing Holders to continue to own the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bids; (B) Potential Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be accepted, thus requiring each Potential Holder to purchase the aggregate Principal Amount of Series 200_-_ Notes subject to such Submitted Bids; and (C) each Existing Holder's Submitted Bid specifying any rate that is higher than the Maximum Rate and each Existing Holder's Submitted Sell Order shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the Series 200_-_ Notes subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the aggregate Principal Amount of Series 200_-_ Notes obtained by multiplying the aggregate Principal Amount of Series 200_-_ Notes subject to Submitted Bids described in clause (B) of this Section 4(d)(ii) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 200_-_ Notes owned by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate Principal Amount of Outstanding Series 200_-_ Notes subject to all such Submitted Bids and Submitted Sell Orders. (iii) If all Outstanding Series 200_-_ Notes are subject to Submitted Hold Orders, all Submitted Bids shall be rejected. (iv) If, as a result of the procedures described in paragraph (i) or (ii) of this Section 4(d), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a Principal Amount of Series 200_-_ Notes that is not equal to an Authorized Denomination, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the Principal Amount of Series 200_-_ Notes to be purchased or sold by any Existing Holder or Potential Holder so that the Principal Amount of Series 200_-_ Notes purchased or sold by each Existing Holder or Potential Holder shall be equal to an Authorized Denomination. (v) If, as a result of the procedures described in paragraph (i) of this Section 4(d), any Potential Holder would be entitled or required to purchase less than an Authorized Denomination of Series 200_-_ Notes, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate Series 200_-_ Notes for purchase among Potential Holders so that only Series 200_-_ Notes in Authorized Denominations are purchased by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any Series 200_-_ Notes. (e) Based on the result of each Auction, the Auction Agent shall determine the aggregate Principal Amount of Series 200_-_ Notes to be purchased and the aggregate Principal Amount of Series 200_-_ Notes to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregate Principal Amount of Series 200_-_ Notes to be sold differs from such aggregate Principal Amount of Series 200_-_ Notes to be purchased, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Series 200_-_ Notes. (f) Any calculation by the Auction Agent, the Issuer or the Trustee, as applicable, of the Applicable Interest Rate, the Applicable LIBOR-Based Rate, the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Non-Payment Rate shall, in the absence of manifest error, be binding on all other parties. (g) Notwithstanding anything in this _____ Supplement to the contrary notwithstanding, no Auction will be held on any Auction Date hereunder during the continuance of a Payment Default (or on the next Business Day after a Payment Default is cured) or if the Series 200_-_ Notes are no longer in Book-Entry-Form. (h) The Issuer shall not, and shall not cause (or, to the extent within its control, permit) any affiliate to, submit any Order (other than a Sell Order) in any Auction. SECTION 5. DETERMINATION OF PAYMENT DEFAULTS AND PAYMENT OF AUCTION AGENT AND BROKER-DEALER FEES. (a) The Trustee shall determine, not later than 2:00 p.m., New York City time, on the Business Day next preceding each Interest Payment Date, whether a Payment Default has occurred. If a Payment Default has occurred, the Trustee shall, not later than 2:15 p.m., New York City time, on such Business Day, send a notice thereof in substantially the form of Exhibit C attached hereto to the Auction Agent by telecopy or similar means and, if such Payment Default is cured, the Trustee shall immediately send a notice in substantially the form of Exhibit D attached hereto to the Auction Agent by telecopy or similar means. (b) Not later than 12:00 noon, New York City time, on each Interest Payment Date, the Issuer shall pay or cause to be paid to the Auction Agent, in immediately available funds out of amounts available therefor in the Administration Fund, an amount equal to the Auction Agent Fee and the Broker-Dealer Fee as calculated in accordance with the Auction Agent Agreement. The Issuer shall, from time to time at the request of the Auction Agent, reimburse the Auction Agent for its reasonable expenses as provided in the Auction Agent Agreement, such expenses to be paid out of amounts available therefor in the Administration Fund. SECTION 6. CALCULATION OF VARIOUS RATES. The Auction Agent shall calculate the Maximum Auction Rate, the All Hold Rate and the Applicable LIBOR-Based Rate on each Auction Date and shall notify the Issuer, Trustee and the Broker-Dealers of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Applicable LIBOR-Based Rate, all as provided in the Auction Agent Agreement. If the ownership of the Series 200_-_ Notes is no longer maintained in Book-Entry Form by the Securities Depository, the Trustee shall calculate the Maximum Rate on the Business Day immediately preceding the first day of each Interest Period after the delivery of definitive Series 200_-_ Notes pursuant to Section 17 hereof. If a Payment Default shall have occurred, the Trustee shall calculate the Non-Payment Rate on the Interest Rate Determination Date for (a) each Interest Period commencing after the occurrence and during the continuance of such Payment Default and (b) any Interest Period commencing less than two Business Days after the cure of any Payment Default. The Auction Agent shall determine the Applicable LIBOR-Based Rate for each Interest Period other than the first Interest Period; provided that if the ownership of the Series 200_-_ Notes is no longer maintained in Book-Entry Form, or if a Payment Default has occurred, then the Trustee shall determine the Applicable LIBOR-Based Rate for each such Interest Period. For any Interest Period for which any Carry-Over Amount exists, the Auction Agent shall calculate One-Month LIBOR. The Issuer shall determine on each Auction Date whether the Net Loan Restriction Period is applicable for the next Auction Period and, if it is, the Issuer shall notify the Trustee, the Auction Agent and the Broker-Dealers of such event. If the Net Loan Restriction Period is applicable for an Auction Period, the Issuer shall calculate the Net Loan Rate, the Adjusted Student Loan Portfolio Rate of Return and the Program Expense Percentage and shall notify the Trustee, the Auction Agent and the Broker-Dealers of such calculations. The Trustee shall calculate the Adjusted CP Rate pursuant to the Auction Rate Reset Agreement. SECTION 7. NOTIFICATION OF RATES, AMOUNTS AND PAYMENT DATES. (a) By 10:00 a.m., New York City time, on each Regular Record Date with respect to the Series 200_-_ Notes, the Trustee shall determine the aggregate amounts of interest distributable on the next succeeding Interest Payment Date to the beneficial owners of each series thereof. (b) As soon as practicable prior to each Interest Payment Date with respect to the Series 200_-_ Notes, the Trustee shall: (i) confirm with the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the Series 200_-_ Notes is maintained in Book-Entry Form by the Securities Depository, (A) the date of such next Interest Payment Date and (B) the amount payable to the Auction Agent on such Interest Payment Date pursuant to Section 5(b) hereof; (ii) advise the Securities Depository, so long as the ownership of the Series 200_-_ Notes is maintained in Book-Entry Form by the Securities Depository, upon request, of the aggregate amount of interest, and the aggregate amount (if any) of Carry-Over Amount and interest thereon, distributable on the next succeeding Interest Payment Date to the beneficial owners of each series thereof; and (iii) pursuant to Section 3 hereof, advise the Holders of each series of Series 200_-_ Notes of any Carry-Over Amount accruing on such series. SECTION 8. AUCTION AGENT. (a) ____________________________ is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with ____________________________, as the Initial Auction Agent. Any Substitute Auction Agent shall be (i) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this _____ Supplement by giving at least 90 days' notice to the Trustee, each Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Holders of 66-2/3% of the aggregate Principal Amount of the Series 200_-_ Senior Notes then Outstanding (or, if there shall be no Series 200_-_ Senior Notes Outstanding, the Holders of 66-2/3% of the aggregate Principal Amount of the Series 200_-_ Subordinate Notes), and if by such Holders, by an instrument signed by such Holders or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a Substitute Auction Agent shall not have been appointed within 60 days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a Substitute Auction Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. (b) If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Trustee at the direction of an Authorized Officer of the Issuer, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, negligent failure to act or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the performance of its duties under the Auction Agent Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agreement, the Auction Agent shall give notice thereof to the Trustee in accordance with the Auction Agent Agreement. SECTION 9. BROKER-DEALERS. (a) The Auction Agent will enter into Broker-Dealer Agreements with ____________________, as the initial Broker-Dealer. An Authorized Officer of the Issuer may, from time to time approve one or more additional persons to serve as Broker-Dealers under Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Trustee and the Auction Agent. (b) Any Broker-Dealer may be removed at any time, at the request of an Authorized Officer of the Issuer but there shall, at all times, be at least one Broker-Dealer appointed and acting as such with respect to each series of Series 200_-_ Notes. SECTION 10. CHANGES IN AUCTION PERIOD OR PERIODS. While any of the Series 200_-_ Notes are Outstanding, the Issuer may, from time to time convert the length of one or more Auction Periods and designate an Auction Period of a different length than set forth in the definition of Interest Period (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period and the Applicable Interest Rate borne by any series of the Series 200_-_ Notes. The Issuer shall not initiate an Auction Period Adjustment unless it shall have received, not less than 10 days nor more than 20 days prior to the Auction Period Adjustment, the written consent of the applicable Market Agent, which consent shall not be unreasonably withheld. The Issuer shall initiate the Auction Period Adjustment by giving written notice by Issuer Order to the Trustee, the Auction Agent, the applicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the information contained in, Exhibit E to this _____ Supplement at least ten days prior to the Auction Date for such Auction Period. An Auction Period Adjustment shall take effect only (a) if the Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day before the Auction Date for the first such Auction Period, an Issuer Certificate in substantially the form attached as, or containing substantially the same information contained in, Exhibit F to this _____ Supplement, authorizing the Auction Period Adjustment specified in such certificate along with written confirmation that the Rating Agency Condition has been satisfied with respect to such Auction Period Adjustment, and (b) Sufficient Bids exist as of the Auction on the Auction Date for such first Auction Period. If the condition referred to in (a) above is not met, the Applicable Interest Rate for the next Auction Period shall be determined pursuant to the provisions of Sections 4 through 9 hereof and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (a) is met but the condition referred to in (b) above is not met, the Applicable Interest Rate for the next Auction Period shall be the Maximum Rate, and in either case the Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Agent Agreement. SECTION 11. CHANGES IN THE AUCTION DATE. The applicable Market Agent, with the written consent of an Authorized Officer of the Issuer specify an earlier Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" in Section 1 of this _____ Supplement with respect to one or more specified Auction Periods for one or more series of Series 200_-_ Notes, designate a Series Auction Date different than as set forth in the definition of Interest Period in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the Applicable Interest Rate borne by the Series 200_-_ Notes of such series. The applicable Market Agent shall deliver a written request for consent to such change in the Auction Date to the Issuer not less than three days nor more than twenty days prior to the effective date of such change. The applicable Market Agent shall provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least three days prior to the proposed changed Auction Date to the Trustee, the Auction Agent, the Issuer and the Securities Depository. Such notice shall be substantially in the form of, or contain substantially the information contained in, Exhibit G to this _____ Supplement. In connection with any change described in this Section 11, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Agent Agreement. SECTION 12. ADDITIONAL PROVISIONS REGARDING THE APPLICABLE INTEREST RATE. The determination of each Applicable Interest Rate by the Auction Agent or any other Person pursuant to the provisions of the applicable Section of this _____ Supplement shall be conclusive and binding on the Holders of the series of Series 200_-_ Notes to which such Applicable Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes. In no event shall the cumulative amount of interest paid or payable on a series of Series 200_-_ Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 200_-_ Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 200_-_ Notes of such series or related documents) calculated from the date of issuance of such series through any subsequent day during the term of such series or otherwise prior to payment in full of the Series 200_-_ Notes of such series exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Series 200_-_ Notes of a series or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 200_-_ Notes of such series, or if the redemption or acceleration of the maturity of the Series 200_-_ Notes of such series results in payment to or receipt by the Holder or any former Holder of the Series 200_-_ Notes of such series of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 200_-_ Notes of such series or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Series 200_-_ Notes of such series shall be credited on the Principal Amount of the Series 200_-_ Notes of such series (or, if the Series 200_-_ Notes of such series have been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of the Series 200_-_ Notes of such series and related documents shall automatically and immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the Series 200_-_ Notes of such series and under the related documents. SECTION 13. QUALIFICATIONS OF MARKET AGENT. Each Market Agent shall be a member of the National Association of Securities Dealers, Inc., have a capitalization of at least $50,000,000 and be authorized by law to perform all the duties imposed upon it by this _____ Supplement. Any Market Agent may resign and be discharged of the duties and obligations created by this _____ Supplement by giving at least 90 days' notice to the Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Issuer and the acceptance of such appointment by such successor market agent. Any Market Agent may be replaced at the direction of the Issuer, by an instrument signed by an Authorized Officer of the Issuer filed with such Market Agent and the Trustee at least thirty days before the effective date of such replacement, provided that such replacement shall not be effective until the appointment of a successor market agent by the Issuer and the acceptance of such appointment by such successor market agent. In the event that any Market Agent shall be removed or be dissolved, or if the property or affairs of any Market Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and there is no Market Agent for any series of Series 200_-_ Notes, and the Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section 13, shall be deemed to be the Market Agent for such series for all purposes of this _____ Supplement until the appointment by the Issuer of the successor Market Agent. Nothing in this Section 13 shall be construed as conferring on the Trustee additional duties other than as set forth herein. SECTION 14. PURPOSES OF ISSUANCE OF SERIES 200_-_ NOTES. The Series 200_-_ Notes are being issued (a) to provide funds to be used to acquire Student Loans, (b) to pay interest on the Notes and Servicing Fees, Administration Fees and Note Fees, (c) to fund the Reserve Fund, and (d) to pay the costs of issuing the Series 200_-_ Notes. SECTION 15. DEPOSIT OF SERIES 200_-_ NOTE PROCEEDS. From the net proceeds derived from the sale of the Series 200_-_ Notes on ________, 200_ ($________), there shall be deposited with the Trustee: (a) for credit to the Acquisition Fund, an amount equal to $__________; (b) for credit to the Administration Fund, an amount equal to $__________ to pay costs of issuance other than the underwriting discount; and (c) for credit to the Reserve Fund, an amount equal to $____________. SECTION 16. REDEMPTION OF SERIES 200_-_ NOTES. The Series 200_-_ Notes are subject to redemption as provided in this Section 16. (a) OPTIONAL REDEMPTION. Subject to compliance with Section 3.02 of the Indenture and the next paragraph, Outstanding Series 200_-_ Notes of any series may, at the option of the Issuer and from amounts credited to the Retirement Account for such purpose, be redeemed on any regularly scheduled Interest Payment Date for such series, in whole or in part, at a Prepayment Price equal to 100% of the Principal Amount of Series 200_-_ Notes to be so redeemed plus accrued interest thereon to the Prepayment Date. (b) MANDATORY REDEMPTION. (i) The Series 200_-_ Notes of any series are subject to mandatory redemption on any regularly scheduled Interest Payment Date following the end of the Acquisition Period applicable to such series of Notes from revenues deposited from the Collection Fund to the Retirement Account of the Debt Service Fund pursuant to Section 4.05(m) of the Indenture. The Series 200_-_ Notes of each series selected for redemption as provided in subsection (c) of this Section 16 shall be redeemed on the first regularly scheduled Interest Payment Date for that series for which the Trustee can give the required notice. The Prepayment Price will be 100% of the Principal Amount of such Notes to be redeemed, plus accrued interest thereon to the Prepayment Date. (ii) Notes of any series shall be redeemed on the next regularly scheduled Interest Payment Date for which redemption notice can be given following the end of each Acquisition Period for the Series 200_-_ Notes in an amount equal to the unexpended portion of the Series 200_-_ Notes with respect to each such Acquisition Period at the end of the Acquisition Period. For purposes of determining the amount of Notes to be redeemed pursuant to this Section 16(b)(ii), the Issuer shall assume that moneys in the Acquisition Fund from the proceeds of the Series 200_-_ Notes were used to acquire Eligible Loans on a "first-in, first-out" basis. Notes to be redeemed pursuant to this Section 16(b)(ii) shall, notwithstanding any provisions of this _____ Supplemental Indenture, be selected first from Series 200_-_ Subordinate Notes (to the extent permitted by Section 3.02 of the Indenture), then from Series 2002-2 Subordinate Notes (to the extent permitted by Section 3.02 of the Indenture) then from Series 2002 Senior Notes, then from Series 200_-_ Subordinate Notes (to the extent permitted by Section 3.02 of the Indenture), then from the Series 2002-2 Subordinate Notes (to the extent permitted by Section 3.02 of the Indenture) and then from Series 200_-_ Senior Notes as provided in Section 16(c) hereof; provided however, that upon satisfaction of the Rating Agency Condition such selection order may be changed. Notwithstanding any other provision of the Indenture to the contrary, any moneys remaining in the Acquisition Fund at the end of the Acquisition Period shall be used for such redemption. (iii) The Principal Amount of Series 200_-_ Notes to be redeemed pursuant to this subsection (b) shall be equal to the largest Authorized Denomination. (c) SELECTION OF SERIES 200_-_ NOTES FOR REDEMPTION. If less than all Outstanding Series 200_-_ Notes are to be redeemed pursuant to subsections (a) or (b) of this Section 16, such Principal Amounts of each series of Series 200_-_ Notes as the Issuer may designate (subject to the limitations contained in this Section 16) shall be selected for redemption, to the extent that the provisions of Section 3.02 of the Indenture will not be violated thereby. In the absence of valid direction by the Issuer and subject to the foregoing, the Series 200_-_ Notes to be redeemed will be selected as follows: first from the Series 200_-_ Subordinate Notes to the extent permitted by Section 3.02 of the Indenture in ascending numerical order of the series designation, and thereafter from the Series 200_-_ Senior Notes in ascending numerical order of the series designation. If less than all of the Outstanding Series 200_-_ Notes of a given series are to be redeemed pursuant to this Section 16, the particular Series 200_-_ Notes to be redeemed shall be selected by the Trustee by lot in such manner as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Series 200_-_ Notes in an Authorized Denomination. The Trustee shall promptly notify the Note Registrar and any Paying Agent for the Series 200_-_ Notes (in each case, if other than the Trustee) in writing of the Series 200_-_ Notes selected for redemption and, in the case of any Series 200_-_ Note selected for partial redemption, the Principal Amount thereof to be redeemed. For all purposes of the Indenture, unless the context otherwise requires, all provisions relating to the redemption of Series 200_-_ Notes shall relate, in the case of any Series 200_-_ Note redeemed or to be redeemed only in part, to the portion of the principal of such Series 200_-_ Note which has been or is to be redeemed. (d) NOTICE OF REDEMPTION. Notice of redemption of Series 200_-_ Notes pursuant to this Section 16 shall be given not less than ten days nor more than 30 days prior to the Prepayment Date in accordance with the provisions of Section 3.04 of the Indenture. SECTION 17. BOOK-ENTRY SERIES 200_-_ NOTES. (a) Subject to subsection (c) below, the registered Holder of all Series 200_-_ Notes shall be the Securities Depository, and the Series 200_-_ Notes shall be registered in the name of the nominee for the Securities Depository. (b) The Series 200_-_ Notes shall be initially issued in the form of one or more separate, authenticated fully-registered Series 200_-_ Notes for each series thereof in the aggregate Principal Amount of such series. Upon initial issuance, the ownership of each such Series 200_-_ Note shall be registered in the registration books kept by the Note Registrar in the name of the nominee of the Securities Depository. The Trustee and the Issuer may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Series 200_-_ Notes registered in its name for the purposes of (i) payment of the principal or Prepayment Price of and interest on the Series 200_-_ Notes, (ii) selecting the Series 200_-_ Notes or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under the Indenture, (iv) registering the transfer of Series 200_-_ Notes, and (v) obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary (except as provided in subsection (c) below). Neither the Trustee nor the Issuer shall have any responsibility or obligation to any Participant, any beneficial owner of Series 200_-_ Notes or any other Person claiming a beneficial ownership interest in the Series 200_-_ Notes under or through the Securities Depository or any Participant, or any other Person which is not shown on the registration books of the Note Registrar as being a Holder, with respect to the accuracy of any records maintained by the Securities Depository or any Participant, the payment to the Securities Depository of any amount in respect of the principal or Prepayment Price of or interest on the Series 200_-_ Notes; any notice which is permitted or required to be given to Holders under the Indenture; the selection by the Securities Depository or any Participant of any Person to receive payment in the event of a partial redemption of the Series 200_-_ Notes; or any consent given or other action taken by the Securities Depository as Holder. The Trustee shall pay all principal and Prepayment Price of and interest on the Series 200_-_ Notes only to or upon the order of the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal, purchase price or Prepayment Price of and interest on the Series 200_-_ Notes to the extent of the sum or sums so paid. Except as provided in subsection (c) below, no Person other than the Securities Depository shall receive an authenticated Series 200_-_ Note evidencing the obligation of the Issuer to make payments of principal or Prepayment Price and interest pursuant to this Indenture. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of the preceding nominee, the Series 200_-_ Notes will be transferable to such new nominee in accordance with subsection (f) below. (c) In the event the Issuer determines that it is in the best interest of the Issuer not to continue the Book-Entry System of transfer or that the interest of the Holders might be adversely affected if the Book-Entry System of transfer is continued, the Issuer may so notify the Securities Depository and the Trustee, whereupon the Securities Depository will notify the Participants of the availability through the Securities Depository of definitive Series 200_-_ Notes. In such event, the Trustee shall authenticate, transfer and exchange definitive Series 200_-_ Notes as requested by the Securities Depository in appropriate amounts in accordance with subsection (f) below. The Securities Depository may determine to discontinue providing its services with respect to the Series 200_-_ Notes at any time by giving notice to the Issuer and the Trustee and discharging its responsibilities with respect thereto under applicable law, or the Issuer may determine that the Securities Depository is incapable of discharging its responsibilities and may so advise the Securities Depository. In either such event, the Issuer shall either establish its own Book-Entry System or use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor Securities Depository), the Issuer and the Trustee shall be obligated to deliver definitive Series 200_-_ Notes as described in this Indenture and in accordance with subsection (f) below. In the event definitive Series 200_-_ Notes are issued, the provisions of the Indenture and this Supplemental Indenture shall apply to such definitive Series 200_-_ Notes in all respects, including, among other things, the transfer and exchange of such Series 200_-_ Notes and the method of payment of principal or Prepayment Price of and interest on such Series 200_-_ Notes. Whenever the Securities Depository requests the Issuer and the Trustee to do so, the Issuer and the Trustee will cooperate with the Securities Depository in taking appropriate action after reasonable notice (i) to make available one or more separate definitive Series 200_-_ Notes to any Participant having Series 200_-_ Notes credited to its account with the Securities Depository or (ii) to arrange for another securities depository to maintain custody of definitive Series 200_-_ Notes. (d) Notwithstanding any other provision of the Indenture to the contrary, so long as any Series 200_-_ Note is registered in the name of the nominee of the Securities Depository, all payments with respect to the principal or Prepayment Price of and interest on such Series 200_-_ Note and all notices with respect to such Series 200_-_ Note shall be made and given, respectively, to the Securities Depository as provided in its letter of representations. (e) In connection with any notice or other communication to be provided to Holders pursuant to the Indenture by the Issuer or the Trustee or with respect to any consent or other action to be taken by Holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than 15 calendar days in advance of such record date (or such longer time as may be required by the Securities Depository) to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Holder. (f) In the event that any transfer or exchange of Series 200_-_ Notes is permitted under subsection (b) or (c) of this Section 17, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered Holder thereof of the Series 200_-_ Notes to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of the Indenture. In the event definitive Series 200_-_ Notes are issued to Holders other than the nominee of the Securities Depository, or another securities depository as Holder of all the Series 200_-_ Notes, the provisions of the Indenture shall also apply to, among other things, the printing of such definitive Series 200_-_ Notes and the methods of payment of principal or Prepayment Price of and interest on such Series 200_-_ Notes. SECTION 18. LIMITATION ON FEES. (a) For so long as any Series 200_-_ Notes shall be Outstanding, the Issuer covenants and agrees that the Note Fees with respect to the Series 200_-_ Notes to be paid, or reimbursed to the Issuer, from the Administration Fund shall not, in any year, exceed the sum of (a) the annual fees of the Trustee, the Delaware Trustee, the Eligible Lender Trustee and the Market Agent in effect as of the Closing Date, plus (b) the Broker-Dealer Fees payable at the Broker-Dealer Fee Rate in effect as of the Closing Date, plus (c) the Auction Agent Fees payable at the Auction Agent Fee Rate in effect as of the Closing Date, unless the Rating Agency Condition is satisfied with respect to any such excess amount. (b) The Issuer covenants and agrees that the aggregate amount of Servicing Fees, Administration Fees and Note Fees paid from the Administration Fund shall not, in any Fiscal Year, exceed the sum of such fees provided for in the Cash Flows provided to each Rating Agency on the Closing Date for the Series 200_-_ Notes, unless a Rating Agency Condition is satisfied with respect to any such excess amount. SECTION 19. CERTAIN DESIGNATIONS PURSUANT TO THE INDENTURE. (a) For so long as any Notes shall be Outstanding, for purposes of the Indenture: (i) the "Senior Asset Requirement" shall mean that, as of the date of determination, the Senior Asset Percentage is at least equal to ___% and the Subordinate Asset Percentage is at least equal to ___% or such lesser percentage as permitted upon satisfaction of a Rating Agency Condition; (ii) the "Asset Release Requirement" shall mean that, as of the date of determination, (A) the Senior Asset Percentage is at least equal to ___% and the Subordinate Asset Percentage is at least equal to ___% and (B) the Aggregate Value of assets held under the Indenture, less the principal amount of all Notes Outstanding will exceed $__________ after release or payment; provided, however, that if any Financed Eligible Loan shall have ceased to be an Eligible Loan because it has lost its Guarantee as a result of marketing operations of College Loan Corporation and not servicer error and such Financed Student Loan remains in the Trust Estate as of such date of determination (a "Non-Guaranteed Loan"), then Asset Release Requirement shall mean, as of the date of determination and after release or payment, that (A) the Aggregate Value less the sum of all accrued interest on Outstanding Senior Notes, all accrued Issuer Swap Payments with respect to Senior Swap Agreements and all accrued fees with respect to Senior Credit Enhancement Facilities is equal to at least ___% of the principal amount of all Senior Notes Outstanding plus ___% of the unpaid principal and accrued interest on the Non-Guaranteed Loans remaining in the Trust Estate, (B) the Aggregate Value less the sum of all accrued interest on all Outstanding Subordinate Notes, all accrued Issuer Swap Payments (other than with respect to Junior Subordinate Swap Agreements) and all accrued fees with respect to Credit Enhancement Facilities (other than Junior Subordinate Credit Enhancement Facilities) is equal to at least ___% of the principal amount of all Notes Outstanding plus ___% of the unpaid principal and accrued interest on the Non-Guaranteed Loans remaining in the Trust Estate and (C) the Aggregate Value of assets held under the Indenture, less the principal amount of all Notes Outstanding will exceed $___________ after release or payment; or in all cases such lesser percentages or amounts as may be permitted upon satisfaction of a Rating Agency Condition; and (iii) the "Premium" for each Eligible Loan acquired by the Issuer shall mean the portion of the purchase price paid by the Issuer that exceeds the outstanding Principal Balance of such Eligible Loan as of its date of acquisition; provided, however, at no time shall the total premiums paid for Eligible Loans by the Issuer exceed ___% of the Principal Balance of the Eligible Loans acquired by the Issuer (except that the Premium may be up to ___% of the Principal Balance for Eligible Loans acquired with the proceeds of the Series 200_-_ Notes) or such greater percentages as permitted upon satisfaction of a Rating Agency Condition. (b) For purposes of making the deposits required by Section 4.07(a) of the Indenture with respect to the Series 200_-_ Notes, for any Interest Period for which the actual Applicable Interest Rate with respect to a series of Series 200_-_ Notes is not known on the Monthly Calculation Date, such series of Series 200_-_ Notes shall be assumed to bear interest at the rate determined by the Issuer and set forth in an Issuer Order. (c) The Issuer will not enter into a Joint Sharing Agreement except upon satisfaction of a Rating Agency Condition. SECTION 20. MANDATORY REDEMPTION OF OR DISTRIBUTIONS OF PRINCIPAL WITH RESPECT TO NOTES. (a) For purposes of Section 3.03 of the Indenture and subject to the provisions of Section 3.02 of the Indenture, if less than all Outstanding Series 200_-_ Notes are to be redeemed, the particular series from which Notes shall be redeemed will be determined by Issuer as and to the extent provided herein. (b) For purposes of Section 3.03 of the Indenture, any Supplemental Indenture pursuant to which any series of Notes is issued may provide that amounts transferred to the Retirement Account for the mandatory redemption of, or distribution of principal with respect to, Notes shall be applied to such series of Notes, or any portions thereof, either prior to or after the application of such amounts to the Series 200_-_ Notes, or shall be allocated between such series of Notes and the Series 200_-_ Notes in any other manner. This Section shall not alter the limitation set forth in Section 3.02 of the Indenture or herein. SECTION 21. LIST OF NON-BUSINESS DAYS. The Trustee shall provide to the Auction Agent on the initial Closing Date, and on or before December 31 of each year and upon any change in the state in which the Trustee's Principal Office is located, a list of all legal holidays in the state in which the Principal Office of the Trustee is located during the ensuing calendar year. SECTION 22. CERTAIN FINDINGS, DETERMINATIONS AND DESIGNATIONS. The Issuer hereby finds and determines as follows: (a) This _____ Supplement supplements the Indenture, constitutes and is a "Supplemental Indenture" within the meaning of such term as defined and used in the Indenture and is executed under and pursuant to the Indenture. (b) The Series 200_-_ Senior Notes constitute, and are hereby designated as, "Senior Notes" within the meaning of the term as defined and used in the Indenture and are on parity with all other Senior Note previously issued pursuant to the terms of the Indenture, and the Series 200_-_ Subordinate Notes constitute, and are hereby designated as, "Subordinate Notes" within the meaning of the term as defined and used in the Indenture and are on parity with all other Subordinate Notes previously issued pursuant to the terms of the Indenture. (c) Upon receipt of the proceeds of the sale of the Series 200_-_ Notes, (i) the revenues and other moneys and property pledged under the Indenture will not be encumbered by any lien or charge thereon or pledge thereof, other than the lien and charge thereon and pledge thereof created by the Indenture for the payment and security of the Notes and (ii) there will not be outstanding any bonds, notes or other evidences of indebtedness payable from and secured by a lien on or pledge or charge upon the revenues and other moneys and property pledged under the Indenture. (d) There does not exist an "Event of Default," within the meaning of such term as defined in the Indenture, which is continuing, nor does there exist any condition, which, after the passage of time, would constitute such an "Event of Default." SECTION 23. CONDITIONS PRECEDENT. Each series of Series 200_-_ Notes shall be executed, authenticated and delivered on the Closing Date subject to the satisfaction of the conditions precedent set forth in Section 2.02 of the Indenture. SECTION 24. [RESERVED] SECTION 25. NOTICES TO THE ELIGIBLE LENDER TRUSTEE AND THE TRUSTEE. In accordance with Section 10.04 of the Indenture, all notices, certificates and communications to the Eligible Lender Trustee and the Trustee shall be addressed as follows: To the Eligible Lender Trustee: ____________________________ [Street Address] [City, State Zip Code] Attention: ___________________ With a Copy to: ____________________________ [Street Address] [City, State Zip Code] Attention: ___________________ To the Trustee: ___________________________ [Street Address] [City, State Zip Code] Attention: __________________ With a Copy to: ____________________________ [Street Address] [City, State Zip Code] Attention: ___________________ SECTION 26. GOVERNING LAW. This _____ Supplement shall be governed by and be construed in accordance with the laws of the State of New York without giving effect to the conflicts-of-laws principles thereof. SECTION 27. HEADINGS. The headings or titles of the several sections hereof shall be solely for convenience of reference and shall not affect the meaning or construction, interpretation or effect of this _____ Supplement. SECTION 28. SEVERABILITY. If any provision of this _____ Supplement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this _____ Supplement contained shall not affect the remaining portions of this _____ Supplement or part thereof. SECTION 29. COUNTERPARTS; FACSIMILE. This _____ Supplement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of this _____ Supplement by facsimile shall be equally as effective as delivery of an original executed counterpart of this _____ Supplement. Any party delivering an executed counterpart of this _____ Supplement by facsimile shall also deliver an original executed counterpart of this _____ Supplement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this _____ Supplement. SECTION 30. EFFECT OF _____ SUPPLEMENT. Upon the execution and delivery of this _____ Supplement, the Indenture shall be supplemented in accordance herewith, and this _____ Supplement shall form a part of the Indenture for all purposes and every Holder of Notes hereafter authenticated and delivered and Other Beneficiary under the Indenture shall be bound hereby. SECTION 31. RIGHTS, PRIVILEGES AND IMMUNITIES OF TRUSTEE. The rights, privileges and immunities afforded the Trustee in Article 7 of the Indenture shall apply to this _____ Supplement as if fully set forth herein. [Execution Page(s) Follow] IN WITNESS WHEREOF, the parties hereto have caused this _____ Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. COLLEGE LOAN CORPORATION TRUST I By Wilmington Trust Company, not in its individual capacity but solely as Delaware Trustee By _________________________________ Name _________________________________ Title _________________________________ IN WITNESS WHEREOF, the parties hereto have caused this _____ Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. ___________________________, as Trustee By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT A FORM OF SERIES 200_-_A NOTES Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its Agent for registration of transfer, exchange, or payment, and any Note issued is registered in the name of CEDE & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered Owner hereof, CEDE & Co., has an interest herein. Auction Rate Student Loan Asset-Backed Note Senior Series 200_-A___ No. __-____ $____________ STATED MATURITY DATE DATE OF ORIGINAL ISSUE INTEREST RATE CUSIP _______, 20__ Variable _____ ___ Registered Holder: Cede & Co. Principal Amount: For Value Received, College Loan Corporation Trust I, a Delaware statutory trust (the "Issuer," which term includes any successor under the Indenture hereinafter referred to), acknowledges itself indebted and hereby promises to pay to the registered holder specified above, or registered assigns (the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above (subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender of this Note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for the Series 200_-_ Notes (as hereinafter defined), or a duly appointed successor Paying Agent, and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date and at Maturity, at the Applicable Interest Rate (as hereinafter described), and at the same rate per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. Payment of interest on this Note on each regularly scheduled Interest Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person who is the Registered Holder hereof as of 5:00 p.m. on the applicable Regular Record Date at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar, or, if the Registered Holder of this Note is the Registered Holder of Series 200_-_ Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 200_-_ Notes is outstanding, the Holder of all outstanding Series 200_-_ Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Registered Holder. In addition, interest on this Note is payable at the Maturity hereof in the same manner as the principal hereof, unless the date of such Maturity is a regularly scheduled Interest Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for (herein referred to as "Defaulted Interest") shall cease to be payable to the person who is the Registered Holder hereof at the close of business on the Regular Record Date and shall be payable to the person who is the Registered Holder hereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and notice of the Special Record Date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the special record date and the date fixed for the payment of such defaulted interest. The principal of, premium, if any, and interest on this Note are payable in lawful money of the United States of America. This Note is one of an authorized issue of Notes, issued and to be issued by the Issuer in one or more series pursuant to an Indenture of Trust, dated as of March 1, 2002 (as supplemented and amended by the First Supplement (as defined below), the Second Supplement (as defined below), the _____ Supplement (as defined below) and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as eligible lender trustee, to Deutsche Bank Trust Company Americas , as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2002 (the "First Supplement"), between the Issuer and the Trustee, a Second Supplemental Indenture of Trust, dated as of June 1, 2002 (the "Second Supplement"), between the Issuer and the Trustee and a _____ Supplemental Indenture of Trust, dated as of _______ __, 200_ (the "_____ Supplement"). As provided in the Indenture, the Series 200_-_ Notes are issuable in series which may vary as in the Indenture provided or permitted. This Note is one of a series of Senior Notes issued under the Indenture and the _____ Supplement, (collectively referred to herein as the "Series 200_-_ Senior Notes"), and a series of Subordinated Notes (the "Series 200_-_ Subordinate Notes," and, together with the Series 200_-_ Senior Notes, collectively referred to herein as the "Series 200_-_ Notes"). Reference is hereby made to the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of and premium, if any, and interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Issuer thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or Subordinate Obligations; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Issuer and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the Indenture. The Series 200_-_ Senior Notes are being issued as, and will constitute, Senior Notes under the Indenture. The Series 200_-_ Subordinate Notes are being issued as, and will constitute, Subordinate Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts pledged under the Indenture including, but not limited to, payments of principal and interest made by obligors of Financed Student Loans and available Note proceeds. Interest payable on this Series 200_-_ Note shall be computed on the basis of a 365-day year for the number of days actually elapsed, except that for any leap year, such calculation with respect to an Interest Payment Date occurring after January 1 of such year through December 31 of such year shall be computed on the basis of a 366-day year and accrue daily from the date hereof, and is payable on each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the last complete Interest Period immediately preceding the Interest Payment Date or, in the case of the Maturity hereof, the last day preceding the date of such Maturity. The Applicable Interest Rate shall be effective as of and on the first day (whether or not a Business Day) of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The unpaid principal amount hereof from time to time outstanding shall bear interest at an Applicable Interest Rate, payable on each Interest Payment Date and at the Maturity hereof such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. The Interest Period, the Applicable Interest Rate, the method of determining the Applicable Interest Rate on each of the Series 200_-_ Senior Notes and the Auction Procedures related thereto, an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be determined in accordance with the terms, conditions and provisions of the _____ Supplement, to which terms, conditions and provisions specific reference is hereby made, and all of which terms, conditions and provisions are hereby specifically incorporated herein by reference. By purchasing Series 200_-_ Notes, whether in an Auction or otherwise, each purchaser of the Series 200_-_ Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (a) to participate in Auctions on the terms described in the _____ Supplement, (b) to have its beneficial ownership of the Series 200_-_ Notes maintained at all times in Book-Entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership, and (c) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Series 200_-_ Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 200_-_ Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 200_-_ Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. The determination of the Applicable Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the _____ Supplement shall be conclusive and binding on the Holders of the Series 200_-_ Notes to which such Applicable Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes. Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (including interest calculated as provided herein, plus any other amounts that constitute interest on this Note under applicable law, which are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) calculated from the date of issuance of this Note through any subsequent day during the term of this Note or otherwise prior to payment in full of this Note exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the redemption or acceleration of the Maturity of this Note results in payment to or receipt by the Registered Holder or any former Registered Holder hereof of any interest in excess of that permitted by applicable law, then notwithstanding any provision of this Note or related documents to the contrary all excess amounts theretofore paid or received with respect to this Note shall be credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note and under the related documents. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 200_-_ Notes of any series shall be redeemed, in part, on the first regularly scheduled Interest Payment Date for such series for which notice can be given in accordance with the requirements of the _____ Supplement, at a redemption price equal to 100% of the principal amount of Series 200_-_ Notes of such series so redeemed, from revenues deposited from the Collection Fund to the Retirement Account in excess of amounts necessary to pay or provide for the payment of certain program operating expenses, interest on the Notes and certain other obligations payable from the Debt Service Fund. Subject to compliance with the provisions of the Indenture relating to certain asset requirements and certain other requirements, Outstanding Series 200_-_ Notes may, at the option of the Issuer, be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a redemption price equal to 100% of the principal amount thereof to be redeemed. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 200_-_ Notes of any series shall be redeemed, in part, on the first regularly scheduled Interest Payment Date for such series for which notice can be given following the end of each Acquisition Period in accordance with the requirements of the _____ Supplement, at a redemption price equal to 100% of the principal amount of Series 200_-_ Notes of such series so redeemed, in an amount equal to the unexpended portion of Series 200_-_ Notes with respect to each such Acquisition Period. Notes to be redeemed shall be selected first from Series 200_-_ Subordinate Notes (to the extent permitted by the Indenture), then from Series 2002 Notes, then from Series 2002-2 Notes, then from Series 200_-_ Subordinate Notes (to the extent permitted by the Indenture after giving effect to redemption of Series 2002 Notes and the Series 2002-2 Notes) and then from Series 200_-_ Senior Notes. If not all Series 200_-_ Notes are to be redeemed, the particular Series 200_-_ Notes to be redeemed are to be selected as provided in the Indenture and the _____ Supplement, subject to the foregoing requirements. Notice of redemption shall be given by first-class mail mailed not less than 10 days before the redemption date to each Holder of Series 200_-_ Notes to be redeemed at his last address appearing on the Note Register; but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for redemption of any Note not affected by such defect or failure. All Series 200_-_ Notes so called for redemption will cease to bear interest on such Redemption Date, provided funds for their redemption have been duly deposited, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed Outstanding thereunder. It is provided in the _____ Supplement that Series 200_-_ Notes of a denomination larger than $50,000 may be redeemed in part ($50,000 or a multiple thereof) and that upon any partial redemption of any such Series 200_-_ Note the same shall be surrendered in exchange for one or more new Notes of the same series in authorized form for the unredeemed portion of principal. If provision is made for the payment of principal of and premium, if any, and interest on this Note in accordance with the Indenture, this Note shall no longer be deemed Outstanding under the Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be payable solely from the funds provided for such payment. If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under certain circumstances, shall be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate principal amount of Subordinate Notes at the time Outstanding, if affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior Notes at the time Outstanding or Other Senior Beneficiaries or, if no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal amount of the Subordinate Notes at the time Outstanding or Other Subordinate Beneficiaries, on behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered Holder of this Note and upon all future Registered Holders hereof and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The Issuer may require payment by the Registered Holder hereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note, other than certain exchanges specifically exempted under the Indenture and not involving any transfer. The Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Issuer may treat the Person in whose name this Note is registered on the Note Register as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee, any Paying Agent, any Authenticating Agent, the Note Registrar nor any other such agent shall be affected by notice to the contrary. It Is Hereby Certified, Recited, Covenanted and Declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist, and have been performed in regular and due time, form and manner as so required. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee or by the Authenticating Agent by the manual signature of one of its authorized representatives. It is expressly understood and agreed by the holder hereof that (a) the Indenture and this Note each is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement in the Indenture and this Note made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and this Note shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained in the Indenture and this Note, all such liability, if any, being expressly waived by the holder hereof and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Indenture, this Note or the other Basic Documents. [Execution Page Follows] IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by the manual signature of the Delaware Trustee. Dated: _________, 200_ COLLEGE LOAN CORPORATION TRUST I By Wilmington Trust Company, not in its individual capacity but solely as Delaware Trustee By _________________________________ Name _________________________________ Title _________________________________ [CERTIFICATE OF AUTHENTICATION FOLLOWS] CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the series designated therein and issued under the provisions of the within-mentioned Indenture. ___________________________, as Trustee By _________________________________ Name _________________________________ Title _________________________________ [FORM OF ASSIGNMENT FOLLOWS] ASSIGNMENT For Value Received the undersigned hereby sells, assigns and transfers unto _____________________ the within Note and irrevocably appoints ______________________, attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________________________ Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without any alteration whatsoever. ___________________________________ Signature Guaranteed: ___________________________________ EXHIBIT B FORM OF SERIES 200_-_ SUBORDINATE NOTE Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its Agent for registration of transfer, exchange, or payment, and any Note issued is registered in the name of CEDE & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered Owner hereof, CEDE & Co., has an interest herein. Auction Rate Student Loan Asset-Backed Note Subordinate Series 200_-_B-__ No. _-____ $____________ STATED MATURITY DATE DATE OF ORIGINAL ISSUE INTEREST RATE CUSIP ___________, 20__ Variable _____ ___ Registered Holder: Cede & Co. Principal Amount: For Value Received, College Loan Corporation Trust I, a Delaware statutory trust (the "Issuer," which term includes any successor under the Indenture hereinafter referred to), acknowledges itself indebted and hereby promises to pay to the registered holder specified above, or registered assigns (the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above (subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender of this Note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for the Series 200_-_ Notes (as hereinafter defined), or a duly appointed successor Paying Agent, and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date and at Maturity, at the Applicable Interest Rate (as hereinafter described), and at the same rate per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. Payment of interest on this Note on each regularly scheduled Interest Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person who is the Registered Holder hereof as of 5:00 p.m. on the applicable Regular Record Date at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar, or, if the Registered Holder of this Note is the Registered Holder of Series 200_-_ Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 200_-_ Notes is outstanding, the Holder of all outstanding Series 200_-_ Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Registered Holder. In addition, interest on this Note is payable at the Maturity hereof in the same manner as the principal hereof, unless the date of such Maturity is a regularly scheduled Interest Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for (herein referred to as "Defaulted Interest") shall cease to be payable to the person who is the Registered Holder hereof at the close of business on the Regular Record Date and shall be payable to the person who is the Registered Holder hereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and notice of the Special Record Date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the special record date and the date fixed for the payment of such defaulted interest. The principal of, premium, if any, and interest on this Note are payable in lawful money of the United States of America. This Note is one of an authorized issue of Notes, issued and to be issued by the Issuer in one or more series pursuant to an Indenture of Trust, dated as of March 1, 2002 (as supplemented and amended by the First Supplement (as defined below), the Second Supplement (as defined below), the _____ Supplement (as defined below), and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2002 (the "First Supplement"), between the Issuer and the Trustee, a Second Supplemental Indenture of Trust, dated as of June 1, 2002 (the "Second Supplement"), between the Issuer and the Trustee and a _____ Supplemental Indenture of Trust, dated as of _______ __, 200_ (the "_____ Supplement"). As provided in the Indenture, the Series 200_-_ Notes are issuable in series which may vary as in the Indenture provided or permitted. This Note is one of a series of Subordinate Notes issued under the Indenture and the _____ Supplement (the "Series 200_-_ Subordinate Notes"). The Series 200_-_ Subordinate Notes are issued simultaneously with multiple series of Senior Notes (the "Series 200_-_ Senior Notes" and, together with the Series 200_-_ Subordinate Notes, collectively referred to herein as the "Series 200_-_ Notes"). Reference is hereby made to the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of and premium, if any, and interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Issuer thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or Subordinate Obligations; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Issuer and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the Indenture. The Series 200_-_ Senior Notes are being issued as, and will constitute, Senior Notes under the Indenture. The Series 200_-_ Subordinate Notes are being issued as, and will constitute, Subordinate Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts pledged under the Indenture including, but not limited to, payments of principal and interest made by obligors of Financed Student Loans and available Note proceeds. The Series 200_-_ Subordinate Notes constitute Subordinate Notes under the Indenture which are subordinated in right of payment, the direction of remedies and certain other matters in accordance with the terms of the Indenture to the rights of the Holders of Senior Notes issued from time to time under the Indenture (including, without limitation, the Series 200_-_ Notes) and Other Senior Beneficiaries thereunder (except termination payments due under swap agreements as a result of swap counterparty default). A failure to pay principal of and premium, if any, or interest on this Subordinate Note will not constitute an Event of Default under the Indenture if any Senior Obligation is Outstanding. Interest payable on this Series 200_-_ Note shall be computed on the basis of a 365-day year for the number of days actually elapsed, except that for any leap year such calculation with respect to an Interest Payment Date occurring after January 1 of such year through December 31 of such year shall be computed on the basis of a 366-day year and accrue daily from the date hereof (on the basis of a 365 or 366-day year, as applicable), and is payable on each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the last complete Interest Period immediately preceding the Interest Payment Date or, in the case of the Maturity hereof, the last day preceding the date of such Maturity. The Applicable Interest Rate shall be effective as of and on the first day (whether or not a Business Day) of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The unpaid principal amount hereof from time to time outstanding shall bear interest at an Applicable Interest Rate, payable on each Interest Payment Date and at the Maturity hereof such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. The Interest Period, the Applicable Interest Rate, the method of determining the Applicable Interest Rate on each of the Series 200_-_ Notes and the Auction Procedures related thereto, an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be determined in accordance with the terms, conditions and provisions of the _____ Supplement and the Auction Agent Agreement, to which terms, conditions and provisions specific reference is hereby made, and all of which terms, conditions and provisions are hereby specifically incorporated herein by reference. By purchasing Series 200_-_ Notes, whether in an Auction or otherwise, each purchaser of the Series 200_-_ Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (a) to participate in Auctions on the terms described in the _____ Supplement, (b) to have its beneficial ownership of the Series 200_-_ Notes maintained at all times in Book-Entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership, and (c) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Series 200_-_ Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 200_-_ Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 200_-_ Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. The determination of the Applicable Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the _____ Supplement shall be conclusive and binding on the Holders of the Series 200_-_ Notes to which such Applicable Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes. Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (including interest calculated as provided herein, plus any other amounts that constitute interest on this Note under applicable law, which are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) calculated from the date of issuance of this Note through any subsequent day during the term of this Note or otherwise prior to payment in full of this Note exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the redemption or acceleration of the Maturity of this Note results in payment to or receipt by the Registered Holder or any former Registered Holder hereof of any interest in excess of that permitted by applicable law, then notwithstanding any provision of this Note or related documents to the contrary all excess amounts theretofore paid or received with respect to this Note shall be credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note and under the related documents. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 200_-_ Notes of any series shall be redeemed, in part, on the first regularly scheduled Interest Payment Date for such series for which notice can be given in accordance with the requirements of the _____ Supplement, at a redemption price equal to 100% of the principal amount of Series 200_-_ Notes of such series so redeemed, from revenues deposited from the Collection Fund to the Retirement Account in excess of amounts necessary to pay or provide for the payment of certain program operating expenses, interest on the Notes and certain other obligations payable from the Debt Service Fund. Subject to compliance with the provisions of the Indenture relating to certain asset requirements and certain other requirements, Outstanding Series 200_-_ Notes may, at the option of the Issuer, be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a redemption price equal to 100% of the principal amount thereof to be redeemed. If not all Series 200_-_ Notes are to be redeemed, the particular Series 200_-_ Notes to be redeemed are to be selected as provided in the Indenture and the _____ Supplement. Notice of redemption shall be given by first-class mail mailed not less than 10 days before the redemption date to each Holder of Series 200_-_ Notes to be redeemed at his last address appearing on the Note Register; but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for redemption of any Note not affected by such defect or failure. All Series 200_-_ Notes so called for redemption will cease to bear interest on such Redemption Date, provided funds for their redemption have been duly deposited, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed Outstanding thereunder. It is provided in the _____ Supplement that Series 200_-_ Notes of a denomination larger than $50,000 may be redeemed in part ($50,000 or a multiple thereof) and that upon any partial redemption of any such Series 200_-_ Note the same shall be surrendered in exchange for one or more new Notes of the same series in authorized form for the unredeemed portion of principal. If provision is made for the payment of principal of and premium, if any, and interest on this Note in accordance with the Indenture, this Note shall no longer be deemed Outstanding under the Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be payable solely from the funds provided for such payment. If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under certain circumstances, shall be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate principal amount of Subordinate Notes at the time Outstanding, if affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior Notes at the time Outstanding or Other Senior Beneficiaries or, if no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal amount of the Subordinate Notes at the time Outstanding or Other Subordinate Beneficiaries, on behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered Holder of this Note and upon all future Registered Holders hereof and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The Issuer may require payment by the Registered Holder hereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note, other than certain exchanges specifically exempted under the Indenture and not involving any transfer. The Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Issuer may treat the Person in whose name this Note is registered on the Note Register as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee, any Paying Agent, any Authenticating Agent, the Note Registrar nor any other such agent shall be affected by notice to the contrary. It Is Hereby Certified, Recited, Covenanted and Declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist, and have been performed in regular and due time, form and manner as so required. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee or by the Authenticating Agent by the manual signature of one of its authorized representatives. It is expressly understood and agreed by the holder hereof that (a) the Indenture and this Note each is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement in the Indenture and this Note made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and this Note shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained in the Indenture and this Note, all such liability, if any, being expressly waived by the holder hereof and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Indenture, this Note or the other Basic Documents. IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by the manual signature of the Delaware Trustee. Dated: ________, 200_ COLLEGE LOAN CORPORATION TRUST I By Wilmington Trust Company, not in its individual capacity but solely as Delaware Trustee By _________________________________ Name _________________________________ Title _________________________________ [CERTIFICATE OF AUTHENTICATION FOLLOWS] CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the series designated therein and issued under the provisions of the within-mentioned Indenture. ___________________________, as Trustee By _________________________________ Name _________________________________ Title _________________________________ [FORM OF ASSIGNMENT FOLLOWS] ASSIGNMENT For Value Received the undersigned hereby sells, assigns and transfers unto _____________________ the within Note and irrevocably appoints ______________________, attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________________________ Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without any alteration whatsoever. ___________________________________ Signature Guaranteed: ___________________________________ Signature Guaranteed: EXHIBIT C NOTICE OF A PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES [SENIOR SERIES 200_-_A-______] [SUBORDINATE SERIES 200_-_B-__] Notice Is Hereby Given that a Payment Default has occurred and not been cured with respect to the Notes identified above. Determination of the Applicable Interest Rate pursuant to the Auction Procedures will be suspended. The Applicable Interest Rate on each series of the Series 200_-_ Notes for each Auction Period commencing after the date of Payment Default with respect thereto will equal the Non-Payment Rate, as it is determined by the Trustee on the first day of such Auction Period until _____________________. Terms used herein have the meanings set forth in the _____ Supplemental Indenture of Trust relating to the above-referenced Notes. Dated: ___________ ___________________________, as Trustee By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES [SENIOR SERIES 200_-_A-______] [SUBORDINATE SERIES 200_-_B-__] Notice Is Hereby Given that a Payment Default with respect to the Notes identified above has been waived or cured. The next Interest Payment Date is ___________________ and the next Auction Date is ____________________. Terms used herein have the meanings set forth in the _____ Supplemental Indenture of Trust relating to the above-referenced Notes. Dated: __________ ___________________________, as Trustee By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT E NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT COLLEGE LOAN CORPORATION TRUST I AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES [SENIOR SERIES 200_-_A-______] [SUBORDINATE SERIES 200_-_B-__] Notice is hereby given that College Loan Corporation Trust I proposes to change the length of one or more Auction Periods with respect to the Notes identified above, pursuant to the _____ Supplemental Indenture of Trust relating to such Notes (the "_____ Supplement"), as follows: 1. The change shall take effect on the Interest Payment Date for the current Auction Period and the date of commencement of the next Auction Period (the "Effective Date"). 2. The Auction Period Adjustment in Paragraph 1 shall take place only if (a) the Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day before the Auction Date for the Auction Period commencing on the Effective Date, the consent of the Market Agent (which consent has been obtained), as required by the _____ Supplement, authorizing the change in length of one or more Auction Periods and confirmation from each Rating Agency that it will not reduce or withdraw its ratings on the Series 200_-_ Notes on account of such Auction Period Adjustment, and (b) Sufficient Bids exist on the Auction Date for the Auction Period commencing on the Effective Date. 3. If the condition referred to in (a) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date will be determined pursuant to the Auction Procedures and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (a) is met but the condition referred to in (b) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date shall be the Maximum Auction Rate and the Auction Period shall be the Auction Period determined without reference to the proposed change. Terms used herein have the meanings set forth in the _____ Supplement. Dated: _________________________ COLLEGE LOAN CORPORATION TRUST I By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT F NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT COLLEGE LOAN CORPORATION TRUST I AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES [SENIOR SERIES 200_-_A-______] [SUBORDINATE SERIES 200_-_B-____] Notice is hereby given that College Loan Corporation Trust I establishes new lengths for one or more Auction Periods with respect to the Notes identified above pursuant to the _____ Supplemental Indenture of Trust relating to such Notes (the "_____ Supplement"): 1. The change shall take effect on _________________, the Interest Payment Date for the current Auction Period and the date of commencement of the next Auction Period (the "Effective Date"). 2. For the Auction Period commencing on the Effective Date, the Interest Payment Date shall be _____________________, or the next succeeding Business Day if such date is not a Business Day. 3. For Auction Periods occurring after the Auction Period the Interest Payment Dates shall be [__________________ (date) and every __________________ (number) __________________ (day of week) thereafter] [every __________________ (number) (day of week) after the date set forth in paragraph 2 above], or the next Business Day if any such day is not a Business Day; provided, however, that the length of subsequent Auction Periods shall be subject to further change hereafter as provided in Section 11 of the _____ Supplement. 4. The changes described in paragraphs 2 and 3 above shall take place only upon delivery of this Notice and the satisfaction of other conditions set forth in Section 10 of the _____ Supplement and our prior notice dated ___________________ regarding the proposed change. Terms used herein have the meanings set forth in the _____ Supplement. Dated: _________________________ COLLEGE LOAN CORPORATION TRUST I By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT G NOTICE OF CHANGE IN AUCTION DATE COLLEGE LOAN CORPORATION TRUST I AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES [SENIOR SERIES 200_-_A-______] [SUBORDINATE SERIES 200_-_B-____ Notice is hereby given by _________________, as Market Agent for the Notes identified above, that, with respect to such Notes, the Auction Date is hereby changed as follows: 1. With respect to such Notes, the definition of "Auction Date" shall be deemed amended by substituting "_______________ (number) Business Day" in the third and fourth lines thereof and by substituting "_______________ (number) Business Days" for "two Business Days" in subsection (d) thereof. 2. This change shall take effect on __________________, which shall be the Auction Date for the Auction Period commencing on _____________________. 3. The Auction Date for such Notes shall be subject to further change hereafter as provided in the _____ Supplemental Indenture of Trust relating to such Notes (the "_____ Supplement"). Terms used herein have the meanings set forth in the _____ Supplement. Dated: _________________________ ____________________________________, as Market Agent By _________________________________ Name _________________________________ Title _________________________________ EXHIBIT H RATING AGENCY CONDITION EXHIBIT I TAXES
For the annual period ending and including ______ __, 200_ $__________ For the annual periods ending and including ______ __, 20__ through _____ __, 20__ __________ For the annual period ending and including _____ _, 20__ __________ Thereafter __________
EX-4 6 college-ex43_091203.htm EXHIBIT 4.3 EXHIBIT 4.3
Exhibit 4.3

