8-K

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

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 25, 2006

COLLEGE LOAN CORPORATION TRUST I
(Issuer of the Notes)

COLLEGE LOAN LLC
(Depositor of the Issuer of the Notes)
(Exact name of Registrant as specified in its charter) COLLEGE LOAN CORPORATION
(Sponsor of the Issuer of the Notes)

Delaware 333-112075-01 32-6044730

(State or other jurisdiction of
incorporation or organization) (Commission File Number) (I.R.S. employer identification number)

16855 W. Bernardo Drive, Suite 100, San Diego, California 92127

           (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 972-6311

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.      Entry into a Material Definitive Agreement.

On April 25, 2006, College Loan Corporation Trust I (the “Issuer”) issued in a registered offering $1,390,000,000 of its Series 2006-1 Student Loan Asset-Backed Notes (the “Notes”).

The Issuer is a master trust established in 2002. In connection with the issuance of the Notes, the Issuer entered into a Second Amended and Restated Indenture of Trust, and a related Seventh Supplemental Indenture of Trust, each dated as of April 1, 2006, with Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee”) and as eligible lender trustee (the “ELT”). On April 19, 2006, College Loan Corporation (“CLC” or the “Issuer Administrator”) and the Issuer entered into an Underwriting Agreement with UBS Securities, Inc., Citigroup Global Markets Inc., J. P. Morgan Securities Inc. and Goldman, Sachs & Co., as underwriters.

Item 9.01.      Financial Statements, Pro Forma Financial Information and Exhibits.

           (c) Exhibits

                Exhibit No.

                 1.1      Underwriting Agreement, dated as of April 19, 2006, among CLC, the Issuer and Citigroup Global Markets Inc., J. P. Morgan Securities Inc., UBS Securities LLC and Goldman, Sachs & Co., as underwriters.

                 4.1      Amended and Restated Trust Agreement, dated as of March 1, 2002, between CL LLC and the Delaware Trustee.

                 4.2      Second Amended and Restated Indenture of Trust, dated as of April 1, 2006, among the Issuer, the Trustee and the ELT.

                 4.3      Seventh Supplemental Indenture of Trust, dated as of April 1, 2006, among the Issuer, the Trustee and the ELT.

                 5.1      Opinion and consent of Stroock & Stroock & Lavan LLP, dated April 25, 2006, with respect to the due authorization, enforceability and legality of the Notes.

                 8.1      Opinion of Stroock & Stroock & Lavan LLP, dated April 25, 2006, with respect to certain federal income tax matters (contained in Exhibit 5.1).

                 99.1      Federal FFEL Origination/Servicing Agreement, dated March 11, 2002, between the Issuer and ACS Education Services Inc. (formerly known as AFSA Date Corporation, Inc.).

                 99.2      Administration Agreement, dated as of March 1, 2002, among the Issuer, the Delaware Trustee, the Indenture Trustee, the ELT and the Issuer Administrator.

                 99.3      Verification Agent Agreement, dated as of October 1, 2003, among the Issuer, the Issuer Administrator and Deutsche Bank Trust Company Americas, as verification agent.

                 99.4      Back-Up Administration Agreement, dated as of March 1, 2002, among the Issuer, the Indenture Trustee, Deutsche Bank Trust Company Americas, as back-up issuer administrator and the Issuer Administrator.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 3, 2006 College Loan LLC, as Depositor, by College Loan
Corporation, as Sole Economic Member

By:       /s/ Cary Katz                             
            Name: Cary Katz
            Title: Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number Description

     1.1 Underwriting Agreement, dated as of April 19, 2006, among CLC, the Issuer and Citigroup Global Markets Inc., J. P. Morgan Securities Inc., UBS Securities LLC and Goldman, Sachs & Co., as underwriters.

     4.1 Amended and Restated Trust Agreement, dated as of March 1, 2002, between CL LLC and the Delaware Trustee.

     4.2 Second Amended and Restated Indenture of Trust, dated as of April 1, 2006, among the Issuer, the Trustee and the ELT.

     4.3 Seventh Supplemental Indenture of Trust, dated as of April 1, 2006, among the Issuer, the Trustee and the ELT.

     5.1 Opinion and consent of Stroock & Stroock & Lavan LLP, dated April 25, 2006, with respect to the due authorization, enforceability and legality of the Notes.

     8.1 Opinion of Stroock & Stroock & Lavan LLP, dated April 25, 2006, with respect to certain federal income tax matters (contained in Exhibit 5.1).

     99.1 Federal FFEL Origination/Servicing Agreement, dated March 11, 2002, between the Issuer and ACS Education Services Inc. (formerly known as AFSA Date Corporation, Inc.).

     99.2 Administration Agreement, dated as of March 1, 2002, among the Issuer, the Delaware Trustee, the Indenture Trustee, the ELT and the Issuer Administrator.

     99.3 Verification Agent Agreement, dated as of October 1, 2003, among the Issuer, the Issuer Administrator and Deutsche Bank Trust Company Americas, as verification agent.

     99.4 Back-Up Administration Agreement, dated as of March 1, 2002, among the Issuer, the Indenture Trustee, Deutsche Bank Trust Company Americas, as back-up issuer administrator and the Issuer Administrator.

EX-1

College Loan Corporation Trust I
$1,390,000,000
Student Loan Asset Backed Notes
Series 2006-1

UNDERWRITING AGREEMENT

April 19, 2006

UBS Securities LLC
1285 Avenue of the Americas, 15th Floor
New York, NY 10019

Citigroup Global Markets Inc.
388 Greenwich Street, 35th Floor

New York, New York 10013 Goldman, Sachs & Co.
85 Broad Street, 27th Floor
New York, NY 10004

J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017

Ladies and Gentlemen:

          College Loan LLC (the “Depositor”) has filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $3,000,000,000 of student loan asset-backed notes. College Loan Corporation, a California corporation (“College Loan”), is the sole economic member of the Depositor. The Depositor proposes to cause College Loan Corporation Trust I, a Delaware statutory trust (the “Issuer”), to issue and to sell pursuant to this Underwriting Agreement (this “Agreement”) to UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (each, an “Underwriter” and collectively, the “Underwriters”) $1,390,000,000 aggregate principal amount of its Student Loan Asset-Backed Notes, Series 2006-1A-1 Senior Notes, Series 2006-1A-2 Senior Notes, Series 2006-1A-3 Senior Notes, Series 2006-1A-4 Senior Notes, Series 2006-1A-5 Senior Notes, Series 2006-1A-6 Senior Notes, Series 2006-1A-IO and Series 2006-1B Subordinate Notes (together, the “Series 2006-1 Registered Notes”) in the classes and initial principal or notional amounts set forth on Schedule A hereto. The Series 2006-1 Registered Notes will be issued under a Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as previously supplemented and amended, the “Base Indenture”), and a related Seventh Supplemental Indenture of Trust, dated as of April 1, 2006 (collectively with the Base Indenture, the “Indenture”), among the Issuer, Deutsche Bank Trust Company Americas, a New York banking corporation, as eligible lender trustee on behalf of the Issuer (the “Eligible Lender Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the “Trustee”). Simultaneously with the issuance of the Series 2006-1 Registered Notes, the Issuer will be issuing its Student Loan Asset-Backed Notes, Series 2006-1A-7A Senior Notes and Series 2006-1A-7B Senior Notes (the “Series 2006-1 Non-Registered Notes” and, collectively with the Series 2006-1 Registered Notes, the “Series 2006-1 Notes”) pursuant to the Indenture. In addition, the Issuer has previously issued $5,853,000,000 of its Student Loan Asset-Backed Notes (the “Prior Notes”) pursuant to the Indenture. Upon issuance, the Series 2006-1 Notes, together with the Prior Notes and any future Student Loan Asset-Backed Notes issued pursuant to the Indenture (collectively, 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 and the Disclosure Package (each as defined in Section 3 below). The Financed Student Loans will initially be serviced by ACS Education Services, Inc. (“ACS” or a “Servicer”) (formerly known as AFSA Data Corporation), Great Lakes Educational Loan Services, Inc. (“GLELSI” or a “Servicer”) and Pennsylvania Higher Education Assistance Agency (“PHEAA” or a “Servicer” and, collectively with ACS and GLELSI, the “Servicers”) pursuant to separate servicing agreements (each a “Servicing Agreement” and collectively, the “Servicing Agreements”), between the applicable Servicer and the Issuer.

          The Issuer, through the Eligible Lender Trustee, has acquired certain of the Financed Loans from College Loan pursuant to an Amended and Restated FFELP Loan Purchase Agreement (the “College Loan Student Loan Purchase Agreement”) with College Loan and its eligible lender trustee (the “College Loan Eligible Lender Trustee”). The Issuer, through the Eligible Lender Trustee, will acquire certain of the Financed Loans from the Depositor pursuant to a FFELP Loan Purchase Agreement (the “Depositor Student Loan Purchase Agreement”) with the Depositor and its eligible lender trustee (the “Depositor Eligible Lender Trustee”). The Depositor, through the Depositor Eligible Lender Trustee, will acquire certain of the Financed Student Loans to be sold to the Issuer pursuant to the Depositor Loan Student Loan Purchase Agreement from (i) College Loan (a “Seller”), (ii) College Loan Warehouse LLC (“Warehouse LLC” or a “Seller”), (iii) College Loan Gold Funding LLC (“Gold Funding LLC” or a “Seller”), (iv) College Loan Royal Funding LLC (“Royal Funding LLC” or a “Seller”) and (v) College Loan Swiss Funding LLC (“Swiss Funding LLC” or a “Seller”), acting through their respective eligible lender trustees (each a “Seller Eligible Lender Trustee”). The Depositor and the Depositor Eligible Lender Trustee have entered into separate FFELP Loan Purchase Agreements with each Seller and its respective Seller Eligible Lender Trustee (referred to herein as the “Seller Student Loan Purchase Agreements”).

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

          This Agreement, the Indenture, the College Loan Student Loan Purchase Agreement, the Depositor Student Loan Purchase Agreement, the Seller Student Loan Purchase Agreements, the Servicing Agreements, the Administration Agreement, the Custody Agreements among the applicable Servicer, the Issuer, the Eligible Lender Trustee and the Trustee, the Amended and Restated Trust Agreement, dated as of March 1, 2002, between the Depositor and the Delaware Trustee, the Auction Agent Agreement, dated as of April 1, 2006 (the “Auction Agent Agreement”), between the Trustee and Deutsche Bank Trust Company Americas, as auction agent (the “Auction Agent”), the Broker-Dealer Agreement, dated as of April 1, 2006 (the “Broker-Dealer Agreement”), between the Auction Agent and Goldman, Sachs & Co., as broker-dealer, and the Market Agent Agreement, dated as of April 1, 2006 (the “Market Agent Agreement”), between the Trustee and Goldman, Sachs & Co. 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 Disclosure Package and the Prospectus.

          The Issuer wishes to confirm as follows this Agreement with the Underwriters in connection with the purchase and resale of the Series 2006-1 Registered Notes.

           1.      Agreements to Sell, Purchase and Resell.

     (a)      The Issuer hereby agrees, subject to all the terms and conditions set forth herein, to sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of the Issuer herein contained and subject to all the terms and conditions set forth herein, each of the Underwriters severally and not jointly agrees to purchase from the Issuer, such principal or notional amount of each series of the Series 2006-1 Registered Notes at such respective purchase prices as are set forth next to the name of each Underwriter on Schedules A and B hereto. For the period from the Closing Date (as defined in Section 2 hereof) through the end of the initial Auction Period, the Series 2006-1B-1 Subordinate Notes shall bear interest at a rate, not to exceed 7.00% per annum, to be agreed to by the Issuer and Goldman, Sachs & Co.

     (b)      It is understood that the Underwriters propose to offer the Series 2006-1 Registered Notes for sale to the public (which may include selected dealers) as set forth in the Disclosure Package and the Prospectus.

           2.      Delivery of the Series 2006-1 Registered Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Series 2006-1 Registered Notes shall be made at the office of Stroock & Stroock & Lavan LLP, at 10:00 a.m., Eastern Time, on April 25, 2006 (the “Closing Date”). The place of such closing and the Closing Date may be varied by agreement between the Underwriters and the Issuer.

          The Series 2006-1 Registered Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Issuer in Federal Funds, by wire transfer to an account at a bank acceptable to the Underwriters, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by the Issuer and the Underwriters, each series of the Series 2006-1 Registered Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and/or by additional definitive securities, and will be registered, in the case of the global securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Series 2006-1 Registered Notes to be delivered to the Underwriters shall be made available to the Underwriters in New York, New York, for inspection and packaging not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date.

           3.      Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the Underwriters that:

     (a)      A registration statement on Form S-3 (No. 333-112075), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Series 2006-1 Registered Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Securities 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 Series 2006-1 Registered 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 Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are 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 Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities 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 Securities 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 Securities 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the “time of sale” (within the meaning of Rule 159 under the Securities Act, the “Time of Sale”) for each sale of the Series 2006-1 Registered Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the Preliminary Prospectus Supplement, dated April 19, 2006 (the “Preliminary Prospectus Supplement”), the Term Sheet, dated April 19, 2006 (the “Term Sheet”), a final Prospectus Supplement (the “Prospectus Supplement”), and the Prospectus, dated March 28, 2006 (together with the Preliminary Prospectus Supplement, the Term Sheet and the final pricing information for the Series 2006-1 Registered Notes (which final pricing information is set forth on Schedule B hereto), the “Disclosure Package”) and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act)(the “Static Pool Data”) will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none 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 Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein.

     (c)      The Series 2006-1 Registered Notes are “asset backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Securities Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Issuer, 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 Issuer 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, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Issuer, 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 the Indenture conforms in all material respects to the description thereof in the Disclosure Package and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act.

     (f)      The Series 2006-1 Registered Notes have been duly authorized by the Issuer and the Series 2006-1 Registered Notes, when executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters 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 Issuer 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 Series 2006-1 Registered Notes will conform in all material respects to the description thereof in the Disclosure Package and the Prospectus.

     (g)      The Issuer 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 Disclosure Package and the Prospectus 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 Issuer.

     (h)      Other than as contemplated by this Agreement or as disclosed in the Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Issuer 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 Issuer contemplated, against the Issuer, or to which the Issuer or any of its properties is subject, that are not disclosed in the Disclosure Package and 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 Issuer, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement and the other Basic Documents to which it is a party or otherwise materially affect the issuance of the Series 2006-1 Registered Notes or the consummation of the transactions contemplated hereby or by the Basic Documents.

     (j)      Neither the offer, sale or delivery of the Series 2006-1 Registered Notes by the Issuer nor the execution, delivery or performance of this Agreement or the Basic Documents to which it is a party by the Issuer, nor the consummation by the Issuer 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 Issuer; 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 Issuer is a party or by which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer and this Agreement and the other Basic Documents have been duly executed and delivered by the Issuer and constitute the valid and legally binding agreements of the Issuer, enforceable against the Issuer 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 statements set forth in each of the Disclosure Package and the Prospectus under the caption “Description of the Notes” insofar as they purport to constitute a summary of the terms of the Series 2006-1 Registered Notes, are accurate, complete and fair.

     (m)      The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by College Loan and the College Loan Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, and the assignment of the Financed Student Loans by the Issuer 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 in the Financed Eligible Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

     (n)      The Issuer is not, nor as a result of the issuance and sale of the Series 2006-1 Notes as contemplated hereunder will it become, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended.

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

     (p)      Since the dates of the Disclosure Package and 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 Issuer has occurred.

     (q)      The Issuer filed (i) the Preliminary Prospectus Supplement, dated March 28, 2006 (the “Initial Preliminary Prospectus Supplement”), on March 30, 2006 with the Commission, which filing date was within the time period required pursuant to Rule 424(b) under the Securities Act, (ii) the Preliminary Prospectus Supplement on April 19, 2006 with the Commission, which filing date was within the time period required pursuant to Rule 424(b) under the Securities Act, and (iii) the Term Sheet on April 19, 2006 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act.

     (r)      The Issuer is not, was not at the Time of Sale and will not be on the Closing Date an “ineligible issuer” (within the meaning of Rule 405 under the Securities Act).

     (s)      Other than the Term Sheet and written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act (the “Road Show Material”), the Issuer has not made any other offer relating to the Series 2006-1 Registered Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). The Issuer has complied with the requirements of Rule 433 under the Securities Act applicable to any “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Securities Act), including timely filing with the Commission, retention where required and legending.

           4.      Agreements of the Issuer. The Issuer agrees with each of the Underwriters as follows:

     (a)      The Issuer will prepare a supplement to the Prospectus setting forth the amount of the Series 2006-1 Registered Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Series 2006-1 Registered Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Series 2006-1 Registered Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriters and the Issuer deem appropriate in connection with the offering of the Series 2006-1 Registered Notes, and the Issuer will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Securities Act, but the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Series 2006-1 Registered Notes or any amendments or supplements to the Prospectus, or any “free writing prospectus” to the extent required by Rule 433(d) under the Securities Act, unless it shall first have delivered copies of such amendments or supplements or “free writing prospectus” to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters or their counsel shall have reasonably objected thereto promptly after receipt thereof; the Issuer will immediately advise the Underwriters or the Underwriters’ 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 Series 2006-1 Registered 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 Issuer 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. The Issuer will comply with the requirements of Rule 433 under the Securities Act applicable to any “issuer free writing prospectus,” including timely filing with the Commission, retention where required and legending.

     (b)      If at any time following the issuance of an “issuer free writing prospectus” or when the Prospectus is required to be delivered under the Securities Act, any event occurred or occurs as a result of which such “issuer free writing prospectus” would conflict with the information in the Registration Statement or Prospectus, or the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances then prevailing, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Issuer promptly will notify each of the Underwriters of such event and will promptly prepare and file with the SEC, at its own expense, an “issuer free writing prospectus” or amendment or supplement to such Prospectus or other document that will correct such statement or omission or an amendment that will effect such compliance. Neither the Underwriters’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

     (c)      The Issuer will immediately inform the Underwriters (i) of the receipt by the Issuer of any communication from the SEC or any state securities authority concerning the offering or sale of the Series 2006-1 Registered Notes; and (ii) of any threatened lawsuit or proceeding or of the commencement of any lawsuit or proceeding to which the Issuer is a party relating to the offering or sale of the Series 2006-1 Registered Notes.

     (d)      The Issuer will furnish to the Underwriters, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Disclosure Package, the Prospectus, and all amendments and supplements to such documents relating to the Series 2006-1 Registered Notes, in each case in such quantities as the Underwriters may reasonably request.

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

     (f)      The Issuer will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Series 2006-1 Registered Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Issuer 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 Series 2006-1 Registered Notes, in any jurisdiction where it is not now so subject.

     (g)      The Issuer consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Series 2006-1 Registered Notes are offered by the Underwriters and by dealers, of the Initial Preliminary Prospectus Supplement, the Disclosure Package and the Prospectus furnished by the Issuer.

     (h)      To the extent, if any, that the rating or ratings provided with respect to the Series 2006-1 Registered Notes by the rating agency or agencies that initially rate the Series 2006-1 Registered Notes is conditional upon the furnishing of documents or the taking of any other actions by the Issuer, the Issuer shall cause to be furnished such documents and such other actions to be taken.

     (i)      So long as any of the Series 2006-1 Registered Notes are outstanding, the Issuer will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Series 2006-1 Registered 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 Issuer as the Underwriters 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 Underwriters terminating this Agreement pursuant to Section 9 or 10 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Issuer to comply with the terms or fulfill any of the conditions of this Agreement, the Issuer agrees to reimburse the Underwriters 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 Issuer for loss of profits or otherwise.

     (k)      The net proceeds from the sale of the Series 2006-1 Notes hereunder will be applied substantially in accordance with the description set forth in the Disclosure Package and the Prospectus.

     (l)      Except as stated in this Agreement, the Disclosure Package and the Prospectus, the Issuer 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 Series 2006-1 Registered Notes to facilitate the sale or resale of the Series 2006-1 Registered Notes.

     (m)      On or before each date that Financed Student Loans are pledged under the Indenture, the Issuer 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 Issuer in, the Financed Student Loans, and the Issuer shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Issuer 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 Issuer and any entity affiliated, directly or indirectly, with the Issuer will, without the prior written notice to the Underwriters, offer to sell or sell notes (other than the Series 2006-1 Notes) collateralized by Financed Student 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 Securities Act, then, immediately following the execution of this Agreement, the Issuer will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Securities 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 Issuer 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 Issuer’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 Securities Act.

     (q)      The Depositor and College Loan acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and College Loan with respect to the offering of the Series 2006-1 Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, College Loan or any other person. Additionally, none of the Underwriters are advising the Depositor, College Loan or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated herein. The Depositor and College Loan shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor or College Loan with respect thereto. Any review by the Underwriters of the Depositor or College Loan, the transaction contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or College Loan.

           5.       Representations and Warranties of the Underwriters. Each of the Underwriters, severally and not jointly, hereby represents and warrants to and agrees with the Issuer, severally and not jointly, that:

     (a)      other than the Initial Preliminary Prospectus Supplement, the Disclosure Package, the Road Show Material and the Prospectus, it has not, without the prior written approval of the Issuer, conveyed or delivered any written material of any kind to any potential investor in the Series 2006-1 Registered Notes that would constitute (i) a prospectus satisfying the requirements of Rule 430B under the Securities Act, (ii) a “free writing prospectus”, or (iii) any “ABS informational and computational material” as defined in Item 1101(a) of Regulation AB under the Securities Act; provided, however that an Underwriter may have conveyed to one or more potential investors written material containing only (i) information permitted in Rule 134 under the Securities Act, (ii) a column or other entry showing the status of the subscriptions for each series of the Series 2006-1 Registered Notes, (iii) expected pricing parameters of the Series 2006-1 Notes, (iv) weighted average lives of any series of the Series 2006-1 Registered Notes, and (v) expected maturities of any series of the Series 2006-1 Registered Notes, in the case of clauses (ii) through (v) such written material shall not contain information that would require the Issuer to file such written material as a “free writing prospectus” pursuant to Rule 433 under the Securities Act unless a copy thereof is timely provided to the Issuer for filing;

     (b)      it has only communicated or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 if the Financial Services Markets Act 2000 (the “FSMA”)), received by it in connection with the issue or sale of the Series 2006-1 Registered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

     (c)      it has complied, and will comply, in all material respects, with all applicable provisions of the FSMA with respect to anything done by it in relation to the Series 2006-1 Registered Notes in, from or otherwise involving the United Kingdom.

           6.       Indemnification and Contribution.

     (a)      College Loan agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities 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 Initial Preliminary Prospectus Supplement, the Disclosure Package, the Prospectus, the Road Show Material, the Static Pool Data, or in any amendment or supplement to any of the foregoing, or in the case of the Registration Statement or in any amendment or supplement thereto, 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 in the case of the Initial Preliminary Prospectus Supplement, the Disclosure Package, the Prospectus, the Road Show Material, the Static Pool Data, or in any amendment or supplement to any of the foregoing, 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, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such 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 (i) any untrue statement or omission or alleged untrue statement or omission of a material fact which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Issuer or College Loan by such Underwriter expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 hereof, or (ii) a material error or omission from the mathematical calculations performed by the Underwriters (but not the data or the assumptions used to make such calculations, which the parties agree constitutes College Loan information) and used to derive the percentages, dates or terms presented in the tables entitled “Weighted Average Lives and Expected Maturity Dates of the Series 2006-1 LIBOR Rate Offered Notes at Various Percentages of the PPC” and the six tables entitled “Percentages of Original Principal of the Notes Remaining at Certain Quarterly Distribution Dates at Various Percentages of the PPC” with respect to the Series 2006-1A-1 Senior Notes, the Series 2006-1A-2 Senior Notes, the Series 2006-1A-3 Senior Notes, the Series 2006-1A-4 Senior Notes, the Series 2006-1A-5 Senior Notes and the Series 2006-1A-6 Senior Notes and contained under the heading “Prepayment, Yield and Maturity Considerations” in the Term Sheet, the Preliminary Prospectus Supplement and the Prospectus Supplement (all of the foregoing tables and percentages, dates and terms contained therein collectively, the “Collateral Based Calculation Tables”). The foregoing indemnity provisions shall be in addition to any liability which College Loan or the Issuer may otherwise have.

     (b)      If any action, suit or proceeding shall be brought against an 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 under this Section, except to the extent that the indemnifying party is materially prejudiced by such omission, provided further, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified otherwise than under this Section. 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 applicable 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 such 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 each Underwriter and controlling persons not having actual or potential differing interests with such Underwriter or among themselves, which firm shall be designated in writing by such Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) of this Section. 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)      Each Underwriter, severally and not jointly, 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 Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity from College Loan to the Underwriters set forth in paragraph (a) of this Section, but only with respect to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus, the Initial Preliminary Prospectus Supplement, the Disclosure Package, or any amendment or supplement to any of the foregoing, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 hereof (except to the extent such untrue statement or omission or alleged untrue statement or omission in such Initial Preliminary Prospectus Supplement, the Disclosure Package or the Prospectus is based upon or results from errors, mistakes or omissions in information provided by College Loan to the Underwriters) and specifically excludes the Collateral Based Calculation Tables. 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, the Disclosure Package or any amendment or supplement thereto, or any related preliminary prospectus and in respect of which indemnity may be sought against an Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to College Loan by paragraph (b) of this Section (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 such Underwriter’s expense), and College Loan, its directors and officers, and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) of this Section. The foregoing indemnity provisions shall be in addition to any liability which the Underwriters may otherwise have.

     (d)      If the indemnification provided for in this Section is unavailable to an indemnified party under paragraph (a) or (c) of this Section 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 applicable Underwriter on the other hand from the offering of the Series 2006-1 Registered 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 applicable 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 Series 2006-1 Registered Notes (before deducting expenses) received by the Issuer bear to the total underwriting discounts and commissions received by such Underwriter. The relative fault of College Loan on the one hand and the Underwriters 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 Issuer on the one hand or by an 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 Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 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) of this Section. 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) of this Section 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, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Series 2006-1 Registered Notes underwritten by such Underwriter exceed the sum of the amount of any damages which such 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ 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 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 and the representations and warranties of College Loan and the Underwriters 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 Underwriters, College Loan or any person controlling any of them or their respective directors or officers; (ii) acceptance of any Series 2006-1 Registered Notes and payment therefor hereunder; and (iii) any termination of this Agreement. A successor to the Underwriters, 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.

           7.      Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Series 2006-1 Registered 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 Issuer under the Securities Act prior to the sale of the Series 2006-1 Registered 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 Issuer or the Underwriters, 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 Issuer, a Servicer, a Guarantee Agency (A) not contemplated by the Registration Statement or (B) relating to the matters described in the Preliminary Prospectus Supplement and/or the Prospectus Supplement under the heading “Information Relating to the Guarantee Agencies” or to College Loan, which in the opinion of the Underwriters, would materially adversely affect the market for the Series 2006-1 Registered Notes; (ii) any downgrading in the rating of any debt securities of the Issuer, the Servicers, a Guarantee Agency described in the Prospectus Supplement under the heading “Information Relating to the Guarantee 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 Issuer, the Servicers, a Guarantee Agency described in the Preliminary Prospectus Supplement and/or the Prospectus Supplement under the heading “Information Relating to the Guarantee 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, the Disclosure Package or the Prospectus untrue or which, in the opinion of the Issuer and its counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement, the Disclosure Package or the 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, the Disclosure Package or the Prospectus to reflect such event or development would, in the opinion of the Underwriters, materially adversely affect the market for the Series 2006-1 Registered Notes.

     (c)      You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel to the Issuer, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the status of the Issuer, to each Basic Document to which the Issuer is a party and to the validity of the Series 2006-1 Notes and such related matters as you shall reasonably request. In addition, you shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Issuer, in form and substance satisfactory to you and your counsel, concerning “true sale,” “non-consolidation” and creation of security interest and certain other issues with respect to the transfer of the Financed Student Loans from the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the transfer of the Financed Student Loans from the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, the transfer of the Financed Student Loans from College Loan and the College Loan Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, and the pledge of the Financed Eligible Loans from the Issuer and the Eligible Lender Trustee to the Trustee and an opinion addressed to you of Richards, Layton & Finger, P.A. with respect to said security interest being a first priority perfected security interest.

     (d)      You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Issuer, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that (i) the statements in the Disclosure Package and 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 and (ii) no facts have come to its attention that lead it to believe that the Registration Statement as of its effective date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Disclosure Package and the Prospectus as of their respective dates and on the Closing Date contained or contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than (A) the financial, statistical or computational material included in or incorporated by reference into the Registration Statement, the Disclosure Package, the Prospectus or any amendment or supplement thereto and (B) the information in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Information Relating to the Guarantee Agencies” and “Servicing of the Student Loans,” as to which no view need be expressed).

     (e)      You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Issuer, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the character of the Series 2006-1 Notes for federal tax purposes.

     (f)      You shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as Underwriters’ Counsel, dated the Closing Date, in form and substance satisfactory to you.

     (g)      You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Issuer, dated the Closing Date in form and substance satisfactory to you and your counsel with respect to the Prospectus, the Registration Statement and the Disclosure Package 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 The Simmons Firm, ALC, as counsel to College Loan with respect to College Loan, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:

     (i)      College Loan is a corporation in good standing under the laws of the State of California; 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 authorized, executed and delivered by appropriate officers acting for and on behalf of College Loan. Assuming authorization, execution and delivery by appropriate officers acting for and on behalf of the other parties thereto, each such agreement is legal, valid and binding upon 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 articles of incorporation, as amended, or bylaws, as amended, 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 California or federal statute, order or regulation applicable to College Loan of any California or federal 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 California or federal 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 and the Disclosure Package with respect to College Loan and its operations and business and with respect to the student loan business of College Loan 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 Auction Agent Agreement and the Market Agent Agreement (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 a certificate addressed to you dated the Closing Date of officers of the Issuer in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Issuer contained in the Basic Documents to which the Issuer is a party are true and correct, that the Issuer 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 the Disclosure Package and that the information therein is true and correct in all material respects and does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus and the Disclosure Package, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Issuer 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, 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) they have reviewed the Prospectus and the Disclosure Package 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 and the Disclosure Package, 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 with respect to the Issuer and the Secretary of State of New York with respect to the Eligible Lender Trustee reflecting the grant of the security interest by the Issuer 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 in form and substance satisfactory to you and your counsel and to which shall be attached each Guarantee Agreement.

     (n)      The Underwriters shall have received on the Closing Date from PriceWaterhouseCoopers a letter dated on or before the Closing Date, and in form and substance satisfactory to the Underwriters, 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 Issuer 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 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.

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

     (r)      Each series of Series 2006-1 Registered Notes representing Senior Notes shall be rated “AAA,” “AAA” and “Aaa,” and the Series 2006-1B Subordinate Notes shall be rated “A”, “A” and “A2, respectively, by Fitch Inc. (“Fitch”), Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”), and that none of Fitch, S&P or Moody’s have placed the Series 2006-1 Registered Notes under surveillance or review with possible negative implications.

     (s)      The issuance of the Series 2006-1 Notes shall not have resulted in a reduction, suspension or withdrawal by Fitch, S&P or Moody’s of the current rating of any outstanding Notes issued by the Issuer pursuant to the Indenture.

     (t)      The Series 2006-1 Non-Registered Notes have been purchased by the Underwriters pursuant to the Purchase Agreement, dated as of April 19, 2006, among the Issuer, College Loan and the Underwriters, as initial purchasers.

     (u)      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 Disclosure Package and the recordation thereof on the Servicers’ computer systems.

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

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

     (x)      You shall have received certificates addressed to you dated the Closing Date of officials of each of ACS, GLELSI and PHEAA 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 Closing Date; (ii) that they have reviewed the Prospectus or the Disclosure Package, as applicable 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 or the Disclosure Package, as applicable, 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 Richards, Layton & Finger, P.A.), certificates and documents as are required under the Indenture as a condition to the issuance of the Series 2006-1 Registered Notes.

          The Issuer 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.

      8.      Expenses. The Issuer 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, the Disclosure Package 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, the Disclosure Package 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 Series 2006-1 Registered Notes; (c) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Series 2006-1 Registered 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 Series 2006-1 Registered Notes; (e) qualification of the Indenture under the Trust Indenture Act; (f) the qualification of the Series 2006-1 Registered Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 4(f) 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 Issuer’s counsel, (ii) the Trustee and its counsel, (iii) the Delaware Trustee and its counsel, (iv) The Depository Trust Company in connection with the book-entry registration of the Series 2006-1 Registered Notes, (v) the SEC, and (vi) PriceWaterhouseCoopers, accountants for the Issuer and issuer of the agreed upon procedures letter; and (h) the fees charged by S&P, Fitch and Moody’s for rating the Series 2006-1 Registered Notes.

           9.      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 Issuer, by notifying each of the Underwriters, or by the Underwriters, by notifying the Issuer.

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

          10.       Termination of Agreement. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriters to the Issuer, by notice to the Issuer, 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 Underwriters, impracticable or inadvisable to commence or continue the offering of the Series 2006-1 Registered Notes on the terms set forth in the Prospectus, or to enforce contracts for the resale of the Series 2006-1 Registered Notes by the Underwriters. Notice of such termination may be given to the Issuer by facsimile or telephone and shall be subsequently confirmed by letter.

          11.       Information Furnished by the Underwriters. The statements set forth in the second, sixth, eighth and tenth paragraphs and the tables under the heading “Plan of Distribution” in the Initial Preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Prospectus Supplement constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in Sections 3(b) and 6 hereof.

          12.       Default by One of the Underwriters. If any of the Underwriters shall fail on the Closing Date to purchase the Series 2006-1 Registered Notes which it is obligated to purchase hereunder (the “Defaulted Notes”), the remaining Underwriters (the “Non-Defaulting Underwriters”) 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 Underwriters 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 Underwriters.

          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 Underwriters or the Issuer 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.

          13.       Survival of Representations and Warranties. The respective indemnities, agreements, representations, warranties and other statements of the Issuer or its officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in notes of officers of the Issuer 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 Underwriters, the Issuer or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Series 2006-1 Registered Notes.

          14.       Miscellaneous. Except as otherwise provided in Sections 6, 9 and 10 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Issuer or College Loan, at 16855 West Bernardo Drive, Suite 100, San Diego, California 92127, Attention: Cary Katz with a copy to Richard L. Fried, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038; and (b) if to the Underwriters, to the address of the respective Underwriter set forth above with a copy to Robert D. Irvin, Kutak Rock LLP, 1801 California Street, Suite 3100, Denver, Colorado 80202.

          This Agreement has been and is made solely for the benefit of the Underwriters, the Issuer, their respective directors, officers, managers, trustees and controlling persons referred to in Section 6 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 an Underwriter of any of the Series 2006-1 Registered 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 New York applicable to contracts made and to be performed within the State of New York without giving effect to the choice of laws or conflict of laws principles thereof, except New York General Obligations Law Sections 5-1401 and 5-1402.

          The Issuer hereby submits to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York 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.

          Please confirm that the foregoing correctly sets forth the agreement between the Issuer and the Underwriters.

Very truly yours,

COLLEGE LOAN CORPORATION TRUST I

By: COLLEGE LOAN CORPORATION, as
    Issuer Administrator


By /s/ John Falb
Title Vice President of Capital Markets


COLLEGE LOAN CORPORATION


By /s/ John Falb
Title Vice President of Capital Markets

Confirmed as of the date first
above mentioned.

UBS SECURITIES LLC


/s/ Paul Wozniak
Title Managing Director

CITIGROUP GLOBAL MARKETS INC.


By /s/ Hing C. Loi                      
Title Director

GOLDMAN, SACHS & CO.


/s/ Goldman, Sachs & Co.     
    (Goldman, Sachs & Co.) UBS SECURITIES LLC


By /s/ Steven Fernald
Title Director

J.P. MORGAN SECURITIES INC.


By Richard J. Perez
Title Vice President

SCHEDULE A

Series 2006-1 Notes	UBS Securities LLC	Citigroup Global Markets Inc.	Goldman, Sachs & Co.	J.P. Morgan Securities	Total
Class A-1	$29,412,000	$29,412,000	$29,412,000	$11,764,000	$100,000,000
Class A-2	-0-	88,236,000	88,236,000	23,528,000	200,000,000
Class A-3	151,471,800	63,235,800	8,235,800	37,056,600	260,000,000
Class A-4	57,353,400	57,353,400	57,353,400	22,939,800	195,000,000
Class A-5	88,236,000	88,236,000	88,236,000	35,292,000	300,000,000
Class A-6	82,353,600	82,353,600	82,353,600	32,939,200	280,000,000
Class A-IO	17,301,396	17,301,396	17,301,396	6,920,088	58,824,276	(1)
Class B	-0-	-0-	55,000,000	-0-	55,000,000
Total	$426,128,196	$426,128,196	$426,128,196	$170,439,688	$1,448,824,276

⁽¹⁾           The Notional Amount of the Class A-IO Notes is $280,000,000.

SCHEDULE B

Terms of the Series 2006-1 Notes

Series 2006-1
        Notes

Series A-1
Series A-2
Series A-3
Series A-4
Series A-5
Series A-6
Series A-IO
Series B

      Total Interest Rate

3-month LIBOR minus 0.01%
3-month LIBOR plus 0.02%
3-month LIBOR plus 0.09%
3-month LIBOR plus 0.11%
3-month LIBOR plus 0.14%
3-month LIBOR plus 0.18%
10.0%
Auction Rate Final Maturity
Date

January 25,2020
April 25, 2022
October 25, 2025
January 25, 2027
July 25, 2028
January 25, 2034
July 25, 2008
April 25, 2046 Price to
Public

100%
100%
100%
100%
100%
100%
21.009%
100% Underwriting
Discount

0.170%
0.210%
0.220%
0.235%
0.270%
0.300%
0.105%
0.220% Proceeds to
   the Issuer

  $ 99,830,000
    199,580,000
    259,428,000
    194,541,750
    299,190,000
    279,160,000
      58,530,155
      54,879,000
 ------------------
$1,445,138,905
===========

EX-4

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. Name 3

Section 2.02. Office 3

Section 2.03. Purposes and Powers 3

Section 2.04. Appointment of Delaware Trustee 4

Section 2.05. Initial Capital Contribution of Trust Estate 4

Section 2.06. Declaration of Trust 4

Section 2.07. Liability of the Certificateholders 5

Section 2.08. Title to Trust Property 5

Section 2.09. Representations and Warranties of the Sponsor 5

Section 2.10. Federal Income Tax Allocations 6

Section 2.11. The Indenture 6

Section 2.12. Covenants Regarding Operations 6

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01. Initial Beneficial Ownership 8

Section 3.02. The Trust Certificates 8

Section 3.03. Authentication of Trust Certificate 8

Section 3.04. Registration of Transfer and Exchange of Trust Certificates 9

Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates 10

Section 3.06. Persons Deemed Owners 10

Section 3.07. Access to List of Certificateholders' Names and Addresses 10

Section 3.08. Maintenance of Office or Agency 11

Section 3.09. Appointment of Certificate Paying Agent 11

Section 3.10. Restrictions on Transfer 11

ARTICLE IV

ACTIONS BY DELAWARE TRUSTEE

Section 4.01. Prior Notice to Certificateholders with Respect to Certain Matters 13

Section 4.02. Action by the Certificateholders with Respect to Certain Matters 15

Section 4.03. Action by the Certificateholders with Respect to Bankruptcy 15

Section 4.04. Restrictions on Certificateholders' Power 15

Section 4.05. Majority Control 15

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Application of Trust Funds 15

Section 5.02. Method of Payment 16

Section 5.03. No Segregation of Moneys; No Interest 16

Section 5.04. Accounting and Reports to the Holders, Certificateholder, the Internal Revenue Service and Others 16

Section 5.05. Signature on Returns; Tax Matters Partner 17

ARTICLE VI

AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

Section 6.01. General Authority 17

Section 6.02. General Duties 18

Section 6.03. Action Upon Instruction 18

Section 6.04. No Duties Except as Specified in this Trust Agreement, any other Basic Document or in Instructions 19

Section 6.05. No Action Except Under Specified Documents or Instructions 20

Section 6.06. Restrictions 20

ARTICLE VII

CONCERNING THE DELAWARE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties 21

Section 7.02. Furnishing of Documents 22

Section 7.03. Representations and Warranties 22

Section 7.04. Reliance; Advice of Counsel 22

Section 7.05. Not Acting in Individual Capacity 23

Section 7.06. Delaware Trustee not Liable for Trust Certificates or Financed Student Loans 23

Section 7.07. Delaware Trustee May Own Trust Certificates and Notes 24

ARTICLE VIII

COMPENSATION OF DELAWARE TRUSTEE

Section 8.01. Delaware Trustee's Fees and Expenses 24

Section 8.02. Certificateholders To Assume Liability 24

Section 8.03. Payments to the Delaware Trustee 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. Eligibility Requirements for Delaware Trustee 26

Section 10.02. Resignation or Removal of Delaware Trustee 27

Section 10.03. Successor Delaware Trustee 27

Section 10.04. Merger or Consolidation of Delaware Trustee 28

Section 10.05. Appointment of Co-Delaware Trustee or Separate Delaware Trustee 28

ARTICLE XI

MISCELLANEOUS

Section 11.01. Supplements and Amendments 29

Section 11.02. No Legal Title to Trust Estate in Certificateholders 30

Section 11.03. Limitations on Rights of Others 30

Section 11.04. Notices 31

Section 11.05. Severability 31

Section 11.06. Separate Counterparts 31

Section 11.07. Successors And Assigns 31

Section 11.08. No Petition 31

Section 11.09. No Recourse 32

Section 11.10. Headings 32

Section 11.11. Governing Law 32

EXHIBIT A FORM OF TRUST CERTIFICATE

EXHIBIT B 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 /s/ David A. Vanaskey, Jr.                                            
Name David A. Vanaskey, Jr.                                            
Title Vice President                                            

COLLEGE LOAN LLC, as Sponsor,


By /s/ Cary Katz                                            
Name Cary Katz                                            
Title VP of College Loan Corporation, Manager                   

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: March 5, 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                                                                      
Name                                                                 
Title                                                                   

           Date: March 5, 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. § 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-4

SECOND 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 April 1, 2006

COLLEGE LOAN CORPORATION TRUST I

          Reconciliation and tie between Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or “TIA”) and this Second Amended and Restated Indenture of Trust, dated as of April 1, 2006.

