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): October 18, 2005

COLLEGE LOAN CORPORATION TRUST 2005-2
(Issuer of the Notes)

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

Delaware
Delaware 333-112075-01
333-112075 32-6044730
32-0005932

(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 8.01.      Other Events.

          This Current Report on Form 8-K is being filed with respect to certain agreements entered into in connection with the issuance by College Loan Corporation Trust 2005-2 of $1,400,000,000 aggregate principal amount of Student Loan Asset-Backed Notes, Series 2005-2.

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

           (d) Exhibits

                 Exhibit No.

                 1.1      An Underwriting Agreement, dated as of October 7, 2005, among Citigroup Global Markets Inc., J. P. Morgan Securities Inc., UBS Securities LLC and Goldman, Sachs & Co. as underwriters, College Loan Corporation and College Loan LLC.

                4.1      An Indenture of Trust, dated as of October 1, 2005, among College Loan Corporation Trust 2005-2, as issuer, JPMorgan Chase Bank, N.A., as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender trustee.

                25.1      Statement of eligibility of trustee on Form T-1.

                99.1      An Amended and Restated Trust Agreement, dated as of October 1, 2005, between College Loan LLC, as sponsor, and Wilmington Trust Company, as Delaware trustee.

                99.2      A Servicing Administration Agreement, dated as of October 1, 2005, between College Loan Corporation Trust 2005-2 and College Loan Corporation, as servicing administrator.

                99.3      An Administration Agreement, dated as of October 1, 2005 among College Loan Corporation Trust 2005-2, as issuer, Wilmington Trust Company, as Delaware trustee, JPMorgan Chase Bank, N.A., as indenture trustee, Deutsche Bank Trust Company Americas, as eligible lender trustee and College Loan Corporation, as issuer administrator.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Co-Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

COLLEGE LOAN CORPORATION TRUST I
COLLEGE LOAN CORPORATION
(Co-Registrants)

Dated: October 21, 2005 College Loan LLC, as Co-Registrant by College
Loan Corporation, as Sole Economic Member

By:  /s/ Elizabeth Wood                                         
       Name: Elizabeth Wood
       Title: Chief Financial Officer

Dated: October 21, 2005 College Loan Corporation Trust 2005-2, as Co-
Registrant, by College Loan Corporation as Sole
Economic Member of College Loan LLC, as
Sponsor

By:  /s/ Elizabeth Wood                                         
       Name: Elizabeth Wood
       Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit Number

1.1 Description

An Underwriting Agreement, dated as of October 7, 2005, among Citigroup Global Markets Inc., J. P. Morgan Securities Inc., UBS Securities LLC and Goldman, Sachs & Co. as underwriters, College Loan Corporation and College Loan LLC.

4.1 An Indenture of Trust, dated as of October 1, 2005, among College Loan Corporation Trust 2005-2, as issuer, JPMorgan Chase Bank, N.A., as indenture trustee and Deutsche Bank Trust Company Americas, as eligible lender trustee.

25.1 Statement of eligibility of trustee on Form T-1.

99.1 An Amended and Restated Trust Agreement, dated as of October 1, 2005, between College Loan LLC, as sponsor and Wilmington Trust Company, as Delaware trustee.

99.2 A Servicing Administration Agreement, dated as of October 1, 2005, between College Loan Corporation Trust 2005-2 and College Loan Corporation, as servicing administrator.

99.3 An Administration Agreement, dated as of October 1, 2005, among College Loan Corporation Trust 2005-2, as issuer, Wilmington Trust Company, as Delaware trustee, JPMorgan Chase Bank, N.A., as indenture trustee, Deutsche Bank Trust Company Americas, as eligible lender trustee, and College Loan Corporation, as issuer administrator.