AMENDED AND RESTATED TRUST AGREEMENT

between

COLLEGE LOAN LLC,
as Sponsor

and

WILMINGTON TRUST COMPANY,
as Delaware Trustee

COLLEGE LOAN CORPORATION TRUST I

Dated as of March 1, 2002

Table of Contents

Page

ARTICLE I

DEFINITIONS AND USAGE 1

ARTICLE II

ORGANIZATION

Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.
Section 2.12. Name
Office
Purposes and Powers
Appointment of Delaware Trustee
Initial Capital Contribution of Trust Estate
Declaration of Trust
Liability of the Certificateholders
Title to Trust Property
Representations and Warranties of the Sponsor
Federal Income Tax Allocations
The Indenture
Covenants Regarding Operations 3
3
3
4
4
4
5
5
5
6
6
6

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.
Section 3.08.
Section 3.09.
Section 3.10. Initial Beneficial Ownership
The Trust Certificates
Authentication of Trust Certificate
Registration of Transfer and Exchange of Trust Certificates
Mutilated, Destroyed, Lost or Stolen Trust Certificates
Persons Deemed Owners
Access to List of Certificateholders' Names and Addresses
Maintenance of Office or Agency
Appointment of Certificate Paying Agent
Restrictions on Transfer 8
8
8
9
10
10
10
11
11
11

ARTICLE IV

ACTIONS BY DELAWARE TRUSTEE

Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05. Prior Notice to Certificateholders with Respect to Certain Matters
Action by the Certificateholders with Respect to Certain Matters
Action by the Certificateholders with Respect to Bankruptcy
Restrictions on Certificateholders' Power
Majority Control 13
15
15
15
15

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.

Section 5.05. Application of Trust Funds
Method of Payment
No Segregation of Moneys; No Interest
Accounting and Reports to the Holders, Certificateholder, the Internal Revenue Service and Others
Signature on Returns; Tax Matters Partner 15
16
16
16
17

ARTICLE VI

AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.

Section 6.05.
Section 6.06. General Authority
General Duties
Action Upon Instruction
No Duties Except as Specified in this Trust Agreement, any other Basic Document or in Instructions
No Action Except Under Specified Documents or Instructions
Restrictions 17
18
18
19
20
20

ARTICLE VII

CONCERNING THE DELAWARE TRUSTEE

Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.
Section 7.05.
Section 7.06.

Section 7.07. Acceptance of Trusts and Duties
Furnishing of Documents
Representations and Warranties
Reliance; Advice of Counsel
Not Acting in Individual Capacity
Delaware Trustee not Liable for Trust Certificates or Financed Student Loans
Delaware Trustee May Own Trust Certificates and Notes 21
22
22
22
23
23
24

ARTICLE VIII

COMPENSATION OF DELAWARE TRUSTEE

Section 8.01.
Section 8.02.
Section 8.03. Delaware Trustee's Fees and Expenses
Certificateholders To Assume Liability
Payments to the Delaware Trustee 24
24
25

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement 25

ARTICLE X

SUCCESSOR DELAWARE TRUSTEES AND ADDITIONAL DELAWARE TRUSTEES

Section 10.01.
Section 10.02.
Section 10.03.
Section 10.04.
Section 10.05. Eligibility Requirements for Delaware Trustee
Resignation or Removal of Delaware Trustee
Successor Delaware Trustee
Merger or Consolidation of Delaware Trustee
Appointment of Co-Delaware Trustee or Separate Delaware Trustee 26
27
27
28
28

ARTICLE XI

MISCELLANEOUS

Section 11.01.
Section 11.02.
Section 11.03.
Section 11.04.
Section 11.05.
Section 11.06.
Section 11.07.
Section 11.08.
Section 11.09.
Section 11.10.
Section 11.11. Supplements and Amendments
No Legal Title to Trust Estate in Certificateholders
Limitations on Rights of Others
Notices
Severability
Separate Counterparts
Successors And Assigns
No Petition
No Recourse
Headings
Governing Law 29
30
30
31
31
31
31
31
32
32
32

EXHIBIT A
EXHIBIT B FORM OF TRUST CERTIFICATE
FORM OF PURCHASER'S REPRESENTATION AND WARRANTY LETTER

AMENDED AND RESTATED TRUST AGREEMENT

           AMENDED AND RESTATED TRUST AGREEMENT dated as of March 1, 2002 (this "Trust Agreement"), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and COLLEGE LOAN LLC, a Delaware limited liability company (the "Sponsor").

           WHEREAS, the Trust was formed pursuant to a Trust Agreement, dated as of February 28, by and between the Delaware Trustee and the Sponsor; and

           WHEREAS, the Sponsor and the Delaware Trustee intend to amend and restate in its entirety such Trust Agreement.

           NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and the Delaware Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

          For purposes of this Trust Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction and usage that shall be applicable herein.

          "Basic Documents" means this Trust Agreement, the Custody Agreements, the Indenture, any Supplemental Indenture, the Administration Agreement, any other administration agreement, any Servicing Agreement, the Eligible Lender Trust Agreement, any Guaranty Agreement and the Note Purchase Agreement.

          "Bankruptcy Action" means (i) commencing any case, proceeding or other action or filing a petition under any existing or future bankruptcy, insolvency or similar law seeking (A) to adjudicate the Trust a bankrupt or insolvent, (B) to have an order for relief entered with respect to the Trust, or (C) reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to the Trust or its debts, (ii) consenting to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) seeking or consenting to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, (iv) except as required by law, admitting its inability to pay its debts generally as they become due, (v) failing generally to pay the debts of the Trust as such debts become due within the meaning of the Federal Bankruptcy Code, as determined by a relevant bankruptcy court, (vi) making a general assignment by the Trust for the benefit of creditors, or (vii) authorizing, taking any action in furtherance of, consenting to or acquiescing in any of the foregoing or any similar action or other proceedings under any United States Federal or state bankruptcy or insolvency or similar law on behalf of, or with respect to, the Trust, or in connection with any obligations relating to the Trust Certificates, the Notes, this Trust Agreement or any of the other Basic Documents.

          "Beneficial Owner" means the owners of Trust Certificates as determined for federal income tax purposes, taking into account the provisions of Treasury Regulation 1.7704-1(h).

          "Certificateholder" means a holder of a Trust Certificate.

          "Certificate Paying Agent" means the paying agent for the Trust Certificates appointed pursuant to Section 3.09 hereof.

          "Certificate Registrar" means the registrar for the Trust Certificates appointed pursuant to Section 3.04 hereof.

          "Corporate Trust Office" means the office of the Delaware Trustee pursuant to Section 2.02 hereof.

          "Custody Agreement" means any agreement between the Issuer, the Eligible Lender Trustee on behalf of the Issuer, the Trustee under the Indenture and a Custodian with respect to the custody by the Custodian of Financed Student Loans.

          "Delaware Business Trust Act" shall have the meaning set forth in Section 2.01 hereof.

          "Distribution Date" shall have the meaning set forth in Section 5.01 hereof.

          "Indenture" means the Indenture of Trust, dated as of March 1, 2002, between the Trust and the Indenture Trustee, as amended and supplement pursuant to the terms thereof.

          "Indenture Trustee" means Bankers Trust Company, as trustee under the Indenture, and any successor thereto.

          "Note Purchase Agreement" means the Note Purchase Agreement, dated as of March 18, 2002, by and among the Trust, as seller, College Loan Corporation, and UBS PaineWebber Inc., as purchaser.

          "Percentage Interest" means, with respect to a Trust Certificate, the percentage beneficial ownership interest in the Trust represented by such Trust Certificate, as noted thereon, provided that the sum of the Percentage Interests evidenced by all Trust Certificates issued by the Trust and outstanding at any time shall not exceed 100%.

          "Secretary of State" shall have the meaning set forth in Section 2.01 hereof.

          "Trust" has the meaning set forth in Section 2.01 hereof.

          "Trust Certificate" means the Trust Certificate evidencing the beneficial ownership interest in the Trust, substantially in the form of Exhibit A hereto.