          Trust Indenture Act Section Indenture Section

Section 310(a)(1)
Section 310(a)(3)
Section 310(b)
Section 313(c)
Section 314(c)
Section 314(d)(1)
Section 3.18 7.13
7.12
7.13
5.18, 8.04
4.15
4.15
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 24

Section 1.03. Computations 25

Section 1.04. Compliance Certificates and Opinions, Etc 25

Section 1.05. Evidence of Action by the Issuer 26

Section 1.06. Exclusion of Notes Held by or For the Issuer or Affiliates 26

Section 1.07. Exhibits 26

ARTICLE II

THE NOTES AND OTHER OBLIGATIONS

Section 2.01. General Title 27

Section 2.02. General Limitations; Issuable in Series; Purposes and Conditions for
Issuance; Payment of Principal and Interest 27

Section 2.03. Terms of Particular Series 29

Section 2.04. Form and Denominations 29

Section 2.05. Execution, Authentication and Delivery 29

Section 2.06. Temporary Notes 30

Section 2.07. Registration, Transfer and Exchange 30

Section 2.08. Mutilated, Destroyed, Lost and Stolen Notes 34

Section 2.09. Interest Rights Preserved; Dating of Notes 35

Section 2.10. Persons Deemed Holders 35

Section 2.11. Cancellation 35

Section 2.12. Credit Enhancement Facilities and Swap Agreements 35

ARTICLE III

PREPAYMENT OF NOTES

Section 3.01. Right of Prepayment 36

Section 3.02. Election To Prepay or Purchase; Notice to Trustee; Senior Asset
Requirement and Subordinate Asset Requirement 36

Section 3.03. Selection by Trustee of Notes To Be Prepaid 37

Section 3.04. Notice of Prepayment 38

Section 3.05. Notes Payable on Prepayment Date and Sinking Fund Payment Date 38

Section 3.06. Notes Prepaid in Part 39

Section 3.07. Purchase of Notes 39

ARTICLE IV

CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM

Section 4.01. Creation of Funds and Accounts 39

Section 4.02. Acquisition Fund 41

Section 4.03. Administration Fund 44

Section 4.04. Reserve Fund 45

Section 4.05. Collection Fund 46

Section 4.06. Debt Service Fund 49

Section 4.07. Surplus Fund 53

Section 4.08. Termination 54

Section 4.09. Pledge 56

Section 4.10. Investments 57

Section 4.11. Transfer of Investment Securities 60

Section 4.12. Transfer of Money Following Revolving Period 60

Section 4.13. Release 60

ARTICLE V

COVENANTS TO SECURE NOTES, REPRESENTATIONS AND WARRANTIES

Section 5.01. Eligible Lender Trustee to Hold Financed Student Loans 61

Section 5.02. Enforcement and Amendment of Guarantee Agreements 61

Section 5.03. Acquisition, Collection and Assignment of Student Loans 62

Section 5.04. Enforcement of Financed Student Loans 62

Section 5.05. Administration and Collection of Financed Student Loans 62

Section 5.06. Punctual Payments 63

Section 5.07. Further Assurances 63

Section 5.08. Protection of Security; Power to Issue Notes and Pledge Revenues and Other Funds 63

Section 5.09. No Encumbrances 64

Section 5.10. Continuing Existence; Merger and Consolidation 64

Section 5.11. Amendment of Remarketing Agreements and Tender Agent Agreements 65

Section 5.12. Tax Treatment 65

Section 5.13. Representations and Warranties of the Issuer 65

Section 5.14. Use of Trustee Eligible Lender Number 65

Section 5.15. Additional Covenants 67

Section 5.16. Covenant Regarding Financed Student Loans 68

Section 5.17. Confirmation as to Trust Fund 69

Section 5.18. Reports by Issuer 69

Section 5.19. Statement as to Compliance 70

Section 5.20. Opinions as to Trust Estate 70

Section 5.21. Representations of the Issuer Regarding the Trustee's Security Interest 71

Section 5.22. Covenants of the Issuer Regarding the Trustee's Security Interest 72

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01. Events of Default 72

Section 6.02. Acceleration 74

Section 6.03. Other Remedies; Rights of Beneficiaries 76

Section 6.04. Direction of Proceedings by Acting Beneficiaries Upon Default 77

Section 6.05. Waiver of Stay or Extension Laws 77

Section 6.06. Application of Moneys 77

Section 6.07. Remedies Vested in Trustee 83

Section 6.08. Limitation on Suits by Beneficiaries 83

Section 6.09. Unconditional Right of Noteholders To Enforce Payment 84

Section 6.10. Trustee May File Proofs of Claims 84

Section 6.11. Undertaking for Costs 85

Section 6.12. Termination of Proceedings 85

Section 6.13. Waiver of Defaults and Events of Default 85

Section 6.14. Inspection of Books and Records 86

ARTICLE VII

FIDUCIARIES

Section 7.01. Acceptance of the Trustee 86

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 89

Section 7.03. Notice to Beneficiaries if Default Occurs 89

Section 7.04. Intervention by Trustee 90

Section 7.05. Successor Trustee, Paying Agents, Authenticating Agents, and Tender Agents 90

Section 7.06. Resignation by Trustee, Paying Agents, Authenticating Agents, and Tender Agents 90

Section 7.07. Removal of Trustee 90

Section 7.08. Appointment of Successor Trustee 91

Section 7.09. Concerning any Successor Trustee 91

Section 7.10. Trustee Protected in Relying Upon Resolutions, Etc 92

Section 7.11. Successor Trustee as Custodian of Funds 92

Section 7.12. Co-Trustee 92

Section 7.13. Corporate Trustee Required; Eligibility; Conflicting Interests 93

Section 7.14. Statement by Trustee of Funds and Accounts and Other Matters 94

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 94

Section 7.16. Authenticating Agent and Paying Agents; Paying Agents To Hold Moneys in Trust 95

Section 7.17. Removal of Authenticating Agent and Paying Agents; Successors 95

Section 7.18. Appointment and Qualifications of Tender Agents 96

Section 7.19. Remarketing Agents 97

Section 7.20. Qualifications of Remarketing Agents 98

Section 7.21. Indemnification of the Trustee 98

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.01. Supplemental Indentures Not Requiring Consent of Beneficiaries 99

Section 8.02. Supplemental Indentures Requiring Consent of Beneficiaries 100

Section 8.03. Rights of Trustee 101

Section 8.04. Notice of Defaults 101

Section 8.05. Conformity With the Trust Indenture Act 102

Section 8.06. Consent of Tender Agents 102

Section 8.07. Consent of Remarketing Agents 102

Section 8.08. Consent of Auction Agents 102

Section 8.09. Consent of Broker-Dealers 102

Section 8.10. Consent of Market Agents 102

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 103

Section 9.02. Notes Not Presented for Payment When Due; Moneys Held for the Notes after Due Date of Notes 105

ARTICLE X

MISCELLANEOUS

Section 10.01. Consent, Etc., of Noteholders 105

Section 10.02. Limitation of Rights 106

Section 10.03. Severability 106

Section 10.04. Notices 106

Section 10.05. Counterparts 108

Section 10.06. Indenture Constitutes a Security Agreement 108

Section 10.07. Payments Due on Non-Business Days 108

Section 10.08. Notices to Rating Agencies 108

Section 10.09. Governing Law 108

Section 10.10. Rights of Other Beneficiaries 109

Section 10.11. Subcontracting by Issuer 109

Section 10.12. Role of Eligible Lender Trustee 109

Section 10.13. Limitation of Liability 109

ARTICLE XI

REPORTING REQUIREMENTS

Section 11.01. Annual Statement as to Compliance 110

Section 11.02. Annual Independent Public Accountants' Servicing Report 110

Section 11.03. Issuer Administrator's Certificate 110

Section 11.04. Monthly Statements 110

Section 11.05. Sarbanes-Oxley Act 110

EXHIBIT A — ELIGIBLE LOAN ACQUISITION CERTIFICATE
EXHIBIT B — ACQUISITION ACCOUNT DEPOSIT CERTIFICATE
EXHIBIT C — ORIGINATION LOAN CERTIFICATE
EXHIBIT D — PERIODIC STATEMENTS

          THIS SECOND AMENDED AND RESTATED INDENTURE OF TRUST, dated as of April 1, 2006, 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, pursuant to Section 8.01 of the Initial Indenture the parties thereto entered into an Amended and Restated Indenture of Trust, dated as of October 1, 2003 (the “Amended and Restated Indenture”); and

          WHEREAS, Section 8.01 of the Amended and Restated Indenture permits the Amended and Restated Indenture to be amended from time to time by the parties thereto in accordance with the terms of Section 8.01 thereof; and

          WHEREAS, the parties hereto wish to amend and restate the Amended and Restated Indenture in its entirety to read as set forth herein, and all conditions required by Section 8.01 of the Amended and Restated 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 Amended and Restated 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) and Series IO Carry-Over Interest 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 Trust Funds, 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) or Series IO Carry-Over Interest 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 PriceWaterhouseCoopers LLP, 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.

          “Accumulation Account” shall mean an Account established within the Accumulation Fund and further described in Section 4.08 hereof, including any subaccounts created therein.

          “Accumulation Fund” shall mean the Fund by that name created in Section 16(a) hereof and further described in Section 4.08 hereof, including any Accounts and subaccounts created therein.

          “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 NotesOutstanding (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, 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.

          “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.

          “Collection Period” means, for any Monthly Calculation Date, the calendar month immediately preceding the month in which such Monthly Calculation Date occurs, or any other period specified in a Supplemental Indenture.

          “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.

          “Currency Account” shall mean an Account established within the Currency Fund for the Reset Rate Notes and further described in Section 4.09 hereof, including any subaccounts created therein.

          “Currency Fund” shall mean the Fund by that name created in Section 4.01 hereof and further described in Section 4.09 hereof, including any Accounts and subaccounts created therein.

          “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.

          “Depositor”means College Loan LLC, a Delaware limited liability company.

          “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.

          “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.

          “Fitch” means Fitch, Inc., its successors and assigns, and, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, at the written direction of the Issuer.

          “Foreign Exchange Mode” means that a series of notes is then denominated in a currency other than U.S. Dollars.

          “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 and 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 Second Amended and Restated 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 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 90 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, “P 1” or “A2” or better by Moody’s and “F-1+” by Fitch;

           (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, “P-1” or “A-2'” or better by Moody’s and “BBB” or better by Fitch;

           (d)      commercial paper (having original maturities of not more than 90 days) rated “A 1+” or better by S&P, “P 1” by Moody’s and “F-1+” by Fitch;

           (e)      debt obligations rated “AAA” by S&P, “Aaa” by Moody’s and “AAA” by Fitch (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 “AAA” by S&P, “Aaa” by Moody’s and “AA” by Fitch;

           (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, “Aaa” by Moody’s and “AAA” by Fitch;

           (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, “Aa2” or better by Moody’s and “A” or better by Fitch or (y) have a long term rating of “A” or better by S&P, “A” or better by Fitch 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 better by S&P, “Aa2” or better by Moody’s and “A” or better by Fitch or (y) have a long term rating of “A” or better by S&P, “A” or better by Fitch 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, Verification Agent 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 Verification Agent Agreement, 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.

          “Remarketing Fee Account” shall mean an Account established within the Administration Fund and further described in Section 4.03 hereof, including any subaccounts created therein.

          “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.

          “Reset Rate Notes” means notes on which the interest rate or the mechanism for establishing such interest rate is periodically adjusted as specified in the Supplemental Indenture providing for the issuance thereof.

          “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.

          “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” means “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR 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 (1)(A) 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) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) AND (7) UNDER THE SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE NOTE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE NOTE REGISTRAR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) 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.

          “Series IO Carry-Over Interest” means interest on a Series IO Note which is paid pursuant to Section 4.05(x) hereof and which is calculated pursuant to the Supplemental Indenture providing for the issuance of such Series IO Notes.

          “Series IO Notes” means a Note on which interest accrues on a nominal amount, but no principal is paid.

          “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 Corporation.

          “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 seniority 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.

          “Supplemental Interest Account” shall mean an Account established within the Debt Service Fund and further described in Section 4.06(d) hereof, including any Account and subaccounts created therein.

          “Supplemental Interest Deposit Amount” shall mean, with respect to any Quarterly Distribution Date when a series of the Reset Rate Notes is then structured not to receive a payment of principal until the end of the related Reset Period, the product of: (a) the difference between (i) the weighted average interest rate that will be payable by the Issuer to the Holders of the applicable series of Reset Rate Notes or any related Swap Counterparties on the next Quarterly Distribution Date, and (ii) an assumed rate of investment earnings that satisfies the Rating Agency Condition, (b) the amount on deposit in the applicable Accumulation Account immediately after that Quarterly Distribution Date, and (c) the actual number of days from that Quarterly Distribution Date to the next Reset Date for the applicable series of Reset Rate Notes, divided by 360.

          “Surplus Fund” means the Surplus Fund created and established by Section 4.01 hereof.

          “Swap Agreement” means an interest rate, currency 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 Depositor, 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)      with respect to any Swap Agreement, 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.

          “Verification Agent” means Deutsche Bank Trust Company Americas in its capacity as verification agent under the Verification Agent Agreement, or any other Person providing similar services and satisfying the Rating Agency Condition.

          “Verification Agent Agreement” means the Verification Agent Agreement, dated as of October 1, 2003, between the Issuer and the Verification Agent, as such agreement may be amended or supplemented from time to time.

           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 Depositor 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) or Series IO Carry-Over Interest 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. Except as may otherwise be provided in a Supplemental Indenture, 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. Except as may otherwise be provided in a Supplemental Indenture, 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) or Series IO Carry-Over Interest, 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, the Depositor 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 or a Note which has not been registered under the Securities Act, 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 or Regulation S 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 the Securities Act and laws or is being made pursuant to the Securities 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, the Depositor or the Sponsor intends or is obligated to register or qualify any Note under the Securities Act or any state securities laws. A Supplemental Indenture may provide further restrictions upon the registration, transfer or exchange of a series of Notes.

          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, a plan which is subject to ERISA and/or Section 4975 of the Code, or any entity whose underlying assets are deemed to be plan assets of such a plan; or (b)(i) the acquisition and holding of the Notes will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law that is not covered under an individual or class prohibited transaction exemption including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23, and (ii) the Notes are rated investment grade or better at the time of acquisition by such person and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the “plan assets” regulation set forth at 29 C.F.R. § 2510.3-101 and agrees to so treat 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) or Series IO Carry-Over Interest 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, within which there shall be a Remarketing Fee Account;

          (c)      a Reserve Fund;

          (d)      a Collection Fund;

          (e)      a Debt Service Fund, within which there shall be an Interest Account, a Principal Account, a Retirement Account and any required Supplemental Interest Account;

          (f)      a Surplus Fund;

          (g)      an Accumulation Fund, within which there shall be any required Accumulation Account; and

          (h)      a Currency Fund, within which there shall be any required Currency Account.

          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 4.12 hereof.

          On each Monthly Calculation Date, the Issuer Administrator shall instruct the Trustee to withdraw funds from, in addition to the Collection Fund, the Reserve Fund and the Surplus Fund as specified in Section 4.05 hereof, amounts on deposit in (i) the Remarketing Fee Account as specified in Section 4.03(b) hereof, (ii) the Supplemental Interest Account as specified in Section 4.06(d) and (iii) the Accumulation Fund as specified in Section 4.08 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. Anything in the Indenture to the contrary notwithstanding, the Issuer shall not originate Student Loans with moneys on deposit under the Indenture. 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) or Series IO Carry-Over Interest 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 Higher Education 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 4.12 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. (a) 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 4.12 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) Remarketing Fee Account. On each Quarterly Distribution Date, an amount up to the Quarterly Funding Amount shall be deposited to the Remarketing Fee Account pursuant to Section 4.05(c) of hereof. Amounts on deposit in the Remarketing Fee Account shall be used to pay the Remarketing Agent Fees due on the Reset Rate Notes on the related Reset Date. If the amount on deposit in the Remarketing Fee Account on any Quarterly Distribution Date, after the payment of any Remarketing Fees due on such Quarterly Distribution Date, exceeds the sum of the Reset Period Target Amounts, the Issuer shall direct the Trustee to transfer such excess to the Collection Fund on such Quarterly Distribution Date. In the event that the fees owed to any Remarketing Agent on a Reset Date exceeds the amount then on deposit for such purposes in the Remarketing Fee Account, such shortfall shall be paid on future Quarterly Distribution Dates. The Issuer shall also be responsible for certain costs and expenses to the extent set forth in the related Remarketing Agreement, which shall be paid on each Quarterly Distribution Date from the Collection Fund pursuant to Section 4.05(c) hereof to the extent funds are available therefor. If on any Quarterly Distribution Date amounts in the Collection Fund and Surplus Fund are insufficient to pay amounts due under Section 4.05(d) or (e) hereof, to the extent sums are on deposit in the Remarketing Fee Account, such sums shall be withdrawn from the Remarketing Fee Account in an amount equal to the deficiency and used to pay such deficiency.

           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 4.12 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 hereof; (c) amounts transferred thereto from the Acquisition Fund as provided in Section 4.02 hereof, from the Administration Fund as provided in Section 4.03 hereof, and from the Reserve Fund as provided in Section 4.04 hereof, from any Supplemental Interest Account as provided in Section 4.06(d) hereof and from the Accumulation Fund as provided in Section 4.08 hereof; (d) all amounts received as earnings on or income from Investment Securities in the Trust Funds; 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, or on any date directed by the Issuer Administrator, 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, including the Remarketing Fee Account, 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 Senior 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 Subordinate 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 Junior Subordinate 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)      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 relating to Consolidation Loans owned by the Issuer;

          (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)      at the option of the Issuer, to the credit of the Acquisition Fund, an amount equal to any disbursements required to be funded under the Higher Education Act relating to FFELP Loans owned by the Issuer;

          (o)      sequentially, first to the Supplemental Interest Account of the Debt Service Fund, the Supplemental Interest Deposit Amount, if any, and second 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;

          (p)      (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;

          (q)      (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;

          (r)      to the credit of the Interest Account for the payment of termination, indemnity or other similar or extraordinary payments due under Senior Swap Agreements;

          (s)      to the credit of the Interest Account for the payment of termination, indemnity or other similar or extraordinary payments due under Subordinate Swap Agreements;

          (t)      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;

          (u)      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) for which interest is paid at intervals of more than every 60 days;

          (v)      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) for which interest is paid at intervals of more than every 60 days;

          (w)      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;

          (x)      to the credit of the Interest Account to pay any Series IO Carry-Over Interest due and owing and interest remaining unpaid from prior Quarterly Distribution Dates; and

          (y)      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 4.12 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, Carry-Over Amounts (including any accrued interest thereon) and Series IO Carry-Over Interest.

          (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, pursuant to Section 4.05(d), (f) or (i), as the case may be, 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 each series of Notes on which interest is paid at intervals of more than every 60 days, pursuant to Section 4.05(u) or (v), as the case may be, the Trustee shall deposit to the credit of the Interest Account on each Monthly Calculation Date preceding each Interest Payment Date, after giving effect to the preceding sentence, the full amount of interest that will be due on the next Interest Payment Date for each such series of Notes. In no event, however, shall the Trustee deposit on any Monthly Calculation Date to the credit of the Interest Account for any series of Notes more than the amount of interest that will be due on the next Interest Payment Date for such series of Notes. 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, pursuant to Section 4.05(d), (f) or (i), as the case may be, 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 each Swap Agreement under which Issuer Swap Payments are paid less frequently than every 60 days, pursuant to Section 4.05(u) or (v), as the case may be, the Trustee shall deposit to the credit of the Interest Account on each Monthly Calculation Date preceding each date on which such Issuer Swap Payments are due, after giving effect to the preceding sentence, the full amount of Issuer Swap Payments that will be due on such date under each such Swap Agreement. In no event, however, shall the Trustee deposit on any Monthly Calculation Date to the credit of the Interest Account for any Swap Agreement more than the amount of Issuer Swap Payments that will be due under such Swap Agreement on the next date that Issuer Swap Payments are required to be made. 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) and the Remarketing Fee Account.

           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.

           On each Monthly Calculation Date, if any Series IO Carry-Over Interest (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 Series IO Carry-Over Interest (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) or Series IO Carry-Over Interest 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 4.12 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) and the Remarketing Fee Account.

          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 4.12 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 4.12 hereof, and any earnings on or income from such investment shall be deposited in the Collection Fund as provided in Section 4.06 hereof.

          (d)       Supplemental Interest Account. The Trustee shall deposit to the credit of the Supplemental Interest Account amounts transferred from the Collection Fund pursuant to Section 4.05(o) hereof representing a Supplemental Interest Deposit Amount. All amounts on deposit in the Supplemental Interest Account and any subaccount thereof shall be transferred to the Collection Fund on each Quarterly Distribution Date.

           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 4.12 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. Accumulation Fund. (a) If a series of Reset Rate Notes is structured to receive a payment of principal only at the end of the related Reset Period, amounts transferred pursuant to Section 4.05 hereof to pay principal on the applicable series of Reset Rate Notes shall be deposited to the applicable Accumulation Account within the Accumulation Fund.

          (b)       If a series of Reset Rate Notes is denominated in U.S. Dollars and is structured during the then current Reset Period not to receive a payment of principal until the end of the related Reset Period, the Issuer Administrator shall instruct the Trustee in writing no later than one Business Day preceding each Quarterly Distribution Date that is also a Reset Date, to withdraw from the applicable Accumulation Account on such Quarterly Distribution Date (after any additional allocations of principal are made to the applicable Accumulation Account on such Quarterly Distribution Date) the amount (less any investment earnings) on deposit in the such Accumulation Account and distribute (by 1:00 p.m. (New York time) on the related Quarterly Distribution Date) such amounts to the Noteholders of the related series of Reset Rate Notes as of the immediately current Regular Record Date, pro rata, as a payment of principal. If a series of Reset Rate Notes are in a Foreign Exchange Mode and are structured during the then current Reset Period not to receive a payment of principal until the end of the related Reset Period and a currency Swap Agreement is in effect for such series of Reset Rate Notes, the Issuer Administrator shall instruct the Trustee in writing no later than five Business Day preceding each Quarterly Distribution Date that is also a Reset Date for such series of the Reset Rate Notes, to withdraw from the applicable Accumulation Account on such Quarterly Distribution Date (after any additional allocations of principal are made to that account on such Quarterly Distribution Date) the amount (less any investment earnings) on deposit in the such Accumulation Account and deliver such amounts to the related Swap Counterparty or Counterparties in exchange for the amount of the applicable non U.S. Dollar currency, determined using the exchange rate set forth in the related Swap Agreement, for payment to the Noteholders of such series of Reset Rate Notes as of the immediately preceding Regular Record Date, pro rata, as a payment of principal. Amounts (less any investment earnings) on deposit in the applicable Accumulation Account may be used only to pay principal on the related series of Reset Rate Notes (or to the related Swap Counterparty or Counterparties) and for no other purpose. If no currency Swap Agreement is in effect for the Series 2006-1 Reset Rate Notes, such payment shall be made as set forth in Section 4.06 hereof.

          (c)       In the event that on any Quarterly Distribution Date the amount (less any investment earnings) on deposit for a series of Reset Rate Notes in the applicable Accumulation Account, including amounts deposited on that Quarterly Distribution Date, would equal the Outstanding Principal Amount of the related series of Reset Rate Notes, then no additional amounts will be deposited into such Accumulation Account and all amounts therein, less any investment earnings, will be distributed on the next related Reset Date, pursuant to subsection (b) above, and the Outstanding Amount of such series will be reduced to zero.

          Pending application of moneys in the Accumulation Fund, such moneys shall be invested in Investment Securities as provided in Section 4.12 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 4.09. Currency Fund. With respect to a series of Reset Rate Notes during each Reset Period and on each Reset Date when a series of Reset Rate Notes is reset to be denominated in a currency other than U.S. Dollars during the next Reset Period, the Issuer shall establish and maintain a Currency Account for such series. Any payments in the related currency received from any currency Swap Counterparty will be deposited into the related Currency Account for the benefit of the Noteholders of the applicable series of Reset Rate Notes.

          Pending application of moneys in the Currency Fund, such moneys shall be invested in Investment Securities as provided in Section 4.12 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 4.10. 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) and Series IO Carry-Over Interest 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 4.10 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 4.11. Pledge. The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) and Series IO Carry-Over Interest 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) and Series IO Carry-Over Interest 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) and Series IO Carry-Over Interest 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) and Series IO Carry-Over Interest 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 4.12. 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 (at a price not less than the principal amount thereof payable at its stated maturity) 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. All Funds and Accounts in which money in the Trust Estate is held shall be in (i) trust accounts or (ii) accounts at a bank having combined capital and surplus of at least $50 million and rated at least “Aa3” by Moody’s. Notwithstanding the foregoing, Investment Securities must mature, or be redeemable at the option of the holder, prior to the next Monthly Calculation Date in an amount equal to the lesser of (i) three months’ accrued interest on all Outstanding Notes and the then Outstanding Principal Amount of all Notes having a Stated Maturity occurring during the three month period following such Monthly Calculation Date or (ii) all Investment Securities then held in the Trust Estate

          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 4.13. 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 4.14. 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 Student 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 4.15. 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 Student Loans from the lien of this Indenture to the extent the terms hereof permit the sale, disposition or transfer of such Financed Student 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 Servicers, the Issuer Administrator, the Remarketing Agents, 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.

          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 Noteholder, by the acceptance of a Note, acknowledges that from time to time the Trustee shall release the lien of this Indenture on any Financed Student Loan to be sold pursuant to Section 4.02, and each Noteholder, 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) and Series IO Carry-Over Interest 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; provided, however, that the Higher Education Act provides that a security interest shall be perfected in Student Loans in the manner in which “accounts” are perfected.

          (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 issuance of each series of Notes, 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 2007, 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 date of issuance of each series of Notes, 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 provides that a security interest in the Financed Student Loans shall be perfected in the same manner as “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 and any moneys contained in an Accumulation Account shall be paid to the Holders of the related Reset Rate Notes):

          (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, including the Series IO Carry-Over Interest (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, including the Series IO Carry-Over Interest (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

          (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 4.12 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)      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 from the Issuer 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. Neither the Trustee nor any Authenticating Agent, Note Registrar, Paying Agent, Remarketing Agent, Tender Agent, Auction Agent, Market Agent or Broker-Dealer shall constitute a Beneficiary under the Indenture and subsequent to the issuance of the Initial Notes, the Issuer shall use its best efforts to require that any agreement entered into with the foregoing parties shall contain an agreement by such parties not to file an involuntary bankruptcy petition against the Issuer.

           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) and Series IO Carry-Over Interest 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) or Series IO Carry-Over Interest 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. Except as may otherwise be provided in a 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. Except as may otherwise be provided in a 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) or Series IO Carry-Over Interest 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) and any Carry-Over Amount (and accrued interest thereon) and Series IO Carry-Over Interest; 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 — 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 and any Carry-Over Amount (and accrued interest thereon) and Series IO Carry-Over 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 and any Carry-Over Amount (and accrued interest thereon) and Series IO Carry-Over Interest with respect to 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 and any Carry-Over Amount (and accrued interest thereon) and Series IO Carry-Over 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 60-2606
New York, NY 10005-2858
Attention: Trust and Security Services--Structured Finance

To the Trustee: Deutsche Bank Trust Company Americas
60 Wall Street
MS NYC 60-2606
New York, NY 10005-2858
Attention: Trust and Security Services--Structured Finance

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 Corporation
16855 W. Bernardo Drive, Suite 100
San Diego, California 92127
Attention: Cary Katz

To the Depositor: College Loan LLC
16855 W. Bernardo Drive, Suite 100
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

To Fitch: Fitch, Inc.
One State Street Plaza
New York, NY 10004
Attention: Structured Finance

          (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 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 status 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. Prior to each Monthly Calculation Date, the Issuer shall cause the Verification Agent to deliver to the Trustee a certificate certifying as to the accuracy of the Issuer’s instructions to pay and transfer moneys on the Monthly Calculation Date pursuant to Section 4.05.

           Section 11.04. Periodic Statements. 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 second preceding month in the form of Exhibit D hereto. A copy of these statements may be obtained by any Noteholder by a written request to the Trustee, addressed to its Principal Office. Such statements shall be filed with the Commission no later than (i) the 15th calendar day of each month (if such day is not a Business Day, the statement shall be filed on the next succeeding Business Day) and the last Business Day of each month, and (ii) if the Issuer is required to file such statements with the Commission under the Exchange Act, such time as the Issuer believe appropriate to satisfy in a timely manner its filing obligations under the Exchange Act.

           Section 11.05. Sarbanes-Oxley Act. Notwithstanding any Person’s right to instruct the Delaware Trustee or anything contained in this Indenture to the contrary, neither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under the Trust Agreement. The Delaware Trustee is an express third party beneficiary with respect to this Indenture, and specifically, this Section 11.05, and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

          IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated 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 /s/ Joann A. Rozell   
Name Joann A. Rozell
Title Assistant Vice President


DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Eligible Lender Trustee


By /s/ Louis Bodi
Name Louis Bodi
Title Vice President


DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee


By /s/ Eva Aryeetey
Name Eva Aryeetey
Title Assistant Vice President

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 Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (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 Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (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 Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (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

PERIODIC STATEMENT

[On File with Issuer]

EX-4

SEVENTH SUPPLEMENTAL INDENTURE OF TRUST

between

COLLEGE LOAN CORPORATION TRUST I

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

Dated as of April 1, 2006

Series 2006-1 Notes

Section 1. Definitions and Related Matters 2

Section 2. Authorization and Terms of Series 2006-1 Notes 12

Section 3. Interest Payable On Series 2006-1 Notes 15

Section 4. Additional Provisions Regarding the Applicable Interest Rate for the Series 2006-1 LIBOR Rate Notes 15

Section 5. Purposes of Issuance of Series 2006-1 Notes 16

Section 6. Deposit of Series 2006-1 Note Proceeds 16

Section 7. Redemption of Series 2006-1 Notes 16

Section 8. Book-Entry Series 2006-1 Notes 21

Section 9. Limitation on Fees 23

Section 10. Certain Designations Pursuant to the Indenture 24

Section 11. Mandatory Redemption of or Distributions of Principal With Respect to Notes 25

Section 12. List of Non-Business Days 26

Section 13. Certain Findings, Determinations and Designations 26

Section 14. Conditions Precedent 26

Section 15. [Reserved] 26

Section 16. Notices to the Eligible Lender Trustee and the Trustee 27

Section 17. Governing Law 27

Section 18. Headings 27

Section 19. Severability 27

Section 20. Counterparts; Facsimile 27

Section 21. Effect of Seventh Supplement 28

Section 22. Rights, Privileges and Immunities of Trustee 28

Section 23. Transfer Restrictions 28

TARGETED BALANCE SCHEDULE SERIES 2006-1 SENIOR NOTES S-I-1

TARGETED BALANCE SCHEDULE SERIES 2005-1 SENIOR NOTES S-I-3

TARGETED BALANCE SCHEDULE SERIES 2003-2 SENIOR NOTES S-I-5

ANNEX I CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES I-1

ANNEX II CERTAIN TERMS AND PROVISIONS OF THE SERIES 2006-1 RESET RATE NOTES II-1

EXHIBIT A-1 FORM OF SERIES 2006-1 LIBOR RATE NOTES A-1-1

EXHIBIT A-2 FORM OF SERIES 2006-1 RESET RATE NOTES A-2-1

EXHIBIT A-3 FORM OF SERIES 2006-1A-IO NOTES A-3-1

EXHIBIT B FORM OF SERIES 2006-1 AUCTION RATE NOTES B-1

EXHIBIT C NOTICE OF PAYMENT DEFAULT C-1

EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I D-1

EXHIBIT E NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT E-1

EXHIBIT F NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT F-1

EXHIBIT G NOTICE OF CHANGE IN AUCTION DATE G-1

EXHIBIT H RATING AGENCY CONDITION H-1

EXHIBIT I FORM OF TRANSFEREE LETTER I-1-1

FORM OF RULE 144A CERTIFICATION I-2-1

[FORM OF CERTIFICATION] I-A-1

EXHIBIT J

FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD J-1

EXHIBIT K

FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE AFTER RESTRICTED PERIOD K-1

EXHIBIT L

FORM OF TRANSFER CERTIFICATE FOR REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE DURING RESTRICTED PERIOD L-1

EXHIBIT M

FORM OF TRANSFER CERTIFICATE FOR REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD M-1

SEVENTH SUPPLEMENTAL INDENTURE OF TRUST

           THIS SEVENTH SUPPLEMENTAL INDENTURE OF TRUST (this "Seventh Supplement"), dated as of April 1, 2006, between COLLEGE LOAN CORPORATION TRUST I, a Delaware statutory trust (the "Issuer"), 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 (the "Trustee");

R E C I T A L S:

           WHEREAS, the Issuer, Deutsche Bank Trust Company Americas, as eligible lender trustee, and the Trustee, as indenture trustee, have executed and delivered a Second Amended and Restated Indenture of Trust (the "Base Indenture"), dated as April 1, 2006 (the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement and the Sixth 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 has previously authorized and issued multiple series of Senior and Subordinated Notes; and

           WHEREAS, the Issuer has authorized and determined to issue nine series of Senior Notes and one series of Subordinate Notes pursuant to the Indenture and this Seventh Supplement; and

           WHEREAS, the Issuer desires by this Seventh Supplement to (a) prescribe the terms and provisions of the Series 2006-1 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 Base 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 Base Indenture; and

           WHEREAS, with respect to clause (b) above, pursuant to Section 8.01(j) of the Base 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 H; and

           WHEREAS, the execution and delivery of this Seventh Supplement and the issuance of the Series 2006-1 Notes have been in all respects duly and validly authorized by the Issuer and all acts and things necessary to constitute this Seventh 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 Seventh Supplement hereby agree as follows:

           Section 1. Definitions and Related Matters.

           (a) In the event that any term or provision contained in this Seventh Supplement shall conflict with or be inconsistent with any provision contained in the Base Indenture or any Supplemental Indenture, the terms and provisions of this Seventh Supplement shall govern with respect to the Series 2006-1 Notes.

           (b) All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture or Annex I or Annex II hereto.

           (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 the Series 2006-1 Notes in the Acquisition Fund, the period beginning on the Closing Date and ending on and including June 26, 2006.

           "Administration Fee" means a monthly fee paid on the Monthly Calculation Date equal to 1/12 of 0.20% 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 the Indenture and any related agreements. Notwithstanding the foregoing,

           (a) if at any time during the preceding Collection Period, the Net Loan Rate Restriction Period was applicable or any Auction Rate Notes accrued interest at the Maximum Rate, then the monthly fee paid on the Monthly Calculation Date following such Collection Period shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month,

           (b) if on any Quarterly Distribution Date with respect to the Series 2003-2, Series 2005-1 LIBOR Rate Notes or Series 2006-1 LIBOR Rate Notes, the amount distributed with respect thereto has been less than the expected Targeted Balance distribution as set forth in Schedule I to this Seventh Supplement, then for the following three Monthly Calculation Dates, the monthly fee paid on each such Monthly Calculation Date shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loan, plus accrued interest thereon, during the preceding month, or

           (c) if an Event of Default has occurred and is continuing, then, subject to the other provisions of the Indenture with respect to application of moneys, the monthly fee paid on the Monthly Calculation Date shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month.

           "Applicable Interest Rate" means the rate of interest per annum borne from time to time by a series of the Series 2006-1 Notes, which shall be (a) for the Series 2006-1 LIBOR Rate Notes, during each Interest Period, 3-Month LIBOR minus 0.01% with respect to the Series 2006-1A-1 Senior Notes, 3-Month LIBOR plus 0.02% with respect to the Series 2006-1A-2 Senior Notes, 3-Month LIBOR plus 0.09% with respect to the Series 2006-1A-3 Senior Notes, 3-Month LIBOR plus 0.11% with respect to the Series 2006-1A-4 Senior Notes, 3-Month LIBOR plus 0.14% with respect to the Series 2006-1A-5 Senior Notes, 3-Month LIBOR plus 0.18% with respect to the Series 2006-1A-6 Senior Notes and 3-Month LIBOR plus 0.01% with respect to the Series 2006-1A-7B Senior Notes, and (b) for the Series 2006-1 Auction Rate Notes, during each Interest Period, the rate of interest determined in accordance with the Auction Procedures.

           "Auction Rate Notes" means each series of Notes for which the applicable interest rate is determined periodically pursuant to the auction procedures described in the applicable Supplemental Indenture pursuant to which such series of Notes was issued. As of the Closing Date, each series of Notes issued pursuant to the First Supplement, the Second Supplement, the Third Supplement, the Series 2004-1B Subordinate Notes, the Series 2005-1B Subordinate Notes and the Series 2006-1B Subordinate Notes is a series of Auction Rate Notes.

           "Authorized Denominations" means (a) for the Series 2006-1A-IO Senior Notes, a series of Series 2006-1 Reset Rate Notes then in a fixed or floating rate mode and the Series 2006-1 LIBOR Rate Notes, $100,000 and any multiple of $1,000 in excess thereof; and (b) for the Auction Rate Notes and a series of Series 2006-1 Reset Rate Notes then in an auction rate mode, $25,000 and any multiple thereof.

           "Base Indenture" shall have the meaning ascribed to such term in the Recitals 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.

           "Business Day" means, (i) for purposes of calculating LIBOR, any day on which banks in New York, New York and London, England are open for the transaction of international business and (ii) for all other purposes, the meaning set forth in the Indenture; provided, however, for the Auction Rate Notes, "Business Day" shall not include (a) April 14, April 15, December 30, December 31, or (b) such other dates as may be agreed to in writing by the Market Agent, the Auction Agent, the Broker-Dealer and the Issuer.

           "Clearing Agency" shall mean the Securities Depository, Euroclear or Clearstream, as applicable, or another organization registered as a "clearing agency" pursuant to applicable law. The initial Clearing Agency for the Notes, other than the Series 2006-1 Reset Rate Notes, shall be the Securities Depository and the nominee for such Clearing Agency shall be "Cede & Co." The initial Clearing Agencies for the Series 2006-1 Reset Rate Notes (a) for any Reset Period when it is denominated in a currency other than U.S. Dollars shall be Euroclear and Clearstream registered into the nominee name of a Common Depositary chosen by the Issuer, and (b) for any Reset Period when it is denominated in U.S. Dollars shall be the Securities Depository and the initial nominee for such Clearing Agency shall be "Cede & Co."

           "Clearing Agency Participant" shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

           "Clearstream" shall mean Clearstream Banking, a société anonyme, a limited liability company organized under the laws of Luxembourg.

           "Closing Date" means April 25, 2006.

           "Definitive Note" shall mean any Note registered in the name of a Person other than the Securities Depository or its nominee.

           "Depositor" means College Loan LLC, a Delaware limited liability company, and any successor thereto or assignee thereof.

           "Euroclear" shall mean the Euroclear System, or any successor thereto.

           "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.

           "Fifth Supplement" means the Fifth Supplemental Indenture of Trust, dated as of May 1, 2004, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

           "Fourth Supplement" means the Fourth Supplemental Indenture of Trust, dated as of October 1, 2003, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

           "Global Note" means any Note registered in the name of the Securities Depository or its nominee, beneficial interests of which are reflected on the books of the Securities Depository or on the books of a Person maintaining any account with such Securities Depository (directly or as an indirect participant in accordance with the rules of such Securities Depository). The Global Note shall include the Rule 144A Global Notes and the Regulation S Global Notes.

           "Indenture" means the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006, from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as the trustee, as further amended and supplemented from time to time.

           "Individual Note" means any Note registered in the name of a holder other than the Securities Depository or its nominee.

           "Initial Purchasers" means UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc.

           "Initial Interest Rate" means, with respect to the Series 2006-1 Auction Rate Notes, the rate described in Annex I hereto.

           "Initial Interest Rate Adjustment Date" means, with respect to the Series 2006-1 Auction Rate Notes and a series of Series 2006-1 Reset Rate Notes then in an auction rate mode, the date described in Annex I hereto.

           "Interest Payment Date" means (i) with respect to the Series 2006-1A-IO Senior Notes, a series of Series 2006-1 Reset Rate Notes then in a fixed or floating rate mode and each series of Series 2006-1 LIBOR Rate Notes, the 25th day of each January, April, July and October, or if such day is not a Business Day, the next succeeding Business Day, commencing July 25, 2006; (ii) with respect to a series of Series 2006-1 Reset Rate Notes then in an auction rate mode and the Series 2006-1 Auction Rate Notes, the dates described in Annex I hereto.

           "Interest Period" means, (i) for each series of Series 2006-1 LIBOR Rate Notes, a series of Series 2006-1 Reset Rate Notes then in a fixed or floating rate mode and the Series 2006-1A-IO Senior Notes, with respect to each Interest Payment Date thereafter, the period beginning on the prior Interest Payment Date and ending on the day immediately preceding such Interest Payment Date; and (iii) with respect to a series of Series 2006-1 Reset Rate Notes then in an auction rate mode and the Series 2006-1 Auction Rate Notes, the period described in Annex I hereto.

           "LIBOR" means, with respect to any Interest Period, 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 as determined by the Trustee or its agent. 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 a maturity of three months 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 the Reference Banks. The Trustee will request the principal London office of each Reference Bank identified to it by the Issuer Administrator to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference 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 a maturity of three months 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, LIBOR in effect for the applicable Interest Period will be the LIBOR in effect for the previous Interest Period.

           "LIBOR Determination Date" means, (i) with respect to a series of Series 2006-1 Reset Rate Notes then in a floating rate mode and the Series 2006-1 LIBOR Rate Notes, for each Interest Period, the second Business Day immediately preceding the first day of that Interest Period; and (ii) with respect to a series of Series 2006-1 Reset Rate Notes then in an auction rate mode and the Series 2006-1 Auction Rate Notes, the meaning set forth in Annex I hereto.

           "Non-Amortizing Reset Rate Notes" shall mean the Series 2006-1 Reset Rate Notes for which principal payments are only made at the end of the current Reset Period.

           "Non-Public Notes" means the Series 2006-1 Reset Rate Notes.

           "Note Depository Agreements" means with respect to the Series 2006-1 Notes, the Blanket Letter of Representations, dated April 25, 2006, from the Issuer to the Securities Depository, and with respect to the Series 2006-1 Reset Rate Notes, any agreement, if any, between the Issuer and a Clearing Agency other than the Securities Depository.

           "Note Registrar" means, with respect to the Series 2006-1 Notes, the Trustee.

           "Notional Amount" means (i) on each Quarterly Distribution Date, up to and including the Quarterly Distribution Date in July 2008, an amount equal to the Outstanding Principal Amount of the Series 2006-1A-6 Senior Notes immediately prior to such Quarterly Distribution Date and (ii) on each Quarterly Distribution Date after July 2008, an amount equal to $0.

           "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 or interest on the Series 2006-1 Notes is payable.

           "Percentage Interest" means, with respect to a Series 2006-1 Note, the fraction, expressed as a percentage, the numerator of which is the original denomination represented by such Series 2006-1 Note and the denominator of which is the original Principal Amount of all Series 2006-1 Notes of that series.

           "Principal Lock-out Period" means, the period beginning on May 20, 2004 and ending on the day immediate preceding the Quarterly Distribution Date occurring (i) July 2008 with respect to the Series 2004-1A-2 Senior Notes, (ii) October 2010 with respect to the Series 2004-1A-3 Senior Notes and (iii) December 25, 2011 with respect to the Series 2004-1A-4 Senior Notes.

           "Priority Termination Payment" shall mean, with respect to a Swap Agreement, any termination payment payable by the Issuer under such Swap Agreement relating to an early termination of such Swap Agreement by the Swap Counterparty, as the non defaulting party, following (i) a payment default by the Issuer thereunder, (ii) the occurrence of an Event of Default specified in Section 6.01(o) or (p) of the Base Indenture or (iii) the Trustee's taking any action hereunder to liquidate the Trust Estate following an Event of Default and acceleration of the Notes pursuant to the Base Indenture.

           "Program Expense Percentage" means, with respect to any Interest 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 Interest 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.

           "Qualified Institutional Buyer" has the meaning given to such term in Rule 144A under the Securities Act.

           "Quarterly Distribution Date" means the Interest Payment Date occurring in January, April, July and October.

           "Quarterly Funding Amount" shall mean, for the Series 2006-1 Reset Rate Notes, for any Quarterly Distribution Date that is (a) more than one year before the next related Reset Date, zero and (b) one year or less before the next related Reset Date, an amount to be deposited into the Remarketing Fee Account in respect of the Series 2006-1 Reset Rate Notes so that the amount therein equals the Quarterly Required Amount for the Series 2006-1 Reset Rate Notes; provided, however, that if on any Monthly Calculation Date that is not a Reset Date, the amount on deposit in the Remarketing Fee Account in respect of the Series 2006-1 Reset Rate Notes is greater than the Quarterly Required Amount, such excess will be transferred to the Collection Fund on that Monthly Calculation Date.

           "Quarterly Required Amount" means (a) on any related Reset Date, the Reset Period Target Amount or (b) on a Quarterly Distribution Date that is one year or less before the next related Reset Date (i) the Reset Period Target Amount multiplied by (ii) five (5) minus the number of Quarterly Distribution Dates remaining until the next Reset Date (excluding the current Quarterly Distribution Date and including the next Reset Date), divided by (iii) five (5).

           "Reference Banks" means, with respect to a determination of LIBOR for any Interest Period by the Trustee, four major banks in the London interbank market selected by the Issuer Administrator.

           "Regular Record Date" means, (i) with respect to the Series 2006-1A-IO Senior Notes, a series of Series 2006-1 Reset Rate Notes then in a fixed or floating rate mode and each series of Series 2006-1 LIBOR Rate Notes, one Business Day prior to each Quarterly Distribution Date; and (ii) with respect to a series of Series 2006-1 Reset Rate Notes then in an auction rate mode and the Series 2006-1 Auction Rate Notes, the meaning set forth in Annex I hereto.

           "Regulation S" means Regulation S under the Securities Act.

           "Regulation S Global Notes" means the Non-Public Notes sold in offshore transactions in reliance on Regulation S and represented by one or more Global Notes deposited with the Note Registrar as custodian for the Depository.

           "Regulation S Investor" means with respect to a transferee of a Regulation S Global Note, a transferee that acquires such Non-Public Note pursuant to Regulation S.

           "Regulation S Transfer Certificate" means a letter substantially in the form attached hereto as Exhibit H.

           "Replacement Transaction" shall mean a transaction with a replacement Swap Counterparty who assumes the existing Swap Counterparty's position under a Swap Agreement on substantially the same terms or with those other amendments to the terms of such Swap Agreement as may satisfy the Rating Agency Condition.

           "Reserve Fund Requirement" means, at any time, an amount equal to (a) 0.75% 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 $500,000.

           "Reset Period Target Amount" shall mean, for any Quarterly Distribution Date that is (a) more than one year before the next related Reset Date, zero, and (b) one year or less before the next related Reset Date, the highest remarketing fee payable to the Remarketing Agents for the Series 2006-1 Reset Rate Notes (not to exceed [0.20]% per annum of the maximum Outstanding Principal Amount of the Series 2006-1 Reset Rate Notes that could be remarketed) on the next related Reset Date, as determined by the Issuer Administrator based on the assumed weighted average life of the Series 2006-1 Reset Rate Notes and the maximum remarketing fee set forth in a schedule to the Remarketing Agreement, as such schedule may be amended from time to time.

           "Restricted Period" means the 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Non-Public Notes are first offered to Persons other than the Initial Purchasers and any other distributor (as such term is defined in Regulation S) of the Notes and (b) the Closing Date.

           "Rule 144A Certification" means a letter substantially in the form attached to this Seventh Supplement as Exhibit I-2.

           "Rule 144A Global Notes" mean the Non-Public Notes sold within the United States to U.S. Persons, initially issued to Qualified Institutional Buyers in the form of beneficial interests in one or more Global Notes, deposited with the Note Registrar as custodian for the Securities Depository.

           "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 2006-1 Notes or (b) the Issuer discontinues use of the Securities Depository pursuant to Section 8(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 2006-1 Notes and which is selected by the Issuer with the consent of the Trustee.