EX-1

$1,400,000,000
COLLEGE LOAN CORPORATION TRUST 2005-2

UNDERWRITING AGREEMENT

October 7, 2005

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Citigroup Global Markets Inc.
388 Greenwich Street, 6th Floor
New York, New York 10013

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

J.P. Morgan Securities Inc.
270 Park Avenue, 10th Floor
New York, New York 10019


Ladies and Gentlemen:

             1.      Introductory. College Loan LLC (the "Sponsor") 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 Sponsor. The Sponsor proposes to cause College Loan Corporation Trust 2005-2 (the "Trust") to issue and to sell, pursuant to this Underwriting Agreement (this "Agreement") to Goldman, Sachs & Co., Citigroup Global Markets Inc., UBS Securities LLC and J.P. Morgan Securities Inc. (each, an "Underwriter" and collectively, the "Underwriters") $300,000,000 principal amount of its Class A-1 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-1 Notes"), $481,000,000 principal amount of its Class A-2 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-2 Notes"), $200,000,000 principal amount of its Class A-3 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-3 Notes"), $363,000,000 principal amount of its Class A-4 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-4 Notes") and $56,000,000 principal amount of its Class B Student Loan Asset-Backed Notes, Series 2005-2 (the "Class B Notes" and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the "Notes").

            The Trust was formed by the Sponsor pursuant to a Trust Agreement, dated as of September 21, 2005, as amended and restated by the Amended and Restated Trust Agreement dated as of October 1, 2005 (together, the "Trust Agreement"), between the Sponsor and Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee"). The assets of the Trust will include, among other things, a pool of student loans (the "Financed Student Loans") and all amounts collected thereunder on and after the Closing Date, as defined below. Such Financed Student Loans will be acquired by the Trust from the Sponsor pursuant to a FFELP Loan Purchase Agreement, to be dated as of October 1, 2005 (the "Sponsor Student Loan Purchase Agreement"), among the Trust (as beneficial owner of the Financed Student Loans), Deutsche Bank Trust Company Americas, as eligible lender trustee for the Trust and in such capacity legal owner of the Financed Student Loans (the "Eligible Lender Trustee"), the Sponsor and Deutsche Bank Trust Company Americas, as eligible lender trustee for the Sponsor (the "Sponsor Eligible Lender Trustee").

          The Sponsor will acquire the initial Financed Student Loans to be sold to the Trust pursuant to the Sponsor Student Loan Purchase Agreement from (i) College Loan Corporation (in such capacity, "College Loan" or a "Seller"), (ii) College Loan Warehouse LLC ("Warehouse LLC" or a "Seller"), (iii) College Loan Gold Funding LLC ("Gold Funding LLC" or a "Seller") and (iv) College Loan Royal Funding LLC ("Royal Funding LLC" or a "Seller"), acting through their respective eligible lender trustees (the "Seller Eligible Lender Trustees"). The Sponsor and the Eligible Lender Trustee will enter into a separate FFELP Loan Purchase Agreement with each Seller and its respective Seller Eligible Lender Trustee, each to be dated as of October 1, 2005 (referred to herein as the "Seller Student Loan Purchase Agreements").

          The Financed Student Loans are to be serviced by College Loan (in such capacity, the "Servicing Administrator") pursuant to a Servicing Administration Agreement, dated as of October 1, 2005 (the "Servicing Administration Agreement"), among the Trust and the Servicing Administrator. The Servicing Administrator, acting through its eligible lender trustee, has entered into servicing agreements with ACS Education Services, Inc. ("ACS" or a "Servicer") and Great Lakes Educational Loan Services, Inc. ("Great Lakes" or a "Servicer") pursuant to which ACS and Great Lakes will service a portion of the Financed Student Loans on behalf of the Servicing Administrator (the "Servicing Agreements").

          The Notes will be issued pursuant to an Indenture of Trust, to be dated as of October 1, 2005 (the "Indenture"), among the Trust, the Eligible Lender Trustee and JPMorgan Chase Bank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). In addition, pursuant to an Administration Agreement, to be dated as of October 1, 2005 (the "Administration Agreement"), among the Trust, College Loan (in such capacity, the "Administrator"), the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee, the Administrator will agree to perform certain administrative tasks on behalf of the Trust.

          The Eligible Lender Trustee and the Trust have entered into a Joint Sharing Agreement, dated as of October 1, 2005 (as amended and supplemented from time to time, the "Joint Sharing Agreement"), with College Loan Corporation Trust I. The Joint Sharing Agreement provides that other entities for which the Eligible Lender Trustee is an eligible lender trustee and which use the same eligible lender number for the holding of student loans as it uses for the Financed Student Loans may become additional parties to the Joint Sharing Agreement.