ARTICLE II

ORGANIZATION

           Section 2.01.   Name. The trust formed pursuant to a Trust Agreement, dated as of March 5, 2002 by and between the Delaware Trustee and the Sponsor (the Trust"), and such Trust Agreement, is hereby amended and restated in its entirety. All action taken pursuant to such Trust Agreement, dated as of March 5, 2002, including but not limited to the execution and delivery of a power of attorney in favor of College Loan Corporation and all action taken pursuant thereto, is hereby ratified. The Trust shall be known as "College Loan Corporation Trust I," in which name the Delaware Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. The Trust shall constitute a business trust within the meaning of Section 3801(a) of the Delaware Business Trust Act, 12 Del. C. § 3801 et seq. (the "Delaware Business Trust Act") for which the Delaware Trustee has filed a certificate of trust with the Secretary of State of the State of Delaware (the "Secretary of State") pursuant to Section 3810(a) of the Delaware Business Trust Act in substantially the form of Exhibit C hereto.

           Section 2.02.    Office. The office of the Trust shall be in care of the Delaware Trustee at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (the "Corporate Trust Office") or at such other address as the Delaware Trustee may designate by written notice to each Certificateholder and the Sponsor.

           Section 2.03.    Purposes and Powers. The purpose of the Trust is to engage in the following activities:

           (a) to issue, from time to time, the Notes pursuant to the Indenture and a supplement thereto, and the Trust Certificate pursuant to this Trust Agreement, to sell the Notes in one or more transactions, and making payments and distributions thereon;

           (b) to deposit and apply the proceeds of the sale of the Notes pursuant to the Indenture and any other applicable Supplemental Indenture, as specified therein;

           (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Trust Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

           (d) to acquire, hold and administer Financed Student Loans and other assets of the Trust Estate and the proceeds therefrom;

           (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party and derivative and credit support agreements;

           (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

           (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate.

          The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to (i) vary the investment of the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of a Financed Student Loan that would be a "significant modification" within the meaning of § 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Holders of the Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be presented to the Trustee in final form for execution.

           Section 2.04.    Appointment of Delaware Trustee. The Sponsor hereby appoints the Delaware Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and in the Delaware Business Trust Act.

           Section 2.05.    Initial Capital Contribution of Trust Estate. The Sponsor hereby sells, assigns, transfers, conveys and sets over to the Delaware Trustee, as of the date hereof, the sum of $1.00. The Delaware Trustee hereby acknowledges receipt in trust from the Sponsor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Acquisition Fund. The Sponsor shall pay the organizational expenses of the Trust as they may arise or shall, upon the request of the Delaware Trustee, promptly reimburse the Delaware Trustee for any such expenses paid by the Delaware Trustee.

           Section 2.06.    Declaration of Trust. The Delaware Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the other Basic Documents. It is the intention of the parties hereto that the Trust constitute a business trust under the Delaware Business Trust Act and that this Trust Agreement constitute the governing instrument of such trust. It is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to § 301.7701-2(c)(2) of the Treasury Regulations, (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, (iii) the Notes shall be treated as debt of the partnership and (iv) the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. Effective as of the date hereof, the Delaware Trustee shall have all rights, powers and duties set forth herein and in the Delaware Business Trust Act with respect to accomplishing the purposes of the Trust.

           Section 2.07.    Liability of the Certificateholders. The Certificateholders shall not have any personal liability for any liability or obligation of the Trust, except as provided in Article VIII hereof. The Certificateholders shall be entitled to the same limitation on personal liability extended to stockholders of corporations organized for profit under the Delaware General Corporation Law.

           Section 2.08.      Title to Trust Property.

           (a) Legal title to all the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Eligible Lender Trustee, a co-trustee and/or a separate trustee, as the case may be pursuant to the Eligible Lender Trust Agreement; provided that legal title to the Financed Student Loans shall be vested at all times in the Eligible Lender Trustee on behalf of the Trust for the benefit of the Certificateholders pursuant to the Eligible Lender Trust Agreement, subject to the obligations of the Trust under the Basic Documents.

           (b) The Certificateholders shall not have legal title to any part of the Trust Estate. No transfer by operation of law or otherwise of any interest of any Certificateholder shall operate to terminate this Trust Agreement or the trust hereunder or entitle any transferee to an accounting or to the transfer to it of any part of the Trust Estate.

           Section 2.09.    Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Delaware Trustee solely as to itself that:

           (a) The Sponsor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

           (b) The Sponsor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Sponsor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Trust Agreement has been duly authorized by the Sponsor by all necessary action.

           (c) This Trust Agreement has been duly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights and subject to general principles of equity.

           (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the limited liability company agreement of the Sponsor, or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the Sponsor's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties.

           Section 2.10.    Federal Income Tax Allocations. Net income of the Trust for any Interest Period as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Certificateholders, pro rata based upon their Percentage Interests.

           Section 2.11.    The Indenture. The Sponsor, each Certificateholder and the Delaware Trustee hereby acknowledge that, when executed and delivered, the Indenture shall create a lien on the Trust Estate, subject to the limitations set forth in such agreements.

           Section 2.12.    Covenants Regarding Operations. Notwithstanding anything to the contrary herein, or any power conferred on the Delaware Trustee pursuant to this Trust Agreement or the Delaware Business Trust Act, so long as the Indenture has not terminated in accordance with its terms:

           (a) The Trust shall not engage in any business or activity other than in connection with or relating to the activities permitted herein.

           (b) The Trust shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, or pledge its assets to any other entity, except as may be permitted pursuant to the Basic Documents.

           (c) The Trust shall not dissolve or liquidate, in whole or in part.

           (d) The Trust shall not be, become or hold itself out as being liable for the debts of any other party, or hold out its credit as being available to satisfy the obligation of others, and the Trust and the Certificateholders will not act as agents for each other.

           (e) The Trust shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Trust's size and character and in light of its proposed business operations and liabilities.

           (f) The Trust shall act solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, shall prepare all Trust correspondence in the Trust name, shall hold itself out as a separate entity from any other Person, shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned and shall correct any known misunderstanding regarding its separate identity.

           (g) The Trust shall maintain business trust records, accounts and books of account and shall not commingle its business trust records, accounts and books of account with the organizational or other records, accounts and books of account of any other corporation or entity and such records, accounts and books of account shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Trust.

           (h) The Trust shall take such actions as may be necessary to authorize all of its actions as may be required by law.

           (i) This Trust Agreement Section shall not be amended, altered, changed or repealed, except as may be permitted herein.

           (j) The Trust shall (i) conduct its business in an office separate from that of the Certificateholders, (ii) maintain stationery, invoices and checks separate from that of the Certificateholders, (iii) pay all of its own expenses and liabilities from its own funds to the extent available, (iv) strictly observe all statutory formalities, (v) pay the salaries of its own employees and maintain a sufficient number of employees in light of its contemplated business operations, (vi) maintain an arm's length relationship with its affiliates and (vii) maintain separate financial statements. The Trust shall not (A) pledge (except pursuant to the Basic Documents), lend or advance any moneys to, or make an investment in, any Person (B) make any capital expenditures, (C) take any Bankruptcy Action, or (D) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person.

           (k) The Trust (i) has maintained and shall maintain its valid existence, rights and franchises in good standing as a business trust under the laws of the State of Delaware and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Trust Agreement; (ii) has observed and shall observe all procedures required by this Trust Agreement and the laws of the State of Delaware; and (iii) has otherwise complied and shall otherwise comply with the provisions of this Trust Agreement and the Delaware Business Trust Act.

           (l) Financial and operational services, including, without limitation, maintenance of the books and records of the Trust shall be performed on behalf of the Trust by independent contractors. The entity performing such services or incurring expenses in connection with such services shall receive compensation for such services rendered or expenses incurred in an amount equal to the fair value of such services and expenses. To the extent that the Trust leases premises from any Certificateholder or affiliates of any Certificateholder, the Trust shall pay appropriate compensation or rental. The Trust shall be directly responsible for the costs of its own outside legal, auditing and other similar services. The cash flow expected to be received by the Trust under the Indenture is expected to be sufficient to meet the fees and costs of the Delaware Trustee for the Trust and the reasonably anticipated expenses and liabilities of the Trust.

           (m) The Trust shall maintain financial statements separate form any other Person. The annual financial statements of the Trust shall disclose the effects of its transactions in accordance with generally accepted accounting principles. The consolidated financial statements which consolidate the assets and earnings of any Certificateholder with those of the Trust shall contain a footnote stating that the assets of any of the Trust shall not be available to creditors of a Certificateholder. The financial statements (if any) of the Trust shall disclose that the assets of the Trust are not available to pay creditors of any Certificateholder or any other affiliate (other than the obligations of the Certificateholder to pay the expenses of and to indemnify the Delaware Trustee).

           (n) Except for the Delaware Trustee's standard practice regarding maintenance of funds and assets, the funds and other assets of the Trust will not be commingled with those of any other Person.

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

           Section 3.01.    Initial Beneficial Ownership. Upon the formation of the Trust by the contribution by the Sponsor pursuant to Section 2.05 hereof and until the issuance of the Trust Certificates, the Sponsor shall be the sole beneficial owner of the Trust.

           Section 3.02.    The Trust Certificates. The Trust Certificates shall be issued as physical fully registered certificates in minimum Percentage Interests of 10%, substantially in the form of Exhibit A hereto and shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Delaware Trustee, upon the order of the Sponsor to the Delaware Trustee. Such Trust Certificates shall represent the entire undivided beneficial ownership interest in the Trust Estate, subject to the debt represented by the Notes. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. Upon issuance, the Trust Certificates shall be deemed fully-paid and non-assessable.

           Section 3.03.    Authentication of Trust Certificate. Concurrently with the initial contribution of the Sponsor to the Trust pursuant to Section 2.05 hereof, the Delaware Trustee shall cause a Trust Certificate, in an aggregate Percentage Interest of 100%, to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Sponsor, signed by its manager, its president or any vice president, without further action by the Sponsor. No Trust Certificate shall entitle its holder to any benefit under this Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Delaware Trustee by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.04 or 3.05 hereof.

           Section 3.04.    Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08 hereof, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Delaware Trustee shall be the initial Certificate Registrar.

          Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.08 hereof, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like Percentage Interest dated the date of authentication by the Delaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08 hereof.

           Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Delaware Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice.

          No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates.

          The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Keogh plans subject to either Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code; or (b) entities (including insurance company general accounts) whose underlying assets include plan assets by reason of the investment by any such plans, arrangements or accounts in such entities (a "Benefit Plan Investor"). Each transferee of a Trust Certificate shall be required to represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan Investor and is not acquiring such Trust Certificate with the assets of a Benefit Plan Investor; and (ii) that if such Trust Certificate is subsequently deemed to be a plan asset, it will dispose of such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

           Section 3.05.    Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate, and (b) there shall be delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate shall have been acquired by a bona fide purchaser, the Delaware Trustee on behalf of the Trust shall execute and the Delaware Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like Percentage Interest. In connection with the issuance of any new Trust Certificate under this Section, the Delaware Trustee and the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

           Section 3.06.    Persons Deemed Owners. Prior to due presentation of a Trust Certificate for registration of transfer, the Delaware Trustee or the Certificate Registrar and any agent of any thereof may treat the Person in whose name any Trust Certificate shall be registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.01 hereof and for all other purposes whatsoever, and neither the Delaware Trustee, the Certificate Registrar nor any agent of any thereof shall be bound by any notice to the contrary.

           Section 3.07.    Access to List of Certificateholders' Names and Addresses. The Delaware Trustee shall furnish or cause to be furnished to the Sponsor, within 15 days after receipt by the Delaware Trustee of a request therefore from the Sponsor in writing, a list in such form as the Sponsor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Certificateholders evidencing not less than 25% of the aggregate Percentage Interests apply in writing to the Delaware Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Trust Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Delaware Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Upon receipt of any such application, the Delaware Trustee will promptly notify the Sponsor by providing a copy of such application and a copy of the list of Certificateholders produced in response thereto. Each Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Sponsor, the Certificate Registrar or the Delaware Trustee accountable or liable by reason of disclosure of its name and address, regardless of the source form which such information was derived.

           Section 3.08.    Maintenance of Office or Agency. The Delaware Trustee shall maintain, either with itself or with an affiliate, in Wilmington, Delaware, an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Delaware Trustee in respect of the Trust Certificates and the other Basic Documents may be served. The Delaware Trustee initially designates its Corporate Trust Office as the location for such purposes. The Delaware Trustee shall give prompt written notice to the Sponsor and to the holders of the Trust Certificates of any change in the location of the Certificate Register or any such office or agency.

           Section 3.09.    Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholders from the amounts received from the Indenture Trustee for such purpose pursuant to the Indenture and shall report the amounts of such distributions to the Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to receive such funds from the Indenture Trustee for the purpose of making the distributions referred to above. The Delaware Trustee may revoke such power and remove the Certificate Paying Agent if the Delaware Trustee determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially be the Delaware Trustee, and any co-paying agent chosen by the Delaware Trustee, and acceptable to the Indenture Trustee (which consent shall not be unreasonably withheld). The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days' written notice to the Issuer Administrator. In the event that the Delaware Trustee shall no longer be the Certificate Paying Agent, the Delaware Trustee shall, with the written consent of the Sponsor, appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Delaware Trustee to execute and deliver to the Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Delaware Trustee that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums shall be paid to such Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Delaware Trustee. The provisions of Sections 7.01, 7.03, 7.04, 7.05 and 8.01 hereof shall apply to the Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

           Section 3.10.    Restrictions on Transfer.

           (a) The Trust Certificates may not be offered or sold except to institutional "accredited investors" (as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act) who are U.S. Persons (as defined in Section 7701(a)(30) of the Code) in reliance on an exemption from the registration requirements of the Securities Act.

          The Trust Certificates have not been registered or qualified under the Securities Act, or any state securities law. No transfer, sale, pledge or other disposition of any Trust Certificate shall be made unless such disposition is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act, the Delaware Trustee may require, in order to assure compliance with the Securities Act, that the Certificateholder's prospective transferee certify to the Delaware Trustee in writing the facts surrounding such disposition. Unless the Delaware Trustee requests otherwise, such certification shall be substantially in the form of Exhibit B hereto. In the event that such certification of facts does not on its face establish the availability of an exemption under the Securities Act, the Delaware Trustee may require an opinion of counsel satisfactory to it that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Delaware Trustee or of the Trust.

           (b) Each Trust Certificate will bear a legend substantially to the following effect:

"THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)-(3) or (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

THIS TRUST CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS,INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF THE INVESTMENT BY SUCH PLANS, ARRANGEMENTS OR ACCOUNTS IN SUCH ENTITIES. FURTHER, THIS TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR ANY INTEREST IN COLLEGE LOAN LLC OR WILMINGTON TRUST COMPANY.

THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY."

           (c) No transfer shall be effective if immediately after such transfer there would be more than one hundred Beneficial Owners of Certificates. Any purported transfer in violation of the provisions of this Section 3.10(c) shall be void ab initio and the Delaware Trustee shall have no liability in connection with a transfer in violation of the provisions of this Section 3.10(c).

ARTICLE IV

ACTIONS BY DELAWARE TRUSTEE

           Section 4.01.    Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

           (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Financed Student Loans);

           (b) the amendment of the Indenture by a Supplemental Indenture in circumstances where the consent of any Holder is required;

           (c) the amendment of the Indenture by a Supplemental Indenture in circumstances where the consent of any Holder is not required and such amendment materially adversely affects the interest of the Certificateholders;

           (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;

           (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable;

           (f) the consent to the calling or waiver of any default of any Basic Document;

           (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Sponsor, the Issuer Administrator, any other administrator or any Servicer of their respective obligations under any Basic Document;

           (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part;

           (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity;

           (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Trust Agreement or the Basic Documents;

           (k) doing any act that conflicts with any other Basic Document;

           (l) doing any act which would make it impossible to carry on the ordinary business of the Trust;

           (m) confessing a judgment against the Trust;

           (n) possessing Trust assets, or assigning the Trust's right to property, for other than a Trust purpose;

           (o) changing the Trust's purpose and powers from those set forth in this Trust Agreement; or

           (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents.

          In addition, the Trust shall not commingle its assets with those of the Sponsor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sponsor and any of its affiliates. This Trust Agreement shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Sponsor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

           Section 4.02.    Action by the Certificateholders with Respect to Certain Matters. The Delaware Trustee shall not have the power, except upon the direction of each Certificateholder, to (a) remove or replace the Eligible Lender Trustee, any Servicer, the Issuer Administrator or any other administrator or (b) except as expressly provided in the Basic Documents, sell the Financed Student Loans after the termination of the Indenture. The Delaware Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

           Section 4.03.    Action by the Certificateholders with Respect to Bankruptcy. The Delaware Trustee shall not follow any direction of any Certificateholder to take any Bankruptcy Action. The consent of the Delaware Trustee shall be required prior to the commencement by the Trust of any Bankruptcy Action. To the fullest extent permitted by applicable law, the Delaware Trustee shall not be required to consent to the commencement by the Trust of any Bankruptcy Action unless it has received a written certification from each Certificateholder to the effect that the Certificateholder reasonably believes that the Trust is then insolvent and the Delaware Trustee shall incur no liability in relying solely upon such written certification.