           "Series 2003-2 Notes" means, collectively, the Series 2003-2A-1 Senior Notes, the Series 2003-2A-2 Senior Notes and the Series 2003-2A-3 Senior Notes issued pursuant to the Indenture and the Fourth Supplement.

           "Series 2003-2A-1 Senior Notes" means the Notes created and issued under the Fourth Supplement in the original Principal Amount of $345,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-1."

           "Series 2003-2A-2 Senior Notes" means the Notes created and issued under the Fourth Supplement in the original Principal Amount of $646,800,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-2."

           "Series 2003-2A-3 Senior Notes" means the Notes created and issued under the Fourth Supplement in the original Principal Amount of $308,200,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-3."

           "Series 2004-1 Auction Rate Notes" means the Series 2004-1B Subordinate Notes.

           "Series 2004-1 LIBOR Rate Notes" means, collectively, the Series 2004-1A-1 Senior Notes, the Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes and the Series 2004-1A-4 Senior Notes.

           "Series 2004-1 Notes" means, collectively, the Series 2004-1 LIBOR Rate Notes and the Series 2004-1B Subordinate Notes.

           "Series 2004-1A-1 Senior Notes" means the Notes created and issued under the Fifth Supplement in the original Principal Amount of $293,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-1."

           "Series 2004-1A-2 Senior Notes" means the Notes created and issued under the Fifth Supplement in the original Principal Amount of $307,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-2."

           "Series 2004-1A-3 Senior Notes" means the Notes created and issued under the Fifth Supplement in the original Principal Amount of $400,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-3."

           "Series 2004-1A-4 Senior Notes" means the Notes created and issued under the Fifth Supplement in the original Principal Amount of $200,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-4."

           "Series 2004-1B Subordinate Notes" means the Notes created and issued under the Fifth Supplement in the original Principal Amount of $100,000,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate Series 2004-1B."

           "Series 2005-1 LIBOR Rate Notes" means, collectively, the Series 2005-1A-1 Senior Notes, the Series 2005-1A-2 Senior Notes, the Series 2005-1A-3 Senior Notes, the Series 2005-1A-4 Senior Notes and the Series 2005-1A-5 Senior Notes.

           "Series 2005-1 Notes" means, collectively, the Series 2005-1 LIBOR Rate Notes and the Series 2005-1B Subordinate Notes.

           "Series 2005-1A-1 Senior Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $216,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A-1."

           "Series 2005-1A-2 Senior Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $393,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A-2."

           "Series 2005-1A-3 Senior Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $300,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A-3."

           "Series 2005-1A-4 Senior Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $214,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A-4."

           "Series 2005-1A-5 Senior Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $137,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2005-1A-5."

           "Series 2005-1B Subordinate Notes" means the Notes created and to be issued under the Sixth Supplement in the original Principal Amount of $40,000,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate Series 2005-1B."

           "Series 2006-1 Auction Rate Notes" means the Series 2006-1B Subordinate Notes.

           "Series 2006-1 LIBOR Rate Notes" means, collectively, the Series 2006-1A-1 Senior Notes, the Series 2006-1A-2 Senior Notes, the Series 2006-1A-3 Senior Notes, the Series 2006-1A-4 Senior Notes, the Series 2006-1A-5 Senior Notes and the Series 2006-1A-6 Senior Notes.

           "Series 2006-1 Notes" means, collectively, the Series 2006-1 Senior Notes and the Series 2006-1B Subordinate Notes.

           "Series 2006-1 Reset Rate Notes" means the Series 2006-1A-7A Senior Notes and the Series 2006-1A-7B Senior Notes.

           "Series 2006-1 Senior Notes" means, collectively, the Series 2006-1 LIBOR Rate Notes, the Series 2006-1 Reset Rate Notes and the Series 2006-1A-IO Senior Notes.

           "Series 2006-1A-1 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $100,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-1."

           "Series 2006-1A-2 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $200,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-2."

           "Series 2006-1A-3 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $260,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-3."

           "Series 2006-1A-4 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $195,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-4."

           "Series 2006-1A-5 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $300,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-5."

           "Series 2006-1A-6 Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $280,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-6."

           "Series 2006-1A-7A Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $40,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-7A."

           "Series 2006-1A-7B Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $270,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-7B."

           "Series 2006-1A-IO Senior Notes" means the Notes created and to be issued under this Seventh Supplement in the original Notional Amount of $280,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2006-1A-IO."

           "Series 2006-1B Subordinate Notes" means the Notes created and to be issued under this Seventh Supplement in the original Principal Amount of $55,000,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate Series 2006-1B."

           "Series IO Carry-Over Interest" means an amount, with respect to the Series 2006-IA-IO Senior Notes, equal to the difference, if any, between the amount of interest accrued during such Interest Period at the Applicable Interest Rate for the Series 2006-1A-IO Notes, with respect to the Series 2006-1A-IO Senior Notes and any Interest Period up to and including the Interest Period ending in July 2008 on the initial Principal Amount of the Series 2006-1A-6 Senior Notes and the amount of interest accrued at such Applicable Interest Rate on the current Principal Amount of the Series 2006-1A-6 Senior Notes. Series IO Carry-Over Interest accrued and remaining unpaid on the Stated Maturity of the Series 2006-1A-IO Senior Notes will be payable on subsequent Quarterly Distribution Dates pursuant to Section 4.05(x) hereof to the last Holder of the Series 2006-1A-IO Senior Notes.

           "Seventh Supplement" means this Seventh Supplemental Indenture of Trust, dated as of April 1, 2006, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

           "Sixth Supplement" means the Sixth Supplemental Indenture of Trust, dated as of January 1, 2005, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

           "Targeted Balance" means, for each series of Series 2003-2 Notes, each series of Series 2005-1 LIBOR Rate Notes and each series of Series 2006-1 LIBOR Rate Notes, and each Quarterly Distribution Date, the amount listed on Schedule I hereto as the Targeted Balance for each such series on such Quarterly Distribution Date.

           "Telerate Page 3750" means the display page so designated on the Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

           "Third Supplement" means the 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.

           "Transferee Letter" means a letter substantially in the form attached to this Seventh Supplement as Exhibit I-1.

           "U.S. Person" means a person that is a citizen or resident of the United States, a corporation or partnership (except as provided in applicable Treasury regulations) created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided as applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as a U.S. Person).

           Section 2. Authorization and Terms of Series 2006-1 Notes. There is hereby created and there shall be (a) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-1" in the aggregate principal amount of $100,000,000; (b) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-2" in the aggregate principal amount of $200,000,000; (c) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-3" in the aggregate principal amount of $260,000,000; (d) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-4" in the aggregate principal amount of $195,000,000; (e) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-5" in the aggregate principal amount of $300,000,000; (f) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-6" in the aggregate principal amount of $280,000,000; (g) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-IO" in the aggregate Notional Amount of $280,000,000; (h) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-7A" in the aggregate principal amount of $40,000,000; (i) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2006-1A-7B" in the aggregate principal amount of $270,000,000; and (j) a series of Subordinate Notes entitled "Student Loan Asset-Backed Notes, Subordinate Series 2006-1B" in the aggregate principal amount of $55,000,000.

           The Series 2006-1A-1 Senior Notes shall have a Stated Maturity on January 25, 2020, the Series 2006-1A-2 Senior Notes shall have a Stated Maturity on April 25, 2022, the Series 2006-1A-3 Senior Notes shall have a Stated Maturity on October 25, 2025, the Series 2006-1A-4 Senior Notes shall have a Stated Maturity on January 25, 2027, the Series 2006-1A-5 Senior Notes shall have a Stated Maturity on July 25, 2028, the Series 2006-1A-6 Senior Notes shall have a Stated Maturity on January 25, 2034, the Series 2006-1A-IO Senior Notes shall have a Stated Maturity on July 25, 2008, the Series 2006-1A-7A Senior Notes shall have a Stated Maturity on April 25, 2046, the Series 2006-1A-7B Senior Notes shall have a Stated Maturity on April 25, 2046 and the Series 2006-1B Subordinate Notes shall have a Stated Maturity on April 1, 2046.

           Each series of Series 2006-1 Notes shall bear interest at its 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 2006-1 Notes shall be issued as fully registered Notes without coupons in Authorized Denominations.

           The Series 2006-1 Notes shall be dated as provided in Section 2.09 of the Base 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 2006-1 Notes, the date of original issue of the Series 2006-1 Notes shall be the Closing Date set forth in this Seventh Supplement. The Series 2006-1 Notes of each series shall be numbered in such manner as the Note Registrar shall determine.

           Interest on each series of Series 2006-1 LIBOR Rate Notes and any series of Series 2006-1 Reset Rate Notes then in a floating rate mode and payable in U.S. Dollars shall be computed on the basis of a 360-day year for the number of days actually elapsed, and shall be payable on each Interest Payment Date with respect to such series prior to the Maturity thereof and at the Maturity thereof. Interest on each series of Series 2006-1A-IO Senior Notes and any series of Series 2006-1 Reset Rate Notes then in a fixed rate mode shall be computed on the basis of a 360-day year consisting of twelve 30-day months, 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 Series 2006-1A-IO Senior Notes shall also be entitled to any Series IO Carry-over Interest then accrued and owing. Interest on the Series 2006-1 Auction Rate Notes and any series of Series 2006-1 Reset Rate Notes then in an auction rate mode 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, and as further computed as described in Annex I hereto. The interest payable on each Interest Payment Date for each series of Series 2006-1 Notes (which, in the case of the Series 2006-1 Auction Rate Notes, shall be calculated on a per unit basis, based on a unit of $25,000) 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 2006-1 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 the Series 2006-1 Notes (other than the Series 2006-1A-IO Notes), together with interest payable on the Series 2006-1 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 (except for an Series 2006-1 Reset rate Notes that are designated in a different currency) upon, except as otherwise provided in Section 8 hereof, presentation and surrender of such Series 2006-1 Notes at the Principal Office of the Trustee, as Paying Agent with respect to the Series 2006-1 Notes, or a duly appointed successor Paying Agent. Interest due on the Series 2006-1 Notes on each regularly scheduled Interest Payment Date shall, except as otherwise provided in Section 8 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 2006-1 Note the Holder of which is the Holder of Series 2006-1 Notes in the aggregate Principal Amount or Notional Amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount or Notional Amount of Series 2006-1 Notes is Outstanding, the Holder of all outstanding Series 2006-1 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 2006-1 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 2006-1 Notes shall be made in lawful money of the United States of America, except for any Series 2006-1 Reset Rate Notes that are designated in a different currency.

           The Series 2006-1 Notes are subject to redemption prior to their Stated Maturity upon the terms and conditions specified in Section 7 hereof.

           Subject to the provisions of the Indenture, the Series 2006-1 Notes shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and 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 2006-1 Notes. Each series of the Series 2006-1 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, with respect to the Series 2006-1 Auction Rate Notes, Annex I hereto and, with respect to the Series 2006-1 Reset Rate Notes, Annex II hereto. The Series 2006-1A-IO Senior Notes shall be entitled to Series IO Carry-Over Interest pursuant to Section 4.05(x) of the Base Indenture after their Stated Maturity.

           On each LIBOR Determination Date, the Trustee shall determine LIBOR and the Applicable Interest Rate for each series of Series 2006-1 LIBOR Rate Notes for the upcoming Interest Period. Promptly following each LIBOR Determination Date, the Trustee shall provide the Issuer Administrator with written notice of LIBOR and the Applicable Interest Rates so determined. The Series 2006-1 Auction Rate Notes shall accrue interest as specified in Annex I hereto. The Series 2006-1 Reset Rate Notes shall accrue interest as specified in Annex II hereto.

           Section 4. Additional Provisions Regarding the Applicable Interest Rate for the Series 2006-1 LIBOR Rate Notes. The determination of LIBOR and each Applicable Interest Rate for the Series 2006-1 LIBOR Rate Notes by the Trustee pursuant to the provisions of Section 3 hereof shall be conclusive and binding on the Holders of the Notes, and the Issuer and the Issuer Administrator may rely thereon for all purposes.

           In no event shall the cumulative amount of interest paid or payable on a series of Series 2006-1 LIBOR Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 2006-1 LIBOR Rate Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 2006-1 LIBOR Rate Notes of such series or related documents) calculated from the Closing Date through any subsequent day during the term of such series or otherwise prior to payment in full of the Series 2006-1 LIBOR Rate 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 2006-1 LIBOR Rate Notes of a series or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 2006-1 LIBOR Rate Notes of such series, or if the redemption or acceleration of the maturity of the Series 2006-1 LIBOR Rate Notes of such series results in payment to or receipt by the Holder or any former Holder of the Series 2006-1 LIBOR Rate Notes of such series of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 2006-1 LIBOR Rate Notes of such series or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Series 2006-1 LIBOR Rate Notes of such series shall be credited on the Principal Amount of the Series 2006-1 LIBOR Rate Notes of such series (or, if the Series 2006-1 LIBOR Rate 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 2006-1 LIBOR Rate 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 2006-1 LIBOR Rate Notes of such series and under the related documents.

           Section 5. Purposes of Issuance of Series 2006-1 Notes. The Series 2006-1 Notes are being issued (a) to provide funds to be used to acquire Student Loans, (b) to fund the Reserve Fund and (c) to pay the costs of issuing the Series 2006-1 Notes.

           Section 6. Deposit of Series 2006-1 Note Proceeds. From the net proceeds derived from the sale of the Series 2006-1 Notes on the Closing Date $1,754, 345,905, there shall be deposited with the Trustee:

           (a) for credit to the Acquisition Fund, an amount equal to $1,741,595,905 ($1,591,821,629 of which will be used to pay the costs of issuance other than the underwriting discount); and

           (b) for credit to the Reserve Fund, an amount equal to $12,750,000.

           Section 7. Redemption of Series 2006-1 Notes. The Series 2006-1 Notes are subject to redemption as provided in this Section 7.

           (a) Prior to their Stated Maturity, the Series 2006-1 Notes shall not receive distributions pursuant to Section 4.05(e) of the Base Indenture.

           (b) So long as any Series 2003-2 Notes are Outstanding, on each Monthly Calculation Date the Trustee, upon receipt of an Issuer Order, shall transfer to the Retirement Account and allocate to the Series 2003-2 Notes pursuant to Section 4.05(m) of the Base Indenture (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 the amount determined by the following formula:

           TA = [(TB) x (F/3)] – RAB

           Where

           TA = Amount to be transferred to the Retirement Account and allocated to the Series 2003-2 Notes on the Monthly Calculation Date.

           TB = Excess, if any, of the aggregate outstanding Principal Amount of each series of Series 2003-2 Notes immediately prior to the Monthly Calculation Date less the aggregate Targeted Balance of each series of Series 2003-2 Notes listed on Schedule I hereto for the next Quarterly Distribution Date or, if such Monthly Calculation Date is also a Quarterly Distribution Date, the Targeted Balance for that Quarterly Distribution Date.

           F = 1 for the first Monthly Calculation Date occurring in an Interest Period, 2 for the second Monthly Calculation Date occurring in an Interest Period and 3 for the third Monthly Calculation Date occurring in an Interest Period.

           RAB = Amount on deposit in the Retirement Account immediately prior to such Monthly Calculation Date and allocated to the Series 2003-2 Notes, including any amounts received pursuant to Section 4.05(w) of the Base Indenture.

           If on any Monthly Calculation Date, the amount resulting from the formula above is zero or a negative amount, no additional amounts will be transferred to the Retirement Account and allocated to the Series 2003-2 Notes on that Monthly Calculation Date.

           So long as any Series 2003-2 Notes are Outstanding, on each Quarterly Distribution Date the Trustee, upon receipt of an Issuer Order, shall use amounts on deposit in the Retirement Account to redeem Series 2003-2 Notes up to the amount needed to reduce their outstanding Principal Amount to their Targeted Balance listed on Schedule I hereto for that Quarterly Distribution Date.

           Prior to an Event of Default under the Base Indenture, no Series 2003-2 Note will receive a payment of principal if a Series 2003-2 Note with a lower numerical designation is outstanding.

           The Series 2004-1 Notes, the Series 2005-1 Notes and the Series 2006-1 Notes will not receive distributions pursuant to Section 4.05(m) of the Base Indenture. Rather, they will receive distributions pursuant to Section 4.05(w) of the Base Indenture.

           (c) Redemption of Notes will be made pursuant to Section 4.05(w) of the Base Indenture as follows:

First, to redeem each series of Series 2004-1 LIBOR Rate Notes following its Principal Lock-out Period, sequentially in numerical order starting with the Series 2004-1A-1 Senior Notes and ending with the Series 2004-1A-4 Senior Notes, until their outstanding Principal Amount is reduced to zero.

Second, to redeem each series of Series 2005-1 LIBOR Rate Notes up to the amount needed to reduce their outstanding Principal Amount to their Targeted Balance listed on Schedule I hereto for that Quarterly Distribution Date. Redemptions will be made up to these amounts even if the Senior Asset Percentage and Subordinate Asset Percentage would exceed the Asset Release Requirement.

Third, to redeem each series of Series 2006-1 LIBOR Rate Notes up to the amount needed to reduce their outstanding Principal Amount to their Targeted Balance listed on Schedule I hereto for that Quarterly Distribution Date. Redemptions will be made up to these amounts even if the Senior Asset Percentage and Subordinate Asset Percentage would exceed the Asset Release Requirement.

Fourth, if so provided for a series of Series 2006-1 Reset Rate Notes for a Reset Period subsequent to the initial Reset Period or if a Failed Remarketing has occurred with respect to a series of Series 2006-1 Reset Rate Notes, to redeem such series (or if a Failed Remarketing has occurred with respect to both series of the Series 2006-1 Reset Rate Notes, to redeem each series of the Series 2006-1 Reset Rate Notes on a pro rata basis; provided that if a series of the Series 2006-1 Reset Rate Notes is structured to receive payments of principal only at the end of its Reset Period, amounts allocated to such series will be deposited into the applicable Account in the Accumulation Fund and used to redeem such series of Series 2006-1 Reset Rate Notes on its next Reset Date). However, the Issuer may elect not to redeem Series 2006-1 Reset Rate Notes under priority fourth upon a Failed Remarketing if the Rating Agency Condition has been satisfied with respect thereto.

Fifth, to redeem each series of Auction Rate Notes issued by the Issuer that are then permitted to be redeemed, including any series of subordinate Auction Rate Notes. The specific series of Auction Rate Notes to be redeemed will be determined by Issuer Order and the redemptions will occur on the dates determined for the applicable series pursuant to the terms of the applicable Supplemental Indenture pursuant to which such series of Auction Rate Notes was issued. However, so long as the Series 2003-2 Notes are Outstanding, if on the first two Monthly Calculation Dates occurring in an Interest Accrual Period, the amount on deposit in the Retirement Account and allocated to the Series 2003-2 Notes is less than the full amount needed to reduce their outstanding Principal Amount to their Targeted Balance on the next Quarterly Distribution Date, amounts available in this priority fifth, up to the amount of such deficiency, will be transferred to the Retirement Account and allocated to the Series 2003-2 Notes prior to redeeming any Auction Rate Notes.

Sixth, to redeem each series of the Series 2006-1 Reset Rate Notes still Outstanding on a pro rata basis (or, if a series of the Series 2006-1 Reset Rate Notes is structured to receive payments of principal only at the end of its Reset Period, amounts allocated to such series will be deposited into the applicable Account in the Accumulation Fund and used to redeem such series of Series 2006-1 Reset Rate Notes on its next Reset Date).

Seventh, to redeem each series of Series 2003-2 Senior Notes sequentially in ascending numerical order, until their outstanding Principal Amount is reduced to zero.

Eighth, to redeem each series of Series 2004-1 LIBOR Rate Notes during its Principal Lock-out Period, sequentially in numerical order starting with the Series 2004-1A-1 Senior Notes and ending with the Series 2004-1A-4 Senior Notes, until their outstanding Principal Amount is reduced to zero.

Ninth, to redeem each series of Series 2005-1 LIBOR Rate Notes, sequentially in numerical order starting with the Series 2005-1A-1 Senior Notes and ending with the Series 2005-1A-5 Senior Notes, until their outstanding Principal Amount is reduced to zero.

Tenth, to redeem each series of Series 2006-1 LIBOR Rate Notes, sequentially in numerical order starting with the Series 2006-1A-1 Senior Notes and ending with the Series 2006-1A-6 Senior Notes, until their outstanding Principal Amount is reduced to zero.

           (d) When the Series 2005-1 LIBOR Rate Notes or Series 2006-1 LIBOR Rate Notes are receiving principal distributions, on each Monthly Calculation Date the Trustee, upon receipt of an Issuer Order, shall transfer to the Retirement Account and allocate to the Series 2005-1 LIBOR Rate Notes or the Series 2006-1 LIBOR Rate Notes pursuant to Section 4.05(w) of the Base Indenture (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 the amount determined by the following formula calculated first, for the Series 2005-1 LIBOR Rate Notes and second, to the extent any amounts remain in the Collection Fund or the Surplus Fund, for the Series 2006-1 LIBOR Rate Notes:

           TA = TB – RAB

           Where

           TA = Amount to be transferred to the Retirement Account and allocated to the Series 2005-1 LIBOR Rate Notes or Series 2006-1 LIBOR Rate Notes, as applicable, on the Monthly Calculation Date.

           TB = Excess, if any, of the aggregate outstanding Principal Amount of each series of Series 2005-1 LIBOR Rate Notes or Series 2006-1 LIBOR Rate Notes, as applicable, immediately prior to the Monthly Calculation Date less the aggregate Targeted Balance of each such series listed on Schedule I hereto for the next Quarterly Distribution Date or, if such Monthly Calculation Date is also a Quarterly Distribution Date, the Targeted Balance for that Quarterly Distribution Date.

           RAB = Amount on deposit in the Retirement Account immediately prior to such Monthly Calculation Date and allocated to the Series 2005-1 LIBOR Rate Notes or the Series 2006-1 LIBOR Rate Notes, as applicable.

           If on any Quarterly Distribution Date on which the Series 2003-2 Notes are receiving principal distributions, the amount in the Retirement Account allocated to the Series 2003-2 Notes is less than the amount needed to reduce their outstanding Principal Amount to their Targeted Balance for that Quarterly Distribution Date, amounts in the Retirement Account allocated to the Series 2006-1 LIBOR Rate Notes, up to the amount of the deficiency, will be reallocated from the Series 2006-1 LIBOR Rate Notes to the Series 2003-2 Notes. If, after giving effect to the previous sentence, the amount in the Retirement Account allocated to the Series 2003-2 Notes is less than the amount needed to reduce their outstanding Principal Amount to their Targeted Balance for that Quarterly Distribution Date, amounts in the Retirement Account allocated to the Series 2005-1 LIBOR Rate Notes, up to the amount of the deficiency, will be reallocated from the Series 2005-1 LIBOR Rate Notes to the Series 2003-2 Notes.

           Pursuant to the allocations described in the preceding paragraphs, on each Quarterly Distribution Date occurring when the Series 2005-1 LIBOR Rate Notes or the Series 2006-1 LIBOR Rate Notes are receiving principal distributions, the Trustee will use amounts on deposit in the Retirement Account and allocated to the Series 2005-1 LIBOR Rate Notes or the Series 2006-1 LIBOR Rate Notes, as applicable, to redeem the Series 2005-1 LIBOR Rate Notes and Series 2006-1 LIBOR Rate Notes, up to the amount needed to reduce their outstanding Principal Amount to their respective Targeted Balances listed on Schedule I hereto for that Quarterly Distribution Date

As a result of the priorities described above, prior to an Event of Default under the Indenture:

           (i) so long as any Series 2003-2 Notes remain Outstanding, deposits will be made to the Retirement Account for the Series 2003-2 Notes pursuant to Section 4.05(m) of the Base Indenture prior to any other series of Notes issued by the Issuer receiving a principal payment, except for payments due at the Stated Maturity of a series of Notes.

           (ii) so long as any Series 2004-1 LIBOR Rate Note is Outstanding and not in a Principal Lock-out Period, no Series 2005-1 Note or Series 2006-1 Note will receive payments of principal;

           (iii) so long as any Series 2005-1 LIBOR Rate Note is Outstanding and has not been paid to its Targeted Balance for that Quarterly Distribution Date, no Series 2006-1 Note will receive payments of principal;

           (iv) the Series 2006-1A-2 Senior Notes will not receive any payments of principal so long as any Series 2006-1A-1 Senior Notes remain Outstanding;

           (v) the Series 2006-1A-3 Senior Notes will not receive any payments of principal so long as any Series 2006-1A-2 Senior Notes remain Outstanding;

           (vi) the Series 2006-1A-4 Senior Notes will not receive any payments of principal so long as any Series 2006-1A-3 Senior Notes remain Outstanding;

           (vii) the Series 2006-1A-5 Senior Notes will not receive any payments of principal so long as any Series 2006-1A-4 Notes remain Outstanding;

           (viii) the Series 2006-1A-6 Senior Notes will not receive any payments of principal so long as any Series 2006-1A-5 Notes remain Outstanding; and

           (ix) no series of Series 2006-1 LIBOR Rate Notes will receive any payments of principal exceeding the amount needed to reduce its outstanding Principal Amount to the Targeted Balance listed on Schedule I for the applicable Quarterly Distribution Date unless the Issuer has redeemed previously each series of Auction Rate Notes that are then permitted to be redeemed, each series of Series 2006-1A Reset Rate Notes (or if a series of Series 2006-1 Reset Rate Notes is not then receiving payments of principal, an amount equal to the outstanding Principal Amount of such series of Series 2006-1 Reset Rate Notes has been deposited into the Accumulation Fund), each series of Series 2003-2 Notes, each series of Series 2004-1 LIBOR Rate Notes and each series of Series 2005-1 LIBOR Rate Notes.

           (e) Optional Redemption of Series 2006-1B Subordinate Notes. Subject to compliance with Section 3.02 of the Base Indenture and Section 10 hereof, Series 2006-1B Subordinate Notes 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 price equal to 100% of the Principal Amount of Series 2006-1B Subordinate Notes to be redeemed plus accrued interest thereon to the date of redemption.

           (f) Selection of Series 2006-1 Notes for Redemption. If less than all Outstanding Series 2006-1A-1 Senior Notes, Series 2006-1A-2 Senior Notes, Series 2006-1A-3 Senior Notes, Series 2006-1A-4 Senior Notes, Series 2006-1A-5 Senior Notes or Series 2006-1A-6 Senior Notes are to be redeemed pursuant to this Section 7, redemptions will be made to the Noteholders of the series of Series 2006-1 LIBOR Rate Notes being redeemed on a pro rata basis based upon the Percentage Interest represented by their respective Notes.

           If less than all of the Outstanding Series 2006-1B Subordinate Notes are to be redeemed pursuant to this Section 7, the particular Series 2006-1B Subordinate 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 2006-1B Notes in an Authorized Denomination.

           The Trustee shall promptly notify the Note Registrar and any Paying Agent for the Series 2006-1 Notes (in each case, if other than the Trustee) in writing of the Series 2006-1 Notes selected for redemption and, in the case of any Series 2006-1 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 2006-1 Notes shall relate, in the case of any Series 2006-1 Note redeemed or to be redeemed only in part, to the portion of the principal of such Series 2006-1 Note which has been or is to be redeemed.

           (g) Notice of Redemption. The provisions of Section 3.04 of the Base Indenture shall not apply to the Series 2006-1 Senior Notes. Notice of redemption of Series 2006-1B Subordinate Notes pursuant to this Section 7 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 Base Indenture.

           Section 8. Book-Entry Series 2006-1 Notes.

           (a) Subject to subsection (c) below, the registered Holder of all Series 2006-1 Notes (other than any Individual Notes) shall be the Securities Depository, and the Series 2006-1 Notes (other than any Individual Notes) shall be registered in the name of the nominee for the Securities Depository.

           (b) The Series 2006-1 Notes shall be initially issued in the form of one or more separate, authenticated fully-registered Series 2006-1 Notes for each series thereof in the aggregate Principal Amount of such series. Upon initial issuance, the ownership of each such Series 2006-1 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 2006-1 Notes (other than any Individual Notes) registered in its name for the purposes of (i) payment of the principal or Prepayment Price of and interest on the Series 2006-1 Notes, (ii) selecting the Series 2006-1 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 2006-1 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 2006-1 Notes or any other Person claiming a beneficial ownership interest in the Series 2006-1 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 2006-1 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 2006-1 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 2006-1 Notes (other than any Individual 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 2006-1 Notes (other than any Individual 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 2006-1 Note evidencing the obligation of the Issuer to make payments of principal or Prepayment Price and interest pursuant to this Seventh Supplement. 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 2006-1 Notes (other than any Individual Notes) will be transferable to such new nominee in accordance with subsection (f) of this Section 8.

           (c) The Securities Depository may determine to discontinue providing its services with respect to the Series 2006-1 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 2006-1 Notes as described in the Indenture and in accordance with subsection (f) below. In the event definitive Series 2006-1 Notes are issued, the provisions of the Indenture and this Supplemental Indenture shall apply to such definitive Series 2006-1 Notes in all respects, including, among other things, the transfer and exchange of such Series 2006-1 Notes and the method of payment of principal or Prepayment Price of and interest on such Series 2006-1 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 2006-1 Notes to any Participant having Series 2006-1 Notes credited to its account with the Securities Depository or (ii) to arrange for another securities depository to maintain custody of definitive Series 2006-1 Notes.

           (d) Notwithstanding any other provision of the Indenture to the contrary, so long as any Series 2006-1 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 2006-1 Note and all notices with respect to such Series 2006-1 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 2006-1 Notes is permitted under subsection (b) or (c) of this Section 8, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered Holder thereof of the Series 2006-1 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 2006-1 Notes are issued to Holders other than the nominee of the Securities Depository, or another securities depository as Holder of all the Series 2006-1 Notes, the provisions of the Indenture shall also apply to, among other things, the printing of such definitive Series 2006-1 Notes and the methods of payment of principal or Prepayment Price of and interest on such Series 2006-1 Notes.

           Section 9. Limitation on Fees.

           (a) For so long as any Series 2006-1 Notes shall be Outstanding, the Issuer covenants and agrees that the Note Fees with respect to the Series 2006-1 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 Verification Agent, the Back-up Administrator and the Eligible Lender Trustee 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, plus (d) the remarketing fees payable pursuant to the Remarketing Agreement, 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 2006-1 Notes, unless a Rating Agency Condition is satisfied with respect to any such excess amount.

           Section 10. 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 107% and the Subordinate Asset Percentage is at least equal to 100.5% 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 107% and the Subordinate Asset Percentage is at least equal to 100.5% and (B) the Aggregate Value of assets held under the Indenture, less the principal amount of all Notes Outstanding will exceed $5,000,000 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 payments due to a Swap Counterparty with respect to Senior Swap Agreements and all accrued fees with respect to Senior Credit Enhancement Facilities is equal to at least 105% of the principal amount of all Senior Notes Outstanding plus 100% 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 payments due to a Swap Counterparty under a Swap Agreement (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 101.5% of the principal amount of all Notes Outstanding plus 100% 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 $5,000,000 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 acquired by the Issuer with the proceeds of the Series 2006-1 Notes exceed 4% of the Principal Balance of such Eligible Loans.

           (b) For purposes of making the deposits required by Section 4.06(a) of the Base Indenture with respect to the Series 2006-1 Notes, for any Interest Period for which the actual Applicable Interest Rate with respect to a series of Series 2006-1 Notes is not known on the Monthly Calculation Date, such series of Series 2006-1 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.

           (d) So long as the Series 2003-2 Notes, the Series 2004-1 LIBOR Rate Notes, the Series 2005-1 LIBOR Rate Notes or the Series 2006-1 LIBOR Rate Notes are Outstanding, the Issuer shall not:

           (i) redeem any Subordinate Notes or Junior Subordinate Notes;

           (ii) direct the Trustee to sell Student Loans financed with moneys in the Acquisition Fund pursuant to clause (b) of the seventh paragraph of Section 4.02 of the Base Indenture unless the proceeds of such sale are deposited into the Retirement Account to provide the payment of principal of a series of Notes on its Stated Maturity; or

           (iii) invest money pursuant to Section 4.12 of the Base Indenture directly in Investment Securities consisting of commercial paper issued by an entity that has provided affiliates of the Issuer with financing for Student Loans that are part of the Trust Estate.

           Section 11. Mandatory Redemption of or Distributions of Principal With Respect to Notes.

           (a) For purposes of Section 3.03 of the Base Indenture and subject to the provisions of Section 3.02 of the Base Indenture, if less than all Outstanding Series 2006-1 Notes are to be redeemed, the particular series from which Series 2006-1 Notes shall be redeemed will be determined pursuant to Section 7 hereof.

           (b) For purposes of Section 3.03 of the Base 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 2006-1 Notes, or shall be allocated between such series of Notes and the Series 2006-1 Notes in any other manner. Notwithstanding Section 3.03 of the Base Indenture, so long as any Series 2006-1 Notes are Outstanding, the Issuer covenants that it will not make any payments pursuant to Section 4.05(k) of the Base Indenture.

           Section 12. List of Non-Business Days. The Trustee shall provide to the Auction Agent on the 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 13. Certain Findings, Determinations and Designations. The Issuer hereby finds and determines as follows:

           (a) This Seventh 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 2006-1A-1 Senior Notes, the Series 2006-1A-2 Senior Notes, the Series 2006-1A-3 Senior Notes, the Series 2006-1A-4 Senior Notes, the Series 2006-1A-5 Senior Notes, the Series 2006-1A-6 Senior Notes, the Series 2006-1A-IO Senior Notes, the Series 2006-1A-7A Senior Notes and the Series 2006-1A-7B 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 Notes previously issued pursuant to the terms of the Indenture, and the Series 2006-1B 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 2006-1 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 14. Conditions Precedent. Each series of Series 2006-1 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 Base Indenture.

           Section 15. [Reserved]

           Section 16. Notices to the Eligible Lender Trustee and the Trustee. In accordance with Section 10.04 of the Base Indenture, all notices, certificates and communications to the Eligible Lender Trustee and the Trustee shall be addressed as follows:

To the Eligible
Lender Trustee: Deutsche Bank Trust Company Americas
60 Wall Street
MS NYC 60-2606
New York, NY 10005-2858
Attention: Corporate Trust & Agency Services

To the Trustee: Deutsche Bank Trust Company Americas
60 Wall Street
MS NYC 60-2606
New York, NY 10005-2858
Attention: Corporate Trust & Agency Services

           Section 17. Governing Law. This Seventh 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 18. 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 Seventh Supplement.

           Section 19. Severability. If any provision of this Seventh 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 Seventh Supplement contained shall not affect the remaining portions of this Seventh Supplement or part thereof.

           Section 20. Counterparts; Facsimile. This Seventh 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 Seventh Supplement by facsimile shall be equally as effective as delivery of an original executed counterpart of this Seventh Supplement. Any party delivering an executed counterpart of this Seventh Supplement by facsimile shall also deliver an original executed counterpart of this Seventh Supplement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Seventh Supplement.

           Section 21. Effect of Seventh Supplement. Upon the execution and delivery of this Seventh Supplement, the Indenture shall be supplemented in accordance herewith, and this Seventh 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 22. Rights, Privileges and Immunities of Trustee. The rights, privileges and immunities afforded the Trustee in Article VII of the Base Indenture shall apply to this Seventh Supplement as if fully set forth herein.

           Section 23. Transfer Restrictions. Each person who is or who becomes a Beneficial Owner of a Series 2006-1 Reset Rate Note shall be deemed by the acceptance or acquisition of such beneficial ownership interest to have agreed to be bound by the provisions of this Section. No beneficial ownership interest in a Series 2006-1 Reset Rate Note may be transferred, unless the proposed transferee shall have delivered to the Issuer and the Trustee either (i) evidence satisfactory to them that such Series 2006-1 Reset Rate Note has been registered under the Securities Act and has been registered or qualified under all applicable state securities laws to the reasonable satisfaction of the Issuer or (ii) an express agreement substantially in the Form of Transferee's Representation Letter and Affidavit attached as Exhibit I-1 or Exhibit I-2 hereto by the proposed transferee to be bound by and to abide by the provisions of this Section and the restrictions noted in the Investment Letter; provided that compliance with the provisions of subparagraphs (i) and (ii) of this Section shall not be required if the proposed transferee is listed in the latest available S&P Rule 144A list of Qualified Institutional Buyers or other industry recognized subscriber services listing Qualified Institutional Buyers.

           The Issuer will, upon the request of any Beneficial Owner of any Series 2006-1 Reset Rate Note, which Beneficial Owner is a qualified institutional buyer, provide such Beneficial Owner, and any qualified institutional buyer designated by such Beneficial Owner, such financial and other information as such Beneficial Owner may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Series 2006-1 Reset Rate Notes, except at such time as the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. For the purposes of this paragraph, the term "qualified institutional buyer" shall have the meaning specified in Rule 144A under the Securities Act.

           (i) Subject to this Section 23, so long as a Global Note remains outstanding and is held by or on behalf of the Securities Depository, transfers of beneficial interests in the Global Note, or transfers by holders of Individual Notes to transferees that take delivery in the form of beneficial interests in the Global Note, may be made only in accordance with this Section 23(i) and in accordance with the rules of the Securities Depository.

           (A) Rule 144A Global Note to Regulation S Global Note During the Restricted Period. If, during the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such Beneficial Owner may, in addition to complying with all applicable rules and procedures of the Securities Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the "Applicable Procedures"), transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note only upon compliance with the provisions of this Section 23(i)(A). Upon receipt by the Note Registrar at its Principal Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Note Registrar to credit or cause to be credited to another specified Participant's account a beneficial interest in the Regulation S Global Note in an amount equal to the denomination of the beneficial interest in the Rule 144A Global Note to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit J hereto given by the Beneficial Owner that is transferring such interest, the Note Registrar shall instruct the Securities Depository to reduce the denomination of the Rule 144A Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred and, concurrently with such reduction, to increase the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note having a denomination equal to the amount by which the denomination of the Rule 144A Global Note was reduced upon such transfer.

           (B) Rule 144A Global Note to Regulation S Global Note After the Restricted Period. If, after the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Global Note only upon compliance with the provisions of this Section 23 (i)(B). Upon receipt by the Note Registrar at its Principal Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Note Registrar to credit or cause to be credited to another specified Participant's account a beneficial interest in the Regulation S Global Note in an amount equal to the denomination of the beneficial interest in the Rule 144A Global Note to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Beneficial Owner that is transferring such interest, the Note Registrar shall instruct the Securities Depository to reduce the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so transferred and, concurrently with such reduction, to increase the denomination of the Regulation S Global Note by the aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note having a denomination equal to the amount by which the denomination of the Rule 144A Global Note was reduced upon such transfer.

           (C) Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an interest in a Regulation S Global Note wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Note, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note only upon compliance with the provisions of this Section 23(i)(C). Upon receipt by the Note Registrar at its Corporate Issuer Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Note Registrar to credit or cause to be credited to another specified Participant's account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant to be credited with, and the account of the Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of Exhibit L hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification in the form of Exhibit F-2 hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the Securities Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note having a denomination equal to the amount by which the denomination of the Regulation S Global Note was reduced upon such transfer.

           (D) Transfers Within Regulation S Global Notes During Restricted Period. If, during the Restricted Period, the Beneficial Owner of an interest in a Regulation S Global Note wishes at any time to transfer its beneficial interest in such Note to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note, such Beneficial Owner may transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Note only upon compliance with the provisions of this Section 23(i)(D) and all Applicable Procedures. Upon receipt by the Note Registrar at its Corporate Issuer Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Note Registrar to credit or cause to be credited to another specified Participant's account a beneficial interest in such Regulation S Global Note in an amount equal to the denomination of the beneficial interest to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant to be credited with, and the account of the Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (3) a certificate in the form of Exhibit M hereto given by the transferee, the Note Registrar shall instruct the Securities Depository to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note having a denomination equal to the amount specified in such instructions by which the account to be debited was reduced upon such transfer. The Note Registrar shall not be required to monitor compliance by Beneficial Owners of the provisions of this Section 23(i)(D).

           (ii) Transfers of Global Notes to Individual Notes. Any and all transfers from a Global Note to a transferee wishing to take delivery in the form of an Individual Note will require the transferee to take delivery subject to the restrictions on the transfer of such Individual Note described on the face of such Individual Note, and such transferee agrees that it will transfer such Individual Note only as provided therein and herein. No such transfer shall be made and the Note Registrar shall not register any such transfer unless such transfer is made in accordance with this Section 23(ii).

           (A) Transfers of a beneficial interest in a Global Note to an Institutional Accredited Investor will require delivery of such Series 2006-1 Reset Rate Note to the transferee in the form of an Individual Note and the Note Registrar shall register such transfer only if prior to the transfer such transferee furnishes to the Note Registrar (1) a Transferee Letter to the effect that the transfer is being made to an Institutional Accredited Investor in accordance with an applicable exemption under the Securities Act and other applicable laws, and (2) an opinion of counsel acceptable to the Note Registrar that such transfer is in compliance with the Securities Act.

           (B) Transfers of a beneficial interest in a Global Note to a Qualified Institutional Buyer or a Regulation S Investor wishing to take delivery in the form of an Individual Note will be registered by the Note Registrar only upon compliance with the provisions of this Section 23 and if the Note Registrar is provided with a Rule 144A Certification or a Regulation S Transfer Certificate, as applicable.

           (C) Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Note to an Individual Note shall be made prior to the expiration of the Restricted Period. Upon acceptance for exchange or transfer of a beneficial interest in a Global Note for an Individual Note, as provided herein, the Note Registrar shall endorse on the schedule affixed to the related Global Note (or on a continuation of such schedule affixed to such Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Note equal to the denomination of such Individual Note issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Issuer Administrator in accordance with applicable law, an Individual Note issued upon transfer of or exchange for a beneficial interest in the Global Note shall bear the Securities Legend.

           (iii) Transfers of Individual Note to the Global Notes. If a Holder of an Individual Note wishes at any time to transfer such Series 2006-1 Reset Rate Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Note or the related Rule 144A Global Note, such transfer may be effected only in accordance with the Applicable Procedures, and this Section 23(iii). Upon receipt by the Note Registrar at the Corporate Issuer Office of (1) the Individual Note to be transferred with an assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from a Participant directing the Note Registrar to credit or cause to be credited to another specified Participant's account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the denomination of the Individual Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note, a Regulation S Transfer Certificate from the transferor or (y) a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Individual Note, the Issuer shall execute and the Note Registrar shall authenticate and deliver a new Individual Note for the denomination of the Individual Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct the Securities Depository to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the denomination of the Individual Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Restricted Period, shall be a Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding denomination of the Rule 144A Global Note or the Regulation S Global Note, as the case may be.

It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note.

           (iv) An exchange of a beneficial interest in a Global Note for an Individual Note or Notes, an exchange of an Individual Note or Notes for a beneficial interest in a Global Note and an exchange of an Individual Note or Notes for another Individual Note or Notes (in each case, whether or not such exchange is made in anticipation of subsequent transfer, and in the case of the Global Notes, so long as the Global Notes remain outstanding and are held by or on behalf of the Securities Depository), may be made only in accordance with this Section 23 and in accordance with the rules of the Securities Depository and Applicable Procedures.

           (v) (A) Upon acceptance for exchange or transfer of an Individual Note for a beneficial interest in the Global Note as provided herein, the Note Registrar shall cancel such Individual Note and shall (or shall request the Securities Depository to) endorse on the schedule affixed to the applicable Global Note (or on a continuation of such schedule affixed to the Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and an increase in the denomination of the Global Note equal to the denomination of such Individual Note exchanged or transferred therefor.

           (B) Upon acceptance for exchange or transfer of a beneficial interest in the Global Note for an Individual Note as provided herein, the Note Registrar shall (or shall request the Securities Depository to) endorse on the schedule affixed to the Global Note (or on a continuation of such schedule affixed to the Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of the Global Note equal to the denomination of such Individual Note issued in exchange therefor or upon transfer thereof.

The Securities Legend shall be placed on any Individual Note issued in exchange for or upon transfer of another Individual Note or of a beneficial interest in the Global Note.

           (vi) An exchange of a beneficial interest in a Global Note for an Individual Note or Notes, an exchange of an Individual Note or Notes for a beneficial interest in a Global Note and an exchange of an Individual Note or Notes for another Individual Note or Notes (in each case, whether or not such exchange is made in anticipation of subsequent transfer, and in the case of the Global Notes, so long as the Global Notes remain outstanding and are held by or on behalf of the Securities Depository), may be made only in accordance with this Section 23 and in accordance with the rules of the Securities Depository and Applicable Procedures.

           (vii) (A) Upon acceptance for exchange or transfer of an Individual Note for a beneficial interest in the Global Note as provided herein, the Note Registrar shall cancel such Individual Note and shall (or shall request the Securities Depository to) endorse on the schedule affixed to the applicable Global Note (or on a continuation of such schedule affixed to the Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and an increase in the Note balance of the Global Note equal to the Note balance of such Individual Note exchanged or transferred therefor.

           (B) Upon acceptance for exchange or transfer of a beneficial interest in the Global Note for an Individual Note as provided herein, the Note Registrar shall (or shall request the Securities Depository to) endorse on the schedule affixed to the Global Note (or on a continuation of such schedule affixed to the Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in denomination balance of the Global Note equal to the denomination of such Individual Note issued in exchange therefor or upon transfer thereof.