          In connection with the issuance of the Notes, the Trust and/or the Sponsor also intend to enter into the following agreements: (i) an agreement providing for an interest rate cap on the Notes for a duration to be set forth therein, including an ISDA Master Agreement, a Schedule and a confirmation (the "Interest Rate Cap Agreement"), between the Trust and a counterparty named therein (the "Interest Rate Cap Agreement Counterparty"), (ii) an agreement providing for a interest rate basis swap for a duration set forth therein, including an ISDA Master Agreement, a Schedule and a confirmation (the "LIBOR Derivative Product Agreement"), between the Trust and a counterparty named therein (the "LIBOR Derivative Product Agreement Counterparty"), (iii) an Eligible Lender Trust Agreement dated as of October 1, 2005 (the "Eligible Lender Trust Agreement") between the Trust and the Eligible Lender Trustee, (iv) an Eligible Lender Trust Agreement dated as of October 1, 2005 (the "Sponsor Eligible Lender Trust Agreement) between the Sponsor and the Sponsor Eligible Lender Trustee, (v) the Custodian Agreement dated as of October 1, 2005 (the "ACS Custodian Agreement") among the Trust, the Eligible Lender Trustee, the Indenture Trustee and ACS, (vi) the Custodian Agreement dated as of October 1, 2005 (the "Great Lakes Custodian Agreement") among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Great Lakes, (vii) Investment Agreements, each dated as of the Closing Date (the "Investment Agreements"), each between the Trust and/or the Indenture Trustee and the party identified therein as providing the investment (the "Investment Agreement Provider") and (viii) a Verification Agent Agreement, dated as of October 1, 2005, among the Verification Agent, the Issuer, CLC and the Indenture Trustee (the "Verification Agreement").

          Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Prospectus (as hereinafter defined) or, if not defined therein, as defined in the Indenture. As used herein, the term "Basic Documents" refers to this Agreement, the Trust Agreement, the Indenture, the Servicing Administration Agreement, the Servicing Agreements, the Administration Agreement, the Sponsor Student Loan Purchase Agreement, the Seller Student Loan Purchase Agreements, the Guarantee Agreements, the Joint Sharing Agreement, the Eligible Lender Trust Agreement, the Sponsor Eligible Lender Trust Agreement, the ACS Custodian Agreement, the Great Lakes Custodian Agreement, the Interest Rate Cap Agreement, the LIBOR Derivative Product Agreement, the Investment Agreements and the Verification Agreement and the letter of representations, given by the Trust and the Indenture Trustee to The Depository Trust Company ("DTC") in connection with the registration of the Notes.

           2.      Representations and Warranties of the Sponsor and College Loan. The Sponsor and College Loan each represent and warrant to and agree with the Underwriters that:

     (a)      A registration statement on Form S-3 (No. 333-112075), including a form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), have been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendments thereto, each in the form heretofore delivered or to be delivered to the Underwriters and excluding exhibits to such registration statement but including all documents incorporated by reference in the prospectus contained therein, to the Underwriters, have been declared effective by the Commission in such forms; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than prospectuses filed pursuant to Rule 424(b) ("Rule 424(b)") of the rules and regulations of the Commission (the "Rules and Regulations") under the Act, each in the form heretofore delivered to the Underwriters); and no stop order suspending the effectiveness of such registration statement have been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The various parts of such registration statement including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective (but excluding the Form T-1 filed in connection therewith), each as amended at the time such part of such registration statement became effective, are hereinafter collectively referred to as the "Registration Statement," and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Notes as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b), are hereinafter collectively referred to as the "Prospectus;" a "preliminary prospectus" means any form of prospectus, including any prospectus supplement, relating to the Notes used prior to the date of this Agreement that is subject to completion; the "Base Prospectus" means the base prospectus dated October 13, 2005, included in the Prospectus; and the "Prospectus Supplement" means the prospectus supplement to be dated on or about October 13, 2005, included in the Prospectus.