           Section 4.04.    Restrictions on Certificateholders' Power. The Certificateholders shall not direct the Delaware Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Delaware Trustee under this Trust Agreement or any of the other Basic Documents or would be contrary to Section 2.03 hereof nor shall the Delaware Trustee be permitted to follow any such direction, if given.

           Section 4.05.    Majority Control. Except as expressly provided herein, any action that may be taken by the Certificateholders under this Trust Agreement may be taken by the Certificateholders of Trust Certificates evidencing not less than a majority of the Percentage Interests. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Trust Agreement shall be effective if signed by Certificateholders of the Trust Certificates evidencing not less than a majority of the aggregate Percentage Interests at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

           Section 5.01.    Application of Trust Funds.

           (a) On each date that the Delaware Trustee, on behalf of the Trust, receives funds from the Indenture Trustee pursuant to the Indenture (a "Distribution Date"), the Delaware Trustee shall first withdraw from such funds and pay to the Delaware Trustee its fees and expenses due under Section 8.01 hereof and second distribute the remainder of such funds to the Certificateholders on such Distribution Date, pro rata based upon their Percentage Interests. All such funds to be distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Indenture Trustee by the Delaware Trustee.

           (b) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph (b). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Delaware Trustee for any out-of-pocket expenses incurred.

           Section 5.02.    Method of Payment. Subject to Section 9.01(c) hereof, distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the preceding Record Date by wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions signed by two authorized officers, if any, at least five Business Days prior to such Distribution Date, which may be standing instructions. Notwithstanding the foregoing, the final distribution in respect of any Trust Certificate will be payable only upon presentation and surrender of such Trust Certificate at the Corporate Trust Office of the Delaware Trustee or such other location specified in writing to the Certificateholder thereof.

           Section 5.03.    No Segregation of Moneys; No Interest. Subject to Section 5.01 hereof, moneys received by the Delaware Trustee hereunder need not be segregated in any manner except to the extent required by law, Section 2.12 hereof, or the any Basic Document and may be deposited under such general conditions as may be prescribed by law, and the Delaware Trustee shall not be liable for any interest thereon.

           Section 5.04.    Accounting and Reports to the Holders, Certificateholder, the Internal Revenue Service and Others. The Delaware Trustee shall deliver to the Certificateholders (and to each Person who was a Certificateholder at any time during the applicable calendar year), as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable the Certificateholder to prepare its Federal and state income tax returns. Consistent with the Trust's characterization for Federal income tax purposes, so long as there is only one Certificateholder, as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Indenture Trustee, the Delaware Trustee, the Sponsor and, if different, the Certificateholder receive an opinion of counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing; (b) the Internal Revenue Service shall determine that the Trust is required to file such a return; or (c) there should be more than one Beneficial Owner of Certificates. In the event that the Trust is required to file tax returns, the Delaware Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Financed Student Loans. The Delaware Trustee shall, if there is more than one Certificateholder or if it is otherwise required to file a return in accordance with the immediately preceding sentence, prepare or cause to be prepared any tax returns required to be filed by the Trust consistent with maintaining its characterization, for Federal income tax purposes, as set forth in Section 2.06 hereof and make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain such characterization. The Delaware Trustee shall remit such returns to Certificateholders at least five days before such returns are due to be filed. The Certificateholders, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Delaware Trustee and such returns shall be filed by, or at the direction of, the Delaware Trustee with the appropriate tax authorities. In no event shall the Certificateholders be liable for any liabilities, costs or expenses of the Trust arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith), except for any such liability, cost or expense attributable to the Certificateholder's breach of its obligations under this Trust Agreement.

           Section 5.05.    Signature on Returns; Tax Matters Partner. The Delaware Trustee shall sign on behalf of the Trust the tax returns of the Trust, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by such Certificateholder.

ARTICLE VI

AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

           Section 6.01.    General Authority. The Delaware Trustee is authorized to execute and deliver the Notes and the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case, in such form as the Sponsor shall approve as evidenced conclusively by the Delaware Trustee's execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver any Notes issued pursuant to a Supplemental Indenture. The Delaware Trustee is also authorized and directed on behalf of the Trust (a) to acquire the Financed Student Loans and to transfer legal title to the Financed Student Loans to the Eligible Lender Trustee in accordance with the Eligible Lender Trust Agreement, (b) to follow the direction of and cooperate with any Servicer or subservicer to the extent necessary to enable such Servicer or subservicer to fulfill its obligations under the related Servicing Agreement or subservicing agreement and (c) to cooperate with the Issuer Administrator and any other administrator in submitting, pursuing and collecting any claims to and with the Department of Education with respect to any Interest Subsidy Payments and Special Allowance Payments relating to the Financed Student Loans.

          In addition to the foregoing, the Delaware Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Delaware Trustee is further authorized from time to time to take such action as the Issuer Administrator or any other administrator directs or instructs with respect to the Basic Documents and is directed to take such action to the extent that the Issuer Administrator or such other administrator is expressly required pursuant to the Basic Documents to cause the Delaware Trustee to act.

           Section 6.02.    General Duties. It shall be the duty of the Delaware Trustee to discharge (or cause to be discharged) all its responsibilities pursuant to the terms of this Trust Agreement and to administer the Trust in the interest of the Certificateholders, subject to and in accordance with the provisions of this Trust Agreement and the other Basic Documents. Without limiting the foregoing, the Delaware Trustee shall on behalf of the Trust file and prove any claim or claims that may exist on behalf of the Trust against the Sponsor in connection with any claims paying procedure as part of an insolvency or a receivership proceeding involving the Sponsor. Notwithstanding the foregoing, the Delaware Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Issuer Administrator or any other administrator has agreed in the Administration Agreement or the related administration agreement, as applicable, to perform any act or to discharge any duty of the Delaware Trustee hereunder or under any other Basic Document, and the Delaware Trustee shall not be held liable for the default or failure of the Issuer Administrator or any other administrator to carry out its obligations under the Administration Agreement or related administration agreement, as applicable. The Delaware Trustee shall have no obligation to administer, service or collect the Financed Student Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Financed Student Loans.

           Section 6.03.    Action Upon Instruction.

           (a) Subject to Article IV and Sections 2.12 and 7.01 hereof and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Delaware Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to this Trust Agreement.

           (b) The Delaware Trustee shall not be required to take any action hereunder or under any other Basic Document if the Delaware Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Delaware Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law.

           (c) Whenever the Delaware Trustee is unable to determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, the Delaware Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Delaware Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Delaware Trustee shall not be liable on account of such action to any Person. If the Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

           (d) In the event that the Delaware Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Delaware Trustee or is silent or is incomplete as to the course of action that the Delaware Trustee is required to take with respect to a particular set of facts, the Delaware Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Delaware Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Delaware Trustee shall not be liable, on account of such action or inaction, to any Person. If the Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

           Section 6.04.    No Duties Except as Specified in this Trust Agreement, any other Basic Document or in Instructions.

           (a) The Delaware Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Delaware Trustee is a party, except as expressly provided by the terms of this Trust Agreement, or in any document or written instruction received by the Delaware Trustee pursuant to Section 6.03 hereof; and no implied duties or obligations shall be read into this Trust Agreement or any other Basic Document against the Delaware Trustee. The Delaware Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Trust Agreement or any other Basic Document. The Delaware Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against it in its individual capacity that are not related to the ownership or the administration of the Trust Estate.

           (b) The duties and responsibilities of the Delaware Trustee shall be as provided by this Trust Agreement. No provision of this Trust Agreement shall require the Delaware Trustee to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Delaware Trustee shall not be liable for its acts or omissions hereunder except as a result of gross negligence or willful misconduct. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Certificateholders, the Delaware Trustee shall not be liable to the Trust or to any Certificateholder for the Delaware Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee otherwise existing at law or in equity, are agreed by the Sponsor and the Certificateholders to replace such other duties and liabilities of the Delaware Trustee.

           Section 6.05.    No Action Except Under Specified Documents or Instructions. The Delaware Trustee shall not manage, control, use, sell, service, dispose of or otherwise deal with any part of the Trust Estate except (a) in accordance with the powers granted to and the authority conferred upon the Delaware Trustee pursuant to this Trust Agreement, (b) in accordance with this Trust Agreement and (c) in accordance with any document or instruction delivered to the Delaware Trustee pursuant to Section 6.03 hereof.

           Section 6.06.    Restrictions.

           (a) The Delaware Trustee shall not take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.03 hereof or (ii) that, to the actual knowledge of the Delaware Trustee, would result in the Trust's becoming taxable as a corporation for Federal income tax purposes. The Certificateholders shall not direct the Delaware Trustee to take action that would violate the provisions of this Section.

           (b) The Delaware Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Certificateholders shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. The Delaware Trustee shall not be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and the Delaware Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. The Delaware Trustee may engage in or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depository, trustee or agent for securities or other obligations of the Sponsor or its Affiliates.

ARTICLE VII

CONCERNING THE DELAWARE TRUSTEE

           Section 7.01.    Acceptance of Trusts and Duties. The Delaware Trustee accepts the appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such appointment but only upon the terms of this Trust Agreement. The Delaware Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Trust Agreement and the other Basic Documents. The Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 hereof expressly made by the Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

           (a) the Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Delaware Trustee;

           (b) the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor, the Issuer Administrator, any other administrator or the Certificateholder;

           (c) no provision of this Trust Agreement or any other Basic Document shall require the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document, if the Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

           (d) under no circumstances shall the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

           (e) the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Holder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;

           (f) the Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the Eligible Lender Trustee, the Issuer Administrator, any other administrator, any seller, the Indenture Trustee or any Servicer under any of the other Basic Documents or otherwise and the Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration Agreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or any Servicer under any Servicing Agreement; and

           (g) the Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any Certificateholders, unless the Certificateholders have offered to the Delaware Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby. The right of the Delaware Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act.

           Section 7.02.    Furnishing of Documents. The Delaware Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Delaware Trustee under the Basic Documents.

           Section 7.03.    Representations and Warranties. The Delaware Trustee hereby represents and warrants to the Sponsor, for the benefit of the Certificateholders, that:

           (a) It is a bank and trust company duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Trust Agreement.

           (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Trust Agreement, and this Trust Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf.

           (c) Neither the execution nor the delivery by it of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware state law, governmental rule or regulation governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

           Section 7.04.    Reliance; Advice of Counsel.

           (a) The Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

           (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Trust Agreement or the other Basic Documents, the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Delaware Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and not contrary to this Trust Agreement or any other Basic Document.

           Section 7.05.    Not Acting in Individual Capacity. Except as provided in this Article, in accepting the duties hereby created, Wilmington Trust Company acts solely as Delaware Trustee hereunder and not in its individual capacity and, subject to Section 6.04(c) hereof, all Persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Trust Agreement or any other Basic Document shall look only to the Trust Estate for payment or satisfaction thereof.

           Section 7.06.    Delaware Trustee not Liable for Trust Certificates or Financed Student Loans. The recitals contained herein and in the Trust Certificates (other than the signature and countersignature of the Delaware Trustee on the Trust Certificates) shall be taken as the statements of the Sponsor and the Delaware Trustee assumes no responsibility for the correctness thereof. The Delaware Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, the Trust Certificates or any other Basic Document (other than the signature and countersignature of the Delaware Trustee on the Trust Certificate) or the Notes, or of any Financed Student Loan or related documents. Subject to Section 6.04(c) hereof, the Delaware Trustee shall at no time have any responsibility for or with respect to the legality, validity, enforceability and eligibility for Guarantee payments, federal reinsurance, Interest Subsidy Payments or Special Allowance Payments, as applicable, in respect of any Financed Student Loan, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or the Holders under the Indenture, including the existence and contents of any computer or other record of any Financed Student Loan; the validity of the assignment of any Financed Student Loan to the Delaware Trustee on behalf of the Trust; the completeness of any Financed Student Loan; the performance or enforcement (except as expressly set forth in any Basic Document) of any Financed Student Loan; the compliance by the Sponsor, the Eligible Lender Trustee, any Servicer, the Issuer Administrator or any other administrator with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Eligible Lender Trustee, the Issuer Administrator, any other administrator, the Indenture Trustee or any Servicer or any subservicer taken in the name of the Delaware Trustee.

           Section 7.07.    Delaware Trustee May Own Trust Certificates and Notes. The Delaware Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Sponsor, the Issuer Administrator, any other administrator, the Indenture Trustee or any Servicer in transactions with the same rights as it would have if it were not Delaware Trustee.

ARTICLE VIII

COMPENSATION OF DELAWARE TRUSTEE

           Section 8.01.    Delaware Trustee's Fees and Expenses. The Delaware Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Sponsor and the Delaware Trustee, and the Delaware Trustee shall be entitled to be reimbursed by the Trust pursuant to Section 5.01 hereof, to the extent provided in such separate agreement, for its other reasonable expenses hereunder.

           Section 8.02.    Certificateholders To Assume Liability. To the extent not paid pursuant to Sections 5.01 and 8.01 hereof, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) all reasonable fees and expenses of the Delaware Trustee hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, accountants, experts and counsel as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties under this Trust Agreement, the Basic Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated. The Certificateholders, jointly and severally, agree to assume liability for, and hereby indemnify and hold harmless the Delaware Trustee, its officers, directors and employees and from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Delaware Trustee, its officers, directors and employees or in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Basic Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Certificateholders shall not be required so to assume liability for any of the matters described in the third sentence of Section 6.04(b) and 7.01 and the last sentence of Section 7.01(g) hereof and provided that the Certificateholders and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Certificateholders under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein, the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. The liabilities and indemnities contained in this Section are for the benefit of the Delaware Trustee, in its individual and trust capacities and its officers, directors and employees and shall not be construed as imposing any liabilities on any Certificateholder or any affiliate thereof for any expense or liability of the Trust to third parties. Neither the Certificateholders nor the Issuer Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement and a separate fee and indemnity agreement with respect to the Delaware Trustee, in its individual and trust capacities) and all such expenses and liabilities shall be payable solely from the Trust Estate.

           Section 8.03.    Payments to the Delaware Trustee. Any amounts paid to the Delaware Trustee pursuant to Section 8.01 hereof shall be deemed not to be a part of the Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

           Section 9.01.    Termination of Trust Agreement.

           (a) This Trust Agreement (other than Article VIII hereof) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the Indenture Trustee and the Delaware Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture and Article V hereof, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Trust Agreement or the Trust, nor (ii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

           (b) Except as provided in Section 9.01(a) hereof, neither the Sponsor nor any Certificateholder shall be entitled to revoke or terminate the Trust.

           (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Certificate Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Delaware Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination given pursuant to the Indenture, stating (i) the Distribution Date upon which final payment of the Trust Certificate shall be made upon presentation and surrender of the Trust Certificate at the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payments are being made only upon presentation and surrender of the Trust Certificate at the office of the Certificate Paying Agent therein specified. The Delaware Trustee shall give such notice to the Certificate Registrar (if other than the Delaware Trustee) and the Certificate Paying Agent at the time such notice is given to the Certificateholders. Upon presentation and surrender of the Trust Certificates, the Certificate Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.01 hereof. Upon termination of this Trust Agreement and the dissolution of the trust, the Delaware Trustee shall file a certificate of cancellation with the Secretary of State.

           (d) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Delaware Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Trust Certificates shall not have been surrendered for cancellation, the Delaware Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in the Trust after exhaustion of such remedies and no later than five years after the first such notice shall be distributed by the Delaware Trustee to the Sponsor.

ARTICLE X

SUCCESSOR DELAWARE TRUSTEES AND ADDITIONAL DELAWARE TRUSTEES

           Section 10.01.    Eligibility Requirements for Delaware Trustee. The Delaware Trustee shall at all times be a corporation or association (a) meeting the requirements of Section 3807(a) of the Delaware Business Trust Act; (b) being subject to supervision or examination by Federal or state authorities; (c) having (or having a parent which has) a rating of at least investment grade by the Rating Agencies; and (d) that (i) is independent and is not a stockholder or other securityholder (whether direct, indirect or beneficial), customer or supplier of the Trust or any of its affiliates; (ii) is not a director, officer, employee, affiliate, member, manager or associate of the Trust or any of its affiliates (other than in its capacity as the Delaware Trustee for the Trust); (iii) is not related to any Person referred to in clauses (i) or (ii); (iv) is not a trustee, conservator or receiver for the Trust or any of its affiliates (other than in its capacity as Delaware Trustee for the Trust); and (v) in the ordinary course of its business, acts as a business trustee for other special purpose business trusts similar to the Trust and is otherwise independent from the Trust and its affiliates (except as provided above); provided that affiliates as used in this clause (d) does not include the interests of the Delaware Trustee and its affiliates in each other. If the Delaware Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Delaware Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section, the Delaware Trustee shall resign immediately in the manner and with the effect specified in Section 10.02 hereof.