           (viii) The Securities Legend shall be placed on any Individual Note issued in exchange for or upon transfer of another Individual Note or of a beneficial interest in the Global Note.

           (ix) Every Series 2006-1 Reset Rate Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar, duly executed by the Holder or his attorney duly authorized in writing. Each Series 2006-1 Reset Rate Note surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee (or the Note Registrar on behalf of the Trustee) in accordance with its customary practice.

           (x) Neither the Trustee nor the Note Registrar shall be responsible for determining compliance with the restrictions on transfer in this Seventh Supplement provided it receives the documents referred to above in this Section 23.

           (xi) The Holder (and Beneficial Owner) of a Series 2006-1 Reset Rate Note effecting transfer thereof shall be deemed to indemnify each of the Trustee, the Note Registrar and the Paying Agent, as applicable, each in its individual and fiduciary capacities, the Depositor, the Issuer Administrator and the Holders of any Series 2006-1 Reset Rate Notes against any liability that may result if the transfer is not exempt from the registration requirements of the Securities Act. Each Holder of a Series 2006-1 Reset Rate Note (and each Beneficial Owner) shall be deemed by its acceptance and holding of its Series 2006-1 Reset Rate Note to agree that none of the Depositor, the Trustee, the Note Registrar, the Paying Agent is under an obligation to register the Series 2006-1 Reset Rate Note under the Securities Act or any other securities law.

           (xii) Any transfer of a Series 2006-1 Reset Rate Note in violation of this Section 23 (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a nonresident alien or a foreign corporation shall be deemed to be of no legal force or effect whatsoever and any nonresident alien or foreign corporation shall not be deemed to be a Holder of a Series 2006-1 Reset Rate Note for any purpose hereunder.

           (xiii) A Person which becomes the Beneficial Owner of a Global Note shall be deemed to make the representations set forth in Exhibit F-1 or F-2, as applicable, to the Issuer, the Trustee, the Paying Agent, the Note Registrar and the other Noteholders.

           No offer, sale, transfer or other disposition (including pledge) of a Series 2006-1 Reset Rate Note shall be made to any Person which is, or is purchasing for or on behalf of, (1) an employee benefit plan, retirement arrangement, individual retirement account or Keogh plan subject to either Title I of ERISA or Section 4975 of the Code, as amended, or (2) an entity (including an insurance company general account) whose underlying assets include plan assets by reason of any such plan's arrangements or account's investment in any such entity.

[Execution Pages Follow]

           IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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: /s/ Joann A. Rozell                                            

Name: Joann A. Rozell                                            

Title: Assistant Vice President                                 

           IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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.

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By: /s/ Louis Bodi                                            

Name: Louis Bodi                                            

Title: Vice President                                     

By: /s/ Eva Aryeetey                                            

Name: Eva Aryeetey                                            

Title: Assistant Vice President               

SCHEDULE I

TARGETED BALANCE SCHEDULE
SERIES 2006-1 SENIOR NOTES

Quarterly Distribution Date	Series 2006-1A-1 Senior Notes Targeted Balance		Series 2006-1A-2 Senior Notes Targeted Balance		Series 2006-1A-3 Senior Notes Targeted Balance		Series 2006-1A-4 Senior Notes Targeted Balance		Series 2006-1A-5 Senior Notes Targeted Balance		Series 2006-1A-6 Senior Notes Targeted Balance
Closing Date	$	100,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2006	$	100,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2006	$	100,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2007	$	100,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2007	$	100,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2007	$	60,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2007	$	25,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2008	$	15,000,000	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2008	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2008	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2008	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2009	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2009	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2009	$	0	$	200,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2009	$	0	$	190,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2010	$	0	$	140,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2010	$	0	$	70,000,000	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2010	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2010	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2011	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2011	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2011	$	0	$	0	$	260,000,000	$	15,000,000	$	300,000,000	$	280,000,000
October 25, 2011	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2012	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2012	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2012	$	0	$	0	$	260,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2012	$	0	$	0	$	232,000,000	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2013	$	0	$	0	$	162,000,000	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2013	$	0	$	0	$	92,000,000	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2013	$	0	$	0	$	2,000,000	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2013	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2014	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2014	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2014	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2014	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
January 25, 2015	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
April 25, 2015	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
July 25, 2015	$	0	$	0	$	0	$	195,000,000	$	300,000,000	$	280,000,000
October 25, 2015	$	0	$	0	$	0	$	130,000,000	$	300,000,000	$	280,000,000
January 25, 2016	$	0	$	0	$	0	$	65,000,000	$	300,000,000	$	280,000,000
April 25, 2016	$	0	$	0	$	0	$	0	$	300,000,000	$	280,000,000
July 25, 2016	$	0	$	0	$	0	$	0	$	300,000,000	$	280,000,000
October 25, 2016	$	0	$	0	$	0	$	0	$	300,000,000	$	280,000,000
January 25, 2017	$	0	$	0	$	0	$	0	$	300,000,000	$	280,000,000
April 25, 2017	$	0	$	0	$	0	$	0	$	300,000,000	$	280,000,000
July 25, 2017	$	0	$	0	$	0	$	0	$	284,000,000	$	280,000,000
October 25, 2017	$	0	$	0	$	0	$	0	$	228,000,000	$	280,000,000
January 25, 2018	$	0	$	0	$	0	$	0	$	173,000,000	$	280,000,000
April 25, 2018	$	0	$	0	$	0	$	0	$	118,000,000	$	280,000,000
July 25, 2018	$	0	$	0	$	0	$	0	$	67,000,000	$	280,000,000
October 25, 2018	$	0	$	0	$	0	$	0	$	21,000,000	$	280,000,000
January 25, 2019	$	0	$	0	$	0	$	0	$	0	$	280,000,000
April 25, 2019	$	0	$	0	$	0	$	0	$	0	$	280,000,000
July 25, 2019	$	0	$	0	$	0	$	0	$	0	$	280,000,000
October 25, 2019	$	0	$	0	$	0	$	0	$	0	$	280,000,000
January 25, 2020	$	0	$	0	$	0	$	0	$	0	$	280,000,000
April 25, 2020	$	0	$	0	$	0	$	0	$	0	$	272,000,000
July 25, 2020	$	0	$	0	$	0	$	0	$	0	$	232,000,000
October 25, 2020	$	0	$	0	$	0	$	0	$	0	$	192,000,000
January 25, 2021	$	0	$	0	$	0	$	0	$	0	$	152,000,000
April 25, 2021	$	0	$	0	$	0	$	0	$	0	$	112,000,000
July 25, 2021	$	0	$	0	$	0	$	0	$	0	$	82,000,000
October 25, 2021	$	0	$	0	$	0	$	0	$	0	$	52,000,000
January 25, 2022	$	0	$	0	$	0	$	0	$	0	$	22,000,000

TARGETED BALANCE SCHEDULE
SERIES 2005-1 SENIOR NOTES

Quarterly Distribution Date	Series 2005-1A-1 Senior Notes Targeted Balance		Series 2005-1A-2 Senior Notes Targeted Balance		Series 2005-1A-3 Senior Notes Targeted Balance		Series 2005-1A-4 Senior Notes Targeted Balance		Series 2005-1A-5 Senior Notes Targeted Balance
Original Balance	$	216,000,000	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2007	$	165,000,000	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2008	$	79,000,000	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2008	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2008	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2008	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2009	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2009	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2009	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2009	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2010	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2010	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2010	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2010	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2011	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2011	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2011	$	0	$	393,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2011	$	0	$	328,000,000	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2012	$	0	$	233,000,000	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2012	$	0	$	143,000,000	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2012	$	0	$	53,000,000	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2012	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2013	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2013	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
July 25, 2013	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
October 25, 2013	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
January 25, 2014	$	0	$	0	$	300,000,000	$	214,000,000	$	137,000,000
April 25, 2014	$	0	$	0	$	215,000,000	$	214,000,000	$	137,000,000
July 25, 2014	$	0	$	0	$	135,000,000	$	214,000,000	$	137,000,000
October 25, 2014	$	0	$	0	$	60,000,000	$	214,000,000	$	137,000,000
January 25, 2015	$	0	$	0	$	0	$	214,000,000	$	137,000,000
April 25, 2015	$	0	$	0	$	0	$	214,000,000	$	137,000,000
July 25, 2015	$	0	$	0	$	0	$	214,000,000	$	137,000,000
October 25, 2015	$	0	$	0	$	0	$	214,000,000	$	137,000,000
January 25, 2016	$	0	$	0	$	0	$	214,000,000	$	137,000,000
April 25, 2016	$	0	$	0	$	0	$	214,000,000	$	137,000,000
July 25, 2016	$	0	$	0	$	0	$	154,000,000	$	137,000,000
October 25, 2016	$	0	$	0	$	0	$	95,000,000	$	137,000,000
January 25, 2017	$	0	$	0	$	0	$	40,000,000	$	137,000,000
April 25, 2017	$	0	$	0	$	0	$	0	$	137,000,000
July 25, 2017	$	0	$	0	$	0	$	0	$	137,000,000
October 25, 2017	$	0	$	0	$	0	$	0	$	137,000,000
January 25, 2018	$	0	$	0	$	0	$	0	$	137,000,000
April 25, 2018	$	0	$	0	$	0	$	0	$	137,000,000
July 25, 2018	$	0	$	0	$	0	$	0	$	137,000,000
October 25, 2018	$	0	$	0	$	0	$	0	$	137,000,000
January 25, 2019	$	0	$	0	$	0	$	0	$	137,000,000
April 25, 2019	$	0	$	0	$	0	$	0	$	137,000,000
July 25, 2019	$	0	$	0	$	0	$	0	$	95,000,000
October 25, 2019	$	0	$	0	$	0	$	0	$	54,000,000
January 25, 2020	$	0	$	0	$	0	$	0	$	14,000,000
April 25, 2020	$	0	$	0	$	0	$	0	$	0

TARGETED BALANCE SCHEDULE
SERIES 2003-2 SENIOR NOTES

Quarterly Distribution Date	Series 2003-2A-2 Senior Notes Targeted Balance	Series 2003-2A-3 Senior Notes Targeted Balance
Original Balance	$646,800,000	$308,200,000
April 25, 2006	$430,900,000	$308,200,000
July 25, 2006	$349,700,000	$308,200,000
October 25, 2006	$268,600,000	$308,200,000
January 25, 2007	$186,800,000	$308,200,000
April 25, 2007	$103,600,000	$308,200,000
July 25, 2007	$  25,000,000	$308,200,000
October 25, 2007	$                  0	$297,600,000
January 25, 2008	$                  0	$272,600,000
April 25, 2008	$                  0	$239,300,000
July 25, 2008	$                  0	$179,300,000
October 25, 2008	$                  0	$114,300,000
January 25, 2009	$                  0	$  52,300,000
April 25, 2009	$                  0	$                  0

ANNEX I

CERTAIN TERMS AND PROVISIONS OF
THE AUCTION RATE NOTES

ARTICLE I

DEFINITIONS

           "All Hold Rate" on any date of determination, means 90% of the Applicable LIBOR-Based Rate, provided that in no event shall the applicable All Hold Rate be greater than the Maximum Rate.

           "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 Section 3.04(a) of the Auction Agent Agreement.

           "Auction Agent Fee Rate" shall have the meaning ascribed to such term in Section 1.02 of the Auction Agent Agreement.

           "Auction Date" means, initially, with respect to the Series 2006-1B Subordinate Notes, May 19, 2006; provided, that if the initial Auction Date is not a Business Day, the initial Auction Date shall be the Business Day immediately preceding the date so listed. Thereafter, with respect to the Series 2006-1 Auction Rate Notes, the Auction Date means the Business Day immediately preceding the first day of each Auction Period, other than:

           (a) an Auction Period commencing after the ownership of the Series 2006-1 Auction Rate Notes 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 2.02(h) of this Annex I.

           "Auction Period" means the Interest Period applicable to the Series 2006-1 Auction Rate Notes.

           "Auction Period Adjustment" means an adjustment to the Auction Period as provided in Section 2.02(g) of this Annex I.

           "Auction Procedures" means the procedures set forth in Section 2.02 and Section 2.03 of this Annex I 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 2.02(a)(iii)(B) of this Annex I.

           "Available Series 2006-1 Auction Rate Notes" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(1) of this Annex I.

           "Bid" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex I.

           "Bidder" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex I.

           "Broker-Dealer" means with respect to the Series 2006-1 Auction Rate Notes (a) initially, Goldman, Sachs & Co. and (b) 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 2006-1 Auction Rate Notes by the Issuer pursuant to Section 2.02(d) of this Annex I 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 April 1, 2006, between Deutsche Bank Trust Company Americas, as Auction Agent, and Goldman, Sachs & Co., as Broker-Dealer.

           "Broker-Dealer Fee" shall have the meaning ascribed to such term in Section 3.05 of the Auction Agent Agreement.

           "Broker-Dealer Fee Rate" shall have the meaning ascribed to such term in Section 1.02 of the Broker- Dealer Agreement.

           "Carry-Over Amount" means the excess, if any, of (a) the amount of interest on a Series 2006-1 Auction Rate 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 2006-1 Auction Rate Note actually accrued with respect to such Series 2006-1 Auction Rate 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 the Seventh Supplement, in the Indenture, and in the Series 2006-1 Auction Rate Notes shall not include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount.

           "Eligible Carry-Over Make-Up Amount" means, with respect to each Interest Period relating to a series of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes.

           "Existing Holder Registry" means the registry of Persons who are owners of the Series 2006-1 Auction Rate Notes, maintained by the Auction Agent as provided in the Auction Agent Agreement.

           "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

           "Hold Order" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) hereof.

           "Initial Auction Agent" means Deutsche Bank Trust Company Americas, a New York 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 April 1, 2006, by and among the Issuer, the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto.

           "Initial Interest Period" means, for the Series 2006-1 Auction Rate 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 the Series 2006-1B Subordinate Notes, [__]% per annum.

           "Initial Interest Rate Adjustment Date" means for the Series 2006-1 Auction Rate Notes, the date set forth below (or, if such date is not a Business Day, the following Business Day):

Series Initial Interest Rate
Adjustment Date

Series 2006-1B May 22, 2006

           "Interest Payment Date" means (a) each regularly scheduled interest payment date on the Series 2006-1 Auction Rate Notes, which 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 semi-annual (as determined by the Broker-Dealer for the Series 2006-1 Auction Rate Notes) 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 2006-1 Auction Rate 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 the Series 2006-1 Auction Rate Notes, (i) initially, the Initial Interest Period for such series; and (ii) following the Initial Interest Period, each successive period of generally 28 days, commencing on the first Business Day following the Series Auction Date, and ending on (and including) the 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 2.02(g) of this Annex I, each Interest Period shall commence on an Interest Payment Date and end on but shall exclude the next succeeding Interest Payment Date, provided, however, if the duration of the Interest Period is one year or longer, then the Interest Period shall commence on an Interest Payment Date and end on but shall exclude the final Interest Payment Date for such Interest Period. 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 2006-1 Auction Rate Notes is effective, which for each series of Series 2006-1 Auction Rate Notes shall be the date of commencement of each Auction Period for such series.

           "Interest Rate Determination Date" means for each series of Series 2006-1 Auction Rate 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 Goldman, Sachs & Co., or with respect to the Series 2006-1 Auction Rate Notes, any successor in such capacity hereunder.

           "Market Agent Agreement" means that certain market agent agreement relating to the Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes which, when taken together with the interest rate on the Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 1.20% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2006-1 Auction Rate Notes are "Aa3" or "AA-" or better), (b) not being in excess (on a per annum basis) of the Ninety-One Day United States Treasury Bill Rate plus 1.50% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2006-1 Auction Rate Notes is less than "Aa3" or "AA-" but both are at least any category of "A"), or (c) not being in excess (on a per annum basis) of the average of Ninety-One Day United States Treasury Bill Rate plus 1.75% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2006-1 Auction Rate Notes is less than the lowest category of "A"); provided, however, that if the Series 2006-1 Auction Rate Notes have not been Outstanding for at least such one-year period then for any portion of such period during which such Series 2006-1 Auction Rate Notes were not Outstanding, the interest rates on the Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes rated "Aaa" and "AAA" by Moody's & S&P, respectively, the Maximum Auction Rate shall not exceed the Applicable LIBOR-Based Rate plus 1.50%; 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 2006-1 Auction Rate Notes that such change will not in and of itself result in a reduction of the rating on any Series 2006-1 Auction Rate 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) 17% per annum or (b) the highest rate the Issuer may legally pay, from time to time, as interest on the Series 2006-1 Auction Rate 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 Guarantee Agency is required to pay under the applicable Guarantee Agreement or (2) are payable only by a Guarantee Agency 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 payments due to a Swap Counterparty under a Swap Agreement; 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes for which the Net Loan Rate Trigger Date has occurred, the first day of an Auction Period which immediately follows three consecutive Auction Dates for such series of the Series 2006-1 Auction Rate 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) 1.0%.

           "Net Loan Rate Trigger Date" means, for a series of Series 2006-1 Auction Rate Notes, the first day of an Auction Period which immediately follows six consecutive Auction Dates for such series of the Series 2006-1 Auction Rate 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) 1.0%.

           "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) 150 basis points and (b) the Maximum Interest Rate.

           "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 2.02(a)(i)(A) hereof.

           "Payment Default" means, with respect to the series of Series 2006-1 Auction Rate Notes, (a) a default in the due and punctual payment of any installment of interest on the 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 2006-1 Auction Rate Notes 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 2006-1 Auction Rate Notes (or, in the case of an Existing Holder thereof, an additional Principal Amount of Series 2006-1 Auction Rate Notes).

           "Regular Record Date" means, with respect to any series of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes is payable semiannually, one Business Day prior to each Interest Payment Date.

           "Sell Order" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex I.

           "Series Auction Date" means Wednesday with respect to the Series 2006-1B Subordinate Notes (or if such day is not a Business Day, the next preceding Business Day).

           "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 2.02(a)(iii)(A) of this Annex I.

           "Submitted Hold Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex I.

           "Submitted Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex I.

           "Submitted Sell Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex I.

           "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 2.02(e) of this Annex I agrees with the Trustee and the Issuer to perform the duties of the Auction Agent under the Seventh Supplement.

           "Sufficient Bids" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(2) of this Annex I.

           "Winning Bid Rate" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(3) of this Annex I.

ARTICLE II

TERMS AND ISSUANCE

           Section 2.01 Interest Payable On Series 2006-1 Auction Rate Notes. During the Initial Interest Period, the Series 2006-1 Auction Rate Notes shall bear interest at the Initial Interest Rate. Thereafter, except with respect to an Auction Period Adjustment, the Series 2006-1 Auction Rate 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 2.01 and Sections 2.02 through 2.03 of this Annex I.

           The Applicable Interest Rate to be borne by the Series 2006-1 Auction Rate 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 the Series 2006-1 Auction Rate Notes at all times (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 (unless the duration of the Interest Period is one year or longer, then the Interest Period therefor shall commence on an Interest Payment Date and end on but exclude the final Interest Payment Date for such Interest Period); 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 Business 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 2006-1 Auction Rate 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 8 of the Seventh Supplement 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 2006-1 Auction Rate 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 2.02(a)(iii)(B) of this Annex I, the Auction Agent shall promptly give written notice to the Trustee and the Issuer of each Auction Rate (unless the Applicable Interest Rate is the Non-Payment Rate or the ownership of such series is no longer maintained in Book-Entry Form except as provided above) applicable to each series of the Series 2006-1 Auction Rate Notes. The Trustee shall notify the Holders of Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2.02(c) of this Annex I 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes at the Auction Rate over the amount of interest actually accrued at the Maximum Rate will accrue as the Carry-Over Amount. 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 the Seventh Supplement, the Indenture and the Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2006-1 Auction Rate Note has been redeemed under the Indenture (after which all accrued Carry-Over Amount with respect to such Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2006-1 Auction Rate 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 4.06 of the Base 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 2006-1 Auction Rate Note which is unpaid as of the Maturity of such Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2006-1 Auction Rate Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such Series 2006-1 Auction Rate Note of the Carry-Over Amount remaining unpaid on such Series 2006-1 Auction Rate Note.

           The Interest Payment Date on which any Carry-Over Amount (or any interest accrued thereon) for a series of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes on an Interest Payment Date.

           Section 2.02 Auction Rate.

           (a) Determining the Applicable Interest Rate. By purchasing Series 2006-1 Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Series 2006-1 Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (i) to participate in Auctions on the terms described herein; (ii) to have its beneficial ownership of the Series 2006-1 Auction Rate 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; (iii) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request; (iv) that a Sell Order placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of the Series 2006-1 Auction Rate Notes specified in such Sell Order; (v) 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 2006-1 Auction Rate 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 (vi) 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 2006-1 Auction Rate Notes of such series only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 2006-1 Auction Rate 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 the Series 2006-1 Auction Rate Notes):

           (i) Submission by Existing Holders and Potential Holders to a Broker-Dealer.

           (A) Prior to the Submission Deadline on each Auction Date:

           (1) each Existing Holder of Series 2006-1 Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to:

           (a) the Principal Amount of Outstanding Series 2006-1 Auction Rate 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;

           (b) the Principal Amount of Outstanding Series 2006-1 Auction Rate 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

           (c) the Principal Amount of Outstanding Series 2006-1 Auction Rate 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

           (2) one or more Broker-Dealers may contact Potential Holders to determine the Principal Amount of Series 2006-1 Auction Rate 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 (1) or (2) of this paragraph (A) 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 (1)(a) is herein referred to as a "Hold Order"; an Order described in clauses (1)(b) and (2) is herein referred to as a "Bid"; and an Order described in clause (1)(a) is herein referred to as a "Sell Order."

           (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Annex I, a Bid by an Existing Holder shall constitute an irrevocable offer to sell:

           (a) the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes specified in such Bid if the Auction Rate determined as provided in this Section 2.02 shall be less than the rate specified therein; or

           (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2006-1 Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Annex I, if the Auction Rate determined as provided in this Section 2.02(a)(i) shall be equal to the rate specified therein; or

           (c) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2006-1 Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Annex I, if the rate specified therein shall be higher than the Maximum Rate and Sufficient Bids have not been made.

           (2) Subject to the provisions of Section 2.02(a)(ii) of this Annex I, a Sell Order by an Existing Holder shall constitute an irrevocable offer to sell:

           (a) the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes specified in such Sell Order; or

           (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2006-1 Auction Rate Notes determined as set forth in Section 2.02(a)(iv)(B)(3) of this Annex I, if Sufficient Bids have not been made.

           (3) Subject to the provisions of Section 2.02(a)(ii) of this Annex I, a Bid by a Potential Holder shall constitute an irrevocable offer to purchase:

           (a) the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes specified in such Bid if the Auction Rate determined as provided in this Section 2.02 shall be higher than the rate specified in such Bid; or

           (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2006-1 Auction Rate Notes determined as set forth in Section 2.02(a)(iv)(A)(5) of this Annex I, if the Auction Rate determined as provided in this Section 2.02(a)(i) shall be equal to the rate specified in such Bid.

           (ii) Submission by Broker-Dealer to the Auction Agent.

           (A) 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:

           (1) the name of the Bidder placing such Order;

           (2) the aggregate Principal Amount of Series 2006-1 Auction Rate Notes that are the subject of such Order;

           (3) to the extent that such Bidder is an Existing Holder:

           (a) the Principal Amount of Series 2006-1 Auction Rate Notes, if any, subject to any Hold Order placed by such Existing Holder;

           (b) the Principal Amount of Series 2006-1 Auction Rate Notes, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and

           (c) the Principal Amount of Series 2006-1 Auction Rate Notes, if any, subject to any Sell Order placed by such Existing Holder; and

           (4) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid.

           (B) 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%.

           (C) If an Order or Orders covering all Outstanding Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes owned by such Existing Holder and not subject to an Order submitted to the Auction Agent.

           (D) 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.

           (E) 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 2006-1 Auction Rate Notes owned by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority:

           (1) All Hold Orders shall be considered valid, but only up to the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes held by such Existing Holder, and if the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to such Hold Orders exceeds the aggregate Principal Amount of Series 2006-1 Auction Rate Notes held by such Existing Holder, the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to each such Hold Order shall be reduced pro rata so that the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to such Hold Order equals the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes owned by such Existing Holder.

           (2) (a) any Bid shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes owned by such Existing Holder over the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to any Hold Order referred to in clause (1) of this paragraph (E);

           (b) subject to subclause (a) of this clause (2), 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes subject to each Bid with the same rate shall be reduced pro rata to cover the stated amount of Outstanding Series 2006-1 Auction Rate Notes equal to such excess;

           (c) subject to subclauses (a) and (b) of this clause (2), 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

           (d) in any such event, the amount of Outstanding Series 2006-1 Auction Rate 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

           (3) All Sell Orders shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes held by such Existing Holder over the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to valid Hold Orders referred to in clause (1) of this paragraph (E) and valid Bids referred to in clause (2) of this paragraph (E).

           (F) If more than one Bid for Series 2006-1 Auction Rate 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.

           (G) Any Bid or Sell Order submitted by an Existing Holder covering an aggregate Principal Amount of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes not equal to an Authorized Denomination shall be rejected.

           (H) 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.

           (I) An Existing Holder that offers to purchase additional Series 2006-1 Auction Rate Notes is, for purposes of such offer, treated as a Potential Holder.

           (J) Any Bid specifying a rate higher than the Maximum Interest Rate will (i) be treated as a Sell Order if submitted by an Existing Holder and (ii) not be accepted if submitted by a Potential Holder.

           (iii) Determination of Sufficient Bids, Auction Rate and Winning Bid Rate.

           (A) 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:

           (1) the excess of the total Principal Amount of Outstanding Series 2006-1 Auction Rate Notes over the sum of the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to Submitted Hold Orders (such excess being herein referred to as the "Available Series 2006-1 Auction Rate Notes"), and

           (2) from the Submitted Orders whether:

           (a) the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate 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:

           (b) the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Interest Rate, and

           (c) the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to Submitted Sell Orders;

(in the event such excess or such equality exists, other than because all of the Outstanding Series 2006-1 Auction Rate Notes are subject to Submitted Hold Orders, such Submitted Bids described in subclause (a) above shall be referred to collectively as "Sufficient Bids"); and

           (3) if Sufficient Bids exist, the Winning Bid Rate, which shall be the lowest rate specified in such Submitted Bids such that if:

           (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 2006-1 Auction Rate Notes subject to such Submitted Bids); and

           (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 (a) above would continue to own an aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes which, when added to the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes to be purchased by such Potential Holders described in subclause (b) above, would equal not less than the Available Series 2006-1 Auction Rate Notes.

           (B) Promptly after the Auction Agent has made the determinations pursuant to Section 2.02(a)(iii)(A) 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:

           (1) if Sufficient Bids exist, that the Auction Rate for the next succeeding Interest Period shall be equal to the Winning Bid Rate so determined;

           (2) if Sufficient Bids do not exist (other than because all of the Outstanding Series 2006-1 Auction Rate 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

           (3) if all Outstanding Series 2006-1 Auction Rate 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.

           (C) 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 2006-1 Auction Rate 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 (B) of Section 2.02(a)(iv) hereof.

           (iv) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders. Existing Holders shall continue to own the Principal Amount of Series 2006-1 Auction Rate Notes that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 2.02(a)(iii)(A) hereof, Submitted Bids and Submitted Sell Orders shall be accepted or rejected, and the Auction Agent shall take such other action as described below:

           (A) if Sufficient Bids have been made, all Submitted Sell Orders shall be accepted and, subject to the provisions of paragraphs (D) and (E) of this Section 2.02(a)(iv), Submitted Bids shall be accepted or rejected as follows in the following order of priority, and all other Submitted Bids shall be rejected:

           (1) 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 2006-1 Auction Rate Notes subject to such Submitted Bids;

           (2) 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 2006-1 Auction Rate Notes subject to such Submitted Bids;

           (3) 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 2006-1 Auction Rate Notes subject to such Submitted Bid;

           (4) 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 2006-1 Auction Rate Notes subject to such Submitted Bid, unless the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to all such Submitted Bids shall be greater than the Principal Amount of Series 2006-1 Auction Rate Notes (the "Remaining Principal Amount") equal to the excess of the Available Series 2006-1 Auction Rate Notes over the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to Submitted Bids described in clauses (2) and (3) of this Section 2.02(a)(iv)(A), 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 2006-1 Auction Rate Notes subject to such Submitted Bid, but only in an amount equal to the aggregate Principal Amount of Series 2006-1 Auction Rate Notes obtained by multiplying the Remaining Principal Amount by a fraction, the numerator of which shall be the Principal Amount of Outstanding Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and

           (5) 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 2006-1 Auction Rate Notes obtained by multiplying the excess of the aggregate Principal Amount of Available Series 2006-1 Auction Rate Notes over the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to Submitted Bids described in clauses (2), (3) and (4) of this Section 2.02(a)(iv)(A) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding Series 2006-1 Auction Rate Notes subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate.

           (B) If Sufficient Bids have not been made (other than because all of the Outstanding Series 2006-1 Auction Rate Notes are subject to Submitted Hold Orders), subject to the provisions of Section 2.02(iv)(D) hereof, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected:

           (1) 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 2006-1 Auction Rate Notes subject to such Submitted Bids;

           (2) 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 2006-1 Auction Rate Notes subject to such Submitted Bids; and

           (3) 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes obtained by multiplying the aggregate Principal Amount of Series 2006-1 Auction Rate Notes subject to Submitted Bids described in clause (2) of this Section 2.02(iv)(B) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes subject to all such Submitted Bids and Submitted Sell Orders.

           (C) If all Outstanding Series 2006-1 Auction Rate Notes are subject to Submitted Hold Orders, all Submitted Bids shall be rejected.

           (D) If, as a result of the procedures described in paragraph (A) or (B) of this Section 2.02(iv), 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes to be purchased or sold by any Existing Holder or Potential Holder so that the Principal Amount of Series 2006-1 Auction Rate Notes purchased or sold by each Existing Holder or Potential Holder shall be equal to an Authorized Denomination.

           (E) If, as a result of the procedures described in paragraph (A) of this Section 2.02(iv), any Potential Holder would be entitled or required to purchase less than an Authorized Denomination of Series 2006-1 Auction Rate Notes, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate Series 2006-1 Auction Rate Notes for purchase among Potential Holders so that only Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes.

           (v) Based on the result of each Auction, the Auction Agent shall determine the aggregate Principal Amount of Series 2006-1 Auction Rate Notes to be purchased and the aggregate Principal Amount of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes to be sold differs from such aggregate Principal Amount of Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes.

           (vi) 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.

           (vii) Notwithstanding anything in the Seventh 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 2006-1 Auction Rate Notes are no longer in Book-Entry-Form.

           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.

           (b) Determination of Payment Defaults and Payment of Auction Agent and Broker-Dealer Fees.

           (i) 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.

           (ii) 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

           (c) 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes pursuant to Section 8 of the Seventh Supplement. If a Payment Default shall have occurred, the Trustee shall calculate the Non-Payment Rate on the Interest Rate Determination Date for (i) each Interest Period commencing after the occurrence and during the continuance of such Payment Default and (ii) 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 Initial Interest Period; provided that if the ownership of the Series 2006-1 Auction Rate 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 Rate 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 Rate 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.

           (d) Notification of Rates, Amounts and Payment Dates.

           (i) By 10:00 a.m., New York City time, on each Regular Record Date with respect to the Series 2006-1 Auction Rate Notes, the Trustee shall determine the aggregate amounts of interest distributable on the next succeeding Interest Payment Date to the beneficial owners thereof.

           (ii) As soon as practicable prior to each Interest Payment Date with respect to the Series 2006-1 Auction Rate Notes, the Trustee shall:

           (A) confirm with the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the Series 2006-1 Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, (1) the date of such next Interest Payment Date and (2) the amount payable to the Auction Agent on such Interest Payment Date pursuant to Section 2.02(b)(ii) of this Annex I;

           (B) advise the Securities Depository, so long as the ownership of the Series 2006-1 Auction Rate 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 thereof; and

           (C) pursuant to Section 2.01 of this Annex I, advise the Holders of Series 2006-1 Auction Rate Notes of any Carry-Over Amount accruing on such series.

           (e) Auction Agent.

           (i) Deutsche Bank Trust Company Americas 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 Deutsche Bank Trust Company Americas, 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 the Seventh Supplement, including this Annex I, 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 2006-1 Auction Rate Notes then Outstanding, 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.

           (ii) 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.

           (iii) 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.

           (iv) In the event of a change in the Auction Agent Fee Rate pursuant to Section 3.04(a) of the Auction Agent Agreement, the Auction Agent shall give notice thereof to the Trustee in accordance with the Auction Agent Agreement.

           (f) Broker-Dealers.

           (i) The Auction Agent will enter into a Broker-Dealer Agreement with Goldman, Sachs & Co., 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.

           (ii) 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 the Series 2006-1 Auction Rate Notes.

           (g) Changes in Auction Period or Periods.

           (i) While any of the Series 2006-1 Auction Rate 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 the Series 2006-1 Auction Rate 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 the Seventh Supplement at least ten days prior to the Auction Date for such Auction Period.

           (ii) 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 the Seventh 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 subsections (a) through (d) of this Section and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) above 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.

           (iii) In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.06(a) of the Auction Agent Agreement.

           (h) Changes in the Auction Date. The applicable Market Agent, with the written consent of an Authorized Officer of the Issuer, may 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 Article I of this Annex I with respect to one or more specified Auction Periods for the Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes. 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 the Seventh Supplement.

           In connection with any change described in this Section 2.02(g), the Auction Agent shall provide such further notice to such parties as is specified in Section 2.06(b) of the Auction Agent Agreement.

           Section 2.03 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 this Annex I shall be conclusive and binding on the Holders of the Series 2006-1 Auction Rate Notes, 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 the Series 2006-1 Auction Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 2006-1 Auction Rate Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 2006-1 Auction Rate Notes of such series or related documents) calculated from the Closing Date of such series through any subsequent day during the term of such series or otherwise prior to payment in full of the Series 2006-1 Auction Rate 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 2006-1 Auction Rate Notes of such series, or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 2006-1 Auction Rate Notes of such series, or if the redemption or acceleration of the maturity of the Series 2006-1 Auction Rate Notes of such series results in payment to or receipt by the Holder or any former Holder of the Series 2006-1 Auction Rate Notes of such series of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 2006-1 Auction Rate Notes of such series or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Series 2006-1 Auction Rate Notes of such series shall be credited on the Principal Amount of the Series 2006-1 Auction Rate Notes of such series (or, if the Series 2006-1 Auction Rate 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 2006-1 Auction Rate 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 2006-1 Auction Rate Notes of such series and under the related documents.

           Section 2.04 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 the Seventh Supplement, including this Annex I. Any Market Agent may resign and be discharged of the duties and obligations created by the Seventh Supplement, including this Annex I, 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 the Series 2006-1 Auction Rate 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 2.04, shall be deemed to be the Market Agent for the Series 2006-1 Auction Rate Notes for all purposes of the Seventh Supplement, including this Annex I, until the appointment by the Issuer of the successor Market Agent. Nothing in this Section 2.04 shall be construed as conferring on the Trustee additional duties other than as set forth herein.

ANNEX II

CERTAIN TERMS AND PROVISIONS OF
THE SERIES 2006-1 RESET RATE NOTES

ARTICLE I

DEFINITIONS

           "30/360" shall mean that interest is calculated on the basis of a 360-day year consisting of twelve 30-day months

           "91-day Treasury Bill Rate" shall mean for any relevant Interest Rate Determination Date, prior to each related Interest Rate Change Date, the rate equal to the weighted average per annum discount rate (expressed as a bond equivalent yield and applied on a daily basis) for direct obligations of the United States with a maturity of thirteen weeks ("91-day Treasury Bills") sold at the applicable 91-day Treasury Bill auction, as published in H.15(519) or otherwise or as reported by the U.S. Department of the Treasury. In the event that the results of the auctions of 91-day Treasury Bills cease to be published or reported as provided above, or that no 91-day Treasury Bill auction is held in a particular week, then the 91-day Treasury Bill Rate in effect as a result of the last such publication or report will remain in effect until such time, if any, as the results of auctions of 91-day Treasury Bills will again be so published or reported or such auction is held, as the case may be. The 91-day Treasury Bill Rate will be subject to a Lock-In Period of six Business Days.

           "Actual/360" shall mean that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

           "Actual/365 (fixed)" shall mean that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, regardless of whether accrual or payment occurs in a leap year.

          "Actual/Actual (accrual basis)" shall mean that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, or 366 days for every day in a leap year.

          "Actual/Actual (ISMA)" shall mean a calculation in accordance with the definition of "Actual/Actual" adopted by the International Securities Market Association ("ISMA"), which shall mean that interest is calculated on the following basis:

          (a) where the number of days in the relevant Interest Accrual Period is equal to or shorter than the Determination Period during which such Interest Accrual Period ends, the number of days in such Interest Accrual Period divided by the product of (i) the number of days in such Determination Period and (ii) the number of Distribution Dates that would occur in one calendar year; or

          (b) where the Interest Accrual Period is longer than the Determination Period during which the Interest Accrual Period ends, the sum of:

          (i) the number of days in such Interest Accrual Period falling in the Determination Period in which the Interest Accrual Period begins divided by the product of (A) the number of days in such Determination Period and (B) the number of Distribution Dates that would occur in one calendar year; and

          (ii) the number of days in such Interest Accrual Period falling in the next Determination Period divided by the product of (A) the number of days in such Determination Period and (B) the number of Distribution Dates that would occur in one calendar year;

          where "Determination Period" shall mean the period from and including one Calculation Date to but excluding the next Calculation Date, "Distribution Date" shall mean the date of any distribution on a series of Series 2006-1 Reset Rate Notes and "Calculation Date" shall mean, in each year, each of those days in the calendar year that are specified herein as being the scheduled Distribution Dates.

          "Actual/Actual (payment basis)" shall mean that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days if the interest period ends in a non-leap year, or 366 days if the interest period ends in a leap year, as the case may be.

          "All Hold Rate" shall mean, for each series of Series 2006-1 Reset Rate Notes, the applicable Index plus or minus the related Spread (with respect to Series 2006-1 Reset Rate Notes that will bear interest at a floating rate), the applicable auction rate (determined pursuant to Annex I) or the applicable fixed rate, which may be expressed as the fixed rate pricing benchmark plus or minus a spread (with respect to the Series 2006-1 Reset Rate Notes that will bear interest at a fixed rate), that the Remarketing Agents, in consultation with the Issuer Administrator, determine will be in effect, unless the related Call Option or Optional Redemption is exercised, in the event that 100% of the holders of that series of Series 2006-1 Reset Rate Notes choose to hold their Series 2006-1 Reset Rate Notes for the upcoming Reset Period. The All Hold Rate shall be a rate that the Remarketing Agents, in consultation with the Issuer Administrator, determine based upon then-existing market conditions.

          "Call Option" shall mean, the option described in Section 2.06 of this Annex II owned by College Loan Corporation or one of its subsidiaries as a permitted transferee to purchase 100% of a series of Series 2006-1 Reset Rate Notes on any Reset Date or on any date following a Failed Remarketing, exercisable at a price equal to 100% of the Outstanding Principal Amount of such series of Series 2006-1 Reset Rate Notes, less all amounts distributed to the Noteholders of such series as a payment of principal on the related Quarterly Distribution Date, plus any accrued and unpaid interest not paid by the Issuer on the related Quarterly Distribution Date, and pursuant to the terms and conditions set forth in this Annex II.

          "Call Option Notice" shall mean a written notice from the holder of the Call Option stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Trustee, the Remarketing Agents and the Rating Agencies.

          "Call Rate" shall mean the rate of interest that is either: (a) if a series of Series 2006-1 Reset Rate Notes did not have at least one related Swap Agreement in effect during the previous Reset Period, the rate applicable for the most recent Reset Period during which the Failed Remarketing Rate was not in effect; or (b) if a series of Series 2006-1 Reset Rate Notes had one or more related Swap Agreements in effect during the previous Reset Period, the weighted average of the floating rates of interest that were due to the related Swap Counterparties from the Issuer during the previous Reset Period for such series of Series 2006-1 Reset Rate Notes. This rate will continue to apply for each Reset Period while the holder of the Call Option retains such series of Series 2006-1 Reset Rate Notes.

          "CMT Rate" shall mean, for any relevant Interest Rate Determination Date prior to each related Interest Rate Change Date, the rate displayed on the applicable Designated CMT Moneyline Telerate Page shown below by 3:00 p.m., New York City time, on that Interest Rate Determination Date under the caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15. . . .Mondays Approximately 3:45 p.m.," under the column for: (a) if the Designated CMT Moneyline Telerate Page is 7051, the rate on that Interest Rate Determination Date; or (b) if the Designated CMT Moneyline Telerate Page is 7052, the average for the week, the month or the quarter, as specified on the Remarketing Terms Determination Date, ended immediately before the week in which the related Interest Rate Determination Date occurs. The following procedures will apply if the CMT Rate cannot be determined as described above: (i) if the rate described above is not displayed on the relevant page by 3:00 p.m., New York City time on that Interest Rate Determination Date, unless the calculation is made earlier and the rate is available from that source at that time on that Interest Rate Determination Date, then the CMT Rate will be the Treasury constant maturity rate having the designated index maturity, as published in H.15(519) or another recognized electronic source for displaying the rate; (ii) if the applicable rate described above is not published in H.15(519) or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time on that Interest Rate Determination Date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, for the index maturity and with reference to the relevant Interest Rate Determination Date, that is published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury and that the Indenture Trustee determines to be comparable to the rate formerly displayed on the Designated CMT Moneyline Telerate Page shown above and published in H.15(519); (iii) if the rate described in the prior paragraph cannot be determined, then the Indenture Trustee will determine the CMT Rate to be a yield to maturity based on the average of the secondary market closing offered rates as of approximately 3:30 p.m., New York City time, on the relevant Interest Rate Determination Date reported, according to their written records, by leading primary United States government securities dealers in New York City. The Indenture Trustee will select five such securities dealers and will eliminate the highest and lowest quotations or, in the event of equality, one of the highest and lowest quotations, for the most recently issued direct noncallable fixed rate obligations of the United States Treasury ("Treasury Notes") with an original maturity of approximately the designated index maturity and a remaining term to maturity of not less than the designated index maturity minus one year in a representative amount; (iv) if the Indenture Trustee cannot obtain three Treasury Note quotations of the kind described in clause (iii) above, the Indenture Trustee will determine the CMT Rate to be the yield to maturity based on the average of the secondary market bid rates for Treasury Notes with an original maturity longer than the designated CMT index maturity which have a remaining term to maturity closest to the designated CMT index maturity and in a representative amount, as of approximately 3:30 p.m., New York City time, on the relevant Interest Rate Determination Date of leading primary United States government securities dealers in New York City. In selecting these offered rates, the Indenture Trustee will request quotations from at least five such securities dealers and will disregard the highest quotation (or if there is equality, one of the highest) and the lowest quotation (or if there is equality, one of the lowest). If two Treasury Notes with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, the Indenture Trustee will obtain quotations for the Treasury Note with the shorter remaining term to maturity; (v) if three or four but not five leading primary United States government securities dealers are quoting as described in the prior paragraph, then the CMT Rate for the relevant Interest Rate Determination Date will be based on the average of the bid rates obtained and neither the highest nor the lowest of those quotations will be eliminated; or (vi) if fewer than three leading primary United States government securities dealers selected by the Indenture Trustee are quoting as described in clause (v) above, the CMT Rate will remain the CMT Rate then in effect on that Interest Rate Determination Date.

          "College Loan Eligible Purchaser" shall mean College Loan Corporation or any of its affiliates; provided that any such affiliate has at no time owned an interest in any of the Financed Eligible Loans.

          "Commercial Paper Rate" shall mean, for any relevant Interest Rate Determination Date prior to each related Interest Rate Change Date, the Bond Equivalent Yield (as defined below) of the rate for 90-day commercial paper, as published in H.15(519) prior to 3:00 p.m., New York City time, on that Interest Rate Determination Date under the heading "Commercial Paper—Financial." If the rate described above is not published in H.15(519) by 3:00 p.m., New York City time, on that Interest Rate Determination Date, unless the calculation is made earlier and the rate was available from that source at that time, then the Commercial Paper Rate will be the Bond Equivalent Yield of the rate on the relevant Interest Rate Determination Date, for commercial paper having the index maturity specified on the Remarketing Terms Determination Date, as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading "Commercial Paper—Financial." For purposes of this definition of "Commercial Paper Rate," the "Bond Equivalent Yield" equals [(NxD)/[360(Dx90)] times 100], where "D" refers to the per annum rate determined as set forth above, quoted on a bank discount basis and expressed as a decimal and "N" refers to 365 or 366, as the case may be. If the rate described above cannot be determined, the Commercial Paper Rate will remain the commercial paper rate then in effect on that Interest Rate Determination Date. Unless otherwise specified on the Remarketing Terms Determination Date, the Commercial Paper Rate will be subject to a Lock-In Period of six Business Days.