     (b)      On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations thereunder, and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement and on the Closing Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and 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 Registration Statement or the Prospectus based upon written information furnished by the Underwriters (as described in Section 7(b) hereof), specifically for use therein.

     (c)      The Notes are "asset backed securities" within the meaning of, and satisfy the requirements for use of, Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Sponsor, is not threatening to issue any order preventing or suspending the use of the Registration Statement.

     (d)      The documents incorporated by reference in the Registration Statement and Prospectus, when they became effective or hereafter become effective, or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Trust Indenture Act and the Rules and Regulations thereunder and none of such documents contained an 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 not misleading.

     (e)      Each of College Loan, the Sponsor and the Sellers is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, is duly qualified to transact business in each jurisdiction in which it is required to be so qualified and has all necessary licenses, permits and consents to conduct its business as currently conducted and as described in the Prospectus and to perform its obligations under the Basic Documents except where the failure to be so qualified or to have such licenses, permits or consents would not have a material adverse affect on College Loan (including without limitation in its capacity as a Seller, Servicing Administrator and Administrator), the Sponsor and the Sellers, as applicable, or on its ability to perform its obligations under the Basic Documents.

     (f)      This Agreement and each of the other Basic Documents to which College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator is a party has been duly authorized and, when executed and delivered by College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, as applicable, will constitute a valid and binding agreement of College Loan, the Sponsor, the Sellers, the Servicing Administrator and the Administrator, respectively, enforceable against College Loan, the Sponsor, the Sellers, the Servicing Administrator and the Administrator, respectively, in accordance with its terms, subject as to the enforcement of remedies (i) to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally; (ii) to general principles of equity (regardless of and whether the enforcement of such remedies is considered in a proceeding in equity or at law); and (iii) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

     (g)      None of College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator is in breach or violation of (i) its organizational documents or (ii) any indenture, mortgage, deed or trust, lease, credit or security agreement or other agreement or instrument to which it is a party or by which it or its properties may be bound, or in violation of any applicable law, statute, regulation or ordinance or any governmental body having jurisdiction over it, except where such breach or violation would not have a material adverse affect on College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, as applicable, or in its ability to perform its obligations under the Basic Documents.

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

     (i)      Neither the Sponsor nor any of its affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Notes, except for this Agreement.

     (j)      The Trust is not an "investment company" and is not required to be registered as an "investment company," as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act").

     (k)      As of the Closing Date (as defined below), the representations and warranties of College Loan, the Sponsor, the Sellers, the Servicing Administrator and the Administrator, in each of their respective capacities under each of the Basic Documents to which they are a party, will be true and correct in all material respects as of the date of such representation or warranty was given and each such representation and warranty is so incorporated herein by this reference.

     (l)      The Trust's assignment of the Collateral to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no other outstanding Lien.

     (m)      The Notes have been duly authorized on behalf of the Trust. The Notes, when duly and validly executed, authenticated and delivered in accordance with the Indenture, and delivered and paid for pursuant hereto, will constitute legally valid and binding obligations of the Trust, entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject as to enforceability to the effects of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws now or hereafter in effect relating to creditors' rights generally and subject to general principles of equity (whether in a proceeding at law or in equity).

     (n)      Neither the execution, delivery or performance of any of the Basic Documents by College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, nor the issuance, sale and delivery of the Notes, nor the fulfillment of the terms of the Notes, will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the formation documents of College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, any material indenture or other material agreement or instrument to which College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator is a party or by which any of them or their properties is bound or result in a violation of or contravene the terms of any statute, order or regulation applicable to College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, or will result in the creation of any lien upon any material property or assets of College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator (other than pursuant to the Basic Documents).

     (o)      Other than as disclosed in the Prospectus, there are no legal or governmental proceedings pending to which College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator is a party or of which any of its properties is the subject, which, if determined adversely to College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, would individually or in the aggregate have a material adverse effect on the financial position, shareholders' equity or results of operations of any of them; and, to the best of College Loan's and the Sponsor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

     (p)      No consent, license, approval, authorization or order of or declaration or filing with any governmental authority is required for the issuance of the Notes or sale of the Notes or the consummation of the other transactions contemplated by this Agreement or the other Basic Documents, except for state securities or Blue Sky laws and except such as have been or will have been prior to the Closing Date duly made or obtained.