           Section 10.02.    Resignation or Removal of Delaware Trustee. The Delaware Trustee may at any time resign and be discharged from its appointment as trustee of the Trust hereby created by giving written notice thereof to the Issuer Administrator. Upon receiving such notice of resignation, the Issuer Administrator shall promptly appoint a successor Delaware Trustee meeting the eligibility requirements of Section 10.01 hereof by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Delaware Trustee, and one copy to the successor Delaware Trustee. If no successor Delaware Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Delaware Trustee petition any court of competent jurisdiction for the appointment of a successor Delaware Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Delaware Trustee from any obligations otherwise imposed on it under this Trust Agreement until such successor has in fact assumed such appointment.

          If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 hereof and shall fail to resign after written request therefor by the Issuer Administrator, or if at any time a Bankruptcy Action with respect to the Delaware Trustee shall have occurred and be continuing, then the Issuer Administrator may remove the Delaware Trustee. If the Issuer Administrator shall remove the Delaware Trustee, under the authority of the immediately preceding sentence, the Issuer Administrator shall promptly appoint a successor Delaware Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Delaware Trustee, so removed and one copy to the successor Delaware Trustee, and shall remit payment of all fees owed to the outgoing Delaware Trustee.

          Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Delaware Trustee pursuant to Section 10.03 hereof and payment of all fees and expenses owed to the outgoing Delaware Trustee.

          The Delaware Trustee agrees to provide all reasonable cooperation and assistance to the Sponsor in the event of appointment of a successor Delaware Trustee.

           Section 10.03.    Successor Delaware Trustee. Any successor Delaware Trustee appointed pursuant to Section 10.02 hereof shall execute, acknowledge and deliver to the Issuer Administrator and to its predecessor Delaware Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Delaware Trustee shall become effective and such successor Delaware Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Delaware Trustee. The predecessor Delaware Trustee shall upon payment of its fees, expenses and indemnities deliver to the successor Delaware Trustee all documents, statements, moneys and properties held by it under this Trust Agreement; and the Issuer Administrator and the predecessor Delaware Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Delaware Trustee all such rights, powers, duties and obligations.

           No successor Delaware Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Delaware Trustee shall be eligible pursuant to Section 10.01 hereof.

           Upon acceptance of appointment by a successor Delaware Trustee pursuant to this Section, the Issuer Administrator shall mail notice of the succession of such Delaware Trustee to all Certificateholders, the Indenture Trustee and the Holders. If the Issuer Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Delaware Trustee, the successor Delaware Trustee shall cause such notice to be mailed at the expense of the Issuer Administrator.

           Any successor Delaware Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust identifying its name and principal place of business in the State of Delaware.

           Section 10.04.    Merger or Consolidation of Delaware Trustee. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Delaware Trustee shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Delaware Trustee hereunder; provided that such corporation shall be eligible pursuant to Section 10.01 hereof.

           Section 10.05.    Appointment of Co-Delaware Trustee or Separate Delaware Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Issuer Administrator and the Delaware Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Delaware Trustee, meeting the eligibility requirements of Section 10.01 hereof, to act as co-trustee, jointly with the Delaware Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Issuer Administrator and the Delaware Trustee may consider necessary or desirable. If the Issuer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee acting alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to clauses (d) through (e) of Section 10.01 hereof and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03 hereof.

          Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

           (a) all rights, powers, duties, and obligations conferred or imposed upon the Delaware Trustee shall be conferred upon and exercised or performed by the Delaware Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Delaware Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Delaware Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, solely at the direction of the Delaware Trustee;

           (b) no trustee under this Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and

           (c) the Issuer Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

          Any notice, request or other writing given to the Delaware Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument shall be filed with the Delaware Trustee and a copy thereof given to the Issuer Administrator.

          Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE XI

MISCELLANEOUS

           Section 11.01.    Supplements and Amendments. This Trust Agreement may be amended by the Sponsor and the Delaware Trustee without the consent of any of the Holders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or modifying in any manner the rights of the Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Holder or Certificateholder.

          This Trust Agreement may also be amended from time to time by the Sponsor and the Delaware Trustee (a) with the consent of the Holders of Notes evidencing not less than a majority of the aggregate outstanding principal balance of the Notes and (b) with the consent of the Certificateholders of Certificates evidencing not less than a majority of the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders or the Certificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Financed Student Loans or distributions that shall be required to be made for the benefit of the Holders or the Certificateholders or (ii) reduce the aforesaid percentage of the aggregate outstanding amount of the Notes and the Percentage Interest of Certificates required to consent to any such amendment, without the consent of all the outstanding Holders and Certificateholders.

           Promptly after the execution of any such amendment or consent, the Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Indenture Trustee.

           It shall not be necessary for the consent of the Certificateholders or the Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Delaware Trustee may prescribe.

           Prior to the execution of any amendment to this Trust Agreement, the Delaware Trustee shall be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent thereto have been met. The Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Delaware Trustee's own rights, duties or immunities under this Trust Agreement or otherwise.

           Section 11.02.    No Legal Title to Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial ownership interest therein only in accordance with Articles V and IX hereof. No transfer, by operation of law or otherwise, of any right, title, or interest of the Certificateholders to and in their beneficial ownership interest in the Trust Estate shall operate to terminate this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

           Section 11.03.    Limitations on Rights of Others. The provisions of this Trust Agreement are solely for the benefit of the Delaware Trustee, the Sponsor, each Servicer, the Certificateholders, the Issuer Administrator, any other administrator and, to the extent expressly provided herein, the Indenture Trustee and the Holders, and nothing in this Trust Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Trust Agreement or any covenants, conditions or provisions contained herein.

           Section 11.04.    Notices.

           (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Delaware Trustee shall be deemed given only upon actual receipt by the Delaware Trustee), if to the Delaware Trustee, addressed to its Corporate Trust Office and if to the Sponsor, addressed to College Loan LLC, 16855 W. Bernardo Dr., Suite 270, San Diego, California 92127, Attention: Cary Katz or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

           (b) Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Trust Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

           Section 11.05.    Severability. Any provision of this Trust Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

           Section 11.06.    Separate Counterparts. This Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

           Section 11.07.    Successors And Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Sponsor and its successors, the Delaware Trustee and its successors, each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

           Section 11.08.    No Petition. Notwithstanding any other provision to the contrary of this Trust Agreement or any other agreement, document or instrument executed by the Trust and notwithstanding any prior termination of this Trust Agreement:

           (a) the Sponsor will not, prior to the date which is one year and one day after the termination of the Indenture, take any Bankruptcy Action; and

           (b) the Delaware Trustee (not in its individual capacity but solely as Delaware Trustee), by entering into this Trust Agreement, the Certificateholders, by accepting a Trust Certificate, and the Indenture Trustee and each Holder by accepting the benefits of this Trust Agreement, hereby covenant and agree that they will not, prior to the date which is one year and one day after the termination of the Indenture, take any Bankruptcy Action.

           Section 11.09.    No Recourse. Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder's Trust Certificates represent beneficial interests in the Trust only and does not represent interests in or obligations of the Sponsor, any Servicer, the Issuer Administrator, any other administrator, any Servicer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee or any Affiliate thereof or any officer, director or employee of any thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Trust Agreement, the Trust Certificates or the other Basic Documents.

           Section 11.10.    Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

           Section 11.11.    Governing Law. This Trust Agreement shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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

WILMINGTON TRUST COMPANY, in its individual capacity and as Delaware Trustee,

By__________________________________
Name________________________________
Title_________________________________

COLLEGE LOAN LLC, as Sponsor,

By__________________________________
Name________________________________
Title_________________________________

EXHIBIT A

[FORM OF TRUST CERTIFICATE]

           THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)-(3) or (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

           THIS TRUST CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF THE INVESTMENT BY SUCH PLANS, ARRANGEMENTS OR ACCOUNTS IN SUCH ENTITIES. FURTHER, THIS TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

           THIS TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN COLLEGE LOAN LLC OR WILMINGTON TRUST COMPANY.

           THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

           TRANSFER OF THIS TRUST CERTIFICATE IS SUBJECT TO FURTHER RESTRICTIONS AS SET FORTH IN SECTION 3.10 OF THE TRUST AGREEMENT.

NUMBER 1 PERCENTAGE INTEREST: 100%

COLLEGE LOAN CORPORATION TRUST I

           TRUST CERTIFICATE evidencing a fractional undivided beneficial interest in the Trust, as defined below. (This Trust Certificate does not represent an interest in or obligation of the Sponsor (as defined below) or the Delaware Trustee (as defined below) or any of their respective affiliates, except to the extent described below.)

          THIS CERTIFIES THAT College Loan LLC is the registered owner of a nonassessable, fully-paid, 100% fractional undivided interest in the College Loan Corporation Trust I (the "Trust"), a trust formed under the laws of the State of Delaware by College Loan LLC, a Delaware limited liability company (the "Sponsor"). The Trust was created pursuant to a Trust Agreement, dated as of February 28, 2002, as amended and restated by that certain Amended and Restated Trust Agreement, dated as of March 1, 2002 (the "Trust Agreement"), each by and between the Sponsor and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee on behalf of the Trust (the "Delaware Trustee"). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Indenture; which also contains rules as to usage that shall be applicable herein.

          This Certificate is one of the duly authorized Certificates designated as "College Loan Corporation Trust I Trust Certificates" (herein called the "Certificates" or the "Trust Certificates") issued under the Trust Agreement. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of student loans (the "Financed Student Loans"), all moneys paid thereunder, certain bank accounts and the proceeds thereof and certain other rights under the Trust Agreement and the Servicing Agreements and all proceeds of the foregoing. The rights of the holders of the Trust Certificates to the assets of the Trust are subordinated to the rights of the holders of the Notes, as set forth in the Basic Documents.

          It is the intent of the Sponsor, the Servicers, the Issuer Administrator and the Certificateholders that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to § 301.7701-2(c)(2) of the Treasury Regulations, (ii) if there is more than one Certificateholders, the Trust shall be treated as a partnership, (iii) the Notes be treated as debt of the partnership and (iv) the provisions of the Trust Agreement shall be construed in accordance with such intent. The Certificateholders by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with such treatment for such tax purposes.

           Each Certificateholder by its acceptance of a Trust Certificate covenants and agrees that such Certificateholder will not, prior to the date which is one year and one day after the termination of the Indenture, institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the other Basic Documents.

           The Trust Certificate does not represent an obligation of, or an interest in, the Sponsor, the Indenture Trustee, any Servicer, the Issuer Administrator, any other administrator, the Eligible Lender Trustee, the Delaware Trustee or any affiliates of any of them, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Financed Student Loans, all as more specifically set forth in the Indenture. A copy of each of the Indenture and the Trust Agreement may be examined during normal business hours at the principal office of the Sponsor, and at such other places, if any, designated by the Sponsor, by the Certificateholder upon request.

           The Delaware Trustee, the Certificate Registrar and any agent of the Delaware Trustee or the Certificate Registrar may treat the person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Delaware Trustee or the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

           Each purchaser of this Trust Certificate shall be required, prior to purchasing a Trust Certificate, to execute the Purchaser's Representation and Warranty Letter in the form attached to the Trust Agreement as Exhibit B.

           This Trust Certificate shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

           Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Delaware Trustee or its authenticating agent, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Indenture or be valid for any purpose.

           IN WITNESS WHEREOF, the Delaware Trustee on behalf of the Trust and not in its individual capacity has caused this Trust Certificate to be duly executed as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST I

By  WILMINGTON TRUST COMPANY, not in its
     individual capacity but solely as Delaware Trustee.

By__________________________________
Name________________________________
Title_________________________________

Date: _________ __, 2002

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is the Trust Certificate referred to in the within-mentioned Trust Agreement.

          By WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee.

By  WILMINGTON TRUST COMPANY, not in its
     individual capacity but solely as Delaware Trustee.

By__________________________________
Name________________________________
Title_________________________________

Date: ________ __, 2002

ASSIGNMENT

           FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip code, of assignee)


the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing


Attorney to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

______________________________________________*
Signature Guaranteed:

______________________________________________*

* NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Trust Certificate in every particular, without alteration, enlargement or any change whatever.

EXHIBIT B

[FORM OF PURCHASER'S REPRESENTATION AND WARRANTY LETTER]

Wilmington Trust Company, as Certificate Registrar
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

           Re:    College Loan Corporation Trust I Trust Certificates

Ladies and Gentlemen:

          In connection with our proposed purchase of the College Loan Corporation Trust I Trust Certificate (the "Trust Certificate") issued under the Trust Agreement, dated as of February 28, 2002, as amended and restated by that certain Amended and Restated Trust Agreement, dated as of March 1, 2002 (the "Agreement"), each by and between College Loan LLC, as depositor (the "Sponsor") and Wilmington Trust Company, as Delaware Trustee, the undersigned (the "Purchaser") represents, warrants and agrees that:

          1.   It is an institutional "accredited investor" as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act of 1933, as amended (the "Securities Act") and is acquiring the Trust Certificates for its own institutional account or for the account of an institutional accredited investor.

           2.  It is not (a) an employee benefit plan, retirement arrangement, individual retirement account or Keogh plan subject to either Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or (b) an entity (including an insurance company general account) whose underlying assets include plan assets by reason of the investment by such plans, arrangements or accounts in any such entity.

           3.  It is a U.S. Person as defined in Section 7701(a)(30) of the Code.

           4.  It has such knowledge and experience in evaluating business and financial matters so that it is capable of evaluating the merits and risks of an investment in the Trust Certificates. It understands the full nature and risks of an investment in the Trust Certificates and based upon its present and projected net income and net worth, it believes that it can bear the economic risk of an immediate or future loss of its entire investment in the Trust Certificates.

           5.  It understands that the Trust Certificates will be offered in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Trust Certificates, such Trust Certificates may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is an institutional "accredited investor" as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act that purchases for its own account or for the account of another institutional accredited investor or (b) pursuant to an effective registration statement under the Securities Act.

           6.  It understands that the Trust Certificate will bear a legend substantially to the following effect:

"THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)-(3) or (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

THIS TRUST CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF THE INVESTMENT BY SUCH PLANS,ARRANGEMENTS OR ACCOUNTS IN SUCH ENTITIES. FURTHER, THIS TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THE TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR ANY INTEREST IN COLLEGE LOAN LLC OR WILMINGTON TRUST COMPANY.

THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

           7.  It is acquiring the Trust Certificates for its own account and not with a view to the public offering thereof in violation of the Securities Act (subject, nevertheless, to the understanding that disposition of its property shall at all times be and remain within its control).

           8.  It has been furnished with all information regarding the Trust and Trust Certificates which it has requested from the Trust and the Sponsor.

           9.  Neither it nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Trust Certificate, any interest in any Trust Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Trust Certificate, any interest in any Trust Certificate or any other similar security from, or otherwise approached or negotiated with respect to any Trust Certificate, any interest in any Trust Certificate or any other similar security with, any person in any manner or made any general solicitation by means of general advertising or in any other manner, which would constitute a distribution of the Trust Certificates under the Securities Act or which would require registration pursuant to the Securities Act nor will the it act, nor has it authorized or will authorize any person to act, in such manner with respect to any Trust Certificate.

           10.  It is not an "affiliate" (within the meaning of Rule 144 under the Securities Act) of the Sponsor.

          Dated:____________

Very truly yours,

___________________________________________
NAME OF PURCHASER

By__________________________________
Name________________________________
Title_______________________________

NOTE: To be executed by an executive officer

EXHIBIT C

CERTIFICATE OF TRUST
OF
COLLEGE LOAN CORPORATION TRUST I

           This Certificate of Trust of College Loan Corporation Trust I (the "Trust") is being duly executed and filed by Wilmington Trust Company, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C.ss. 3801 et seq.) (the "Act").