          "Currency Swap Agreement" shall mean with respect to a series of Series 2006-1 Reset Rate Notes in a Foreign Exchange Mode, each Swap Agreement between the Issuer and the related Currency Swap Counterparty which (a) converts the secondary market trade proceeds into U.S. Dollars received on the effective date of such Currency Swap Agreement on the Closing Date from the sale of such series of Series 2006-1 Reset Rate Notes to U.S. Dollars); (b) converts all principal payments in U.S. Dollars by the Issuer to the Noteholders of such series into the applicable currency; (c) converts the interest rate on such series from a LIBOR-based rate to a fixed, auction or floating rate payable in the applicable currency; (d) converts the U.S. Dollar equivalent of all secondary market trade proceeds received on the related Reset Date resulting in the successful remarketing of such series of Series 2006-1 Reset Rate Notes or the exercise of a Call Option into the applicable currency for the payment of principal to the tendering Noteholders of such series; and (e) pays to the Paying Agent, on behalf of the Issuer, for the benefit of the tendering Noteholders of such series of Series 2006-1 Reset Rate Notes, the required amount of additional interest at the interest rate applicable to the tendered Series 2006-1 Reset Rate Notes resulting from any required delay in Reset Date payments through Euroclear and Clearstream.

          "Currency Swap Counterparty" shall mean each Eligible Counterparty that is a party, in its capacity as swap counterparty, to the related Currency Swap Agreement.

          "Day Count Basis" shall mean 30/360, Actual/360, Actual/365 (fixed), Actual/Actual (accrual basis), Actual/Actual (ISMA) or Actual/Actual (payment basis), as applicable, or any other day count basis set forth in the Remarketing Terms Notice.

          "Eligible Counterparty" shall mean any entity, which may be an affiliate of a Remarketing Agent, engaged in the business of entering into derivative instrument contracts that satisfies the Rating Agency Condition.

          "Extension Rate" shall mean, for each Quarterly Distribution Date following a Failed Remarketing if a series of Series 2006-1 Reset Rate Notes is then in a Foreign Exchange Mode, the rate of interest payable to each related Currency Swap Counterparty, not to exceed Three-Month LIBOR plus 0.75%, unless the Remarketing Agents, in consultation with the Issuer Administrator, determine that market conditions or some other benefit to the Issuer requires a higher rate; provided that in such case the Rating Agency Condition is satisfied.

          ""EURIBOR" shall mean, with respect to any Interest Accrual Period, the Euro-zone interbank offered rate for deposits in Euros having the specified maturity commencing on the first day of the Interest Accrual Period, which appears on Telerate Page 248 as of 11:00 a.m. Brussels time, on the related EURIBOR Determination Date. If an applicable rate does not appear on Telerate Page 248, the rate for that day will be determined on the basis of the rates at which deposits in Euros having the specified maturity and in a principal amount of not less than €1,000,000, are offered at approximately 11:00 a.m., Brussels time, on that EURIBOR Determination Date, to prime banks in the Euro-zone interbank market by the Reference Banks. The Issuer Administrator will request the principal Euro-zone office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the Issuer Administrator, at approximately 11:00 a.m. Brussels time, on that EURIBOR Determination Date, for loans in Euros to leading European banks having the specified maturity and in a principal amount of not less than €1,000,000. If the banks selected as described above are not providing quotations, EURIBOR in effect for the applicable Interest Accrual Period will be EURIBOR for the specified maturity in effect for the previous Interest Accrual Period.

          "EURIBOR Determination Date" shall mean, for each Interest Accrual Period, the day that is two EURIBOR Settlement Days before the beginning of that Interest Accrual Period.

          "EURIBOR Settlement Day" shall mean any day on which TARGET is open which is also a day on which banks in New York, New York are open for business.

          "Failed Remarketing" shall mean, with respect to a series of Series 2006-1 Reset Rate Notes and each Reset Date, the situation where (a) the Remarketing Agents, in consultation with the Issuer Administrator, cannot establish one or more of the terms required to be set on the Remarketing Terms Determination Date (other than the related Spread, auction rate or fixed rate of interest), (b) the Remarketing Agents are unable to establish the related Spread, auction rate or fixed rate of interest on the Spread Determination Date or the interest rate resulting from the required Spread will exceed the Failed Remarketing Rate, (c) either the Remarketing Agents are unable to remarket some or all of the tendered Series 2006-1 Reset Rate Notes at the Spread, auction rate or fixed rate of interest established on the Spread Determination Date or any committed purchaser defaults on their purchase obligations and, in their sole discretion, the Remarketing Agents elect not to purchase those Series 2006-1 Reset Rate Notes themselves, (d) any failure of College Loan Corporation, or one of its designated affiliates, to purchase the applicable Series 2006-1 Reset Rate Notes on a Reset Date following the delivery of the related Call Option Notice, (e) the Remarketing Agents, in consultation with the Issuer Administrator, are unable to obtain one or more Swap Agreements meeting the required criteria, if applicable (f) any of the conditions specified in Section 8 of the Remarketing Agreement have not been satisfied or (g) any applicable Rating Agency Condition has not been satisfied.

          "Failed Remarketing Rate" shall mean, for any Reset Period that a series of Series 2006-1 Reset Rate Notes are denominated in U.S. Dollars, Three-Month LIBOR plus 0.75%; and for any Reset Period that a series of Series 2006-1 Reset Rate Notes are in a Foreign Exchange Mode, as will be determined on the related Spread Determination Date pursuant to the terms of the related Currency Swap Agreement. For the initial Reset Period, the Failed Remarketing Rate for each series of Series 2006-1 Reset Rate Notes will be .75%.

          "Federal Funds Rate" shall mean, for any relevant Interest Rate Determination Date prior to each related Interest Rate Change Date, the rate set forth for such day opposite the caption "Federal Funds (effective)" in the weekly statistical release designated H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. If such rate is not published in the relevant H.15(519) for any day, the rate for such day shall be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged prior to 9:00 a.m., New York City time, on that day by each of four leading brokers in such transactions located in New York City selected by the Issuer Administrator. The Federal Funds Rate for each Saturday and Sunday and for any other that is not a Business Day shall be the Federal Funds Rate for the preceding Business Day as determined above.

          "Foreign Exchange Mode" shall mean that a series of Series 2006-1 Reset Rate Notes is then denominated in a currency other than U.S. Dollars during the related Reset Period.

          "GBP-LIBOR" shall mean, with respect to any Interest Accrual Period, the London interbank offered rate for deposits in Pounds Sterling having a maturity of three months, commencing on the first day of the Interest Accrual Period, which appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related GBP-LIBOR Determination Date. If an applicable 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 Pounds Sterling, having the specified maturity and in a principal amount of not less than £1,000,000, are offered at approximately 11:00 a.m., London time, on that GBP-LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Issuer Administrator will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by prime banks in London, selected by the Issuer Administrator, at approximately 11:00 a.m. London time, on that GBP-LIBOR Determination Date, for loans in Pounds Sterling to leading European banks having the specified maturity and in a principal amount of not less than £1,000,000. If the banks selected as described above are not providing quotations, GBP-LIBOR in effect for the applicable Interest Accrual Period will be GBP-LIBOR for the specified maturity in effect for the previous Interest Accrual Period. For any GBP-LIBOR-based notes, interest due for any Interest Accrual Period always will be determined based on the actual number of days elapsed in the Interest Accrual Period over a 365-day year.

          "GBP-LIBOR Determination Date" shall mean, for each Interest Accrual Period, the day that is two GBP-LIBOR Settlement Days before the beginning of that Interest Accrual Period.

          "GBP-LIBOR Settlement Date" mean, for each Interest Accrual Period, the day that is two GPB LIBOR Settlement Days before the beginning of that Interest Accrual Period.

          "GBP-LIBOR Settlement Day" shall mean any day on which banks in both London and New York City are open for business.

          "H.15(519)" shall mean the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the United States Federal Reserve System.

           "H.15 Daily Update" shall mean the daily update for H.15(519), available through the world wide web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publications.

          "Hold Notice" shall mean a written statement (or an oral statement confirmed in writing, which may be by e-mail) by a Noteholder or beneficial owner of a Series 2006-1 Reset Rate Note denominated in U.S. Dollars during the then-current and immediately following Reset Periods, delivered to a Remarketing Agent that such Noteholder or beneficial owner desires to hold its Series 2006-1 Reset Rate Notes for the upcoming Reset Period and affirmatively agrees to receive a rate of interest of not less than the applicable All Hold Rate during that Reset Period.

          "Index" or "Indices" shall mean LIBOR, EURIBOR, GBP-LIBOR, a Commercial Paper Rate, the CMT Rate, the Federal Funds Rate, the 91-day Treasury Bill Rate, the Prime Rate or any other interest rate index specified in Schedule A to a Series 2006-1 Reset Rate Note.

          "Index Maturity" shall mean, with respect to any Interest Accrual Period, the interval between Interest Rate Change Dates for each applicable Index during such Interest Accrual Period, commencing on the first day of that Interest Accrual Period.

          "Initial Remarketing Agency Agreement" shall mean each agreement, substantially in the form of Annex II to the Remarketing Agreement to be entered into on each Remarketing Terms Determination Date (unless the Call Option has been exercised) among the Remarketing Agents, the Issuer Administrator and the Issuer.

          "Initial Reset Date" shall mean, for each series of Series 2006-1 Reset Rate Notes, April 27, 2009.

          "Initial Reset Date Notice" shall mean the written notice delivered pursuant to Section 2.02(a) of this Annex II.

          "Interest Rate Change Date" shall mean for each Interest Accrual Period, the date or dates, based on the applicable Index, on which the rate of interest for the Series 2006-1 Reset Rate Notes bearing interest at a floating rate is to be reset.

          "Interest Rate Determination Date" shall mean, for each Interest Accrual Period, and (a) for a series of Series 2006-1 Reset Rate Notes that bear interest at a LIBOR-, GBP-LIBOR- or EURIBOR-based rate, the related LIBOR, GBP-LIBOR Determination Date or EURIBOR Determination Date, as applicable, or (b) for a series of Series 2006-1 Reset Rate Notes that bear interest at a floating rate that is not LIBOR-, GBP-LIBOR- or EURIBOR-based, the applicable date or dates set forth in the Remarketing Terms Notice, on which the applicable rate of interest to be in effect as of the next Interest Rate Change Date will be determined by the Issuer Administrator.

          "Interest Rate Swap Agreement" shall mean, with respect to a series of Series 2006-1 Reset Rate Notes during any Reset Period when they are denominated in U.S. Dollars and (a) bear a fixed rate of interest (or bears interest based on LIBOR or a U.S. Commercial Paper Rate, if a Swap Agreement is to be entered into pursuant to the Reset Rate Note Procedures), or (b) bear interest based on an index other than LIBOR or a U.S. Commercial Paper Rate, any Swap Agreement between the Issuer and an Eligible Counterparty, to hedge the basis risk during the related Reset Period.

          "Lock-In Period" shall mean a period from the first day of such Lock-In Period (which may be expressed as a number of Business Days prior to a Quarterly Distribution Date) to the immediately succeeding Quarterly Distribution Date during which the interest rate, Index or other calculation in effect on the first day of such Lock-In Period shall remain in effect for every day in such Lock-In Period.

          "Notice Date" shall mean, for a series of Series 2006-1 Reset Rate Notes, 12:00 noon, New York City time, on the tenth day prior to the Reset Date for such series of Series 2006-1 Reset Rate Notes.

          "Optional Redemption" shall mean, the option described in Section 2.13 of this Annex II owned by the Issuer to redeem, in whole only, a series of Series 2006-1 Reset Rate Notes on any Reset Date, on any Interest Payment Date if such series is bearing interest at an auction rate or upon a Failed Remarketing, at a redemption price equal to 100% of the Outstanding Principal Amount of such series of Series 2006-1 Reset Rate Notes, less all amounts distributed to the Noteholders of such series as a payment of principal on the related redemption date, plus any accrued and unpaid interest not paid by the Issuer on the related redemption date, and pursuant to the terms and conditions set forth in this Annex II.

          "Prime Rate" shall mean, for any relevant Interest Rate Determination Date prior to each related Interest Rate Change Date, the prime rate or base lending rate on that date, as published in H.15(519), prior to 3:00 p.m., New York City time, on that Interest Rate Determination Date under the heading "Bank Prime Loan." The Issuer Administrator will observe the following procedures if the Prime Rate cannot be determined as described above: (a) if the rate described above is not published in H.15(519) prior to 3:00 p.m., New York City time, on the relevant Interest Rate Determination Date unless the calculation is made earlier and the rate was available from that source at that time, then the Prime Rate will be the rate for that Interest Rate Determination Date, as published in H.15 Daily Update or another recognized electronic source for displaying such rate opposite the caption "Bank Prime Loan"; (b) if the above rate is not published in either H.15(519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on the relevant Interest Rate Determination Date, then the Issuer Administrator will determine the Prime Rate to be the average of the rates of interest publicly announced by each bank that appears on the Reuters screen designated as "USPRIME1" as that bank's prime rate or base lending rate as in effect on that Interest Rate Determination Date; (c) if fewer than four rates appear on the Reuters screen USPRIME1 page on the relevant Interest Rate Determination Date, then the Prime Rate will be the average of the prime rates or base lending rates quoted, on the basis of the actual number of days in the year divided by a 360-day year, as of the close of business on that Interest Rate Determination Date by three major banks in New York City selected by the Issuer Administrator; or (d) if the banks selected by the Issuer Administrator are not quoting as mentioned above, the Prime Rate will remain the prime rate then in effect on that Interest Rate Determination Date.

          "Reference Banks" shall mean, with respect to (a) LIBOR, four major banks in the London interbank market for deposits in U.S. Dollars selected by the Trustee, (b) EURIBOR, four major banks in the Euro-zone interbank market for deposits in Euros selected by the Issuer Administrator and (c) GBP-LIBOR, four major banks in the London interbank market for deposits in Pounds Sterling selected by the Issuer Administrator.

          "Remarketing Agency Agreement" shall mean the collective reference to an Initial Remarketing Agency Agreement and the related Supplemental Remarketing Agency Agreement.

          "Remarketing Agents" shall mean, initially, UBS Securities LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co. The Issuer Administrator, in its sole discretion, may change any Remarketing Agent for a series of Series 2006-1 Reset Rate Notes for any Reset Period at any time on or before a related Remarketing Terms Determination Date.

          "Remarketing Agreement" shall mean the Remarketing Agreement, dated as of April 1, 2006, among the Issuer, the Issuer Administrator and the Remarketing Agents, as amended and supplemented pursuant to the terms thereof.

          "Remarketing Memorandum" as described in Section 7(f)(i) of the Remarketing Agreement.

          "Remarketing Terms Determination Date" shall mean, for a series of Series 2006-1 Reset Rate Notes, not later than 3:00 p.m., New York City time, on the twelfth Business Day prior to the applicable Reset Date.

          "Remarketing Terms Notice" shall mean the notice delivered by the Remarketing Agents to the Noteholders of a series of Series 2006-1 Reset Rate Notes, the Trustee and the Rating Agencies on each Remarketing Terms Determination Date containing the information set forth in the Reset Rate Note Procedures.

          "Reset Date" shall mean a Quarterly Distribution Date on which certain terms for a series of Series 2006-1 Reset Rate Notes may be changed in accordance with the Reset Rate Note Procedures.

          "Reset Period" shall mean, with respect to a series of Series 2006-1 Reset Rate Notes, a period of at least three months (or any other longer duration that is a multiple of three months) that will always end on the day before a Quarterly Distribution Date, which will be the next Reset Date for such series of Series 2006-1 Reset Rate Notes; provided, that no Reset Period may end after the day before the Stated Maturity for a series of Series 2006-1 Reset Rate Notes.

          "Reset Rate Note Procedures" shall mean Article II of this Annex II.

          "Series 2006-1A-7A Rate" shall mean during the initial Reset Period, 5.344% per annum. The Series 2006-1A-7A Rate shall be changed on each related Reset Date to the interest rate (which shall not exceed the Failed Remarketing Rate) and Day Count Basis that will be set forth in the notice required to be delivered by the Issuer Administrator and/or the Remarketing Agents on each related Remarketing Terms Determination Date and Spread Determination Date, as applicable, pursuant to the procedures set forth in the Reset Rate Note Procedures.

          "Series 2006-1A-7B Rate" shall mean, during the initial Reset Period, for any Interest Accrual Period, until and including the Initial Reset Date for the Series 2006-1A-7B Notes, Three-Month LIBOR as determined on the related LIBOR Determination Date, plus 0.01% based on an Actual/360 accrual method. The Series 2006-1A-7B Rate shall be changed on each related Reset Date to the interest rate (which shall not exceed the Failed Remarketing Rate) and Day Count Basis that will be set forth in the notice required to be delivered by the Issuer Administrator and/or the Remarketing Agents on each related Remarketing Terms Determination Date and Spread Determination Date, as applicable, pursuant to the procedures set forth in the Reset Rate Note Procedures.

          "Schedule Replacement Order" shall mean an Issuer Order replacing Schedule A to each of the Series 2006-1 Reset Rate Notes to be delivered with respect to the related Reset Date.

          "Spread" shall mean the percentage determined by the Remarketing Agents on the related Spread Determination Date, with respect to the Series 2006-1 Reset Rate Notes that is to bear a floating rate of interest, in excess of or below the applicable Index that will be in effect with respect to the Series 2006-1 Reset Rate Notes during any Reset Period after the initial Reset Period so as to result in an interest rate that, in the reasonable opinion of the Remarketing Agents, will enable all of the tendered Series 2006-1 Reset Rate Notes to be remarketed by the Remarketing Agents at 100% of the Outstanding Amount of such Series 2006-1 Reset Rate Notes.

          "Spread Determination Date" shall mean, for a series of Series 2006-1 Reset Rate Notes, 3:00 p.m., New York City time, on the third Business Day prior to the related Reset Date.

          "Spread Determination Notice" shall mean the notice delivered by the Remarketing Agents to the Noteholders or beneficial owners of a series of Series 2006-1 Reset Rate Notes, the Trustee and the Rating Agencies on each related Spread Determination Date containing the information set forth in the Reset Rate Note Procedures.

          "Supplemental Remarketing Agency Agreement" shall mean each agreement, substantially in the form of Appendix B to the Remarketing Agreement to be entered into on each Spread Determination Date (unless the Call Option has been exercised or a Failed Remarketing has been declared) among the Remarketing Agents, the Issuer Administrator and the Issuer.

          "TARGET" shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer System.

          "Telerate Page 248" shall mean the display page so designated on the Moneyline Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          "Telerate Page 7051" shall mean the display page so designated on the Moneyline Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          "Telerate Page 7052" shall mean the display page so designated on the Moneyline Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          "U.S. Dollar Equivalent Principal Amount" shall mean, with respect to a series of the Series 2006-1 Reset Rate Notes while in a Foreign Exchange Mode, the U.S. Dollar equivalent of the Outstanding Amount of such series of the Series 2006-1 Reset Rate Notes in a Foreign Exchange Mode as of the date of determination based on the exchange rate provided in the related Currency Swap Agreement.

ARTICLE II

RESET RATE NOTE PROCEDURES

           Section 2.01.  Interest Rates; Principal Payments.

          (a)    Each series of Series 2006-1 Reset Rate Notes will bear interest from the Closing Date through and including the related Initial Reset Date, payable on each Quarterly Distribution Date, at the applicable rate set forth in the definitions of Series 2006-1A-7A Rate and Series 2006-1A-7B Rate. The applicable interest rate for each subsequent Reset Period will be set forth on Schedule A to the applicable Series 2006-1 Reset Rate Note and determined as set forth below. Interest on a series of Series 2006-1 Reset Rate Notes shall be paid on each Quarterly Distribution Date (or Interest Payment Date if such series of the Series 2006-1 Reset Rate Notes is in an auction rate mode) at the priority level set forth in Section 4.05 of the Base Indenture; provided that if interest due to a series of Series 2006-1 Reset Rate Notes is payable through a Swap Agreement, the related payments due to a Swap Counterparty under a Swap Agreement will be payable by the Issuer to the related Swap Counterparty, and the Counterparty Swap Payment payable by the Swap Counterparty to the Issuer (for payment to the Noteholders of such series of Series 2006-1 Reset Rate Notes), as described in Section 2.09 of this Annex II.

          (b)    Interest on a series of the Series 2006-1 Reset Rate Notes after the initial Reset Period may be reset to bear a fixed, auction or floating rate of interest at the option of the Remarketing Agents, in consultation with the Issuer Administrator. The interest rate, or the mechanism for calculating the interest rate, on each series of the Series 2006-1 Reset Rate Notes will be reset as of each Reset Date as determined by (i) the Remarketing Agents, in consultation with the Issuer Administrator, with respect to (A) the length of the Reset Period, (B) whether the rate is a fixed rate, an auction rate or a floating rate and (I) if floating, the applicable Index, (II) if auction, the applicable auction rate or (III) if fixed, the applicable pricing benchmark, (C) the applicable Day Count Basis, (D) the applicable currency denomination, i.e., U.S. Dollars, Euros, Pounds Sterling or another non-U.S. Dollar currency, (E) if in a Foreign Exchange Mode, the applicable distribution dates on which interest will be paid to the Noteholders of each series of Series 2006-1 Reset Rate Notes, if other than quarterly, (F) the applicable Interest Rate Determination Dates within each Interest Accrual Period, (G) the interval between Interest Rate Change Dates during each Interest Accrual Period, (H) whether the Series 2006-1 Reset Rate Notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related Reset Period, (I) if applicable, the related All Hold Rate and (J) the applicable priority of payment, clause fourth or sixth, under Section 7(c) of the Seventh Supplement; and (ii) the Remarketing Agents, in their sole determination, with respect to the setting of the applicable (A) fixed rate of interest, (B) initial auction rate or (C) Spread to the chosen Index, as applicable.

          (c)    In the event that a series of Series 2006-1 Reset Rate Notes are reset (i) to bear (or continue to bear) interest at a floating rate, (ii) to bear (or continue to bear) a fixed rate of interest, (iii) to bear (or continue to bear) an auction rate of interest and/or (iv) to be denominated (or continue to be denominated) in a currency other than U.S. Dollars, and the Remarketing Agents, in consultation with the Issuer Administrator determine that it would be in the best interest of the Issuer based on existing market conditions to enter into one or more Swap Agreements, the Issuer Administrator will be responsible for arranging, on behalf of the Issuer, one or more Swap Agreements to hedge the basis risk and/or currency exchange risk (as applicable) and, together with the Remarketing Agents, for selecting the Swap Counterparties thereto in accordance with the procedures set forth in Section 2.09(c) of this Annex II. The Series 2006-1 Reset Rate Notes will not be reset (or continue) (A) to bear interest at a floating rate that is not based on LIBOR or a Commercial Paper Rate or at a fixed rate or (B) to be denominated in a currency other than U.S. Dollars unless one or more Swap Agreements are entered into as of the related Reset Date that results in the Rating Agency Condition being satisfied. In connection with each Swap Agreement, the Remarketing Agents shall solicit bids from Eligible Counterparties in accordance with the procedures set forth in Section 2.09(c) of this Annex II.

          (d)    Each series of Series 2006-1 Reset Rate Notes shall be entitled either (i) to receive payments of principal in reduction of its Outstanding Amount on each applicable Distribution Date at the priority level set forth in Section 4.05 of the Base Indenture and Section 7 of the Seventh Supplement or (ii) if a series of Series 2006-1 Reset Rate Notes is then structured not to receive a payment of principal until the end of the related Reset Period (as is the case for the Series 2006-1A-7A Senior Notes during the initial Reset Period), to receive allocations of principal at the priority level set forth in Section 4.05 of the Base Indenture and Section 7 of the Seventh Supplement on each Quarterly Distribution Date; provided, however, that such amounts referred to in this clause (d) shall not be paid in reduction of the Outstanding Amount of a series of Series 2006-1 Reset Rate Notes, and instead all such amounts shall be deposited into the applicable Accumulation Account for payment to the Noteholders of such series or the related Currency Swap Counterparty, as applicable, on or about the next related Reset Date as set forth in Section 2.10(a) of this Annex II.

           Section 2.02.  End of Reset Period Notice.

          (a)    Unless the holder of the related Call Option has delivered the related Call Option Notice or the related Series 2006-1 Reset Rate Notes are to be redeemed pursuant to Section 2.13 of this Annex II, the Issuer Administrator, not less than 15 nor more than 30 calendar days prior to any Remarketing Terms Determination Date, will (i) give written notice (including facsimile or other electronic transmission, if permitted pursuant to the recipient's standard procedures) to the applicable Clearing Agencies, with a copy to the Trustee, notifying them of the upcoming Reset Date and the identities of the related Remarketing Agents and stating whether tender is deemed mandatory or optional for the Series 2006-1 Reset Rate Notes on the related Reset Date (the "Initial Reset Date Notice") and (ii) request that each Clearing Agency notify its participants of (1) the contents of the Initial Reset Date Notice, (2) the Remarketing Terms Notice to be given on the Remarketing Terms Determination Date pursuant to Section 2.03(d) of this Annex II, (3) the Spread Determination Notice to be given on the Spread Determination Date pursuant to Section 2.08(e) of this Annex II, and (4) if applicable, the procedures concerning the timely delivery of a Hold Notice pursuant to Section 2.07 of this Annex II that must be followed if any beneficial owner of the Series 2006-1 Reset Rate Notes wishes to retain its Series 2006-1 Reset Rate Notes.

          (b)    The Issuer Administrator will also include in each Initial Reset Date Notice the names and contact information of any Remarketing Agents confirmed or appointed by the Issuer Administrator, or if no Remarketing Agents have then been so chosen, the Issuer Administrator will provide adequate contact information for Noteholders of the Series 2006-1 Reset Rate Notes to receive information regarding the upcoming Reset Date.

          (c)    If the related Clearing Agency or its respective nominee, as applicable, is no longer the holder of record of the Series 2006-1 Reset Rate Notes, the Issuer Administrator, or the Remarketing Agents on its behalf, will send the Noteholders of the Series 2006-1 Reset Rate Notes, with a copy to the Trustee, the required notices setting forth the information in subsections (a) and (b) of this Section not less than 15 nor more than 30 calendar days prior to any Remarketing Terms Determination Date. In addition, in the event that Definitive Notes evidencing an interest in the Series 2006-1 Reset Rate Notes are issued, the Issuer Administrator shall cause the Trustee to provide to the relevant Noteholders of the Series 2006-1 Reset Rate Notes any additional procedures applicable to the Series 2006-1 Reset Rate Notes while in definitive form.

           Section 2.03.  Remarketing Terms Determination Date.

          (a)    Subject to the provisions of the Remarketing Agreement, prior to the Remarketing Terms Determination Date, and unless the holder of the related Call Option has delivered the Call Option Notice or the Series 2006-1 Reset Rate Notes are to be redeemed pursuant to Section 2.13 of this Annex II, the Issuer Administrator shall re-affirm the capability of the initial Remarketing Agents to perform under the Remarketing Agreement, and/or enter into new remarketing agreements with other or additional remarketing agents, who shall function as the Remarketing Agents with respect to the related Reset Date. On each Remarketing Terms Determination Date, the Issuer, the Issuer Administrator and the Remarketing Agents will enter into a Remarketing Agency Agreement for the remarketing of the Series 2006-1 Reset Rate Notes.

          (b)    If the Remarketing Agents, in consultation with the Issuer Administrator, determine prior to the Remarketing Terms Determination Date that any Currency Swap Agreements required pursuant to Section 2.01(c)(iii) of this Annex II will not be obtainable on the related Reset Date, the Series 2006-1 Reset Rate Notes must be denominated in U.S. Dollars during the next related Reset Period.

          (c)    Unless the holder of the related Call Option has delivered the related Call Option Notice or the related Series 2006-1 Reset Rate Notes are to be redeemed pursuant to Section 2.13 of this Annex II, on or prior to the Remarketing Terms Determination Date the Remarketing Agents will notify the Noteholders of the related Series 2006-1 Reset Rate Notes whether tender is deemed mandatory or optional and, in consultation with the Issuer Administrator, will establish the following terms for the Series 2006-1 Reset Rate Notes to be applicable during the immediately following related Reset Period:

          (i)    the expected weighted average life of the Series 2006-1 Reset Rate Notes, based on prepayment and other assumptions customary for comparable securities;

          (ii)    the name and contact information of the Remarketing Agents;

          (iii)    the next Reset Date and length of such Reset Period;

          (iv)    the interest rate mode (i.e., fixed rate, auction rate or floating rate); (v) the currency denomination;

          (vi)    the applicable minimum denominations and additional increments for the series of Series 2006-1 Reset Rate Notes;

          (vii)    if in a Foreign Exchange Mode, the identities of the Eligible Counterparties from which bids will be solicited;

          (viii)    if in a Foreign Exchange Mode, the applicable distribution dates on which interest and principal will be paid to the Noteholders of the series of Series 2006-1 Reset Rate Notes, if other than quarterly;

          (ix)    whether the series of Series 2006-1 Reset Rate Notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related Reset Period;

          (x)    if in floating rate mode, the applicable Index;

          (xi)    if in floating rate mode, the interval between Interest Rate Change Dates;

          (xii)    if in floating rate mode, the applicable Interest Rate Determination Date;

          (xiii)    if in fixed rate mode, the applicable fixed rate pricing benchmark;

          (xiv)    if in fixed rate mode, the identities of the Eligible Counterparties from which bids will be solicited;

          (xv)    if in floating rate mode, whether there will be a related Derivate Product and, if so, the identities of the Eligible Counterparties from which bids will be solicited;

          (xvi)    if in auction rate mode, the auction agent and applicable broker-dealer;

          (xvii)    the applicable Day Count Basis;

          (xviii)    the related All Hold Rate, if applicable;

          (xix)    if Definitive Notes are to be issued, the procedures for delivery and exchange of Definitive Notes and for dealing with lost or mutilated notes;

          (xx)    the applicable priority, clause fourth or sixth, under Section 7(c) of the Seventh Supplement; and

          (xxi)    any other relevant terms incidental to the foregoing (other than the related Spread, auction rate or fixed rate of interest, as applicable) for the next Reset Period;

provided, that any interest rate mode, other than a floating rate based on LIBOR or the Commercial Paper Rate, will require that the Rating Agency Condition be satisfied prior to the delivery of the related Remarketing Terms Notice.

          (d)    The Remarketing Agents will communicate all of the information established in subsection (c) of this Section in the Remarketing Terms Notice required to be given in writing (which may include facsimile or other electronic transmission if in accordance with each Clearing Agency's standard procedures) to the each Clearing Agency or the Noteholders of the related Series 2006-1 Reset Rate Notes if Definitive Notes have been issued, as applicable, the Trustee and the Rating Agencies on the related Remarketing Terms Determination Date.

          (e)    In addition, prior to the Remarketing Terms Determination Date, the Issuer Administrator shall cause the Schedule Replacement Order with respect to the series of Series 2006-1 Reset Rate Notes to be delivered to the Trustee and the Clearing Agencies. Furthermore, the Issuer Administrator shall also prepare, on behalf of the Issuer, a preliminary Remarketing Memorandum, dated as of the Remarketing Terms Determination Date, setting forth the relevant terms for the next Reset Period in addition to current information regarding the pool of Financed Eligible Loans. If a series of the Series 2006-1 Reset Rate Notes is to bear interest at an auction rate during the succeeding Reset Period, the Issuer shall enter into an auction agent agreement with an auction agent and instruct the auction agent to enter into broker-dealer agreements with the selected broker-dealer.

           Section 2.04.  All Hold Rate.

          (a)    On each Remarketing Terms Determination Date for a series of the Series 2006-1 Reset Rate Notes which is denominated in U.S. Dollars during both the then-current Reset Period and the immediately following Reset Period, the Remarketing Agents, in consultation with the Issuer Administrator, will establish the related All Hold Rate for such series of the Series 2006-1 Reset Rate Notes. With respect to a series of the Series 2006-1 Reset Rate Notes that is either in a Foreign Exchange Mode during the then-current Reset Period or will be reset into a Foreign Exchange Mode on the immediately following Reset Date, all Noteholders of such series of the Series 2006-1 Reset Rate Notes will be deemed to have tendered their Series 2006-1 Reset Rate Notes on the Reset Date, regardless of any desire by such Noteholder of the Series 2006-1 Reset Rate Notes to retain their ownership thereof, and no All Hold Rate will be applicable.

          (b)    The All Hold Rate will only be applicable if 100% of the Noteholders of a series of the Series 2006-1 Reset Rate Notes deliver timely Hold Notices wherein they elect to hold their Series 2006-1 Reset Rate Notes for the next related Reset Period. If applicable, the related interest rate for a series of the Series 2006-1 Reset Rate Notes during the immediately following Reset Period will not be less than the All Hold Rate. If the rate of interest using the Spread or fixed rate of interest established on the Spread Determination Date is higher than the All Hold Rate, then upon a successful remarketing of a series of the Series 2006-1 Reset Rate Notes, all Noteholders of such Series 2006-1 Reset Rate Notes who delivered a Hold Notice agreeing to be subject to the All Hold Rate instead will be entitled to the higher rate of interest during the immediately following Reset Period.

           Section 2.05.  Failed Remarketing.

          (a)    With respect to each Reset Date for which the holder of the Call Option does not deliver the related Call Option Notice and the related Series 2006-1 Reset Rate Notes are not redeemed pursuant to Section 2.13 of this Annex II, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Series 2006-1 Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations.

          (b)    At any time a Failed Remarketing is declared on a series of the Series 2006-1 Reset Rate Notes when denominated in U.S. Dollars, (i) all such Series 2006-1 Reset Rate Notes will be deemed to have been retained by the applicable Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to Remarketing Agents; (ii) the Failed Remarketing Rate for such Series 2006-1 Reset Rate Notes will apply for the related Reset Period; and (iii) a Reset Period of three months will be established for such Series 2006-1 Reset Rate Notes.

          (c)    At any time a Failed Remarketing is declared on a series of the Series 2006-1 Reset Rate Notes when in a Foreign Exchange Mode, (i) all such Series 2006-1 Reset Rate Notes will be deemed to have been retained by the applicable Noteholders on the related Reset Date, regardless of any deemed mandatory tenders made to Remarketing Agents, (ii) such Series 2006-1 Reset Rate Notes will remain denominated in such foreign currency, (iii) each related Currency Swap Counterparty will be entitled to receive quarterly payments from the Issuer at the Extension Rate, (iv) the Issuer will be entitled to receive from each Currency Swap Counterparty, for payment to the applicable Noteholders, quarterly index rate payments at the Failed Remarketing Rate and (v) a Reset Period of three months will be established for such Series 2006-1 Reset Rate Notes. In addition, if such Series 2006-1 Reset Rate Notes are in a Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 2.09(a)(i) and (ii) shall also apply.

          (d)    If there is a Failed Remarketing of a series of the Series 2006-1 Reset Rate Notes, Noteholders of such Series 2006-1 Reset Rate Notes shall not be entitled to exercise any remedies as a result of the failure of such Series 2006-1 Reset Rate Notes to be remarketed on the related Reset Date.

           Section 2.06.  Call Option.

          (a)    With respect to each Reset Date and any date following a Failed Remarketing for such series of the Rest Rate Notes and the continuation thereof, College Loan Corporation is hereby granted a Call Option for the purchase of not less than 100% of a series of Series 2006-1 Reset Rate Notes, exercisable at a price equal to 100% of the Outstanding Principal Amount of such series of Series 2006-1 Reset Rate Notes, less all amounts distributed to the Noteholders of such series of Series 2006-1 Reset Rate Notes as a payment of principal on the related Quarterly Distribution Date, plus any accrued and unpaid interest not paid by the Issuer on the applicable Reset Date.

          (b)    College Loan Corporation may transfer ownership of the Call Option at any time to any College Loan Eligible Purchaser.

          (c)    A Call Option may be exercised with respect to a series of Series 2006-1 Reset Rate Notes at any time on or prior to the determination of the related Spread, auction rate or fixed rate or the declaration of a Failed Remarketing, as applicable, on the related Spread Determination Date by delivery of a Call Option Notice; provided that such Call Option Notice may not be delivered before the day following the last Quarterly Distribution Date immediately preceding the next applicable Reset Date. Once written notice of the exercise of a Call Option is given, such exercise may not be rescinded.

          (d)    All amounts due and owing to the Noteholders of such series of Series 2006-1 Reset Rate Notes shall be remitted on or before the related Reset Date by the holder of the related Call Option in accordance with the standard procedures established by the Clearing Agencies for transfer of securities to ensure timely payment of principal to the Noteholders of the such series on the related Reset Date.

          (e)    In the event that a Call Option is exercised with respect to a series of Series 2006-1 Reset Rate Notes then in a Foreign Exchange Mode, the holder of such Call Option shall deliver the U.S. Dollar Equivalent Principal Amount remaining after all payments of principal are made with respect to the related Quarterly Distribution Date, and interest (if applicable) owing to the Noteholders of such series of Series 2006-1 Reset Rate Notes to the Remarketing Agents for delivery to the Swap Counterparties to the related Currency Swap Agreements, who shall exchange such amount into the applicable currency for delivery to the Trustee or its agent for delivery to the Noteholders of such series of Series 2006-1 Reset Rate Notes; provided, however, that if there are no such Currency Swap Agreements then in effect, the holder of such Call Option shall remit all amounts due and owing to the Remarketing Agents for delivery to the Trustee or its agent for delivery to the Noteholders of such series in the applicable currency on or before the Reset Date in accordance with the standard procedures established by the related Clearing Agencies for transfer of securities to ensure timely payment of principal to the Noteholders of such series on the related Reset Date.

          (f)    If a Call Option is exercised with respect to a series of Series 2006-1 Reset Rate Notes, (i) the interest rate on such series will be the Call Rate, (ii) such series will be denominated in U.S. Dollars and (iii) a Reset Period of three months will be established. At the end of such three month Reset Period, the holder of the related Call Option may either remarket such series of Series 2006-1 Reset Rate Notes pursuant to the remarketing procedures set forth in this Annex II and in the Remarketing Agreement, or retain such series for one or more successive three-month Reset Periods at the then-current Call Rate. In the event the holder of the related Call Option chooses to remarket such series of Series 2006-1 Reset Rate Notes, such holder shall be solely responsible for all costs and expenses relating to the preparation of any new offering document and any other related costs and expenses associated with such remarketing, other than the fees of the Remarketing Agents, as more fully set forth in Section 3 of the Remarketing Agreement.

           Section 2.07.   Hold Notice. If a series of Series 2006-1 Reset Rate Notes are denominated in U.S. Dollars during both the then-current Reset Period and the immediately following Reset Period, the Noteholders of such series of Series 2006-1 Reset Rate Notes will have the option to deliver a Hold Notice to any Remarketing Agent setting forth their desire to hold their Series 2006-1 Reset Rate Notes for the next Reset Period at a rate of interest not less than the All Hold Rate and on the terms set forth in the related Remarketing Terms Notice, at any time on or after the Remarketing Terms Determination Date until the Notice Date. Such Hold Notice may be delivered as an oral statement to a Remarketing Agent, if subsequently confirmed in writing within 24 hours, which confirmation may be in the form of an e-mail if timely received by the Remarketing Agent. If a Noteholder of a series of Series 2006-1 Reset Rate Notes does not timely deliver a Hold Notice to a Remarketing Agent (such Hold Notice not to be considered delivered until actually received by such Remarketing Agent), such Noteholder will be deemed to have tendered for remarketing 100% of the Outstanding Amount of its Series 2006-1 Reset Rate Notes. Any duly delivered Hold Notice will be irrevocable, but will be subject to a mandatory tender of such series of Series 2006-1 Reset Rate Notes pursuant to any exercise of the related Call Option. All of such series of Series 2006-1 Reset Rate Notes, whether tendered or not, will bear interest during any related Reset Period on the same terms.

          Section 2.08.   Spread Determination Date.

          (a)    On each Spread Determination Date, unless a Failed Remarketing has been declared or the holder of the related Call Option has delivered the related Call Option Notice or the related Series 2006-1 Reset Rate Notes are to be redeemed pursuant to Section 2.13 of this Annex II, the Issuer Administrator, the Issuer and the Remarketing Agents will enter into a Supplemental Remarketing Agency Agreement.

          (b)    If pursuant to the Remarketing Terms Notice, the Remarketing Agents, in consultation with the Issuer Administrator, have determined that the Series 2006-1 Reset Rate Notes are to be reset to bear a fixed rate of interest, then the applicable fixed rate of interest for the corresponding Reset Period will be determined on the Spread Determination Date by adding (i) the applicable spread as determined by the Remarketing Agents on the Spread Determination Date; and (ii) the yield to maturity on the Spread Determination Date of the applicable fixed rate pricing benchmark, selected by the Remarketing Agents, as having an expected weighted average life based on a scheduled maturity at the next Reset Date, which would be used in accordance with customary financial practice in pricing new issues of asset-backed securities of comparable average life; provided that such fixed rate of interest will in no event be lower than the related All Hold Rate, if applicable. The Remarketing Agents shall determine the applicable fixed rate of interest for the Series 2006-1 Reset Rate Notes (by reference to the applicable fixed rate pricing benchmark plus or minus the spread determined on the Remarketing Terms Determination Date) on each Spread Determination Date irrespective of whether no remarketing will occur as the result of the application of the All Hold Rate. In addition, on the related Spread Determination Date, the Remarketing Agents, in consultation with the Issuer Administrator, shall determine the Supplemental Interest Deposit Amount, if any, for the Series 2006-1 Reset Rate Notes.

          (c)    If pursuant to the Remarketing Terms Notice, the Remarketing Agents, in consultation with the Issuer Administrator, have determined that the Series 2006-1 Reset Rate Notes are to be reset to bear a floating rate of interest, then, on the related Spread Determination Date, the Remarketing Agents will establish the applicable Spread to be added or subtracted from the applicable Index; provided that such floating rate of interest will in no event be lower than the related All Hold Rate, if applicable. In addition, on the related Spread Determination Date, the Remarketing Agents, in consultation with the Issuer Administrator, shall determine the Supplemental Interest Deposit Amount, if any, for the Series 2006-1 Reset Rate Notes.

          (d)    If required pursuant to Section 2.01(c) of this Annex II, on the related Reset Date the Issuer shall enter into either (i) one or more Currency Swap Agreements, if the Series 2006-1 Reset Rate Notes are to be reset into a Foreign Exchange Mode, or (ii) one or more Swap Agreements if the Series 2006-1 Reset Rate Notes are to be reset in U.S. Dollars and to bear interest at a fixed rate or at a floating rate other than one based on LIBOR or a Commercial Paper Rate, with an Eligible Counterparty.

          (e)    On or immediately following the Spread Determination Date, the Remarketing Agents will communicate in writing (including facsimile or other electronic transmission if in accordance with each Clearing Agency's standard procedures) the contents of the Spread Determination Notice to each Clearing Agency or the Noteholders of the related Series 2006-1 Reset Rate Notes if Definitive Notes have been issued, as applicable, with instructions to distribute such notices to its related participants, or to the Noteholders of the related Series 2006-1 Reset Rate Notes, as applicable, the Trustee and the Rating Agencies. The Spread Determination Date Notice will contain: (i) the determined Spread, indices and auction rate or fixed rate of interest, as the case may be, or, if applicable, a statement that the All Hold Rate or the Failed Remarketing Rate will be in effect for the immediately following Reset Period, (ii) any applicable currency exchange rate, (iii) the identity of any selected Swap Counterparty or Counterparties, if applicable, (iv) if applicable, the floating rate (or rates) of interest to be due to each selected Swap Counterparty with respect to each Quarterly Distribution Date during the immediately following Reset Period and (v) any other information that the Issuer Administrator or the Remarketing Agents deem applicable. Furthermore, if the series of Series 2006-1 Reset Rate Notes is to be reset into a Foreign Exchange Mode, the currency exchange rate, the Extension Rate due to each related Currency Swap Counterparty and the Failed Remarketing Rate applicable to such Series 2006-1 Reset Rate Notes for the immediately following Reset Period will be determined pursuant to the terms of the related Currency Swap Agreement and contained in the Spread Determination Notice. In addition, if required for the immediately following Reset Period, on or before the related Spread Determination Date the Issuer Administrator will arrange for new or additional securities identification codes to be obtained as required. Furthermore, the Issuer Administrator, on behalf of the Issuer, will prepare the final Remarketing Memorandum, dated the Spread Determination Date, setting forth the terms of the series of Series 2006-1 Reset Rate Notes for the upcoming Reset Period.

          Section 2.09.   Currency Swap Agreements and Interest Rate Exchange Agreements.

          (a)    If a series of the Series 2006-1 Reset Rate Notes is to be reset into a Foreign Exchange Mode, on the related Reset Date, the Issuer will enter into or will instruct the Trustee to enter into (not in its individual capacity, but solely as Trustee) one or more Currency Swap Agreements for the related Reset Period.