     (q)      Since the respective dates as of which information is given in the Registration Statement and the Prospectus, as amended prior to the date hereof, there has not been any material adverse change, or any development which could reasonably be expected to result in a material adverse change, in or affecting the financial position, shareholders' equity or results of operations of College Loan, the Sponsor, the Sellers, the Servicing Administrator or the Administrator, or College Loan's, the Sponsor's, the Sellers', the Servicing Administrator's or the Administrator's ability to perform its obligations under this Agreement or any of the other Basic Documents to which it is a party.

     (r)      Any taxes, fees and other governmental charges owed by College Loan, the Sponsor, the Sellers, the Servicing Administrator, the Administrator or the Trust due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and issuance of this Agreement, the other Basic Documents and the Notes have been or will have been paid at or prior to the Closing Date, except for taxes, fees and other governmental charges in respect of which the validity thereof will be contested in good faith by appropriate proceedings.

     (s)      Under generally accepted accounting principles, (i) each Seller will report its transfer of the Financed Student Loans transferred by it to the Sponsor pursuant to its Seller Student Loan Purchase Agreement as a sale of the Financed Student Loans for financial accounting purposes and (ii) the Sponsor will report its transfer of the Financed Student Loans to the Trust pursuant to the Sponsor Student Loan Purchase Agreement as a sale of the Financed Student Loans for financial accounting purposes (it being understood, however, that the sales described in clauses (i) and (ii) may not be recognized for accounting purposes due to the application of consolidated financial reporting).

     (t)      Immediately prior to the transfer thereof by each Seller to the Sponsor, each Seller will be the sole owner of all right, title and interest in, and will have good and marketable title to, the Financed Student Loans to be transferred to the Sponsor. Pursuant to the Seller Student Loan Purchase Agreements, each Seller will transfer to the Sponsor ownership of the Financed Student Loans. Immediately prior to the transfer thereof to the Trust, the Sponsor will be the sole owner of all right, title and interest in, and will have good and marketable title to, the Financed Student Loans. The assignment of the Financed Student Loans, all documents and instruments relating thereto and all proceeds thereof to the Trust, pursuant to the Sponsor Student Loan Purchase Agreement, vests in the Indenture Trustee and the Eligible Lender Trustee, as appropriate, on behalf of the Trust all interests which are purported to be conveyed thereby, free and clear of any liens, security interests or encumbrances, other than those contemplated by the Basic Documents.

     (u)      Immediately upon the transfer of Financed Student Loans by the Sellers to the Sponsor pursuant to the Seller Student Loan Purchase Agreements, the Sponsor's interest in such Financed Student Loans and the proceeds thereof shall be perfected by the filing of UCC-1 financing statements naming each Seller and its eligible lender trustee, as debtors, the Sponsor and its eligible lender trustee, as secured parties, and the Indenture Trustee, as assignee (the "Seller Financing Statements") in the offices specified in Schedule I and there shall be no unreleased UCC financing statements filed against the Sellers or their eligible lender trustees in such Financed Student Loans other than the Seller Financing Statements. If a court concludes that the transfer of such Financed Student Loans from the Sellers to the Sponsor is a sale, the interest of the Sponsor in the Financed Student Loans and the proceeds thereof will be perfected upon filing of the Seller Financing Statements in the offices specified in Schedule I. If a court concludes that such transfer is not a sale, the Seller Student Loan Purchase Agreements and the transactions contemplated thereby shall constitute a grant by the Sellers to the Sponsor of a valid security interest in the Financed Student Loans and the proceeds thereof, which security interest will be perfected upon filing of the Seller Financing Statements in the offices specified in Schedule I. No filing or other action, other than the filing of the Seller Financing Statements in the offices specified in Schedule I and any related continuation statements, is necessary to perfect and maintain the interest or the security interest of the Sponsor in the Financed Student Loans and the proceeds thereof against third parties.