           1.  Name: The name of the business trust formed hereby is College Loan Corporation Trust I.

           2.  Delaware Trustee: The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

           3.  Effective Date: This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee.

By__________________________________
Name________________________________
Title_______________________________

EX-5 7 college-ex51_091203.txt EXHIBIT 5.1 EXHIBIT 5.1 Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 September 11, 2003 College Loan Corporation College Loan Corporation Trust I 16855 W. Bernardo Dr., Suite 270 San Diego, CA 92127 Re: College Loan Corporation College Loan Corporation Trust I REGISTRATION STATEMENT ON FORM S-3 (NO. 333-102791) Gentlemen: We have acted as special counsel to College Loan Corporation, a California corporation (the "Company"), and College Loan Corporation Trust I, a Delaware statutory trust (the "Trust"), in connection with the preparation of the registration statement on Form S-3 (No. 333-102791) (the "Registration Statement") relating to the proposed offering of notes (the "Notes") from time to time in one or more series (each, a "Series") by the Trust. The Registration Statement has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the terms of a general indenture and a supplement thereto (each, an "Agreement") between the Trust and an independent trustee (the "Trustee") to be identified in the Prospectus Supplement for each Series of Notes. As such counsel, we have examined copies of the Certificate of Incorporation and By-Laws of the Company, the Registration Statement, the base Prospectus and a form of the Prospectus Supplement included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America and the laws of the State of New York. Based upon and subject to the foregoing, we are of the opinion that: 1. When the issuance, execution and delivery of each Series of Notes has been authorized by all necessary action of the Company and the Trust in accordance with the provisions of the related Agreement, and when such Notes have been duly executed and delivered, authenticated by the Trustee and sold as described in the Registration Statement, assuming that the terms of such Notes are otherwise in compliance with applicable law at such time, such Notes will constitute valid and binding obligations of the Trust in accordance with their terms and the terms of the related Agreement. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity. 2. The information in the Prospectus under the caption "Federal Income Tax Consequences," and in the form of Prospectus Supplement contained as part of the Registration Statement under the caption "Risk Factors -- Federal income tax considerations," to the extent that it constitutes matters of law or legal conclusions, sets forth our opinion with respect to the material Federal income tax consequences of an investment in the Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and each related Prospectus Supplement which forms a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of the Company or any dealer in connection with the registration of the Securities under the securities or blue sky laws of any state or jurisdiction. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Stroock & Stroock & Lavan LLP STROOCK & STROOCK & LAVAN LLP EX-25 8 college-ex251_091203.htm EXHIBIT 25.1 Ex-25.1
Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK
(Jurisdiction of Incorporation or
organization if not a U.S. national bank) 13-4941247
(I.R.S. Employer
Identification no.)

60 WALL STREET
NEW YORK, NEW YORK
(Address of principal
executive offices)
10005
(Zip Code)

Deutsche Bank Trust Company Americas
Attention: Will Christoph
Legal Department
1301 6th Avenue, 8th Floor
New York, New York 10019
(212) 469-0378
(Name, address and telephone number of agent for service)

COLLEGE LOAN CORPORATION
(Exact name of Registrant as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 33-0873915
(IRS Employer Identification No.)

Mark Brenner
General Counsel
College Loan Corporation
16855 W. Bernardo Drive, Suite 270
San Diego, California 92127
(202) 638-6954

(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

Student Loan Asset-Backed Notes

Item 1. General Information.

           Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name

Federal Reserve Bank (2nd District)
Federal Deposit Insurance Corporation
New York State Banking Department Address

New York, NY
Washington, D.C.
Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.
Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 22, 2002, copies attached.

Exhibit 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.

Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.

Exhibit 4 - Existing By-Laws of Bankers Trust Company, as amended on April 15, 2002. Copy attached.

Exhibit 5 - Not applicable.

Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.

Exhibit 7 - The latest report of condition of Deutsche Bank Trust Company Americas dated as of June 30, 2003. Copy attached.

Exhibit 8 - Not Applicable.

Exhibit 9 - Not Applicable.

SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 3rd day of September, 2003.

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:
Louis Bodi
Vice President

SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 3^rd day of September 2003.

DEUTSCHE BANK TRUST COMPANY AMERICAS

         /s/ Louis Bodi
By:  Louis Bodi
        Vice President

State of New York,

Banking Department

           I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 25th day of September in the Year of our Lord one
thousand nine hundred and ninety-eight.

          Manuel Kursky
Deputy Superintendent of Banks

RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

Under Section 8007
Of the Banking Law

Bankers Trust Company
1301 6th Avenue, 8th Floor
New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law

           We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

           1.      The name of the corporation is Bankers Trust Company.

           2.      The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.

           3.      The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:

"Certificate of Organization
of
Bankers Trust Company

           Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

           I.      The name by which the said corporation shall be known is Bankers Trust Company.

           II.      The place where its business is to be transacted is the City of New York, in the State of New York.

           III.      Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

           (a)      Common Stock

           1.      Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

           2.      Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

           3.      Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

           4.      Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

           (b)      Series Preferred Stock

           1.      Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:

      (i)      The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

      (ii)      The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

      (iii)      Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

      (iv)      The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

      (v)      The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

      (vi)      Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

      (vii)      Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.

           All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.

           2.      Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

           All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

           3.      Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

           4.      Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

           5.      Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

           6.      Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

           (c)      Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

           1.      Designation: The distinctive designation of the series established hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A" (hereinafter called "Series A Preferred Stock").

           2.      Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

           3.      Dividends:

           (a)      Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the "Issue Date") and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year ("Dividend Payment Date") commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a "Dividend Period". If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

           (b)      Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on the basis of the following provisions:

           (i)      On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

           (ii)      On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

           (ii)      The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term "London Business Day" shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

           4.      Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

           So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

           The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

           5.      Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the "liquidation value") together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

           6.      Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

           At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

           In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation's obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

           IV.      The name, residence and post office address of each member of the corporation are as follows:

Name Residence Post Office Address

James A. Blair 9 West 50th Street,
Manhattan, New York City 33 Wall Street,
Manhattan, New York City

James G. Cannon 72 East 54th Street,
Manhattan New York City 14 Nassau Street,
Manhattan, New York City

E. C. Converse 3 East 78th Street,
Manhattan, New York City 139 Broadway,
Manhattan, New York City

Henry P. Davison Englewood,
New Jersey 2 Wall Street,
Manhattan, New York City

Granville W. Garth 160 West 57th Street,
Manhattan, New York City 33 Wall Street
Manhattan, New York City

A. Barton Hepburn 205 West 57th Street
Manhattan, New York City 83 Cedar Street
Manhattan, New York City

William Logan Montclair,
New Jersey 13 Nassau Street
Manhattan, New York City

George W. Perkins Riverdale,
New York 23 Wall Street,
Manhattan, New York City

William H. Porter 56 East 67th Street
Manhattan, New York City 270 Broadway,
Manhattan, New York City

John F. Thompson Newark,
New Jersey 143 Liberty Street,
Manhattan, New York City

Albert H. Wiggin 42 West 49th Street,
Manhattan, New York City 214 Broadway,
Manhattan, New York City

Samuel Woolverton Mount Vernon,
New York 34 Wall Street,
Manhattan, New York City

Edward F.C. Young 85 Glenwood Avenue,
Jersey City, New Jersey 1 Exchange Place,
Jersey City, New Jersey

           V.      The existence of the corporation shall be perpetual.

           VI.      The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.

           VII.      The number of directors of the corporation shall not be less than 10 nor more than 25."

           4.      The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

           IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of August, 1998.

           IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of August, 1998.

     James T. Byrne, Jr.
James T. Byrne, Jr.
Managing Director and Secretary

     Lea Lahtinen
Lea Lahtinen
Vice President and Assistant Secretary

     Lea Lahtinen
Lea Lahtinen

State of New York

County of New York )
) ss:
)

           Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

     Lea Lahtinen
     Lea Lahtinen

Sworn to before me this
6th day of August, 1998.

      Sandra L. West
      Notary Public

     SANDRA L. WEST
Notary Public State of New York
     No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998

State of New York,

Banking Department

           I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,” dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 31st day of August in the Year of our Lord one
thousand nine hundred and ninety-eight.

          Manuel Kursky
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

           We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

           1.      The name of the corporation is Bankers Trust Company.

           2.      The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

           3.      The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

           4.      Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

           5.      The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

           IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

     James T. Byrne, Jr.
     James T. Byrne, Jr.
Managing Director and Secretary

     Lea Lahtinen
     Lea Lahtinen
Vice President and Assistant Secretary

State of New York

County of New York )
) ss:
)

           Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

     Lea Lahtinen
     Lea Lahtinen

Sworn to before me this
25th day of September, 1998.

      Sandra L. West
      Notary Public

     SANDRA L. WEST
Notary Public State of New York
     No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000

State of New York,

Banking Department

           I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 18th day of December in the Year of our Lord one
thousand nine hundred and ninety-eight.

          P. Vincent Conlon
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

           We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

           1.      The name of the corporation is Bankers Trust Company.

           2.      The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

           3.      The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

           4.      Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

           5.      The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

           IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

     James T. Byrne, Jr.
     James T. Byrne, Jr.
Managing Director and Secretary

     Lea Lahtinen
     Lea Lahtinen
Vice President and Assistant Secretary

     Lea Lahtinen
Lea Lahtinen

State of New York

County of New York )
) ss:
)

           Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

     Lea Lahtinen
     Lea Lahtinen

Sworn to before me this
16th day of December, 1998.

      Sandra L. West
      Notary Public

     SANDRA L. WEST
Notary Public State of New York
     No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000

BANKERS TRUST COMPANY

ASSISTANT SECRETARY'S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.

[SEAL]

/s/ Lea Lahtinen
Lea Lahtinen, Vice President and Assistant Secretary
Bankers Trust Company

State of New York

County of New York )
) ss:
)

On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Sonja K. Olsen
Notary Public

SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002

State of New York,
Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law” dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 14th day of March two thousand and two.

/s/ P. Vincent Conlon
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

4. The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:

"1.      The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

"1.      The name of the corporation is Deutsche Bank Trust Company Americas."

6. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

/s/ James T. Byrne Jr.
      James T. Byrne Jr.
      Secretary

/s/ Lea Lahtinen
      Lea Lahtinen
      Vice President and Assistant Secretary

State of New York

County of New York )
) ss:
)

           Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

     Lea Lahtinen
     Lea Lahtinen

Sworn to before me this
25th day of September, 1998.

      Sandra L. West
      Notary Public

     SANDRA L. WEST
Notary Public State of New York
     No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000

State of New York

County of New York )
) ss:
)

           Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

     Lea Lahtinen
     Lea Lahtinen

Sworn to before me this
27th day of February, 2002.

      Sandra L. West
      Notary Public

     SANDRA L. WEST
Notary Public State of New York
     No. 01WE4942401
     Qualified in New York County
Commission Expires September 19, 2000

EXHIBIT A

State of New York

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - filed on January 15, 1915

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - filed on December 18, 1916

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 11, 1934

Certificate of Extension to perpetual - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed January 30, 1953

Restated Certificate of Incorporation - filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 8, 1955

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock - filed January 24, 1967

Restated Organization Certificate - filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed August 5, 1980

Restated Organization Certificate - filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 18, 1986

Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors - filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 28, 1990

Restated Organization Certificate - filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock - filed June 27, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 26, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 29, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 26, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 23, 1998

Restated Organization Certificate - filed August 31, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 25, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 18, 1998; and

Certificate of Amendment of the Organization Certificate providing for a change in the number of directors - filed September 3, 1999; and

THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

/s/ P. Vincent Conlon
Deputy Superintendent of Banks

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

BY-LAWS
of

Deutsche Bank Trust Company Americas

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors' examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company's assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys' fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

I, Annie Jaghastpanyan, Associate, of Deutsche Bank Trust Company Americas, New York, New York, hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that the same are in full force and effect at this date.


Associate

DATED AS OF: August 19, 2003

DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank
NEW YORK
City
NY                                 10019
State                           Zip Code FFIEC 031
RC-1

12

FDIC Certificate Number - 00623

Consolidated Report of Condition for Insured Commercialand
State-Chartered Savings Banks for June 30, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
reported the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet

Dollar Amounts in Thousands | RCFD | ASSETS | / / / / | 1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / | a. Noninterest-bearing balances and currency and coin (1) ........... | 0081 2,309,000 | 1.a. b. Interest-bearing balances (2) .................................... | 0071 285,000 | 1.b. 2. Securities: | / / / / | a. Held-to-maturity securities (from Schedule RC-B, column A) ....... | 1754 0 | 2.a. b. Available-for-sale securities (from Schedule RC-B, column D)...... | 1773 90,000 | 2.b. 3. Federal funds sold and securities purchased under agreements to resell... | RCON | 3. a. Federal funds sold in domestic offices............................. | B987 1,119,000 | 3.a | RCFD | b. Securities purchased under agreements to resell (3)................ | B989 8,540,000 | 3.b 4. Loans and lease financing receivables (from Schedule RC-C): | / / / / | a. Loans and leases held for sale | 5369 0 | 4.a. b. Loans and leases, net unearned income........ B528 9,687,000 | / / / / | 4.b. c. LESS: Allowance for loan and lease losses ..... 3123 425,000 | / / / / | 4.c. d. Loans and leases, net of unearned income and | / / / / | allowance (item 4.b minus 4.c) .................................... | B529 9,262,000 | 4.d. 5. Trading Assets (from schedule RC-D) .................................... | 3545 13,972,000 | 5. 6. Premises and fixed assets (including capitalized leases) ................ | 2145 289,000 | 6. 7. Other real estate owned (from Schedule RC-M) ............................ | 2150 60,000 | 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 2,989,000 | 8. 9. Customers' liability to this bank on acceptances outstanding ............ | 2155 0 | 9. 10. Intangible assets ........................................................ | / / / / / | a. Goodwill........................................................... | 3163 0 | 10.a b. Other intangible assets (from Schedule RC-M) | 0426 28,000 | 10.b 11. Other assets (from Schedule RC-F) ........................................ | 2160 2,451,000 | 11. 12. Total assets (sum of items 1 through 11) ................................. | 2170 41,394,000 | 12. ---------------------------
_____________

(1)
(2)
(3) Includes cash items in process of collection and unposted debits.
Includes time certificates of deposit not held for trading.
Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank

FDIC Certificate Number - 00623

Schedule RC--Continued FFIEC 031
RC-2

13

Dollar Amounts in Thousands

LIABILITIES 13. Deposits: | / / / / | a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 9,858,000 | 13.a. (1) Noninterest-bearing(1) .................... RCON 6631 3,234,000 | / / / / | 13.a.(1) (2) Interest-bearing .......................... RCON 6636 6,624,000 | / / / / | 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / | part II) | RCFN 2200 10,877,000 | 13.b. (1) Noninterest-bearing ...................... RCFN 6631 2,092,000 | / / / / | 13.b.(1) (2) Interest-bearing ......................... RCFN 6636 8,785,000 | / / / / | 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase: | RCON | a. Federal Funds purchased in domestic offices (2)...................... | B993 9,397,000 | 14.a | RCFD | b. Securities sold under agreements to repurchase (3)................... | 8995 0 | 14.b 15. Trading liabilities (from Schedule RC-D).................................... | RCFD 3548 1,479,000 | 15. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): | / / / / | (from Schedule RC-M): | RCFD 3190 109,000 | 16. 17. Not Applicable. | / / / / | 17. 18. Bank's liability on acceptances executed and outstanding ................... | RCFD 2920 0 | 18. 19. Subordinated notes and debentures (2)....................................... | RCFD 3200 225,000 | 19. 20. Other liabilities (from Schedule RC-G) ..................................... | RCFD 2930 1,779,000 | 20. 21. Total liabilities (sum of items 13 through 20) ............................. | RCFD 2948 33,724,000 | 21. 22. Minority interest in consolidated subsidiaries | RCFD 3000 631,000 | 22. | / / / / | EQUITY CAPITAL | / / / / | 23. Perpetual preferred stock and related surplus .............................. | RCFD 3838 1,500,000 | 23. 24. Common stock ............................................................... | RCFD 3230 2,127,000 | 24. 25. Surplus (exclude all surplus related to preferred stock) ................... | RCFD 3839 584,000 | 25. 26. a. Retained earnings ................................................... | RCFD 3632 2,835,000 | 26.a. b. Accumulated other comprehensive Income (3) .......................... | RCFD B530 (7,000)| 26.b. 27. Other equity capital components (4) ........................................ | RCFD A130 0 | 27. 28. Total equity capital (sum of items 23 through 27) .......................... | RCFD 3210 7,039,000 | 28. 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)................................................. | RCFD 3300 41,394,000 | 29. -----------------------

Memorandum To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external
auditors as of any date during 2002
                           Number
|   RCFD   6724   N/A    | M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company auditors (but not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, "other borrowed money."

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Plan shares.

~~-----END PRIVACY-ENHANCED MESSAGE-----~~

Notes	[____________]	Total
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