          (i)    Each Currency Swap Counterparty which is party to a related Currency Swap Agreement will be entitled to receive: (A) on the effective date of such Currency Swap Agreement, all secondary market trade proceeds received from purchasers of such series of the Series 2006-1 Reset Rate Notes in the applicable currency, (B) with respect to each applicable Quarterly Distribution Date, (x) an interest rate of Three-Month LIBOR, plus or minus a spread, as determined from the bidding process described in subsection (c) of this Section (other than as may be interpolated for an initial or final calculation period under that Currency Swap Agreement), multiplied by the U.S. Dollar Equivalent Principal Amount of such series of the Series 2006-1 Reset Rate Notes, and multiplied by a fraction determined by the number of days in the applicable Interest Accrual Period and the applicable Day Count Basis and (y) all payments of principal in U.S. Dollars that are allocated to such series of the Series 2006-1 Reset Rate Notes; provided that if a series of the Series 2006-1 Reset Rate Notes are then structured not to receive a payment of principal until the end of the related Reset Period, all principal payments allocated to such series on any Quarterly Distribution Date will be deposited into the applicable Accumulation Account and paid to the related Currency Swap Counterparties on or about the next Reset Date as set forth in the related Currency Swap Agreements (including all sums required to be deposited therein on the Reset Date), but excluding all investment earnings thereon, and (C) on a Reset Date corresponding to a successful remarketing or an exercise of the related Call Option or Optional Redemption, all U.S. Dollar currency equivalent of all secondary market trade proceeds or proceeds from the exercise of the related Call Option or the Optional Redemption of the Series 2006-1 Reset Rate Notes, as applicable, received from the Remarketing Agents directly from purchasers of the Series 2006-1 Reset Rate Notes (if in U.S. Dollars), from the new Currency Swap Counterparty or Counterparties, as applicable (if in non-U.S. Dollar currency) or from the holder of the related Call Option or pursuant to Section 2.13(a) of this Annex II, as applicable.

          (ii)    In addition, each related Currency Swap Counterparty will be obligated to pay to the Paying Agent, on behalf of the Issuer (for payment to the Noteholders of the related series of Series 2006-1 Reset Rate Notes, if applicable): (A) on the effective date of such Currency Swap Agreement, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the applicable series of Series 2006-1 Reset Rate Notes, (B) with respect to each applicable Quarterly Distribution Date, (x) their applicable percentage of the applicable rate of interest on such series of the Series 2006-1 Reset Rate Notes multiplied by the Outstanding Amount of such series and multiplied by a fraction determined by the number of days in the applicable Interest Accrual Period and the applicable Day Count Basis, and (y) the applicable non-U.S. Dollar currency equivalent of the U.S. Dollars such Swap Counterparty concurrently receives from the Issuer as a payment of principal allocated to the Noteholders such series of the Series 2006-1 Reset Rate Notes (including, on the related Maturity Date for such series, if a Currency Swap Agreement is then in effect, the remaining Outstanding Amount of the applicable series of Series 2006-1 Reset Rate Notes) but only to the extent that the required U.S. Dollar Equivalent Principal Amount is received from the Issuer on such date, at an exchange rate to be set on the effective date of and set forth in the related Currency Swap Agreement, (C) on the date subsequent to any Reset Date (other than for any Reset Date following a Reset Date upon which a Failed Remarketing has occurred, up to and including the Reset Date resulting in a successful remarketing or an exercise of the related Call Option or Optional Redemption) on which the principal amount is actually paid to the related Holders of such Series 2006-1 Reset Rate Notes, their applicable percentage of any required amount of additional interest, at the interest rate applicable to the tendered Series 2006-1 Reset Rate Notes resulting from any required delay in Reset Date payments through Euroclear and Clearstream, on the principal amount to be paid to the such Holders of Series 2006-1 Reset Rate Notes on such date, and (D) on a related Reset Date corresponding to a successful remarketing or an exercise of the related Call Option or the Optional Redemption, the applicable currency equivalent of all U.S. Dollar secondary market trade proceeds received by the Issuer from the purchasers of the related series of Series 2006-1 Reset Rate Notes or proceeds received by the Issuer from the exercise of the related Call Option or Optional Redemption, as applicable, at an exchange rate to be set on the effective date of and set forth in the related Currency Swap Agreement. For any Reset Period following a Reset Date upon which a Failed Remarketing has occurred for a series of the Series 2006-1 Reset Rate Notes, up to any including the Reset Date resulting in a successful remarketing or an exercise of the related Call Option or Optional Redemption for such series of Series 2006-1 Reset Rate Notes, payments of interest and principal to Noteholders of such series will be made no later than the second Business Day following the related Reset Date without the payment of any additional interest.

          (b)    On each Reset Date if a series of the Series 2006-1 Reset Rate Notes are to be reset in U.S. Dollars, and a Swap Agreement is required pursuant to Sections 2.01(c) of this Annex II and subsection (d) of this Section, then the Issuer Administrator will enter into or will instruct the Trustee to enter into (not in its individual capacity, but solely as Trustee), one or more Interest Rate Swap Agreements for the next Reset Period to facilitate the Issuer's ability to pay applicable interest at the related interest rate.

          (i)    Each Swap Counterparty which is party to a related Interest Rate Swap Agreements will be entitled to receive on each Quarterly Distribution Date an interest rate of Three-Month LIBOR, plus or minus a spread, as determined from the bidding process described in subsection (c) of this Section, multiplied by the Outstanding Amount of the applicable series of Series 2006-1 Reset Rate Notes and multiplied by a fraction determined by the number of days in the applicable Interest Accrual Period and the applicable Day Count Basis.

          (ii)    In addition, each related Swap Counterparty which is a party to a related Interest Rate Swap Agreement will be obligated to pay to the Issuer on each Quarterly Distribution Date, the applicable rate of interest on the related series of Series 2006-1 Reset Rate Notes multiplied by the Outstanding Amount of such series and multiplied by a fraction determined by the number of days in the applicable Interest Accrual Period and the applicable Day Count Basis.

          (c)    The Remarketing Agents, in consultation with the Issuer Administrator, in determining the Swap Counterparty to each required Swap Agreement, will solicit bids from at least three Eligible Counterparties and will select the lowest of these bids to provide the interest rate swap and/or currency exchange swap(s). If the lowest bidder specifies a notional amount that is less than the Outstanding Amount of the applicable series of the Series 2006-1 Reset Rate Notes, the Remarketing Agents, in consultation with the Issuer Administrator, may select more than one Eligible Counterparty, but only to the extent that such additional Eligible Counterparties have provided the next lowest received bid or bids, and enter into more than one Swap Agreement that result in the Rating Agency Condition being satisfied.

          (d)    It is a condition precedent to the entering into of any Swap Agreement and the setting of the amount to be paid to the related Swap Counterparty that the Rating Agency Condition is satisfied. No Swap Agreement will be entered into or caused to be entered into by the Issuer, the Issuer Administrator on its behalf or the Remarketing Agents, for any Reset Period where the related Call Option or Optional Redemption has been exercised or a Failed Remarketing has been declared.

          (e)    Each Currency Swap Agreement will terminate at the earliest to occur of (i) the next succeeding Reset Date for the related series of Series 2006-1 Reset Rate Notes for which there is a successful remarketing, (ii) the Reset Date for such series for which the related Call Option or Optional Redemption is exercised, (iii) the Quarterly Distribution Date on which the related Outstanding Amount of the applicable series of Series 2006-1 Reset Rate Notes is reduced to zero or (iv) the Stated Maturity of such series of Series 2006-1 Reset Rate Notes. No Currency Swap Agreement will terminate solely due to the declaration of a Failed Remarketing. Each Interest Rate Swap Agreement will terminate on the earliest to occur of the next Reset Date, or the occurrence of an event specified in clause (iii) or (iv) above.

          (f)    With respect to each Currency Swap Agreement, and in the event that a Failed Remarketing is declared, the rate of interest due to each related Currency Swap Counterparty from the Issuer on each Quarterly Distribution Date will be increased to the Extension Rate and the rate due to the Issuer from each related Currency Swap Counterparty will change to equal the Failed Remarketing Rate.

          (g)    The Issuer shall not enter into any amendment to any Currency Swap Agreement to cure any ambiguity in, or to correct or supplement any provision of any Currency Swap Agreement, unless the Issuer has determined, and the Trustee has agreed in writing at the written direction of the Issuer, that the amendment will not materially adversely affect the interests of the applicable Noteholders and provided that the Issuer has provided reasonable notice to the Rating Agencies of such amendment and the Rating Agency Condition is satisfied.

          Section 2.10.   Payment of Principal on the Series 2006-1 Reset Rate Notes.

          (a)    If, on any Quarterly Distribution Date, a principal payment would be payable to a series of Series 2006-1 Reset Rate Notes when such series is structured to receive a payment of principal only at the end of the related Reset Period (as is the case for the Series 2006-1A-7A Senior Notes for the initial Reset Period), those principal payments will be allocated to such and deposited into the applicable Accumulation Account of the Accumulation Fund where it will remain until the next Reset Date for such series as provided in Section 4.08 of the Indenture (except that if such series of the Series 2006-1 Reset Rate Notes are in a Foreign Exchange Mode, principal will be paid according to the provisions of Sections 2.09(a)(i) and (a)(ii) of this Annex II), unless an Event of Default under the Indenture has occurred (in which case the Trustee will distribute all sums on deposit therein to the Noteholders of the applicable series of Series 2006-1 Reset Rate Notes in accordance with the provisions of Section 6.06 of the Indenture). The Trustee shall establish an Accumulation Account and a Supplemental Interest Account for the Series 2006-1-7A Notes during their initial Reset Period.

          (b)    On each Reset Date for a series of Series 2006-1 Reset Rate Notes when such series is structured to receive a payment of principal only at the end of the related Reset Period (as is the case for the Series 2006-1A-7A Senior Notes for the initial Reset Period), all sums, if any, then on deposit in the applicable Accumulation Account of the Accumulation Fund, including any allocation of principal made on the same date will be distributed by the Trustee, at the direction of the Issuer Administrator, as set forth in Section 4.08 of the Indenture, to the Noteholders of such series, as of the related Record Date, or the related Currency Swap Counterparty or Counterparties (as applicable), in reduction of principal of such series of Series 2006-1 Reset Rate Notes; provided, that, in the event on any Quarterly Distribution Date the amount on deposit in the related Accumulation Account of the Accumulation Fund would equal the Outstanding Amount of such series of Series 2006-1 Reset Rate Notes, no additional amounts will be deposited into the related Accumulation Account of the Accumulation Fund and all amounts therein will be distributed by the Trustee, at the direction of the Issuer Administrator, as set forth in Section 4.08 of the Indenture, on the next related Reset Date to the related Noteholders (or to the related Currency Swap Counterparty or Counterparties), and on such Reset Date such series of Series 2006-1 Reset Rate Notes will no longer be Outstanding.

          (c)    The Trustee, subject to sufficient available funds therefor, at the direction of the Issuer Administrator and pursuant to Section 4.05 of the Indenture, will deposit into a Supplemental Interest Account, the related Supplemental Interest Deposit Amount. On each Quarterly Distribution Date, all sums (which shall include investment earnings) on deposit in the Supplemental Interest Account shall be transferred to the Collection Fund.

          Section 2.11.   Remarketing Agents; Remarketing Fee Account.

          (a)    The initial Remarketing Agents, appointed pursuant to the terms of the Remarketing Agreement are UBS Securities LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co. The terms and conditions of the Remarketing Agreement will govern the duties and obligations of the Remarketing Agents. The Issuer Administrator, the Issuer and the Remarketing Agents will enter into on each related (i) Remarketing Terms Determination Date, a related Remarketing Agency Agreement in form and substance substantially the same as Appendix A to the Remarketing Agreement, unless (A) a Failed Remarketing is declared, (B) the holder of the related Call Option has delivered the related Call Option Notice on or prior to such date or (C) the series of Series 2006-1 Reset Rate Notes are to be redeemed pursuant to the Optional Redemption; and (ii) Spread Determination Date, a Supplemental Remarketing Agency Agreement in form and substance substantially the same as Appendix B to the Remarketing Agreement, unless (A) a Failed Remarketing is declared, (B) the holder of the related Call Option has delivered the related Call Option Notice on or prior to such date, (C) the series of Series 2006-1 Reset Rate Notes are to be redeemed pursuant to the Optional Redemption or (D) if applicable, 100% of the related Noteholders have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period.

          (b)    Excluding all Series 2006-1 Reset Rate Notes for which a Remarketing Agent has received a timely delivered Hold Notice, if applicable (or if the holder of the related Call Option has delivered the related Call Option Notice), on the Reset Date that commences each Reset Period for a series of Series 2006-1 Reset Rate Notes, each Reset Rate Note for such series will be automatically tendered, or deemed tendered, to the relevant Remarketing Agent for remarketing by such Remarketing Agent on the related Reset Date at 100% of its Outstanding Amount. If such series is held in book-entry form, 100% of the Outstanding Amount of such series will be paid by the related Remarketing Agents in accordance with the standard procedures of the applicable Clearing Agencies.

          (c)    The Remarketing Agents will attempt, on a reasonable efforts basis and in accordance with the terms and conditions of the Remarketing Agreement and the related Remarketing Agency Agreement, to remarket the tendered Series 2006-1 Reset Rate Notes of the applicable series at a price equal to 100% of the Outstanding Amount of the Series 2006-1 Reset Rate Notes so tendered.

          (d)    Purchasers of a series of Series 2006-1 Reset Rate Notes will be credited with their positions on the applicable Reset Date with respect to positions held through the Securities Depository. No payment delay to existing Noteholders of a series of Series 2006-1 Reset Rate Notes holding U.S. Dollar-denominated Series 2006-1 Reset Rate Notes through the Securities Depository will occur on the related Reset Date if such series of Series 2006-1 Reset Rate Notes are denominated in U.S. Dollars during the immediately following Reset Period.

          (e)    Each of the Remarketing Agents, in its individual or any other capacity, may buy, sell, hold and deal in any series of the Notes, including, but not limited to, purchasing any tendered Series 2006-1 Reset Rate Notes as part of the remarketing process. Any Remarketing Agent that owns a Reset Rate Note may exercise any vote or join in any action which any beneficial owner of any series of Notes may be entitled to exercise or take with like effect as if it did not act in any capacity under the Remarketing Agency Agreement. Any Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Issuer, the Depositor, the Trustee (in its individual capacity), the Eligible Lender Trustee (in its individual capacity) or the Issuer Administrator as freely as if it did not act in any capacity under the Remarketing Agreement or any Remarketing Agency Agreement. No Noteholder or beneficial owner of any Series 2006-1 Reset Rate Note will have any rights or claims against any Remarketing Agent as a result of such Remarketing Agent's not purchasing any tendered Reset Rate Note, which results in the declaration of a Failed Remarketing.

          (f)    Each of the Remarketing Agents will be entitled to receive a fee in connection with their services rendered for each successful remarketing of the Series 2006-1 Reset Rate Notes in the amount set forth in the Remarketing Agreement and the related Remarketing Agency Agreement. Subject to the terms and conditions set forth in the Remarketing Agreement, the Issuer Administrator, in its sole discretion, may change the Remarketing Agents for a series of Series 2006-1 Reset Rate Notes for any Reset Period at any time on or before the related Remarketing Terms Determination Date. In addition, the Issuer Administrator will appoint one or more additional Remarketing Agents, if necessary, for a Reset Date when a series of Series 2006-1 Reset Rate Notes will be remarketed in a non-U.S. Dollar currency. Furthermore, a Remarketing Agent may resign at any time; provided that no resignation may become effective on a date that is later than 15 Business Days prior to a Remarketing Terms Determination Date.

          (g)    In accordance with Section 4.03(d) of the Indenture, on the Closing Date, the Issuer shall establish the Remarketing Fee Account, which will be held by the Trustee for the benefit of the Remarketing Agents and, in certain circumstances, the Noteholders of the Senior Notes. The fees associated with each successful remarketing will be payable directly to the Remarketing Agents from amounts on deposit from time to time in the Remarketing Fee Account. On each Quarterly Distribution Date, Funds will be deposited into the Remarketing Fee Account, in the priority set forth in Section 4.05 of the Base Indenture, in an amount up to the Quarterly Funding Amount; provided that if the amount on deposit in the Remarketing Fee Account, after the payment of any remarketing fees therefrom, exceeds the Reset Period Target Amount, such excess will be withdrawn on the related Quarterly Distribution Date, deposited into the Collection Fund for that Quarterly Distribution Date. All investment earnings on deposit in the Remarketing Fee Account will be withdrawn on the next Quarterly Distribution Date, deposited into the Collection Fund for that Quarterly Distribution Date. In the event that the fees owed to any Remarketing Agent on a Reset Date exceed the amount then on deposit (after giving effect to distributions made on such Reset Date) in the Remarketing Fee Account, such shortfall shall be paid from the Collection Fund on future Quarterly Distribution Dates in the priority set forth in Section 4.05 of the Base Indenture. The Issuer shall also be responsible for certain remarketing costs and expenses to the extent set forth in Section 3 of the Remarketing Agreement, which shall be paid on each Quarterly Distribution Date from the Collection Fund at the priority set forth in Section 4.05 of the Base Indenture.

          Section 2.12.   Execution of Documents. The Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Trustee, any Swap Agreements including any Interest Rate Swap Agreements and any Currency Swap Agreements, and any required supplement, amendment or replacement thereof, as the Issuer Administrator, in writing and from time to time, shall instruct the Trustee. The Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Issuer Administrator. Notwithstanding the foregoing, in the event that the Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Issuer Administrator, the Issuer Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Issuer Administrator on behalf of the Issuer, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Issuer to the Issuer Administrator to act on its behalf and the Issuer Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures.

           Section 2.13.   Optional Redemption.

          The Issuer has the option to redeem a series of Series 2006-1 Reset Rate Notes, in whole only, at a redemption price equal to 100% of the Outstanding Principal Amount of such series of Series 2006-1 Reset Rate Notes, less all amounts distributed to the Noteholders of such series as a payment of principal on the related redemption date, plus any accrued and unpaid interest not paid by the Issuer on the applicable redemption date. The Optional Redemption can be exercised only on (i) any Reset Date; (ii) while a series of Series 2006-1 Reset Rate Notes bears interest at an auction rate, on any related Interest Payment Date; and (iii) upon a Failed Remarketing for a series of Series 2006-1 Reset Rate Notes. If a series of Series 2006-1 Reset Rate Notes is optionally redeemed while bearing interest at an auction rate, any Carry-Over Amounts accrued on such series will be extinguished on the date of redemption.

          Section 2.14.   Notices to Clearing Agency.

          Whenever a notice or other communication is required under this Annex II or under the Indenture to be given to Noteholders of a series of Series 2006-1 Reset Rate Note, unless and until Definitive Notes shall have been issued to Noteholders pursuant to the Indenture, the Trustee shall give all such notices and communications specified herein to the applicable Clearing Agency.

EXHIBIT A-1

FORM OF SERIES 2006-1 LIBOR RATE 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.

Student Loan Asset-Backed Note
Senior Series 2006-1A-_

No. __-____ $____________

Stated Maturity Date

_______, 20__ Date of Original Issue

April 25, 2006 Interest Rate

LIBOR + __% CUSIP

_____ ___

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 2006-1 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 2006-1 Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2006-1 Notes is outstanding, the Holder of all outstanding Series 2006-1 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 series of Senior Notes (collectively referred to herein as the "Series 2006-1 LIBOR Rate Notes") issued by the Issuer pursuant to a Second Amended and Restated Indenture of Trust, dated as of April 1, 2003 (as supplemented and amended previously and as supplemented by the Seventh Supplement dated as of April 1, 2006 and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

          Reference is hereby made to the Indenture, copies of which are on file in the Principal 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 2006-1 LIBOR Rate Notes are being issued as, and will constitute, Senior 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 Note shall be computed on the basis of a 360-day year for the number of days actually elapsed, 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 2006-1 Notes and the redemption provisions of the Series 2006-1 Notes will be determined in accordance with the terms, conditions and provisions of the Seventh 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.

          The determination of the Applicable Interest Rate by the Trustee or any other authorized Person pursuant to the provisions of the Seventh Supplement shall be conclusive and binding on the Holders of the Series 2006-1 Notes.

          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 Original 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.

          If provision is made for the payment of principal of 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 Series 2006-1 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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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 A-2

FORM OF SERIES 2006-1 RESET RATE NOTE

          THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR 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 (1)(A) 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) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) AND (7) UNDER THE SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE NOTE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE NOTE REGISTRAR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

          [IF HELD BY DTC] [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.]

          [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

COLLEGE LOAN CORPORATION TRUST I
STUDENT LOAN ASSET-BACKED NOTE
SERIES 2006-1A-7_ SENIOR RATE NOTES
RESET RATE NOTES

No. R-____ REGISTERED $____________

Date of Original
     Issuance

April 25, 2006 Stated Maturity
Date

April 1, 2046 Rule 144A/Reg S
CUSIP No. Rule 144A/Reg.
S ISIN No. Interest
Rate

PRINCIPAL AMOUNT: _______________________________________ AND 00/100 [DOLLARS]

REGISTERED HOLDER: ____________________.

          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 2006-1 Reset Rate 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 2006-1 Reset Rate Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2006-1 Reset Rate Notes is outstanding, the Holder of all outstanding Series 2006-1 Reset Rate 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.

          This Note is one of an authorized series of Senior Reset Rate Notes (collectively referred to herein as the "Series 2006-1 Reset Rate Notes") issued by the Issuer pursuant to a Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as supplemented and amended previously and as supplemented by the Seventh Supplement dated as of April 1, 2006 (the "Seventh Supplement") and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

          Reference is hereby made to the Indenture, copies of which are on file in the Principal 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 will 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 2006-1 Reset Rate Notes are being issued as, and will constitute, Senior 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 Issuer shall pay interest on this note at the rate set forth in Schedule A attached hereto, on each Quarterly Distribution Date until the principal of this note is paid or made available for payment as set forth in Schedule A attached hereto, on the principal amount of this note outstanding on the preceding Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date, if any). Interest on this note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Original Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period") as set forth in Schedule A attached hereto.

          The principal of and interest on this note are payable in the currency set forth in Schedule A attached hereto. If the specified date for any payment of principal or interest accrued to such specified date shall be a day other than a Business Day then such payment may be made on the next succeeding Business Day, with the same force and effect as if made on the specified date for such payment without additional interest. Interest on the Series 2006-1A-7_ Senior Notes during the initial Reset Period and during any subsequent Reset Period when the Series 2006-1A-7_ Senior Notes bear a fixed rate of interest and are denominated in a currency other than U.S. Dollars will be calculated in accordance with the Actual/Actual (ISMA) Accrual Method, or another Day Count Basis as may be established on the related Remarketing Terms Determination Date. Interest on the Series 2006-1A-7_ Senior Notes during any Reset Period when such notes bear a fixed rate of interest and are denominated in U.S. Dollars will be computed on the basis of a 360 day year consisting of twelve 30 day months.

          Principal of the Series 2006-1A-7_ Senior Notes shall be allocable on each Quarterly Distribution Date and payable as set forth in Schedule A attached hereto to the extent moneys have been allocated therefor pursuant to the Indenture. "Distribution Date" means the twenty-fifth (25th) day of each January, April, July and October, or, if any such date is not a Business Day, the next succeeding Business Day, commencing July 25, 2006.

          If during any Reset Period (including the initial Reset Period) the Series 2006-1A-7_ Senior Notes are structured to receive principal distributions only on the next related Reset Date, the registered owners of the Series 2006-1A-7_ Senior Notes will not be paid principal on any related Quarterly Distribution Date when principal is allocated to the Series 2006-1A-7_ Senior Notes. All such allocated principal will be deposited into the related Accumulation Account for payment on the Series 2006-1A-7_ Senior Notes, generally, on the next related Reset Date in accordance with the procedures set forth in Appendix A to the Indenture. All principal payments on the Series 2006-1A-7_ Senior Notes shall be made pro rata to the registered owners thereof.

          Interest on the Series 2006-1A-7_ Senior Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Series 2006-1A-7_ Senior Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Series 2006-1A-7_ Senior Rate. The Series 2006-1A-7_ Senior Rate will be reset on the Initial Reset Date set forth in Schedule A attached hereto and on each Reset Date thereafter in accordance with the provisions of Appendix A to the Indenture. The Initial Reset Date for the Series 2006-1A-7_ Senior Notes is the Quarterly Distribution Date on April 26, 2009. [The "Series 2006-1A-7A Senior Rate" for each Interest Accrual Period during the initial Reset Period shall be equal to 0.__% per annum, calculated on the basis of a 360 day year consisting of twelve 30-day month.][The "Series 2006-1A-7B Senior Rate" for each Interest Accrual Period during the initial Reset Period shall be equal to an annual rate of Three-Month LIBOR plus 0.__%, calculated on the basis of the actual number of days elapsed and a 360 day year.]

          Interest on the Series 2006-1A-7_ Senior Notes after the initial Reset Period may be reset to bear either a fixed, auction or floating rate of interest at the option of the Remarketing Agents, in consultation with the Issuer Administrator. The interest rate, or the mechanism for calculating the interest rate, on the Series 2006-1A-7_ Senior Notes will be reset as of each Reset Date as determined by (i) the Remarketing Agents, in consultation with the Issuer Administrator, with respect to (A) the length of the Reset Period, (B) whether the rate is fixed, auction or floating and (I) if floating, the applicable Index, (II) if auction, the initial auction rate, or (III) if fixed, the applicable pricing benchmark (C) the applicable Day Count Basis, (D) the applicable currency denomination, i.e., U.S. Dollars, Euros, Pounds Sterling or another non-U.S. Dollar currency, (E) if in Foreign Exchange Mode, the applicable distribution dates on which interest will be paid to the Noteholders of the Reset Rate Notes, if other than quarterly, (F) the applicable Interest Rate Determination Dates within each Interest Accrual Period, (G) the interval between Interest Rate Change Dates during each Interest Accrual Period, (H) whether the Series 2006-1A-7_ Senior Notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related Reset Period, (I) if applicable, the related All Hold Rate and (J) the priority of payment, clause fourth or sixth, under Section 7(c) of the Seventh Supplement; and (ii) the Remarketing Agents, in their sole determination, with respect to the setting of the applicable (A) fixed rate of interest, (B) auction rate of interest or (C) Spread to the chosen Index, as applicable.

          On each Reset Date for the Series 2006-1A-7_ Senior Notes, the Trustee, in its capacity as DTC Custodian, will attach (or will send to the Registered Holder of this note if not then held in book-entry form) a revised Schedule A attached hereto setting forth the reset terms of this note and copies of the related Remarketing Terms Notice and Spread Determination Notice, which shall be considered an integral part of this note applicable during the related Reset Period.

          The Notes are subject to Optional Redemption as set forth in Section 2.13 of Appendix II of the Seventh Supplement by the Issuer, in whole only, at a redemption price of 100% of the Principal Amount of such Series 2006-1 Reset Rate Notes to be redeemed, plus accrued interest thereon to the redemption date, as follows (i) on any related Reset Date; (ii) while any series of the Series 2006-1 Reset Rate Notes bears interest at an auction rate, on any related Interest Payment Date for such series; and (iii) upon a Failed Remarketing for a series of the Series 2006-1 Reset Rate Notes. If a series of Series 2006-1 Reset Rate Notes is optionally redeemed while bearing interest at an auction rate, any Carry-Over Amounts accrued on the series of Series 2006-1 Reset Rate Notes being redeemed will be extinguished on the date of such Optional Redemption.

          The Series 2006-1A-7_ Senior Notes are also subject to a call option pursuant to Section 2.06 of Appendix II of the Seventh Supplement by College Loan Corporation, or its assignee, on any Reset Date and on any date for a series of Series 2006-1 Reset Rate Notes following a Failed Remarketing for such series and the continuation thereof. The purchase price paid for such reset rate notes will be equal to 100% of the Principal Amount of such Series 2006-1 Reset Rate Notes to be redeemed, plus accrued interest thereon to the purchase date.

          All Series 2006-1A-7_ Senior Notes called for redemption will cease to bear interest after the specified redemption or purchase date, provided funds for their payment are on deposit at the place of payment at the time. Preferably five, but not less than two Business Days prior to each Quarterly Distribution Date on which the Series 2006-1A-7_ Senior Notes are to be redeemed, the Trustee shall cause notice such redemption to be given by mailing a copy of the notice by first-class mail to the Issuer Administrator and Registered Owners of the Series 2006-1A-7_ Senior Notes, at their address as the same shall last appear upon the registration books on such date; provided, however, that failure to give such notice, or any defect therein, shall not affect the validity of any proceedings for the reduction or redemption of the Series 2006-1A-7_ Senior Notes.

          The Indenture provides that the Issuer may enter into a derivative product (a "Derivative Product") between the Issuer and a derivative provider (a "Counterparty"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Counterparty, as originally executed and as amended or supplemented. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be paid on a parity with interest on any class of the Notes.

          The Series 2006-1A-7_ Senior Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Series 2006-1 Reset Rate Notes, other Senior Notes and any Derivative Products are senior to the Subordinate Notes as and to the extent provided in the Indenture. The Series 2006-1 Reset Rate Notes and other Senior Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

          Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Trustee, and to all of the provisions of which any Registered Owner 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; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Notes and any Swap Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner 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 stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof.

          THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

          No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered upon the records of the Trustee upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like class and aggregate principal amount of the same maturity.

          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 Original 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.

          If provision is made for the payment of principal of 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.

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

          IN WITNESS WHEREOF, the Issuer has caused this Series 2006-1 Reset Rate Note to be executed in its name by the manual signature of the Delaware Trustee.

          Dated: April 25, 2006

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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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


                                                      
Signature Guaranteed                                                       
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.

Schedule A
Terms of The Reset Rate Notes

Reset Period Begins:

Reset Period Ends:

Interest Rate Mode:

Series 2006-1A-7__ Rate:

Day Count Basis:

Interest Accrual Period:

Initial Reset Date:

Distribution Date:

          Interest Payable:

          Principal Allocable:

          Principal Payable:

Currency:

SCHEDULE B

EXCHANGES OF INTERESTS IN THE GLOBAL NOTE⁽¹⁾

              The following exchanges of a part of this Global Note for an interest in another Global Note or for an Individual Note, or exchanges of a part of another Global Note or Individual Note for an interest in this Global Note, have been made:

1 This should be included only if the Note is issued in global form.

Date of Exchange
Amount of decrease in
Principal Amount of
this Global Note
Amount of increase in Principal Amount of
this Global Note Principal Amount of this Global Note following such decrease
(or increase)
Signature of authorized officer of
Note Registrar

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 A-3

FORM OF SERIES 2006-1A-IO SENIOR 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.

Student Loan Asset-Backed NoteSenior
Series 2006-1A-IO

No. __-____

Stated Maturity Date

     July 25, 2008 Date of Original Issue

April 25, 2006 Interest Rate

__% CUSIP

_____ ___

Registered Holder: Cede & Co.
Notional 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 interest on the Notional Amount specified above as detailed herein and in the Indenture (as hereinafter defined) until the Stated Maturity Date (or as such Notional Amount may be reduced pursuant to the Indenture), upon presentation and surrender of this Note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for the Series 2006-1 Notes (as hereinafter defined), or a duly appointed successor Paying Agent, and to pay interest on said Notional Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Holder hereof from the date hereof until said Notional Amount is reduced to zero, payable on each Interest Payment Date and at the Stated Maturity Date, at the Interest Rate stated above, 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 2006-1 Notes in the aggregate notional amount of $1,000,000 or more (or, if less than $1,000,000 in Notional Amount of Series 2006-1A-IO Senior Notes is outstanding, the Holder of all outstanding Series 2006-1 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. 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 series of Senior Notes (collectively referred to herein as the "Series 2006-1A-IO Senior Notes") issued by the Issuer pursuant to a Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as supplemented and amended previously and as supplemented by the Seventh Supplement dated as of April 1, 2006 and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

          Reference is hereby made to the Indenture, copies of which are on file in the Principal 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 2006-1 Notes are being issued as, and will constitute, Senior 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 Issuer will pay interest on the Notional Amount of the Series 2006-1A-IO Senior Notes at the rate per annum equal to the Note Interest Rate (as defined in the Indenture) for this Note, on each Quarterly Distribution Date until the Notional Amount of the Series 2006-1A-IO Senior Notes is reduced to zero. Interest on this Series 2006-1A-IO Senior Notes will accrue for each Quarterly Distribution Date on the Notional Amount of the Series 2006-1A-IO Senior Notes until such Notional Amount is reduced to zero, from the most recent Quarterly Distribution Date on which interest has been paid to but excluding such Quarterly Distribution Date or, if no interest has yet been paid, from the Closing Date). Such interest on this Note shall be paid in the manner specified herein.

          If on any Quarterly Distribution Date the amount of interest payable to the Series 2006-1A-IO Senior Notes is not based on the initial principal amount of the Series 2006-1A-6 Senior Notes, the Series 2006-1A-IO Senior Notes will also be entitled to receive series IO Carry-Over Interest in an amount equal to the difference between the amount of interest accrued at the Series 2006-1A-IO Senior Notes interest rate on the initial principal amount of the Series 2006-1A-6 Senior Notes and the amount of interest accrued at such interest rate on the actual principal balance of the Series 2006-1A-6 Senior Notes. Series IO carry-over interest will be paid as further described under Section 4.05 of the Indenture. Any series IO carry-over interest remaining unpaid on the final maturity date for the Series 2006-1A-IO Senior Notes will be payable on subsequent quarterly distribution dates, to the extent of available funds, to the last record owner of the Series 2006-1A-IO Senior Notes.

          Interest payable on this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months, 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 2006-1 Notes and the redemption provisions of the Series 2006-1 Notes will be determined in accordance with the terms, conditions and provisions of the Seventh 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.

          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 Original 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 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.

          If provision is made for the payment of interest and any series IO carry-over 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 Series 2006-1 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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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 2006-1 AUCTION
RATE 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.

Student Loan Asset-Backed Note
Subordinate Series 2006-1B

No. __-____ $____________

Stated Maturity Date

_______, 20__ Date of Original Issue

April 25, 2006 Interest Rate

Variable CUSIP

_____ ___

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 2006-1B 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 2006-1B Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2006-1B Notes is outstanding, the Holder of all outstanding Series 2006-1B 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 series of Subordinate Notes (collectively referred to herein as the "Series 2006-1B Notes") issued by the Issuer pursuant to a Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as supplemented and amended previously and as supplemented by the Seventh Supplement dated as of April 1, 2006 and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

          Reference is hereby made to the Indenture, copies of which are on file in the Principal 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 2006-1B 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 2006-1B 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 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 2006-1B 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 2006-1B 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 Seventh 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 2006-1B Notes, whether in an Auction or otherwise, each purchaser of the Series 2006-1B 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 Seventh Supplement, (b) to have its beneficial ownership of the Series 2006-1B 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 2006-1B Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 2006-1B Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 2006-1B 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 Seventh Supplement shall be conclusive and binding on the Holders of the Series 2006-1B 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 Original 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.

          It is provided in the Seventh Supplement that Series 2006-1B Notes of a denomination larger than $25,000 may be redeemed in part ($25,000 or a multiple thereof) and that upon any partial redemption of any such Series 2006-1B 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 an 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 Series 2006-1B 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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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 C

NOTICE OF A PAYMENT DEFAULT

COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2006-1B

          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 the Notes identified above 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 Seventh Supplemental Indenture of Trust relating to the above-referenced Notes.

          Dated: ________________________

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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
SUBORDINATE SERIES 2006-1B

           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 Seventh Supplemental Indenture of Trust relating to the above-referenced Notes.

          Dated: ________________________

DEUTSCHE BANK TRUST COMPANY AMERICAS, 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
SUBORDINATE SERIES 2006-1B

          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 Seventh Supplemental Indenture of Trust relating to such Notes (the "Seventh Supplement"), as follows:

          1.    The change shall take effect on the 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 Seventh 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 2006-1 Auction Rate 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 paragraph 2(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 paragraph 2(a) above is met but the condition referred to in paragraph 2(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 Seventh 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 SUBORDINATE SERIES 2006-1B

          Notice Is Hereby Given that College Loan Corporation Trust I established new lengths for one or more Auction Periods with respect to the Notes identified above pursuant to the Seventh Supplemental Indenture of Trust relating to such Notes (the "Seventh 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 2.02(g) of Annex I to the Seventh 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 2.02(g) of Annex I to the Seventh Supplement and our prior notice dated ___________________ regarding the proposed change.

          Terms used herein have the meanings set forth in the Seventh 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
SUBORDINATE SERIES 2006-1B

          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 the subject to further change hereafter as provided in the Seventh Supplemental Indenture of Trust relating to such Notes (the "Seventh Supplement").

          Terms used herein have the meanings set forth in the Seventh Supplement.

          Dated: ________________________

                                                                 
as Market Agent


By                                                                  
Name                                                                  
Title                                                                  

EXHIBIT H

RATING AGENCY CONDITION

EXHIBIT I-1

[FORM OF TRANSFEREE'S REPRESENTATION LETTER AND AFFIDAVIT]

State of

County of )
) ss:
)

COLLEGE LOAN CORPORATION TRUST I

STUDENT LOAN ASSET-BACKED NOTES, SERIES 2006-1 RESET RATE NOTES

Deutsche Bank Trust Company Americas,
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Dear Sirs:

1. In connection with our proposed purchase of the above referenced Series 2006-1A-7A Senior Notes and/or Series 2006-1A-7B Senior Notes (the "Notes") issued pursuant to the Second and Restated Indenture of Trust dated as of April 1, 2006 (as amended, the "Indenture"), between College Loan Corporation Trust I, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas as indenture trustee and eligible lender trustee (the "Trustee"), the undersigned represents as follows: [He][She] is a [Title] of [Name of Transferee] (the "Investor").

2. The Investor understands that the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, that the Notes may be resold, pledged or transferred only so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person whom it reasonably believes is a "qualified institutional buyer" as defined in Rule 144A (a "QIB") that purchases for its own account, or a QIB purchasing for the account of a QIB, to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (an "Institutional Accredited Investor") that represents that it is buying the Notes for investment and not with a view to the distribution thereof.

3. The Investor is (check appropriate box):

___
___ a QIB; or
an Accredited Investor that is buying without a view to distribution of the Notes.

4. In the normal course of its business, the Investor invests in or purchases securities similar to the Notes, and the Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Notes. The Investor is aware that it (or any investor account on behalf of which the Notes may be purchased) may be required to bear the economic risk of an investment in the Notes for an indefinite period of time, and it is (or such account is) able to bear such risk for an indefinite period.

5. The Investor is not acquiring such Notes directly or indirectly for, or on behalf of, a "benefit plan investor" as defined in, or subject to, the plan asset regulations set forth at 29 C.F.R. Section 2510.3-101 with respect to a Plan which is subject to Title I of ERISA or Section 4975 of the Code. [In lieu of making the foregoing statement, the Investor may furnish to the Registrar a certification satisfactory in form and substance to the Registrar to the effect that the purchase or holding of such Note directly or indirectly for, or on behalf of, the Transferee qualifies for prohibited transaction exemptive relief under PTCE 96-23, PTCE 95-60, PTCE 91-38, PTCE 90-1, PTCE 84-14 or some other applicable exemption.]

6. The Investor: (a) acknowledges receipt of the Indenture and the Offering Memorandum (the "Offering Memorandum") dated April __, 2006, relating to the Series 2006-1 Reset Rate Notes; the Investor acknowledges that the all payments will be based solely on amounts to be received on the Financed Student Loans. The Investor understands that it is not expected that the Offering Memorandum will be updated to reflect the performance of the Financed Student Loans or for any other purpose; and confirms that it has been given the opportunity to conduct such investigation of the Indenture and the Financed Student Loans and ask such questions of officers of the Depositor or Sponsor as it has considered necessary for purposes of its investment decision.

7. The Investor is not acquiring such Notes, directly or indirectly, for or on behalf of a person who is not a United States person (as defined in Section 7701 of the Code).

Very truly yours,
[INVESTOR]


By:______________________________
Name:
Title:

EXHIBIT I-2

FORM OF RULE 144A CERTIFICATION

Deutsche Bank Trust Company Americas,
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
   as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

__________, 20__

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned Student Loan Asset-Backed Notes, Series 2006-1A-7A Senior Notes and/or Series 2006-1A-7B Senior Notes (the "Notes"), we certify that (a) we understand that the Notes are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from College Loan Corporation and College Loan LLC concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Notes, (c) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Notes, any interest in the Notes or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Notes, any interest in the Notes or any other similar security from, or otherwise approached or negotiated with respect to the Notes, any interest in the Notes 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, or taken any other action, that would constitute a distribution of the Notes under the Act or that would render the disposition of the Notes a violation of Section 5 of the Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Notes, (d) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Act and have completed the form of certification to that effect attached hereto as Annex I, and (e) we are not acquiring a Note, directly or indirectly, for or on behalf of an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended, or any entity, the assets of which would be deemed plan assets under the Department of Labor regulations set forth at 29 C.F.R. §2510.3-101; unless we are acquiring a Note and Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 92-23 or some other applicable prohibited transaction exemption is applicable to the acquisition and holdings of such Note. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Notes for our own account or for resale pursuant to Rule 144A and further, understand that such Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Act.

Very truly yours,

_______________________
Print Name of Transferee

By:___________________
Authorized Officer

ANNEX I TO EXHIBIT I-2

[FORM OF CERTIFICATION]

[Date]

Deutsche Bank Trust Company Americas,
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
   as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

          In connection with our purchase of the above-captioned Student Loan Asset-Backed Notes, Series 2006-1A-7A Senior Notes and/or Series 2006-1A-7B Senior Notes (the "Notes"), the undersigned certifies to each of the parties to whom this letter is addressed that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act")) as follows:

1. It owns and/or invests on a discretionary basis eligible securities (excluding affiliate's securities, bank deposit notes and CD's, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement and currency, interest rate and commodity swaps), as described below:
           Amount²: $_________________; and

2. The dollar amount set forth above is:

1. greater than $3 million and the undersigned is one of the following entities:

• an insurance company as defined in Section 2(13) of the Act;* or

(2) Must be calculated using only securities which the undersigned beneficially held as of the date below.

* A purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the Investment Company Act of 1940, which are neither registered nor required to be registered thereunder, shall be deemed to be a purchase for the account of such insurance company.

• an investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940 or as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

• a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or

• a plan (i) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, the laws of which permit the purchase of securities of this type, for the benefit of its employees and (ii) the governing investment guidelines of which permit the purchase of securities of this type; or

• a corporation (other than a U.S. bank, savings and loan association or equivalent foreign institution), partnership, Massachusetts or similar statutory trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code; or

• a U.S. bank, savings and loan association or equivalent foreign institution, which has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements as of a date not more than 16 months preceding the date of sale in the case of a U.S. institution or 18 months in the case of a foreign institution.; or

• an investment adviser registered under the Investment Advisers Act; or

2. greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or

3. less than $10 million, and the undersigned is a broker-dealer registered with the SEC and will only purchase Rule 144A securities in riskless principal transactions (as defined in Rule 144A); or

4. less than $100 million, and the undersigned is an investment company registered under the Investment Company Act of 1940, which, together with one or more registered investment companies having the same or an affiliated investment adviser, owns at least $100 million of eligible securities; or

5. less than $100 million, and the undersigned is an entity, all the equity owners of which are qualified institutional buyers.

          The undersigned further certifies that it is purchasing Notes for its own account or for the account of others that independently qualify as "Qualified Institutional Buyers" as defined in Rule 144A. It is aware that the sale of the Notes is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Notes may be resold, pledged or transferred only to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A.

          The undersigned agrees that if at some time before the expiration of the holding period described in Rule 144 it wishes to dispose of or exchange any of the Notes, it will not transfer or exchange any of the Notes to a Qualified Institutional Buyer without first obtaining a letter in the form hereof from the transferee and delivering such certificate to the addressees hereof.

          IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Qualified Institutional Buyer on the _____ day of ___________, ____.

Name of Institution
Signature
Name
Title**

** Must be President, Chief Financial Officer, or other executive officer.

EXHIBIT J

FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO
REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD

(PURSUANT TO SECTION 23(i)(A)(3) OF THE SEVENTH SUPPLEMTNAL INDENTURE)

Deutsche Bank Trust Company Americas
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
   as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

          Reference is hereby made to the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as amended the "Indenture"), between College Loan Corporation Trust I, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas as indenture trustee and eligible lender trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          This letter relates to US $[_______] aggregate current principal amount of Series 2006-1A-7A Senior Notes and/or Series 2006-1A-7B Senior Notes (the "Notes) which are held in the form of the Rule 144A Global Note (CUSIP No. _________) with the Depository in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Note (CUSIP No. __________) to be held with [Euroclear] [Clearstream] (Common Code No.____________) through the Depository.

          In connection with such request and in respect of such Notes, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor does hereby certify that:

• the offer of the Notes was not made to a person in the United States,

• [at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States],

• the transferee is not a U.S. Person within the meaning of Rule 902(o) of Regulation S nor a Person acting for the account or benefit of a U.S. Person,

• no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable,

• the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and

• upon completion of the transaction, the beneficial interest being transferred as described above will be held with the Depository through [Euroclear] [Clearstream].

          This certificate and the statements contained herein are made for your benefit and the benefit of the Delaware Trustee and the Issuer.

[Insert Name of Transferor]

By:_______________________________
Name:
Title:

Dated:

EXHIBIT K

FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO
REGULATION S GLOBAL NOTE AFTER RESTRICTED PERIOD

(PURSUANT TO SECTION 23(i)(B)(3) OF THE SEVENTH SUPPLEMENTAL INDENTURE)

Deutsche Bank Trust Company Americas
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
   as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

Reference is hereby made to the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as amended, the "Indenture"), between College Loan Corporation Trust I, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas as indenture trustee and eligible lender trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US $[________] aggregate current principal amount of Notes (the "Notes") which are held in the form of the Rule 144A Global Note (CUSIP No. ________) with the Depository in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Notes for an interest in the Regulation S Global Note (Common Code No. _____).