     (v)      Immediately upon the transfer of the Financed Student Loans by the Sponsor to the Trust pursuant to the Sponsor Student Loan Purchase Agreement, the Trust's interest in the Financed Student Loans and the proceeds thereof shall be perfected by the filing of UCC-1 Financing Statements naming the Sponsor and its eligible lender trustee, as debtors, the Trust and the Eligible Lender Trustee, as secured parties, and the Indenture Trustee, as assignee (the "Sponsor Financing Statements") in the offices specified in Schedule I and there shall be no unreleased UCC financing statements filed against the Sponsor or its eligible lender trustee in the Financed Student Loans other than the Sponsor Financing Statements. If a court concludes that the transfer of the Financed Student Loans from the Sponsor to the Trust is a sale, the interest of the Trust in the Financed Student Loans and the proceeds thereof will be perfected upon filing of the Seller Financing Statements in the offices specified in Schedule I. If a court concludes that such transfer is not a sale, the Sponsor Student Loan Purchase Agreement and the transactions contemplated thereby constitute a grant by the Sponsor to the Trust of a valid security interest in the Financed Student Loans and the proceeds thereof, which security interest will be perfected upon the filing of the Sponsor Financing Statements in the offices specified in Schedule I. No filing or other action, other than the filing of the Sponsor Financing Statements in the offices specified in Schedule I and any related continuation statements, is necessary to perfect and maintain the interest or the security interest of the Trust in the Financed Student Loans and the proceeds thereof against third parties.

     (w)      The Indenture and the transactions contemplated thereby constitute a grant by the Trust and the Eligible Lender Trustee to the Indenture Trustee of a valid security interest in the Collateral and the proceeds thereof, which security interest will be perfected upon the filing of UCC-1 Financing Statements naming the Trust and the Eligible Lender Trustee, as debtors, and the Indenture Trustee, as secured party (the "Trust Financing Statements"), in the offices specified in Schedule I and there shall be no unreleased UCC financing statements filed against the Trust or the Eligible Lender Trustee in the Collateral other than the Trust Financing Statements. No filing or other action, other than the filing of the Trust Financing Statements and any related continuation statements, is necessary to perfect and maintain the interest or the security interest of the Indenture Trustee in the Collateral and the proceeds thereof against third parties.

     (x)      The Trust Agreement need not be qualified under the Trust Indenture Act.

     (y)      The Indenture has been qualified under the Trust Indenture Act.

     (z)      The Sponsor and College Loan acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Sponsor and College Loan with respect to the offering of the 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 Sponsor, College Loan or any other person. Additionally, none of the Underwriters is advising the Sponsor, College Loan or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Sponsor 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 Sponsor or College Loan with respect thereto. Any review by the Underwriters of the Sponsor 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 Sponsor or College Loan.

           3.      Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates and shall bear interest at the respective rates set forth in Schedule IV hereto.

          The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, at 10:00 a.m., New York time on October 18, 2005, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

           4.      Offering by Underwriters. It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) on the terms set forth in the Prospectus.

           5.      Covenants of the Sponsor. The Sponsor covenants and agrees with the Underwriters that:

     (a)      The Sponsor will file the Prospectus in a form approved by the Underwriters with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriters, subparagraph (5)) of Rule 424(b) no later than the second business day following the execution and delivery of this Agreement. The Sponsor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b).

     (b)      The Sponsor will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus in connection with the offering of the Notes and will not effect such amendment or supplementation without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Sponsor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement or the Prospectus in connection with the offering of the Notes and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

     (c)      If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer, either (i) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Sponsor promptly will notify the Underwriters of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters' consent to, nor the Underwriters' distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

     (d)      The Sponsor will, so long as delivery of a prospectus by an underwriter or dealer is required by the Act, furnish to the Underwriters copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.

     (e)      The Sponsor will take all actions which are necessary to arrange for the qualification of the Notes for offering and sale under the laws of such jurisdictions as the Underwriters designate and will continue such qualifications in effect so long as required under such laws for the distribution of the Notes; provided, however, that in no event shall the Sponsor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction.

     (f)      The Sponsor shall, at all times upon request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Sponsor and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to acceptance of its subscription, the reasonable opportunity to ask questions of College Loan, the Sponsor, the Seller, the Servicing Administrator and the Administrator with respect to such matters.

     (g)      Until the retirement of the Notes, the Sponsor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Eligible Lender Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Indenture Trustee or the Eligible Lender Trustee.

     (h)      So long as any of the Notes are outstanding, the Sponsor will furnish to the Underwriters as soon as practicable after the end of the fiscal year, all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Sponsor pursuant to the Exchange Act, or any order of the Commission thereunder.

     (i)      On or before the Closing Date (or, in the case of Financed Student Loans to be acquired by the Trust from the Sponsor pursuant to the Sponsor Student Loan Purchase Agreement after the Closing Date, on or before the date of such acquisition), the Sponsor shall cause the computer records of the Sponsor, the Sellers, the Servicing Administrator, each Servicer, the Custodian and the Administrator relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (or such later date of acquisition) none of the Sponsor, the Sellers, the Servicing Administrator, either Servicer, the Custodian, or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Servicing Administration Agreement.

     (j)      To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate any of the Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Sponsor, the Sellers, the Servicing Administrator, each Servicer, the Custodian or the Administrator on or prior to the Closing Date, the Sponsor shall or shall cause the Sponsor, the Sellers, the Servicing Administrator, the Servicer, the Custodian or the Administrator, as applicable, to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Underwriters at the time it is delivered to the rating agencies.

     (k)      The Sponsor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Sponsor will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement and the Prospectus); (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of College Loan's, the Sponsor's, the Sellers', the Servicing Administrator's and the Administrator's counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel which shall be paid by the Underwriters); (vii) any fees charged by rating agencies for the rating of the Notes, (viii) the fees and expenses of the Trust and its counsel; and (ix) the fees and expenses of the Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee, and each of their counsel.

     (l)      The Sponsor will cause the Trust to make generally available to holders of Notes, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act (including, at the option of the Sponsor, Rule 158).

     (m)      The Sponsor will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the 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 Sponsor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

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

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

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

     (q)      For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Sponsor, College Loan or any entity affiliated, directly or indirectly, with the Sponsor or College Loan will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by student loans; provided, however, that this shall not be construed to prevent the sale of student loan applications or student loans by College Loan.

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

     (s)      The Sponsor will cooperate with the Underwriters in listing and maintaining the Class A Notes on the Irish Stock Exchange.

           6.      Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of College Loan and the Sponsor herein, to the accuracy of the written statements of officers and officials of College Loan, the Sponsor, the Sellers, the Servicing Administrator, the Administrator, each Servicer, the Custodian, the Delaware Trustee, the Indenture Trustee, the Eligible Lender Trustee and ASA and CSAC made pursuant to the provisions of this Section, to the performance by College Loan and the Sponsor of their obligations hereunder and to the following additional conditions precedent:

     (a)      The Underwriters shall have received a letter, of Price Waterhouse Coopers, dated on or prior to the date hereof, confirming that such accountants are independent public accountants within the meaning of the Act, and substantially in the form of the drafts to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters and counsel for the Underwriters (i) regarding certain numerical information contained in the Prospectus and (ii) relating to certain agreed-upon procedures.

     (b)      The Prospectus shall have been filed with the Commission in accordance with the Act and Section 5(a) hereof. On or 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 Sponsor, shall be contemplated by the Commission.

     (c)      Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the Financed Student Loans or particularly the business or properties of the Trust, College Loan, the Sponsor, the Sellers, the Servicing Administrator, each Servicer, the Custodian or the Administrator, which, in the sole discretion of the Underwriters, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any securities of College Loan, the Sponsor, the Sellers, the Servicing Administrator, a Servicer or the Custodian, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, American Stock Exchange, or NASDAQ National Market, or any setting of minimum or maximum prices for trading on such exchange; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war or national emergency by Congress, any material disruption in the financial markets or any other substantial national or international calamity or emergency if, in the sole judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, material disruption, calamity or emergency makes it impractical or inadvisable to proceed with the public offering or the delivery of the Notes as contemplated by the Registration Statement, as amended as of the date hereof; (vi) a material disruption has occurred in securities settlement or clearance services in the United States; or (vii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue or which, in the opinion of the Sponsor or College Loan and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Representatives, materially adversely affect the market for the Notes.