In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and, (i) with respect to transfers made in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), the Transferor does hereby certify that:

(1) the offer of the Notes was not made to a person in the United States;

(2) [at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States];

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Notes that are being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Delaware Trustee and the Servicer.

[Insert Name of Transferor]

By:_______________________________
Name:
Title:

Dated:

EXHIBIT L

FORM OF TRANSFER CERTIFICATE REGULATION S GLOBAL NOTE
TO RULE 144A GLOBAL NOTE DURING RESTRICTED PERIOD

(PURSUANT TO SECTION 23(i)(C)(3)(i) OF THE SEVENTH SUPPLEMENTAL INDENTURE)

Deutsche Bank Trust Company Americas
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

          Reference is hereby made to the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as amended, the "Indenture"), between College Loan Corporation Trust I, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas as indenture trustee and eligible lender trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          This letter relates to US $[________] aggregate current principal amount of Series 2006-1A-7A Senior Notes and/or Series 2006-1A-7B Senior Notes which are held in the form of the Regulation S Global Note (CUSIP No. _______) with [Euroclear] [Clearstream] (Common Code No.__________) through the Depository in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Notes for an interest in the Regulation 144A Global Note (CUSIP No.____________).

          In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in the Indenture and (ii) Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any jurisdiction.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Trustee, the Issuer and the Initial Purchasers of the offering of the Notes.

[Insert Name of Transferor]

By:_______________________________
Name:
Title:

Dated:

EXHIBIT M

FORM OF TRANSFER CERTIFICATE FOR REGULATION S
GLOBAL NOTE DURING RESTRICTED PERIOD

(PURSUANT TO SECTION 23(i)(D)(3) OF THE SEVENTH SUPPLEMENTAL INDENTURE)

Deutsche Bank Trust Company Americas
   as Trustee
60 Wall Street
MS NYC 60-2606
New York, New York 10005

Wilmington Trust Company,
as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Re: COLLEGE LOAN CORPORATION TRUST I
Student Loan Asset-Backed Notes, Series 2006-1 Reset Rate Notes

Ladies and Gentlemen:

          This certificate is delivered pursuant to Section 3.6(d)(iv) of the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (as amended, the "Indenture"), between College Loan Corporation Trust I, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas as indenture trustee and eligible lender trustee (the "Trustee"), in connection with the transfer by the undersigned (the "Transferor") to _________________ (the "Transferee") of $__________________ current principal amount of Notes, in fully registered form (each, an "Individual Note"), or a beneficial interest of such aggregate current principal amount in the Regulation S Global Note (the "Global Note") maintained by The Depository Trust Company or its successor as Depository under the Indenture (such transferred interest, in either form, being the "Transferred Interest").

          In connection with such transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and (i) with respect to transfers made in accordance with Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the Transferor does hereby certify that:

1. the offer of the Transferred Interest was not made to a person in the United States;

2. [at the time the buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the Transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States];

3. the transferee is not a U.S. Person within the meaning of Rule 902(o) of Regulation S nor a person acting for the account or benefit of a U.S. Person, and upon completion of the transaction, the Transferred Interest will be held with the Depository through [Euroclear] [Clearstream];

4. no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

5. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

          or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Trustee and the Issuer.

[Insert Name of Transferor]

By:_______________________________
Name:
Title:

Dated:

EX-5

OPINION OF STROOCK & STROOCK & LAVAN LLP

April 25, 2006

To the Persons Listed on Schedule I Hereto

Re:       College Loan Corporation Trust I

Ladies and Gentlemen:

We have acted as special counsel to College Loan Corporation Trust I (the “Issuer”) and College Loan LLC (the “Depositor) in connection with the issuance by the Issuer of $1,390,000,000 aggregate principal amount of its Student Loan Asset-Backed Notes, Series 2006-1A-1, Series 2006-1A-2, Series 2006-1A-3, Series 2006-1A-4, Series 2006-1A-5, Series 2006-1A-6, Series 2006-1A-IO and Series 2006-1B (collectively, the “Public Notes”). As such counsel, we have examined copies of: (a) the Second Amended and Restated Indenture of Trust, dated as of April 1, 2006 (the “Base Indenture”) and a related Seventh Supplemental Indenture of Trust, dated as of April 1, 2006 (collectively, with the Base Indenture, the “Indenture”), among the Issuer, Deutsche Bank Trust Company Americas, as eligible lender trustee and as indenture trustee, and the Public Notes issued pursuant thereto, (b) the Trust Agreement, dated as of March 5, 2002, between Wilmington Trust Company (the “Owner Trustee”) and the Depositor, as amended and restated by the Trust Agreement, dated as of March 1, 2002 (as amended and restated, the “Trust Agreement”), among the Owner Trustee and the Depositor, (c) the Underwriting Agreement, dated as of April 19, 2006 (the “Underwriting Agreement”), among College Loan Corporation, the Issuer and Citigroup Global Markets Inc., J. P. Morgan Securities Inc., UBS Securities LLC and Goldman, Sachs & Co. (collectively, the “Underwriters”), (d) the Base Prospectus, dated March 28, 2006 (the “Base Prospectus”), (e) the Prospectus Supplement, dated April 20, 2006 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), and (f) the Registration Statement No. 333-112075 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). We have also examined such other documents, papers, statutes and authorities, as we have deemed necessary as a basis for the opinions hereinafter set forth. The documents referred to in (a) — (c) above, inclusive, are referred to herein as the “Agreements.”

In rendering this opinion, we have assumed (a) the due authorization, execution and delivery of the Agreements by all parties thereto (except for the Issuer and the Depositor), (b) that such parties have the legal power to act in the capacities in which they are to act thereunder (except for the Issuer and the Depositor) and that the Agreements constitute their valid and legally binding obligation subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, (c) the authenticity of all documents submitted to us as originals, (d) the conformity to the original documents of all documents submitted to us as copies and (e) the genuineness of all signatures on all documents submitted to us. As to various matters of fact relevant to the opinions hereinafter expressed, we have relied upon the representations and warranties contained in the Agreements and statements and certificates of officers and representatives of the Issuer, the Depositor 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 laws of the State of New York, the Delaware Limited Liability Company Act, the Delaware Statutory Trust Act and United States federal law.

The opinions expressed in paragraph 4 below, to the extent they relate to matters of federal income taxation, and in paragraph 5 below are based on provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change (possibly on a retroactive basis). In rendering such opinions, we have relied on certain factual, numerical and statistical information provided to us by the Underwriters, as well as representations and warranties contained in the Agreements and statements and representations of the Issuer, the Depositor and others.

Based upon and subject to the foregoing, we are of the opinion that:

1.           The Issuer has the requisite entity power and authority to execute and deliver the Indenture and to perform its obligations thereunder. The Depositor has the requisite entity power and authority to execute and deliver the Trust Agreement and to perform its obligations thereunder.

2.           The Indenture has been duly authorized, executed and delivered by the Issuer and the Trust Agreement has been duly authorized, executed and delivered by the Depositor. The issuance, offer, sale and delivery of the Public Notes have been duly authorized by the Issuer.

3.           The Public Notes, when issued, authenticated, delivered and paid for in accordance with the Indenture and the Underwriting Agreement, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject (a) to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and (b) to the understanding that no opinion is expressed as to the application of equitable principles in any proceeding, whether at law or in equity.

4.           The information (i) in the Prospectus Supplement under the caption “Federal Income Tax Considerations,” and (ii) in the Base Prospectus under the caption “Federal Income Tax Consequences,” to the extent that it constitutes matters of federal or New York law, summaries of legal matters or legal conclusions, has been reviewed by us and is correct in all material respects.

5.           The Public Notes will be treated as debt for federal income tax purposes under federal income tax law, and the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation under federal income tax law.

This opinion is solely for the benefit of the addressees hereof, and may not be relied upon in any manner by any other person or entity without our prior written consent.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder with respect to any part of the Prospectus.

Very truly yours,

/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP

Schedule I

College Loan Corporation Trust I

College Loan LLC

EX-99

FEDERAL FFEL

Origination/Servicing Agreement

College Loan Corporation Trust I

March 11, 2002

TABLE OF CONTENTS

Section Page

1 AFSA Obligations 1

2 LENDER Obligations 4

3 Banking 4

4 Charges 5

5 Term and Termination 6

6 Examination of Records 7

7 Exclusion of Warranties and Limitations of AFSA's Liability 7

8 Indemnification 10

9 Contingency Plan 10

10 Financial and Administrative Responsibility 10

11 Audits 11

12 Waiver of Jury Trial 11

13 Miscellaneous 12

14 AFSA Representations and Warranties 14

Signature Page 16

Exhibit

     EXHIBIT A ORIGINATION SERVICES 17

     EXHIBIT B POST-ORIGINATION SERVICES 21

     EXHIBIT C SERVICING FEES 23

     EXHIBIT D NOTE EXAMINATION ELECTION 26

     EXHIBIT E BLANKET CURE TERMS 28

     EXHIBIT E-1 CURE FEES 31

     EXHIBIT F PLUS CREDIT REVIEW SERVICES TERMS 32

THIS AGREEMENT is made and entered into as of March 11, 2002 by and between AFSA Data Corporation (“AFSA”) and College Loan Corporation Trust I, the beneficial owner (but not legal titleholder) of certain Student Loans (herein called the “LENDER”) at Long Beach, California, with reference to the following facts:

A. AFSA has developed and is marketing a computerized origination, billing, record keeping, accounting, reporting and loan management service designated as the “Guaranteed Student Loan Processing Service” (the “Service”).

B. LENDER desires AFSA to assist it in managing its Federal Stafford (SSL), Federal PLUS and Federal Consolidation loans through the use of the Service.

Now, Therefore, AFSA and LENDER hereby agree as follows:

1. AFSA Obligations.

A. AFSA shall service LENDER’s Federal Stafford (SSL), Federal PLUS and Federal Consolidation loan accounts as provided herein, and any similar student loan accounts as may be mutually agreed upon (the “Accounts”). For the purposes of this Agreement an “Account” shall mean one or more loans having the same holder, borrower (and student in the case of a Federal PLUS loan), loan program, Guarantor, maturity date and repayment terms. Stafford loans, whether subsidized or unsubsidized, shall be considered to have been made under the same loan program.

B. AFSA shall perform all services and duties customary to the servicing of student loans in accordance with generally established procedures and industry standards and practices, including specifically the services and duties specified in Exhibit A (Origination Services), Exhibit B (Post-Origination Services) and Exhibit F (PLUS Credit Review Services Terms) attached to this Agreement. Such services and duties shall be performed with respect to each Account until such Account is paid in full (whether by the borrower or through the payment of Guarantee benefits or otherwise) or deconverted from AFSA’s servicing system in accordance with this Agreement, or this Agreement is otherwise terminated in accordance with Section 5 below.

C. AFSA shall use reasonable care to perform its services and duties hereunder in material compliance with, and as required by, (i) the Higher Education Act, (ii) the applicable Guarantor Regulations, (iii) the applicable Contract of Insurance or Guarantee, and (iv) any other laws and regulations governing the servicing of the Accounts, and the foregoing requirements shall determine the general scope of services hereunder. For purposes of this Agreement the “Higher Education Act” means Part B of Title IV of the Higher Education Act of 1965, as amended from time to time, and the rules and regulations of the U.S. Department of Education or any successor thereto (the “Department”) promulgated thereunder, as amended from time to time, and “Guarantor Regulations” means any manual of policies and procedures to be followed under the guarantee program operated by applicable guarantor of the loans involved (the “Guarantor”), as well as all supplements, amendments, bulletins and updates, and all other written or unwritten policies, procedures, rules and regulations promulgated or adopted, formally or informally by such Guarantor relating to its guarantee program or the administration, interpretations, claims review or enforcement policies, procedures and practices thereunder, as the same are reasonably interpreted and understood by AFSA from time to time.

D. Within a reasonable period after delivery of the loan files to AFSA (generally within 30 days unless otherwise expressly agreed), AFSA shall (i) establish and maintain records received by AFSA with respect to each Account and complete records of AFSA’s servicing of the Account from the date such servicing commenced, (ii) maintain possession of original promissory notes, loan applications and other required supplements that it receives from LENDER stored in a fire-rated, secure vault facility located at 2277 E. 220th Street, Long Beach, California or 501 Bleecker Street, Utica, New York, (iii) otherwise commence servicing the Accounts relating to such loan documents, and (iv) microfilm or otherwise reproduce the promissory notes, loan applications, and other required supplements and cause such reproductions to be stored at Brambles Information Management Corporation or any equivalent facility.

E. If requested in writing by LENDER for any loans not originated by AFSA for LENDER hereunder, AFSA shall make a Full Note Examination or an Abbreviated Note Examination of the original promissory note and other loan documentation for each Account following receipt by AFSA for servicing, as requested by LENDER on Exhibit D (Note Examination Election). Following such initial election, LENDER may from time to time with AFSA’s consent, which consent shall not be unreasonably withheld, select a different loan examination option for a particular set of loans or for all subsequent loans by making a new election with respect thereto or by other appropriate written notice to AFSA.

F. By undertaking the loan examination and other duties provided above, AFSA assumes no responsibility for the origination, disbursement, documentation or prior servicing of any loan (except to the extent that AFSA performed or was obligated to perform any of these services), it being understood and agreed that the originator and/or prior servicer shall be responsible for all aspects of each loan prior to the date on which AFSA is required to commence servicing of such loan hereunder. AFSA shall not be liable in the overall conduct of the loan examination for the entire portfolio being purchased by CLIENT for failure, despite its reasonable efforts, to detect any prior defect or note any exception during the loan examination process. In the event of any such defect or exception, LENDER shall exhaust all recourse and remedies against the original lender, prior services, or other responsible parties before asserting any claim against AFSA related thereto. The microfilm or other reproduction of each borrower file made by AFSA following delivery to AFSA for servicing shall be prima facie evidence of the record of loan documentation received and reviewed by AFSA.

G. If requested in writing by LENDER AFSA shall provide cure services for loans that are unguaranteed due to non-AFSA errors, as provided in Exhibit E (Blanket Cure Terms).

H. If AFSA reasonably determines that any Account has been rejected by a Guarantor and cannot or is not to be cured hereunder, LENDER is responsible for providing direction to AFSA upon AFSA’s written request for the disposition of such Account, which shall remain on AFSA’s servicing system pending such direction from LENDER. If LENDER instructs AFSA to deconvert any Accounts, AFSA shall promptly provide the following deconversion services:

(1) Any files related to Accounts to be returned to LENDER shall be assembled in substantially the manner in which they were received by AFSA, including any pertinent documents or information received or created by AFSA during its servicing;

(2) The files related to such Accounts shall be properly deposited in the U.S. Mail as certified or registered mail addressed to LENDER unless otherwise agreed by LENDER and AFSA. AFSA. shall not be liable for any losses, costs or damages incurred by LENDER if files are lost after being properly deposited in the U.S. Mail. If so instructed by LENDER at any time, AFSA shall procure at LENDER’s expense such available insurance coverage as LENDER may desire with respect to such shipments;

(3) A transmittal shall be provided by AFSA to LENDER listing each Account and certain other mutually-agreeable Account information; and

(4) Each Account record shall be removed from the AFSA servicing system.

The deconversion and file preparation and shipping fees specified in Exhibit C (Servicing Fees) shall apply to and shall be payable concurrently with any deconversion of rejected Accounts as provided above, as well as any deconversion of Accounts following any expiration or termination of this Agreement, or any other removal of Accounts from this Agreement; provided, however, that no such fees shall be charged for any deconversion of Accounts upon termination of this Agreement pursuant to Section 5.B. (upon AFSA breach) or 5.C. or 5.D. (except for reimbursement of reasonable shipping charges as provided therein).

I. If any of the Accounts are guaranteed by a Guarantor which permits electronic interface or expedited or express claims filing or review processing (for example, Texas Guaranteed Student Loan Corporation’s Claims Automated Processing System (TGSLC’s GAPS) or Northwest Education Loan Association’s Express Claim Program (NELA’s ECP)), AFSA may participate therein on LENDER’s behalf. In such event, AFSA is hereby authorized to enter into any participation agreement or similar documentation required by such Guarantor on LENDER’s behalf as its agent in order to participate therein.

J. In originating Consolidation Loans hereunder, AFSA shall use best efforts to meet the servicing goals as set forth on Attachment 1 to Exhibit A (Consolidation Loan Origination Servicing Goals).

2. LENDER Obligations.

A. LENDER shall promptly transmit or cause to be transmitted to AFSA any material written communications it receives at any time with respect to any borrower’s Account, including but not limited to letters, notices of death or disability, adjudications of bankruptcy and like documents, and forms requesting deferment of repayment or loan cancellations. AFSA will have no liability for reliance upon information that would have been corrected by timely transmittal to it of any such written communication, and shall not bear any related servicing or other costs which reasonably could have been avoided thereby.

B. LENDER shall examine all reports submitted to it by AFSA promptly upon receipt and promptly notify AFSA of any discovered errors. AFSA shall not be responsible for damages or losses caused by any error disclosed by a report to LENDER unless such error is brought to AFSA’s attention within sixty (60) days after receipt by LENDER. This time restriction shall be extended for the 799 ED Billing Form, for which the LENDER shall have 180 days to bring an error to the attention of AFSA.

C. LENDER shall be responsible for assuring that the form documents to be used in the origination of the Accounts (other than such documents created independently by AFSA) are in compliance with all applicable federal, state and local laws and regulations, including without limitation any consumer loan laws or disclosure requirements applicable thereto, and shall defend, indemnify and hold AFSA harmless from any violation or non-compliance with any of the foregoing.

3. Banking.

A. AFSA shall establish a disbursement bank account for loan origination. Such bank account shall be in a bank designated by AFSA which is reasonably acceptable to LENDER. Funding of said account shall be by wire transfer on a schedule which complements the mutually agreed upon disbursement schedule.

Based on a written funding request to be delivered by AFSA, LENDER shall initiate transfer of funds to an AFSA-designated bank account at least one day prior to funding. The parties acknowledge and agree that in keeping with customary industry practice, the funding of Consolidation Loans shall occur hereunder prior to obtaining the guarantee on such loan from the applicable Guarantor, and AFSA shall not be liable to LENDER for any subsequent failure or inability to obtain or collect any guarantee on a Consolidation Loan except and only to the extent such failure or inability is directly and solely due to AFSA’s gross negligence or willful misconduct.

B. All borrower and other remittances shall be deposited to an AFSA account at a remittance banking/lock box facility at a bank selected by AFSA which is reasonably acceptable to LENDER, with all earnings on such account being retained by AFSA. Such remittances shall be promptly processed and posted to borrower Accounts and the associated funds shall be transferred to LENDER by ACH or wire transfer on a mutually acceptable schedule.

4. Charges.

A. LENDER shall pay AFSA for services rendered in the prior month according to the schedule of fees in Exhibit C (Servicing Fees), within fifteen (15) days after receipt of an invoice sent by AFSA to LENDER. Payments become delinquent if not received by AFSA within thirty (30) days from the date of receipt, whichever is later, and thereafter shall incur a late charge of one and one-half percent (1½%) per month until paid.

B. The fees specified in Exhibit C shall remain fixed during the first twelve (12) months of this Agreement. Unless otherwise expressly agreed, charges during each subsequent twelve (12) month period of this Agreement may be increased over such fees charged during the previous twelve (12) month period by an amount equal to the greater of (i) the percentage increase in the U. S. Department of Labor’s Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average (1982-84=100) (the “CPI”) for the most recent twelve (12)month period available at the time of each annual adjustment, or (ii) three percent (3%) per annum. If at any adjustment date the CPI is no longer published, then any replacement index specified by the Bureau of Labor Statistics or successor U.S. governmental agency shall be substituted therefor, with appropriate application of any necessary conversion formula as may be specified by such agency, or if no such replacement index has been so specified, then a comparable cost-of-living index as may be mutually agreed between the parties shall be used.)

C. AFSA’s fees are subject to adjustment by AFSA (i) in the event of any increase in telephone or postage rates, or (ii) as provided in Section 5.C below.

D. In addition to any other servicing fees or expense reimbursements to which AFSA shall be entitled under this Agreement, LENDER agrees to reimburse AFSA for (i) any sales or use taxes or similar taxes now or hereafter imposed upon any goods or services provided by or activities of AFSA hereunder, and (ii) any expenses which AFSA incurs as a result of any additional work required due to any transfer of the guarantee on serviced loans to a new or successor Guarantor, or any Guarantor error, or any testing, reconciliation or remediation project or other non-routine activity required by the particular needs of Guarantor or LENDER or resulting from third party errors.

E. In the event of any good faith dispute by LENDER regarding any amount billed by AFSA, LENDER may by written notice to AFSA detailing the grounds for the dispute withhold payment of such disputed amount for a reasonable period pending resolution of the dispute, but shall pay the undisputed portion billed when and as due. If the dispute has not been mutually resolved within sixty (60) days after the date initially due, LENDER shall deposit the withheld amount into an independent escrow reasonably satisfactory to AFSA pending mutual agreement or court decision regarding proper disposition of such funds. Failure of LENDER to pay the undisputed portion of a billing or to place any disputed amount in escrow as provided above shall constitute a default hereunder.

F. AFSA shall have the right to offset any amounts due from AFSA to LENDER against the servicing fees or other amounts due AFSA hereunder.

5. Term and Termination.

A. This Agreement is for a term beginning March 11, 2002, and ending on the fifth (5th) anniversary of such date; provided, however, that unless either party shall give the other written notice of its intention not to renew this Agreement at least ninety (90) days prior to its scheduled expiration date, this Agreement shall automatically renew for successive twelve (12)-month periods thereafter, subject to any renegotiated terms which may be mutually desired.

B. Either party may terminate this Agreement before its expiration upon a material breach by the other parry, if such breach has not been cured within ninety (90) day after written notice of such material breach bas been sent to the other party, which written notice shall specify in reasonable detail the alleged breach and reference this provision; provided, however, that the notice and cure period shall only be thirty (30) days if the breach is the non-payment of AFSA’s fees or other charges.

C. In the event of changes in the Higher Education Act, Guarantor Regulations, or other current or future law, regulation or other requirement applicable to the serviced loans, including without limitation, any changes in any interpretation, claims review or enforcement policies, procedures or practices with respect thereto (and including, without limitation, implementation or enforcement of third-parry servicer regulations promulgated by the Department), which in AFSA’s reasonable determination expose AFSA to materially increased risk of liability to the Secretary of Education, LENDER or any other party, impose materially increased duties or obligations upon AFSA, or cause AFSA to incur materially additional expense, or materially restrict or derogate from AFSA’s indemnification rights or liability limitations under this Agreement. AFSA shall have the right, at its option, to (i) terminate this Agreement upon 180 days’ prior written notice to LENDER, or (ii) propose to LENDER an amendment to this Agreement which in AFSA’s reasonable judgment appropriately addresses the increased risk, duties or obligations (which may include an adjustment to AFSA’s fees and/or expense reimbursements), and if the parties are unable to agree upon such amendment within thirty (30) days after the same is submitted to LENDER, AFSA shall be entitled to terminate this Agreement upon 180 days’ prior written notice to LENDER. AFSA shall not be entitled to charge any deconversion fees hereunder in connection with the deconversion of LENDER’s loans from AFSPA’s system following any termination by AFSA under this Section 5.C, but AFSA shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs.

D. In the event that AFSA announces or actually commences a wind-down of its servicing activities for the purpose of exiting the student loan servicing business, LENDER shall have the right, at its option, to terminate this Agreement upon 90 days’ prior written notice to AFSA. In such event AFSA shall not be entitled to charge any deconversion fees hereunder in connection with the deconversion of LENDER’s loans from AFSA’s system following any termination by AFSA under this Section 5.D, but AFSA shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs.

6. Examination of Records.

LENDER or its agent shall have the right, at reasonable hours and under reasonable circumstances on a mutually-agreeable schedule, to examine all LENDER’s assigned student loan records and material serviced by AFSA that it deems necessary to determine compliance with this Agreement. AFSA shall submit to like examination by any governmental agency or authority having supervisory jurisdiction over LENDER.

7. Exclusion of Warranties and Limitations of AFSA’s Liability.

A. AFSA shall be entitled to reasonably rely upon any information or data supplied to it by LENDER, any party on LENDER’s behalf, or any third party normally relied upon by servicers in the student loan industry, and shall have no liability for any error or loss caused by such information or data being incomplete or inaccurate. AFSA shall not be responsible for reviewing and verifying the compliance of forms and processes prescribed by the Secretary or Guarantor with applicable state and federal laws and regulations, and AFSA shall be fully entitled to rely upon and use such materials and processes, unless notified to the contrary by LENDER, and shall have not liability for any damages or loss resulting from such use absent such notice.

B. AFSA shall use due care and diligence in performing its services in a timely manner consistent with the applicable student loan program as reasonably interpreted and understood by AFSA. AFSA hereby excludes and disclaims any and all other warranties with respect to its services under this Agreement, and no employee, agent or representative of AFSA has the authority to bind AFSA to any other oral or written representation or warranty. LENDER will review all processing output, reports and other information provided to it by AFSA and will use due care and diligence to detect and notify AFSA of any errors therein which LENDER discovers. Upon prompt notification to or discovery by AFSA of any processing error or data inaccuracy, AFSA shall re-perform any processing to the extent practicable and necessary, without charge if AFSA is at fault and otherwise at a rate equal, in AFSA’s best and reasonable judgment, to the greater of its original charge for such processing or its direct and allocated indirect cost of such reprocessing. AFSA agrees to provide, at cost to LENDER if necessitated by the nature of the data submitted, such evidence as LENDER may reasonably require which will verify the complete and proper execution of the corrections.

C. AFSA shall be entitled to cure at its own expense any error or omission in the performance of its duties under this Agreement by the reperformance of such duties to the extent such reperformance will reasonably eliminate or mitigate any losses to LENDER caused by such error or omission.

D. Notwithstanding the form in which any legal or equitable action may be brought, whether in contract, tort, negligence, strict liability or otherwise, AFSA’s liability, if any, arising out of or in any way related to any act or omission by AFSA in connection with this Agreement or its services hereunder, including but not limited to errors solely due to AFSA, its equipment, operators, programmers, or program, shall be limited to direct losses of principal and interest on rejected claims resulting directly and solely from AFSA’s negligence or willful misconduct. In the event a loan is rejected by a Guarantor directly and solely due to AFSA’s negligence or willful misconduct, and AFSA is unable to cure the loan within twelve (12) months of the final reject date. AFSA shall reimburse LENDER for all principal and accrued interest loss thereon (including such loss during the period of non-guarantee) by the end of the thirteenth (13th) month following the final reject date, and the loan shall thereupon be assigned and transferred to AFSA or its designee, and this shall be the sole and exclusive remedy of LENDER relating to such occurrences.

E. Notwithstanding any other provision of this Agreement, AFSA’s liability, if any, arising out of or in any way related to any act or omission by AFSA in connection with any leans which (i) entered repayment status prior to the date that AFSA’s assumes servicing responsibility, or (ii) have previously been cured following non-AFSA servicing error (i.e., rehab loans), shall be limited to general money damages in an aggregate amount with respect to any Account not to exceed the amount paid for AFSA’s services by LENDER with respect to such Account, and this shall be the sole and exclusive remedy of LENDER relating to such occurrences.

F. AFSA shall have no liability for its failure to comply with any law, rule, regulation or other requirement applicable to any of the serviced loans, including without limitation any change in any interpretation, claim reviews or enforcement policies, procedures or practices with respect thereto, (i) which was not articulated in writing and actually made known to AFSA or the student loan servicing industry generally a reasonable period in advance of its implementation, (ii) which is inconsistent with general industry practices or prior Guarantor conduct or requirements unless and until AFSA shall have been notified thereof and had a reasonable opportunity to comply with such new requirement and then only with respect to servicing performed after the date thereof (i.e., not on a retroactive basis with respect to servicing which has previously occurred based upon prior requirements), or (iii) during any period in which the Department and/or any Guarantor shall have indicated that it will not enforce any such requirement, even if such requirement may legally be in effect.

G. In no event, regardless of AFSA’s ability to reperform or cure any error, shall AFSA be liable under any circumstances, (i) for any incidental, indirect, special, punitive or consequential damages, or (ii) for failure to provide services herein for reasons beyond its reasonable control, or (iii) for any violation of applicable law, regulation or other requirement under this Agreement, where AFSA’s action or inaction was not negligent as determined by reference to legally relevant factors (including without limitation general industry standards in effect at such time), or (iv) for any losses, liabilities or expenses directly or indirectly arising in whole or in par from or relating to any Guarantor error, or (v) for any losses, liabilities or expenses directly or indirectly arising in whole or in part from or relating to any data transmission or electronic data interchange (EDI) failure or error not solely and directly due to AFSA’s negligence, or (vi) for the uncollectibihty or non-payment of any amounts payable on or with respect to Accounts serviced hereunder, or the failure of any Guarantor to pay any claim on a loan Account for any reason (including but not limited to the bankruptcy or insolvency of the Guarantor) except where the uncollectible or failure to pay such claim is directly and solely as a result of AFSA’s negligence or willful misconduct as provided hereinabove. These limitations on AFSA’s liability and exclusion of damages are independent of any other remedy or provision herein and shall not be affected by AFSA’s inability to reperform or cure any error or any failure of any other remedy or provision.

H. AFSA’s sole liability under or in connection with this Agreement or its services, whether in contract, tort, negligence, strict liability, pursuant to violation of statute or regulation, or under any other theory, shall be limited as provided in this Section 7 and Section 8, and the provisions hereof shall constitute the sole and exclusive remedy of LENDER for breaches hereof by AFSA.

I. No claim or action, regardless of force, arising out of or in any way related to any act or omission by AFSA in connection with this Agreement or its services hereunder shall be brought by LENDER more than one year after LENDER discovers the act or omission by AFSA giving rise to such claim or action. In the case of rejected claims filed by LENDER due to AFSA negligence or willful misconduct, such one-year period shall commence at the end of the 13th month following the final reject date.

J. The parties agree that the foregoing provisions shall survive the termination of this Agreement and have been reflected in the amount of the charges payable by LENDER to AFSA for the Service, are an essential part of the basis for the bargain between the parties, and that AFSA would not have entered into this Agreement but for such provisions.

8. Indemnification.

A. If AFSA or LENDER is required to appear in or is made a defendant in any legal action or other proceeding commenced by a borrower or other third party with respect to any loan Account for which services are provided hereunder, subject to the limitations contained in this Agreement, LENDER shall defend and indemnify AFSA against, and hold it harmless from, all claims, losses, liabilities, and reasonable expenses (including reasonable attorneys’ fees) arising thereunder, unless and until a final judgment is entered by a court properly holding that the claim or action resulted directly and solely from the negligence or willful misconduct by AFSA under this Agreement, in which case AFSA shall thereafter defend and indemnify LENDER against, and hold it harmless from, all claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from such negligence or willful misconduct (subject to Section 7 above). In particular, without limiting the foregoing, it is understood that AFSA shall be entitled to a defense and indemnity as provided above where a student alleges that he or she did not receive a proper education and/or was defrauded by the school or lender, or that a prior or subsequent servicer or collection agency committed any error or misconduct or violated any law or regulation.

B. Notwithstanding the foregoing, AFSA will further defend, indemnify and save LENDER harmless from and against any and all claims, losses and liability relating to (i) any infringement or threatened infringement of any patent, copyright trademark, trade secret or other proprietary rights of any third party, or (ii) any physical loss or damage to property of a third parry, or (iii) any loss or damage arising from bodily injury, including death, when such loss or damage is caused by the negligent acts, omissions or intentional wrongdoing of AFSA, its employees, subcontractors or agents and which arise out of the performance of this Agreement, provided that (a) LENDER gives AFSA prompt written notice of any such claim of loss or damage and, (b) if such loss or damage involves claims by third parties, LENDER allows AFSA to control, and reasonably cooperates with AFSA in, any related defense and all related settlement negotiations.

9. Contingency Plan.

AFSA shall maintain a reasonably comprehensive contingency plan for disaster recovery and continued servicing of the Accounts (the “Plan”) and allow LENDER to review said Plan at AFSA’s site. Such review shall be no more frequently than on an annual basis or within sixty (60) days of implementing any material changes to the Plan.

10. Financial and Administrative Responsibility.

A. Each party hereto represents that it is currently in compliance with, and agrees to maintain its compliance with, all financial and administrative responsibility standards or requirements which may be established from time to time by the Department or any Guarantor for participation in the Title IV, Higher Education Act programs for which AFSA provides services hereunder. Each party shall have the right to terminate this Agreement upon ninety (90) days’ written notice to the other in the event that the Department’s financial or administrative responsibility standards or requirements are hereafter changed and as a result such party does not thereafter satisfy such standards or requirements.

B. AFSA agrees to provide LENDER with annual consolidated audited financial statements, as soon as the same are made available to AFSA during the term of this Agreement

C. AFSA agrees to maintain insurance of bonds and other insurance in full force and effect at all times during the term of this Agreement that meet the following requirements: (i) a fidelity bond (or direct surety bond) with a policy limit of not less than $50,000,000, a deductible of not more than $1,000,000 and per occurrence coverage of not less than $50,000,000; and (ii) an errors and omissions policy with a policy limit of not less than $50,000,000 in the aggregate per occurrence (with no per occurrence coverage minimum), and a deductible of not more than $1,000,000.

11. Audits.

AFSA agrees to provide LENDER with (i) a copy of AFSA’s annual SAS 70 servicer audit without charge, and (ii) a copy of AFSA’s Lender Audit Guide audit report, as required by the Department under the Act, at a prorated charge consistent with the manner charged by AFSA generally to its other clients.

LENDER acknowledges that AFSA shall have the right and obligation to cooperate fully with independent auditors, the Secretary of Education, the Department’s Inspector General, the Comptroller General of the United States, and any applicable Guarantor, or their authorized representatives, in the conduct of audits, investigations, and program reviews with respect to LENDER or the Title IV, Higher Education Act programs administered by AFSA for LENDER, as authorized by law. Furthermore, LENDER agrees to provide AFSA with written notice and copies of all audit reports or findings (preliminary or final) relating to AFSA’s administration of any aspect of such program for LENDER, as soon as such audit reports or findings are available to LENDER. LENDER further agrees to indemnify, reimburse and hold AFSA harmless from the cost of cooperating with, responding to or appealing any such audit report or finding (including any reasonable cost of an attestation engagement performed for any such response or appeal, attorneys’ fees and costs), unless such audit was caused by any AFSA misconduct.

12. Waiver of Jury Trial.

THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANYWAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCH OTHER DOCUMENT OR AGREEMENT, OR THE SERVICES AND TRANSACTIONS RELATED HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

13. Miscellaneous.

A. All specifications, tapes, data cards, programs, forms and procedures used or developed by AFSA in connection with this Agreement (except those supplied by LENDER) shall be and remain the sole property of AFSA.

B. All information belonging to LENDER shall be retained by AFSA in confidence. AFSA shall not use, make, and/or maintain a list of LENDER’s Account names, addresses, and/or account numbers for any purpose other than fulfillment of its duties as Servicer under this Agreement. Upon termination or expiration of this Agreement, AFSA shall deconvert the loan Accounts as provided in Section 1.H above. This provision shall survive termination of this Agreement.

C. Both parties agree to maintain the confidentiality of this Agreement and all amendments hereto, and the terms hereof, and any audit reports or findings (preliminary or final) relating to AFSA’s administration of any Title IV, Higher Education Act program for LENDER, and not to disclose or deliver the same (or any copies, excerpts or summaries thereof) to the Department, any other government agency, national accrediting agency, or any other third party (whether pursuant to regulation, governmental request, or otherwise) without first using best efforts to give the other party prior written notice of such intention, which notice shall be sent by fax, Federal Express or other overnight delivery service, and addressed to the other party. The other party may, at its option, thereupon take appropriate steps to assure that any such information which may be entitled to protection from disclosure under the Freedom of Information Act (FOIA) is so protected, and the first party shall cooperate with such efforts to protect from FOIA disclosure any information of the other party which the other party believes to constitute trade secrets, or of a commercial or financial interest, or of a privileged or confidential nature, etc., including the inclusion with such disclosure or delivery of appropriate submissions asserting protection from FOIA disclosure. Notwithstanding the foregoing, either party may disclose or deliver any of the foregoing to their independent auditors on a confidential basis, provided that such auditors shall not disclose or deliver the same without the disclosing party first complying with this paragraph.

D. This Agreement and its performance shall be governed by the internal laws of the State of California.

E. This Agreement may not be assigned except to an entity succeeding to substantially all of the business or assets of the assigning party, with written notice to the other party, provided, however, that LENDER may collaterally assign its interest hereunder to a trustee under en indenture pursuant to which the Lender incurs indebtedness (the “Trustee”). The Trustee shall be a third party beneficiary hereof, entitled to enforce the provisions of this Agreement against AFSA.

F. AFSA reserves the right to change any part or all of the Service; provided, however, that such change shall not abrogate or in any way modify the substantive provisions of, and general duties of AFSA under, this Agreement.

G. LENDER agrees to provide AFSA upon request with LENDER’s current financial statements and such other financial information as AFSA may request from time to time.

H. If either party is rendered unable, wholly or in part, to carry out its obligations under this Agreement (other than the payment of money) by reason of any act of God, civil disturbance, strike or labor unrest, breakdown or interruption of power or communications systems, computer or other equipment failure, failure of subcontractors or suppliers, or other circumstances or event outside such party’s reasonable control (whether or not similar to the foregoing), the obligations of such party shall be suspended to the extent thereof, and such party shall not be liable to the other party for any non-performance hereunder or incomplete performance as a result of such occurrence.

I. This Agreement supersedes any prior agreement and contains the entire agreement of the parries on the subject matter hereof. No other agreement, statement or promise made by any party to any employee, officer or agent of the other party to this Agreement, or any other person, that is not in writing and signed by both parties to this Agreement, shall be binding upon them. No waiver, alteration or modification of the Agreement shall bind AFSA or LENDER unless in writing and duly executed by AFSA and LENDER.

J. In the event any Account is transferred off AFSA’s servicing system, whether in connection with a termination or expiration of this Agreement, a sale of Accounts or otherwise, unless otherwise expressly provided herein or agreed in writing at the time of such transfer off, LENDER agrees to pay AFSA the deconversion and file preparation and shipping fees specified in Exhibit C (Servicing Fees).

K. Any notice required under this Agreement shall be in writing and shall be effective upon personal delivery or facsimile transmission or upon receipt after being sent by Federal Express or mailed by registered or certified mail, return receipt requested, postage pre-paid, addressed as follows: If to AFSA, at One World Trade Center, Suite 2200, Long Beach, California 90831-2200, Attn: President, or if to LENDER, at the address for LENDER set forth in AFSA’s records for delivery of reports hereunder. Each party may specify a different address by sending to the other written notice of such different address as provided herein.

L. The section captions in thus Agreement are for convenience only and will not be deemed part of this Agreement or used in the interpretation thereof. Both parties and their counsel have participated in the preparation, drafting and negotiation of this Agreement. Accordingly, this Agreement shall be construed according to its fair language and any ambiguities shall not be resolved against either party as the drafting party.

M. The invalidity, illegality or unenforceability of any provision or term of this Agreement in any instance shall not affect the validity or enforceability of such provision in any other instance or the validity or enforceability of any other provision, and each such provision shall be enforced to the fullest extent possible.

N. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

14. AFSA Representations and Warranties.

AFSA hereby represents and warrants to LENDER the following:

(i) AFSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. AFSA is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations.

(ii) AFSA has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement.

(iii) This Agreement has been duly authorized, executed and delivered by AFSA and constitutes a valid, legal and binding agreement of AFSA, enforceable against it in accordance with its terms, except to the extent that enforcement maybe limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by AFSA of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of AFSA, (ii) any laws applicable to AFSA in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject.

(iv) AFSA owns or has the right to use the Services including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party.

(v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of AFSA’s knowledge threatened against it which would materially and adversely affect its ability to perform its obligations under this Agreement.

Executed as of the day and year first above written.

AFSA DATA CORPORATION

By         /s/ Steven E. Snyder                                                   
Title     Steven E. Snyder, President

By        /s/ Meliss Hankin                                                      
Title     Meliss Hankin, Senior Vice President

COLLEGE LOAN CORPORATION TRUST I

By its Attorney-in-Fact,
College Loan Corporation

By        /s/ Cary Katz                                                      
Title     Cary Katz, President

EXHIBIT A
ORIGINATION SERVICES

GSL Origination Service consists of the following activities, applicant notices, and reports.

I. ACTIVITIES

1. Open and date stamp incoming mail.

2. Enter manually or electronically all loan, applications data onto the Loan Origination System.

3. Validation of applications for completeness and accuracy.

4. Attempt to obtain information for incomplete applications by telephone and if unsuccessful by correspondence.

5. Transmit loans to the Guarantor and receive approved/rejected loans from the Guarantor.

6. Process loan cancellations.

7. Disburse loan proceeds as scheduled by Lender and/or schools.

8. Convert disbursed loans to the Loan Servicing System.

9. Perform Guarantor reporting on behalf of the Lender and in compliance with the applicable Guarantor program requirements.

10. Borrower files will be secured and fire protected to the degree it will not obstruct processing during the Origination process.

11. Respond to telephone and written inquiries from borrowers and schools.

12. All other origination activities required of a lender under the HEA and Guarantor Regulations within the scope of AFSA’s responsibilities hereunder.

In connection with the foregoing origination services. LENDER authorizes AFSA to review and approve the loan application on LENDER’S behalf, and where required by the applicable Guarantor, execute the loan application on LENDER’S behalf to indicate such approval. Unless otherwise expressly requested by LENDER in writing to AFSA, AFSA shall be authorized to approve any loan application on LENDER’S behalf, which appears to be properly completed, by the borrower and the school, without regard to the identity of the borrower or the school.

II. APPLICANT NOTICES

• Validation Incomplete Letter — Requests information from the borrower that is missing or invalid on their application.

• Lender Reject Letter — Notifies the borrower that the lender has rejected their loan application.

• Disclosure Statement — Loan document produced by the system letter generator and replaces the state printed disclosure. Disclosure statement printing by AFSA allows full electronic interface with the Guarantor, enhancing processing time and reducing paper flow.

• Loan Cancellation Letter — Notifies the borrower that the lender has received and processed the borrower’s or school’s request to cancel their loan.

• Borrower Request

• School Request

• Loan Recovery Letter — Notifies the borrower that the lender has received and processed their returned disbursement check.

• Validation Approval Letter — Notifies the applicant that their loan application has been approved by the lender and Guarantor and their scheduled disbursement date.

• Other — All other notices required of a lender under the HEA and Guarantor Regulations within the scope of AFSA’s responsibilities hereunder.

III. REPORTS

• Application Error Report — AFSA internal report used to identify applications that did not pass the system validation program. Validation is established using the lenders unique lender policy as well as the loan program and Guarantor requirements.

• Disbursement Listing — Report provided to the lender and user as a check roster. This report provides the lender with accounting entry information.

• Undisbursed Commitments Report — Provides the lender with detailed information on an individual loan basis, about undisbursed loan commitments.

• Undisbursed Funds Analysis — Provides the lender with detailed information on an individual loan basis, about undisbursed loan commitments. The report can be used as a tool to provide schools with information about future disbursements to borrowers attending that institution.

• Undisbursed Analysis by Date — Provides the lender with detailed information on an individual loan basis about undisbursed loan commitments. The report can be used as a tool to provide the lender with cash flow projections to fund their student loans.

• Validation Acceptance Report — AFSA internal report used to identify those loans which passed validation. The report displays key data elements to verify their correct entry.

• Approved Loan Listing — AFSA internal report which provides evidence of loan guarantee by the Guarantor. This report enables reduced application processing time and paper flow. This report allows AFSA full electronic interface with the Guarantor, enhancing processing time and reducing paper flow.

• Application Status Grand Totals — Provides the lender with management information concerning the total number of applications and corresponding dollar amounts for specific loan application status.

• Lender Month End Manifest — Provides the lender with required Guarantor month end reporting of loan origination activity. The report is used to pay the lender insurance premium (guarantee) fees.

• Lender Month End Manifest Detail — Provides the lender with borrower level detail of transaction activity to support the Lender Month End Manifest.

ATTACHMENT 1

Consolidation Loan Origination Servicing Goals

AFSA will use best efforts to originate and process Consolidation Loans for CLC in accordance with the following Servicing Goals:

*     Receive Applications 0

*     Data Entry 1 Business Day

*     Create/Mail LVC's 1 Business Day

*     Process LVC's 12 Business Days--based on prior experience with
Direct Loan Division and other servicers

*     Disburse/Fund 2 Business Days--assumes CLC will fund within 24
hours of AFSA requesting funds

*     Convert 1 Business Day

*     Request Guarantees 3 Business Days

Notwithstanding the foregoing, the parties acknowledge that AFSA does not completely control these processes and can only meet the foregoing servicing goals based on the timely performance of CLC in funding loans and its other obligations hereunder, and of lenders/holders (other than AFSA) involved in the origination process.

EXHIBIT B
POST-ORIGINATION SERVICES

1. LOAN CONVERSION

At the time of purchase or placement of a loan with AFSA for servicing, the loan shall be converted and a note examination may be conducted in accordance to predetermined criteria. The tasks involved in loan conversion generally include:

Origination and Verification of Account Data
Generation of Receipt of Loans Transferred
Account Package Preparation
Generation of Exceptions Report
Renegotiation of Rejected Accounts
Reconciliation and Balancing
Keypunch Account Data
Microfilm and Microfiche Copies
Run Serialization Crosscheck
Edit and Error Correction
Appropriate Vault Space
Generate Sale Transmittal
Mail Conversion Notification to Borrower

2. BORROWER RELATIONS

Borrower relations begin during In-school Status and continue throughout the life of the loan. During this period, the Service generally provides the following printed notices to the borrower and required telephone contacts:

Introductory Letter
Pre-Grace Statement
Separation Data Change Letters
Disclosure Statement
Phone/Address Verification
Grace Expiration/First Payment Reminder
Student Status Verification (as required)
Skip Trace Locate Letters
Response to Borrower Inquiry Letters
Deferment Processed Notices:
     Continuing
     Forbearance
     Unemployment
     Other Deferment
Billing Notices:
     Interim Interest Notices
     Regular Installment and Past Due Payment Notices
     Interim and Payout Demand Notices
     Telephone Contacts:
          Due Diligence Borrower Calls
          Due Diligence Parent/Relative Calls
          Skip Tracing Calls
          Response to Borrower Inquiry Calls

           All other activities of this nature required of a lender under the HEA and Guarantor Regulations within the scope of AFSA’s responsibilities hereunder.

3. RELATED LOAN SERVICING ACTIVITIES

Related loan servicing activities include:

Lock Box Remittance Banking
Payment Processing
Name/Address Updates
Payment Research and Special Handling
Interest Capitalization
Payment Reapplication
Internal Audit of Default Claim
Diligent Skip-Tracing and Pursuit of Payments from Delinquent Borrowers
Claim Preparation and Submission
Reperformance/Renegotiation

           All other activities of this nature required of a lender under the HEA and Guarantor Regulations within the scope of AFSA’s responsibilities hereunder.

4. REPORTING

Record keeping and accounting are performed as part of the Service. A series of monthly reports are provided to LENDER regarding the status of its loans. This reporting includes:

Loans Transferred/Removed Ledger
Student Loan Ledger
Monthly Transaction Report
Accounting Entry Summary Report
Portfolio Summary and Analysis – Characteristics
Portfolio Summary and Analysis – Delinquency
Portfolio Summary and Analysis – Maturity Analysis
Portfolio Summary and Analysis – Reconciliation
Delinquent Report and Summary
Name/Address Report
Paid-in-Full Ledger
Receipt for Loans Transferred
Customer Service Report Card

EXHIBIT C
SERVICING FEES

(On File With Lender)

EXHIBIT D
NOTE EXAMINATION ELECTION

LENDER hereby makes the following election with respect to any Note Examination or other document examination to be performed by AFSA in connection with loan files to be serviced by AFSA hereunder (other than any loans which may be originated by AFSA for LENDER):

AFSA ENCOURAGES ALL LENDERS TO HAVE A NOTE EXAMINATION PERFORMED UPON ALL NON-AFSA ORIGINATED FILES TO BE DELIVERED TO AFSA FOR SERVICING, SO AS TO MINIMIZE TO THE EXTENT POSSIBLE THE LIKELIHOOD OF LOSSES OR OTHER SERVICING PROBLEMS WHICH MAY RESULT FROM MISSING OR INADEQUATE LOAN DOCUMENTATION. IF LENDER ELECTS NOT TO HAVE A NOTE EXAMINATION, LENDER THEREBY AGREES TO ACCEPT FULL RESPONSIBILITY FOR ANY LOSSES OR SERVICING ERRORS WHICH RESULT IN WHOLE OR IN PART FROM MISSING OR INADEQUATE LOAN DOCUMENTATION. NOTWITHSTANDING LENDER’S ELECTION, AFSA’S LIABILITY FOR ANY LOSSES ARISING FROM ITS FAILURE TO DETECT MISSING, INCOMPLETE, INACCURATE, OR ERRONEOUS DATA OR DOCUMENTS SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SPECIFIED IN SECTIONS 1.F AND 7 OF THE SERVICING AGREEMENT.

____ FULL NOTE EXAMINATION

If LENDER has elected Full Note Examination, AFSA agrees to undertake a general review in accordance with standard industry practice of the loan documentation listed on note examination checklists to be generated by AFSA and approved by LENDER. By undertaking such review, however, AFSA does not guarantee or assure the genuineness, accuracy, completeness or compliance of such documentation with any contract or with applicable law and regulation.

____ ABBREVIATED NOTE EXAMINATION

If LENDER has elected Abbreviated Note Examination, AFSA agrees to undertake a general review in accordance with standard industry practice of the loan documentation listed for the categories of data selected by LENDER from note examination checklists to be generated by AFSA and approved by LENDER. By undertaking such review, however, AFSA does not guarantee or assure the genuineness, accuracy, completeness or compliance of such documentation with any contract or with applicable law and regulation. LENDER acknowledges and agrees that it shall be responsible for any losses or servicing errors which result in whole or in part from missing or inadequate loan documentation which might have been discovered in a Full Note Examination.

____ NO NOTE EXAMINATION

By electing and instructing AFSA not to undertake any Note Examination or other document examination prior to commencing servicing, LENDER acknowledges and agrees that LENDER assumes the risk and full responsibility for missing or inadequate loan documentation and for any losses or servicing errors that might have been avoided had a Full Note Examination been undertaken, and agrees that AFSA shall not be liable under any circumstances for any such losses or servicing errors.

EXHIBIT E
BLANKET CURE TERMS

The following Blanket Cure Terms shall apply between LENDER and AFSA when in the course of its servicing, AFSA submits claims to Guarantors which are rejected by the Guarantor for servicing errors which occurred prior to AFSA’s servicing or for which AFSA is otherwise not liable under the Servicing Agreement.

1. Cure Services for Rejected Account(s)

A. For any Account rejected by the Guarantor in whole or in part because of servicing error which occurred prior to AFSA’s servicing or for which AFSA is otherwise not liable under the Servicing Agreement, AFSA and/or an outside collection agency selected by AFSA will attempt to reinstate the guaranty (cure) on the Account under the terms and conditions specified below and for the fees specified herein.

B. Cure services shall generally include.

(1) Using best efforts to locate the borrower in the event the borrower’s address is invalid;

(2) Upon location, certifying, in a manner acceptable to the Department and the applicable Guarantor, that the borrower has been located in the event a “locate cure” is required;

(3) Performing all written and telephone contacts as required for locate cure by the Department and the Guarantor necessary to claim file the Account with the Guarantor; and/or

(4) Using best efforts to cause the borrower to make one full payment or return a signed repayment obligation (RO) in the event a “payment or RO cure” is required.

C. AFSA will use best efforts to undertake suds cure services within 30 days of receipt of a rejected Account. If AFSA is unable to cure the Account within an approximate 45-day period following commencement of cure services, or if AFSA in its sole judgment determines not to attempt to cure the Account itself, AFSA will place the Account with a “1st placement” outside collection agency for a period generally not longer than 180 days. If the “1st placement” collection agency is unable to cure the Account within the specified time frame, AFSA will then place the Account with a “2nd placement” collection agency for a period generally not longer than 270 days. If the “2nd placement” collection agency is unable to cure the Account within the specified time frame, AFSA will then place the Account with a “3rd placement” collection agency for a period generally not longer than an additional 270 days. Following placement with any outside collection agency, AFSA shall only be responsible for administrative services in interfacing with such agency on the Accounts involved. AFSA shall not have any responsibility for training or otherwise supervising the outside collection agency or its personnel.

D. For the cure services specified herein, LENDER shall pay to AFSA a fee for each Account cured as specified in Exhibit E-1. Such fees are subject to adjustment from time to time upon 30 days’ prior written notice from AFSA to LENDER.

E. If LENDER wishes AFSA to arrange on LENDER’s behalf for additional collection agency services on rejected Accounts for which no cure is successfully accomplished hereunder, the terms applicable thereto are set forth in Exhibit E-2. If no Exhibit E-2 is attached, AFSA shall not provide such services.

2. Limitations on AFSA’s Liability

A. LENDER acknowledges that in placing Accounts with outside collection agencies, AFSA is merely providing an administrative service to LENDER. Accordingly, AFSA does not guarantee the success of its or any outside collection agency’s cure efforts and shall not otherwise be responsible for the failure of any cure efforts to reinstate or obtain payment of any Account. AFSA makes no warranties or representations, expressed or implied, regarding the cure services or the outside collection agencies used.

B. Subject to the provisions set forth herein, in the event of any error by AFSA for which AFSA would be liable under the Servicing Agreement, AFSA shall be responsible only for reperfommance of any cure activity or erroneous processing to the extent practicable and necessary without charge to LENDER. With respect to cure services under this Exhibit, AFSA shall not otherwise be liable for damages or other monetary relief except in the case of AFSA’s gross negligence or willful misconduct.

C. AFSA shall not under any circumstances, regardless of any failure of the foregoing remedies, be liable for (i) the error or misconduct of any outside collection agency, or (ii) for losses or damages caused by circumstances or events beyond AFSA’s reasonable control, or (iii) for any special, indirect, incidental, punitive, or consequential damages of any nature.

3. Termination

The cure services provided for in this Exhibit may be terminated by either party upon 30 days’ written notice to the other. Termination shall not affect any payment obligations of the parties arising from services provided during the term of the Servicing Agreement, or from cures obtained on Accounts after termination. Following termination, unless otherwise instructed by LENDER in writing, AFSA shall permit the outside collection agencies to continue to work any Accounts already placed which such agencies believe will result in a cure within a reasonable period of time following termination. All other Accounts shall be recalled from such agencies within 30 days after termination.

4. Exclusions and Deconversion

LENDER hereby gives approval for AFSA to undertake the cure services outlined in Section 1 of this Exhibit on Accounts with a principal balance outstanding (PBO) of $500 or greater. Accounts with PBOs less than the aforementioned amount or Accounts which are not successfully cured within the time frames described above will be deconverted for the fees specified in the Servicing Agreement.

5. Incorporation by Reference

The terms of the Servicing Agreement are incorporated herein by reference and shall be applicable to the cure services contemplated by this Exhibit, to the extent not inconsistent with or contrary to any provision herein. In the event of any conflict, the terms of this Exhibit shall prevail.

EXHIBIT E-1
CURE FEES

(On File With Lender)

EXHIBIT F
PLUS CREDIT REVIEW SERVICES TERMS

AFSA shall provide the following PLUS Credit Review Services, subject to all of the terms and conditions of the Servicing Agreement to which this Exhibit F is attached.

1. Definitions

A. As used herein the following words shall have the meanings respectively indicated:

“Adverse Credit” or “Adverse Credit history” means that the credit history of an Applicant reflects any condition or event which would at the time of such Loan Application disqualify the Applicant from eligibility for a PLUS Loan under the Higher Education Act or any applicable Guarantor Regulations. As of the effective date hereof, each of the following is understood to be a disqualifying Adverse Credit item which will be identified by AFSA on its credit review reports:

(a) any account or debt shown on the Applicant’s credit report is ninety (90) or more days delinquent as of the date of the credit report; or

(b) at any time during the five (5) years preceding the date of the credit report, the Applicant has been the subject of a default determination, bankruptcy discharge, foreclosure, repossession, tax lien, wage garnishment, or write-off of a Higher Education Act, Title IV debt.

“Applicant” means an individual who has submitted a Loan Application to LENDER.

“Borrower” means an individual who is the maker or co-maker of a promissory note and who obtains a PLUS Loan from LENDER in accordance with the Higher Education Act and any applicable Guarantor Regulations.

“Educational Institution” means any institution of postsecondary education which is an “eligible institution” under the Higher Education Act and is eligible under any applicable Guarantor Regulations.

“Loan Application” means the application for a PLUS Loan, which application must be executed by a prospective Borrower, certified by an Educational Institution, and accepted by LENDER.

“PLUS Loan” means a loan made under the Federal PLUS Program established under the Higher Education Act.

“Servicing Agreement” shall mean the Servicing Agreement between AFSA and LENDER to which these PLUS Credit Review Services Terms are attached, or to which they relate.

B. Any other capitalized terms used herein shall have to same meanings as set forth in the Servicing Agreement, unless the context otherwise requires.

2. Credit Review Services

A. AFSA and LENDER hereby agree to a PLUS credit review services arrangement whereby—

(1) LENDER agrees to make PLUS Loans to individuals eligible to be Borrowers pursuant to the terns of the Higher Education Act and any applicable Guarantor Regulations;

(2) AFSA agrees to act as an agent of LENDER for the receipt, evaluation, handling and maintenance of certain PLUS Loan credit information on behalf of LENDER, in order to assist LENDER in making decisions with respect to the approval or denial of PLUS Loans consistent with the terms of the Higher Education Act and any applicable Guarantor Regulations; and

(3) LENDER makes the final leading decision, in accordance with the procedures established herein and such credit history appeal processes (relating to credit report errors or extenuating circumstances) as may be further determined by LENDER.

B. AFSA agrees to provide the following credit review services on behalf of LENDER:

(1) Review Loan Applications for information required by credit bureaus for performing a credit check. In this regard, LENDER shall assure that all Loan Applications with co-Applicants shall include the social security number of each Applicant. LENDER or the Educational Institution of the Applicant(s) will be contacted if additional information is required.

(2) Generate and submit to a national credit bureau appropriate Applicant information for the purpose of obtaining credit information for each Applicant.

(3) Receive and evaluate a credit report from a national credit bureau for each Applicant. AFSA shall be entitled to rely upon all information furnished to AFSA by a national credit bureau and shall not be liable or responsible in any manner for any inaccuracy or error contained in the credit report obtained by AFSA on LENDER’s behalf from a national credit bureau.

(4) Identify each Applicant for a PLUS Loan who does not have an Adverse Credit history by generating and providing to LENDER a disbursement report related to loan origination.

(5) Identify each Applicant for a PLUS Loan who has an Adverse Credit history by generating and providing to LENDER a credit review report which:

a. Lists the name, address, and social security number of each Applicant who has an Adverse Credit history;

b. Lists the Adverse Credit factors fount on the Applicant’s credit bureau report which, absent extraordinary circumstances, require credit denial; and

c. Provides the name and address of the credit bureau accessed for the Adverse Credit history information.

(6) Generate and mail to the Applicant an “adverse action” letter on behalf of LENDER and in LENDER’s name with respect to each Applicant who has been identified as having an Adverse Credit history, within 30 days after AFSA receives a completed Loan Application from LENDER and the credit bureau report and otherwise comply with the Equal Credit Opportunity Act (ECOA) and Regulation B thereunder to the extent applicable to AFSA’s services.

(7) Upon request by LENDER from time to time, return the original or a copy of each Loan Application processed by AFSA (other than electronically transmitted Loan Applications, which will not be transmitted to LENDER) for which an Adverse Credit history exists, and other information in AFSA’s possession regarding its review of such Loan Application.

(8) Maintain accurate books and records of as transactions hereunder, including Adverse Credit history reports of Applicants processed for LENDER hereunder.

C. LENDER agrees that, with respect to all PLUS Loans processed under these PLUS Credit Review Services Terms, it will:

(1) Assure that all information set forth in Loan Applications and all other information provided to AFSA in connection with the performance of its services hereunder is accurate and complete.

(2) Be responsible for handling and evaluating all appeals of credit denial.

(3) Communicate, if appropriate after the credit denial appeal process is completed, its approval of a Loan Application to AFSA for each Applicant which AFSA previously identified as possessing an Adverse Credit history by submitting a letter attached to the Loan Application (or a copy of the Loan Application) requesting the PLUS Loan to be guaranteed, due to error or other extenuating circumstances relating to the original credit information obtained by AFSA on LENDER’s behalf, and properly documenting such error correction or other extenuating circumstances.

D. Nothing contained in these PLUS Credit Review Services Terms shall make AFSA a loan production office or a holder or originator of any PLUS Loan, the application of which has been processed hereunder. LENDER acknowledges that it has sole authority and responsibility for the decision to approve or deny PLUS Loans hereunder.

3. Term

The credit review services contemplated by these PLUS Credit Review Services Terms shall commence on the date first mentioned above and continue until the sooner of (i) termination by either parry, with or without cause, upon not less than thirty (30) days’ written notice to the other party; or (ii) automatic termination upon the termination or expiration of the Servicing Agreement.

4. Liability Limitations

In performing its PLUS Loan credit review services and other Loan Application processing functions, AFSA shall only be liable for its own gross negligence or intentional misconduct. AFSA shall have no responsibility for the inaccuracy or incompleteness of any Loan Application or credit bureau report or the information contained thereon, or for any credit decision made by the Lender. Subject to the foregoing; the provisions of the Servicing Agreement limiting AFSA’s liability are also hereby incorporated by reference and shall be binding between the parties hereto with respect to the PLUS Loan credit review services and other matters contemplated herein.

5. Incorporation by Reference

The terms of the Servicing Agreement are incorporated herein by reference and shall be applicable to the PLUS Loan credit review services, to the extent not inconsistent with or contrary to any provision herein. In the event of any conflict, the terms of this Exhibit shall prevail.

EX-99

ADMINISTRATION AGREEMENT

among

COLLEGE LOAN CORPORATION TRUST I,
as Issuer

WILMINGTON TRUST COMPANY,
as Delaware Trustee,

BANKERS TRUST COMPANY,
as Indenture Trustee,

BANKERS TRUST COMPANY,
as Eligible Lender Trustee

and

COLLEGE LOAN CORPORATION,
as Issuer Administrator

Dated as of March 1, 2002

TABLE OF CONTENTS

Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.

Duties of the Issuer Administrator
Records
Compensation
Additional Information to be Furnished
Independence of the Issuer Administrator
No Joint Venture
Other Activities of the Issuer Administrator
Term of Agreement; Resignation and Removal of Issuer Administrator
Action upon Termination, Resignation or Removal
Notices
Amendments
Successors and Assigns
Governing Law
Headings
Counterparts
Severability
Limitation of Liability of Eligible Lender Trustee and Delaware Trustee
No Petition Page

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EXHIBIT A    POWER OF ATTORNEY

          THIS ADMINISTRATION AGREEMENT dated as of March 1, 2002 (as amended from time to time, this “Administration Agreement”), among COLLEGE LOAN CORPORATION TRUST I, a Delaware business trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”) and COLLEGE LOAN CORPORATION, a California corporation, as Issuer Administrator (the “Issuer Administrator”),

W I T N E S S E T H :

          WHEREAS, the Issuer may issue from time to time its (a) Student Loan Asset-Backed Notes (the “Notes”) pursuant to an Indenture of Trust, dated as of March 1, 2002, among the Issuer, the Eligible Lender Trustee and the Indenture Trustee (together with any Supplemental Indentures and any amendments thereto made in accordance with their respective terms, the “Indenture”); and (b) its Trust Certificates pursuant to an Amended and Restated Trust Agreement, dated as of March 1, 2002 (the “Trust Agreement”), between the Delaware Trustee and College Loan LLC, as depositor (together with its successors in interest, the “Owner”); and

          WHEREAS, pursuant to a Trust Agreement, dated as of March 6, 2002 (the “Eligible Lender Trust Agreement”), between the Issuer and the Eligible Lender Trustee, the Eligible Lender Trustee shall hold legal title to FFELP Loans acquired by the Issuer as beneficial owner; and

          WHEREAS, pursuant to the Indenture, the Issuer and the Eligible Lender Trustee are assigning their respective interests in the Financed Student Loans and other collateral (the “Collateral”) to the Indenture Trustee; and

          WHEREAS, the Issuer, the Eligible Lender Trustee and the Delaware Trustee desire to have the Issuer Administrator perform certain of the duties of the Issuer, the Eligible Lender Trustee and the Delaware Trustee referred to in the Indenture, the Trust Agreement and the Eligible Lender Trust Agreement (collectively, the “Basic Documents”) and any other documents signed by the Delaware Trustee or the Eligible Lender Trustee on behalf of the Issuer (together with the Basic Documents, the “Trust Related Agreements”) and to provide such additional services consistent with the terms of this Administration Agreement and the Trust Related Agreements as the Issuer and the Delaware Trustee may from time to time request; and

          WHEREAS, the Issuer Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Delaware Trustee on the terms set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

          Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Basic Documents.

          Section 1. Duties of the Issuer Administrator.

(a) Duties with Respect to the Trust Related Agreements.

          (i)      The Issuer Administrator is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party and each certificate or other document attached as an exhibit to or contemplated by such Basic Documents; provided, however, that the Delaware Trustee shall execute and deliver the Indenture and the related First Supplemental Indenture of Trust on behalf of the Trust and the Notes issued thereunder. The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements:

          (A)      directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee;

          (B)      preparing and delivering notice to the Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee;

          (C)      preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate;

          (D)      preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Holders, the Rating Agencies and any other parties to whom notice is required to be sent notices with respect to such amendments;

          (E)      paying all expenses in connection with the issuance of the Notes;

          (F)      prepaying or accelerating the Notes and the related notice to the Indenture Trustee;

          (G)      taking all actions on behalf of the Issuer necessary under any Guarantee Agreement;

          (H)      responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer’s financial affairs;

          (I)      maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer;

          (J)      providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans;

          (K)      furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time;

          (L)      preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture;

          (M)      performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request;

          (N)      completing and filing all tax returns and tax filings as required pursuant to Section 2.03 of the Trust Agreement;

          (O)      informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement;

          (P)      handling all accounting matters pursuant to Section 5.04 of the Trust Agreement; and

          (Q)      prepare all reports required by the Higher Education Act in connection with Financed FFELP Loans; and

          (R)      execute any Trust Related Agreements on behalf of the Issuer.

          (ii)      The Issuer Administrator will indemnify the Indenture Trustee, the Eligible Lender Trustee, the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith or other act of the Issuer Administrator in the performance of the Issuer Administrator’s duties under this Administration Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii) hereof so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with subsection (c) hereof.

(b) Additional Duties.

          (i)      In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement.

          (ii)      In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Issuer Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereof, and in accordance with the directions of the Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Delaware Trustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements.

          (iii)      In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

          (iv)      In carrying out any of its obligations under this Administration Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

(c) Non-Ministerial Matters.

          (i)      With respect to matters that in the reasonable judgment of the Issuer Administrator are non-ministerial, the Issuer Administrator shall not be under any obligation to take any action, and in any event shall not take any action, unless the Issuer Administrator shall have received written instructions from the Delaware Trustee or the Owner. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

          (A)      the amendment of or any supplement to the Trust Related Agreements;

          (B)      the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer or its agents or nominees for the collection of amounts owed in respect of Financed Student Loans;

          (C)      the appointment of successor Issuer Administrators and successor Indenture Trustees pursuant to the Indenture, or the consent to the assignment by the Issuer Administrator or Indenture Trustee of its obligations under the Indenture;

          (D)      the removal of the Indenture Trustee; and

          (E)      the amendment, change or modification of this Administration Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the amount of, or delay the timing of, or collections of payments with respect to the Financed Student Loans or (2) materially reduce the underwriting standards with respect to the Financed Student Loans.

          (ii)      Notwithstanding anything to the contrary in this Administration Agreement, the Issuer Administrator shall not be obligated to, and shall not (A) make any payments to the Holders under the Trust Related Agreements, (B) sell the Trust Estate pursuant to the Indenture or (C) take any action that the Issuer directs the Issuer Administrator not to take on its behalf.

           Section 2. Records. The Issuer Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Indenture Trustee, the Holders, the Eligible Lender Trustee, the Delaware Trustee and the Owner at any time during normal business hours.

           Section 3. Compensation. As compensation for the performance of the Issuer Administrator’s obligations under this Administration Agreement and as reimbursement for its expenses related thereto, the Issuer Administrator shall be entitled to the Administration Fee payable as set forth in the Indenture. The payment of the foregoing fee shall be solely an obligation of the Issuer, payable out of the Trust Estate.

           Section 4. Additional Information to be Furnished. The Issuer Administrator shall furnish to the Issuer and the Indenture Trustee from time to time such additional information regarding the Trust Estate as the Issuer or the Indenture Trustee shall reasonably request.

           Section 5. Independence of the Issuer Administrator. For all purposes of this Administration Agreement, the Issuer Administrator shall be an independent contractor and, notwithstanding its affiliation with the Issuer, shall not be subject to the supervision of the Issuer, the Eligible Lender Trustee or the Delaware Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Eligible Lender Trustee or the Delaware Trustee, the Issuer Administrator shall have no authority to act for or represent the Issuer, the Eligible Lender Trustee or the Delaware Trustee in any way and shall not otherwise be deemed an agent of the Issuer, the Eligible Lender Trustee or the Delaware Trustee.

           Section 6. No Joint Venture. Nothing contained in this Administration Agreement (a) shall constitute the Issuer Administrator and either of the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Owner as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity; (b) shall be construed to impose any liability as such on any of them; or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

           Section 7. Other Activities of the Issuer Administrator. Nothing herein shall prevent the Issuer Administrator or its affiliates from engaging in other businesses or, in its or their sole discretion, from acting in a similar capacity as an Issuer Administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee.

           Section 8. Term of Agreement; Resignation and Removal of Issuer Administrator.

          (a)      This Administration Agreement shall continue in force until the dissolution of the Issuer, upon which event this Administration Agreement shall automatically terminate.

          (b)      Subject to Section 8(e) hereof, the Issuer Administrator may resign its duties hereunder by providing the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Owner and the Indenture Trustee with at least 60 days’ prior written notice.

          (c)      Subject to Section 8(e) hereof, the Issuer may remove the Issuer Administrator without cause by providing the Issuer Administrator with at least 60 days’ prior written notice.

          (d)      Subject to Section 8(e) hereof, at the sole option of the Issuer, the Issuer Administrator may be removed immediately upon written notice of termination from the Issuer to the Issuer Administrator if any of the following events shall occur:

          (i)      the Issuer Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer);

          (ii)      a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Issuer Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Issuer Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

          (iii)      the Issuer Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Issuer Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Issuer Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Delaware Trustee, the Eligible Lender Trustee, the Holder and the Indenture Trustee within seven days after the happening of such event. The Issuer Administrator agrees that it will not commence or consent to the events specified in clause (iii) without the prior written consent of the Issuer, the Eligible Lender Trustee and the Delaware Trustee for so long as any Note is outstanding.

          (e)      No resignation or removal of the Issuer Administrator pursuant to this Section shall be effective until (i) a successor Issuer Administrator shall have been appointed by the Issuer (with the consent of the Delaware Trustee and the Eligible Lender Trustee) and (ii) such successor Issuer Administrator shall have a net worth of at least $5,000,000 and shall have agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Issuer Administrator is bound hereunder.

          (f)      The appointment of any successor Issuer Administrator shall be effective only if each Rating Agency shall have been given at least 10 days’ prior notice of such proposed appointment, and a Rating Agency Condition shall have been obtained with respect to such appointment.

           Section 9. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Administration Agreement pursuant to Section 8(a) hereof or the resignation or removal of the Issuer Administrator pursuant to Section 8(b) or (c) hereof, respectively, the Issuer Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Issuer Administrator shall forthwith upon such termination pursuant to Section 8(a) hereof deliver to the Issuer all property and documents of or relating to the Trust Estate then in the custody of the Issuer Administrator. In the event of the resignation or removal of the Issuer Administrator pursuant to Section 8(b) or (c) hereof, respectively, the Issuer Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Issuer Administrator.

           Section 10. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

If to the Issuer, to: College Loan Corporation Trust I
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

If to the Issuer
Administrator, to:
College Loan Corporation
16855 W. Bernardo Dr., Suite 270
San Diego, CA 92127
Attention: Cary Katz

If to the Indenture
  Trustee or the
  Eligible Lender
  Trustee, to: Bankers Trust Company
Attn: Corporate Trust-Structured Finance
100 Plaza One
MS JCY03-0606
Jersey City, NJ 07311

If to the Delaware
Trustee, to: Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above.

           Section 11. Amendments. This Administration Agreement may be amended from time to time by the parties hereto so long as a Rating Agency Condition has been obtained with respect to such amendment.

           Section 12. Successors and Assigns. This Administration Agreement may not be assigned by the Issuer Administrator unless such assignment is previously consented to in writing by the Issuer, the Delaware Trustee, the Holders, the Eligible Lender Trustee and the Indenture Trustee, and unless each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition has been obtained with respect to, such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Issuer Administrator is bound hereunder. Notwithstanding the foregoing, this Administration Agreement may be assigned by the Issuer Administrator without the consent of the Issuer, the Eligible Lender Trustee or the Delaware Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Issuer Administrator; provided that such successor organization executes and delivers to the Issuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner as the Issuer Administrator is bound hereunder, and each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition shall have been obtained with respect to, such assignment. Subject to the foregoing, this Administration Agreement shall bind any such permitted successors or assigns of the parties hereto.

           Section 13. Governing Law. THIS ADMINISTRATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.

           Section 14. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Administration Agreement.

           Section 15. Counterparts. This Administration Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

           Section 16. Severability. Any provision of this Administration Agreement that is prohibited or unenforceable in any jurisdiction shall 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 17. Limitation of Liability of Eligible Lender Trustee and Delaware Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Delaware Trustee and by Bankers Trust Company not in its individual capacity but solely in its capacity as Indenture Trustee and Eligible Lender Trustee, and in no event shall Wilmington Trust Company or Bankers Trust Company in their individual capacities or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer.

           Section 18. No Petition. The parties hereto will not at any time institute against the Issuer any bankruptcy proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations of the Issuer under any Basic Document as such term is defined in the Trust Agreement.

          IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered 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 /s/ David A. Vanaskey, Jr.               
Name David A. Vanaskey, Jr.               
Title Vice President               


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


By /s/ David A. Vanaskey, Jr.               
Name David A. Vanaskey, Jr.               
Title Vice President               


BANKERS TRUST COMPANY, not in its
individual capacity but solely as Eligible Lender
Trustee


By /s/ Eileen M. Hughes               
Name Eileen M. Hughes               
Title Vice President               


BANKERS TRUST COMPANY, as Indenture
Trustee


By /s/ Eileen M. Hughes               
Name Eileen M. Hughes               
Title Vice President               


COLLEGE LOAN CORPORATION, as Issuer
Administrator


By /s/ Cary Katz               
Name Cary Katz               
Title President                              

EXHIBIT A

POWER OF ATTORNEY

STATE OF ____________

COUNTY OF ___________ )
)
)

          KNOW ALL MEN BY THESE PRESENTS, that College Loan Corporation Trust I (the “Issuer”), does hereby make, constitute and appoint College Loan Corporation, as Issuer Administrator under the Administration Agreement, dated as of March 1, 2002 (the “Administration Agreement”), among the Issuer, Wilmington Trust Company, as Delaware Trustee, Bankers Trust Company, as Indenture Trustee, Bankers Trust Company, as Eligible Lender Trustee and College Loan Corporation, as Issuer Administrator, as the same may be amended from time to time, and its agents and attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, including, without limitation, to appear for and represent the Issuer in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to perform any and all acts associated with such returns and audits that the Issuer could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements.

          All powers of attorney for this purpose heretofore filed or executed by the Issuer are hereby revoked.

          Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Administration Agreement.

          EXECUTED as of this 1st day of March, 2002.

COLLEGE LOAN CORPORATION TRUST I

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


By                                           
Name                                           
Title                                           

EX-99

          THIS VERIFICATION AGENT AGREEMENT dated as of October 1, 2003 (as amended from time to time, this “Agreement”), between COLLEGE LOAN CORPORATION TRUST I, a Delaware statutory trust (the “Issuer”), COLLEGE LOAN CORPORATION, a California corporation (the “Issuer Administrator”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Verification Agent (in such capacity, the “Verification Agent “).

W I T N E S S E T H :

          WHEREAS, the Issuer, Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and College Loan Corporation, as issuer administrator (the “Issuer Administrator”) have entered into an Administration Agreement dated as of March 1, 2002 (the “Administration Agreement”) among such parties and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”), and Deutsche Bank Trust Company Americas, as Eligible Lender Trustee (the “Eligible Lender Trustee”), in connection with the issuance from time to time by the Issuer of its notes under an Amended and Restated Indenture of Trust, dated as of October 1, 2003 (as previously amended and supplemented, the “Base Indenture”) from the Issuer and the Eligible Lender Trustee to the Indenture Trustee (together with any Supplemental Indentures and any amendments thereto made in accordance with their respective terms, the “Indenture”); and

          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

          Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

           Section 1. Duties of the Verification Agent. The Verification Agent agrees, from the date hereof, to perform such duties and only such duties set forth in Section 11.03 of the Base Indenture. In carrying out any of its obligations under this Agreement, the Verification Agent may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them and shall not be liable for the acts and omissions of such agents, attorneys, accountants, independent contractors and auditors appointed with due care.

          The Verification Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the property party or parties.

          It is hereby understood and agreed by the parties hereto that the Verification Agent shall rely solely on information provided to it by the Issuer Administrator in performing its duties as set forth in this Agreement and that the Verification Agent shall have no obligation to monitor the performance of the Issuer Administrator. The parties hereto further agree that the Verification Agent shall have no liability in connection with the performance of the Issuer Administrator under this Agreement or the Indenture.

           Section 2. Information Provided by Issuer. Five Business Days prior to each Monthly Calculation Date, the Issuer shall deliver to the Verification Agent the information necessary to enable the Verification Agent to perform it’s duties pursuant to Section 1 hereof.

           Section 3. Indemnification. In performing its duties hereunder, except as otherwise provided herein, the Verification Agent shall be entitled to the same indemnities, and held to the same standard of care, as is the Trustee under the Indenture.

           Section 4. Compensation. As compensation for the performance of the verification obligations described in Section 1 and as reimbursement for its expenses related thereto, the Verification Agent shall be entitled to the fees set forth in Schedule I. The payment of the foregoing fees shall be solely an obligation of the Issuer, payable out of the Trust Estate. The obligations of the Issuer under this Section 4 to compensate the Verification Agent shall survive the satisfaction and discharge of this Agreement or the earlier resignation or removal of the Verification Agent.

           Section 5. Additional Information to be Furnished. The Issuer Administrator, on behalf of the Issuer, shall promptly furnish to the Verification Agent such additional information regarding the Trust Estate as the Verification Agent shall reasonably request for purposes of performing its obligations hereunder.

           Section 6. Term of Agreement; Resignation and Removal of Verification Agent.

          (a)      This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

          (b)      Subject to Section 6(d) hereof, the Verification Agent may resign its duties hereunder by providing the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee and the Issuer Administrator with at least 60 days’ prior written notice.

          (c)      Subject to Section 6(d) hereof, the Issuer may remove the Verification Agent without cause by providing the Verification Agent with at least 60 days’ prior written notice.

          (d)      No resignation or removal of the Verification Agent pursuant to this Section shall be effective until (i) a successor Verification Agent shall have been appointed by the Issuer and (ii) such successor Verification Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Verification Agent is bound hereunder; provided, however, that the Verification Agent may petition a court of competent jurisdiction to appoint a successor Verification Agent.

          (e)      The appointment of any successor Verification Agent shall be effective only if each Rating Agency shall have been given at least 10 days’ prior notice of such proposed appointment, and a Rating Agency Condition shall have been obtained with respect to such appointment.

           Section 7. 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 Agreement or any other related document.

           Section 8. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

If to the Issuer, to: College Loan Corporation Trust I
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

With a copy to: College Loan Corporation
16855 W. Bernardo Dr., Suite 270
San Diego, CA 92127
Attention: Cary Katz

If to the Issuer Administrator: College Loan Corporation
16855 W. Bernardo Dr., Suite 270
San Diego, CA 92127
Attention: Cary Katz

If to the Verification
Agent, to: Deutsche Bank Trust Company Americas
60 Wall Street
26th Floor, NYC60-2612
New York, NY 10005-2858
Attention: Structured Financial Services – Corp. Trust

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above.

           Section 9. Amendments. This Agreement may be amended from time to time by the parties hereto so long as a Rating Agency Condition has been obtained with respect to such amendment. The Verification Agent shall not be required to enter any amendment which affects its own rights, duties or obligations hereunder.

           Section 10. Successors and Assigns. This Agreement may not be assigned by the Verification Agent unless such assignment is previously consented to in writing by the Issuer and the Indenture Trustee, unless each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition has been obtained with respect to, such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Verification Agent is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Verification Agent without the consent of the Issuer or the Indenture Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Verification Agent; provided that such successor organization executes and delivers to the Issuer an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner as the Verification Agent is bound hereunder, and each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition shall have been obtained with respect to, such assignment. Subject to the foregoing, this Agreement shall bind any such permitted successors or assigns of the parties hereto.

           Section 11. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.

           Section 12. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

           Section 13. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

           Section 14. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall 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.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered 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 /s/ Patricia A. Evans                           
Name Patricia A. Evans                           
Title Assistant Vice President            


DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Verification Agent


By /s/Louis Bodi                           
Name Louis Bodi                           
Title Vice President                        


COLLEGE LOAN CORPORATION
as Issuer Administrator


By /s/ John Falb                           
Name John Falb                           
Title Treasurer                           

SCHEDULE I

FEES

Verification Fees:

1.

2. Acceptance Fee

Monthly/Review Fee $5,000.00

$625 per month

EX-99

BACK-UP ADMINISTRATION AGREEMENT

among

COLLEGE LOAN CORPORATION TRUST I,
as Issuer

BANKERS TRUST COMPANY,
as Indenture Trustee,

BANKERS TRUST COMPANY,
as Back-Up Issuer Administrator

and

COLLEGE LOAN CORPORATION,
as Issuer Administrator

Dated as of March 1, 2002

TABLE OF CONTENTS

Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.

Duties of the Back-Up Issuer Administrator
Records
Compensation
Additional Information to be Furnished
Term of Agreement; Resignation and Removal of Back-Up Issuer Administrator
Notices
Amendments
Successors and Assigns
Governing Law
Headings
Counterparts
Severability Page

1
2
2
2
2
3
3
3
4
4
4
4

          THIS BACK-UP ADMINISTRATION AGREEMENT dated as of March 1, 2002 (as amended from time to time, this “Agreement”), among COLLEGE LOAN CORPORATION TRUST I, a Delaware business trust (the “Issuer”), BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as Back-Up Issuer Administrator (in such capacity, the “Back-Up Issuer Administrator”) and COLLEGE LOAN CORPORATION, a California corporation, as Issuer Administrator (the “Issuer Administrator”).

W I T N E S S E T H :

          WHEREAS, the Issuer, the Indenture Trustee and the Issuer Administrator have entered into an Administration Agreement dated as of March 1, 2002 (the “Administration Agreement”) among such parties and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”), and Bankers Trust Company, as Eligible Lender Trustee (the “Eligible Lender Trustee”), in connection with the issuance from time to time by the Issuer of its notes under an Indenture of Trust, dated as of March 1, 2002, from the Issuer and the Eligible Lender Trustee to the Indenture Trustee (together with any Supplemental Indentures and any amendments thereto made in accordance with their respective terms, the “Indenture”); and

          WHEREAS, under the Administration Agreement, the Issuer Administrator performs certain of the duties of the Issuer, the Eligible Lender Trustee and the Delaware Trustee; and

          WHEREAS, the Issuer desires to retain the Back-Up Issuer Administrator to perform such services if (i) the Issuer reasonably determines that the Issuer Administrator is unable to perform such services or the Issuer Administrator resigns, (ii) the Issuer has not otherwise found a replacement for the Issuer Administrator under the terms permitted by the Indenture and (iii) the Issuer provides written notice (a “Back-Up Issuer Administrator Notice”) to the Indenture Trustee, the Issuer Administrator and the Back-Up Issuer Administrator requesting that the Back-Up Administrator assume the obligations of Issuer Administrator under the Administration Agreement as provided herein and containing an effective date (the “Effective Date”) therefor, which shall be a date not less than 10 Business Days from the date of such notice;

          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

          Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Basic Documents.

           Section 1. Duties of the Back-Up Issuer Administrator. Upon receipt of a Back-Up Issuer Administrator Notice and the records described in Section 2 hereof, the Back-Up Issuer Administrator agrees, from the Effective Date, to assume and perform the duties of the Issuer Administrator under the Administration Agreement, provided, notwithstanding any provision in the Administration Agreement, in no event shall the Back-Up Issuer Administrator be required to pay or advance amounts out of its own funds and shall only pay any such amounts to the extent such funds are available for reimbursement to it from the Trust Estate. In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them and shall not be liable for the acts and omissions of such agents, attorneys, accountants, independent contractors and auditors appointed with due care.

           Section 2. Records. Within three Business Days of the giving of a Back-Up Issuer Administrator Notice, the Issuer Administrator and the Indenture Trustee shall provide the Back-Up Issuer Administrator copies of all appropriate books of account and records relating to services performed under the Administration Agreement.

           Section 3. Compensation. As compensation for the performance of the Issuer Administrator’s obligations under the Administration Agreement and as reimbursement for its expenses related thereto, the Back-Up Issuer Administrator shall, but only upon and from the Effective Date, be entitled to the Administration Fee accruing from the Effective Date and payable as set forth in the Indenture. The payment of the foregoing fee shall be solely an obligation of the Issuer, payable out of the Trust Estate.

           Section 4. Additional Information to be Furnished. The Issuer Administrator and the Indenture Trustee shall promptly furnish to the Back-Up Issuer Administrator such additional information regarding the Trust Estate as the Back-Up Issuer Administrator shall reasonably request.|

           Section 5. Term of Agreement; Resignation and Removal of Back-Up Issuer Administrator.

          (a)      This Agreement shall continue in force until the dissolution of the Issuer, upon wh.ich event this Agreement shall automatically terminate.

          (b)      Subject to Section 5(d) hereof, the Back-Up Issuer Administrator may resign its duties hereunder by providing the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee and the Issuer Administrator with at least 60 days’ prior written notice.

          (c)      Subject to Section 5(d) hereof, the Issuer may remove the Back-Up Issuer Administrator without cause by providing the Back-Up Issuer Administrator with at least 60 days’ prior written notice.

          (d)      No resignation or removal of the Back-Up Issuer Administrator pursuant to this Section shall be effective until (i) a successor Back-Up Issuer Administrator shall have been appointed by the Issuer and (ii) such successor Back-Up Issuer Administrator shall meet the requirements for an Issuer Administrator under the Indenture and shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Back-Up Issuer Administrator is bound hereunder.

          (e)      The appointment of any successor Back-Up Issuer Administrator shall be effective only if each Rating Agency shall have been given at least 10 days’ prior notice of such proposed appointment, and a Rating Agency Condition shall have been obtained with respect to such appointment.

           Section 6. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:|

If to the Issuer, to: College Loan Corporation Trust I
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

If to the Issuer
   Administrator, to: College Loan Corporation
16855 W. Bernardo Dr., Suite 270
San Diego, CA 92127
Attention: Cary Katz

If to the Indenture
   Trustee, to: Bankers Trust Company
4 Albany Street
New York, NY 10006
Attention: Corporate Trust - Structured Finance

If to the Back-Up
Issuer Administrator,
to: Bankers Trust Company
4 Albany Street
New York, NY 10006
Attention: Corporate Trust - Structured Finance

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above.

           Section 7. Amendments. This Agreement may be amended from time to time by the parties hereto so long as a Rating Agency Condition has been obtained with respect to such amendment. The Back-Up Issuer Administrator shall not be required to enter any amendment which affects its own rights, duties or obligations hereunder.

           Section 8. Successors and Assigns. This Agreement may not be assigned by the Back-Up Issuer Administrator unless such assignment is previously consented to in writing by the Issuer, the Indenture Trustee and the Issuer Administrator, unless each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition has been obtained with respect to, such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Back-Up Issuer Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Back-Up Issuer Administrator without the consent of the Issuer, the Indenture Trustee or the Issuer Administrator to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Back-Up Issuer Administrator; provided that such successor organization executes and delivers to the Issuer, the Indenture Trustee and the Issuer Administrator an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner as the Back-Up Issuer Administrator is bound hereunder, and each Rating Agency shall have been given 10 days’ prior notice of, and a Rating Agency Condition shall have been obtained with respect to, such assignment. Subject to the foregoing, this Agreement shall bind any such permitted successors or assigns of the parties hereto.

           Section 9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.

           Section 10. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

           Section 11. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

           Section 12. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall 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.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered 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 /s/ David A. Vanaskey, Jr.              
Name David A. Vanaskey, Jr.              
Title Vice President              


BANKERS TRUST COMPANY, as Back-Up
Issuer Administrator


By /s/ Eileen M. Hughes              
Name Eileen M. Hughes              
Title Vice President              


BANKERS TRUST COMPANY, as Indenture
Trustee


By /s/ Eileen M. Hughes                                        
Name Eileen M. Hughes                                        
Title Vice President              


COLLEGE LOAN CORPORATION, as Issuer
Administrator


By /s/ Cary Katz              
Name Cary Katz              
Title President