     (d)      On the Closing Date, each of the Basic Documents and the Notes shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Indenture Trustee and the Underwriters shall each have received a fully executed copy thereof or, with respect to the Notes, a conformed copy thereof. The Basic Documents and the Notes shall be substantially in the forms heretofore provided to the Underwriters.

     (e)      The Underwriters shall have received an opinion of The Simmons Firm, ALC, dated the Closing Date and satisfactory in form and substance to the Underwriters, to the effect that:

     (i)      Each of College Loan, the Servicing Administrator and the Administrator has been duly formed and is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, with full power and authority to own its properties and conduct its business, and is duly qualified to transact business and is in good standing in each jurisdiction in which its failure to qualify would have a material adverse effect upon transactions contemplated by the Basic Documents and its business or the ownership of its property.

     (ii)      Each of the Basic Documents to which College Loan, the Servicing Administrator or the Administrator is a party is the legal, valid and binding obligation of College Loan, the Servicing Administrator and the Administrator, as applicable, enforceable against College Loan, the Servicing Administrator and the Administrator in accordance with its terms.

     (iii)      Neither the execution, delivery and performance by College Loan, the Servicing Administrator or the Administrator, respectively, of the Basic Documents to which it is a party, nor the consummation by College Loan, the Servicing Administrator or the Administrator, as applicable, of the transactions contemplated thereby, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of College Loan, the Servicing Administrator or the Administrator, as applicable, pursuant to the terms of the formation documents of College Loan, the Servicing Administrator or the Administrator, as applicable, or any statute, rule, regulation or order of any governmental agency or body, or any court having jurisdiction over College Loan, the Servicing Administrator or the Administrator, as applicable, or its properties, or any agreement or instrument known to such counsel after due investigation to which College Loan, the Servicing Administrator or the Administrator, as applicable, is a party or by which College Loan, the Servicing Administrator or the Administrator, as applicable, or any of its properties is bound.

     (iv)      No authorization, license, approval, consent or order of, or filing with, any court or governmental agency or authority is necessary in connection with the execution, delivery and performance by College Loan, the Servicing Administrator or the Administrator, respectively, of the Basic Documents to which it is a party, except for those which have been obtained and except for those that may be required under state securities or Blue Sky laws.

     (v)      There are no legal or governmental proceedings known to such counsel to be pending to which College Loan, the Servicing Administrator or the Administrator is a party or of which any property of College Loan, the Servicing Administrator or the Administrator is the subject, nor are any such proceedings known to such counsel to be threatened or contemplated by governmental authorities or threatened by others (i) asserting the invalidity of all or any part of the Basic Documents to which College Loan, the Servicing Administrator or the Administrator is a party, or (ii) that could materially adversely affect the ability of College Loan, the Servicing Administrator or the Administrator to perform its obligations under Basic Documents to which it is a party.

     (vi)      The information contained in the Prospectus with respect to College Loan, the Servicing Administrator and the Administrator and their 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.

           Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America (excluding federal securities and tax laws) and the laws of the State of California.

     (f)      The Underwriters shall have received an opinion of Stroock & Stroock & Lavan LLP, special counsel to the Sponsor and the Seller, dated the Closing Date and satisfactory in form and substance to the Underwriters, to the effect that:

     (i)      The Sponsor has been duly formed and is validly existing as a limited liability company in good standing under the laws of its jurisdiction of organization, with full power and authority to own its properties, conduct its business and consummate the transactions contemplated by the Basic Documents to which it is a party.

     (ii)      Each of the Basic Documents to which the Sponsor is a party is the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms.

     (iii)      Each of the Basic Documents to which the Sellers are a party are the legal, valid and binding obligations of the Sellers enforceable against the Sellers in accordance with its terms.

     (iv)      When the Notes have been duly executed, authenticated and delivered in accordance with the Indenture and paid for pursuant to this Agreement, the Notes will be validly issued and outstanding, entitled to the benefits of the Indenture and enforceable in accordance with their terms.

     (v)      The Registration Statement is effective under the Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereto has been issued under the Act and no proceeding for that purpose has been instituted or threatened by the Commission.

     (vi)      The Sponsor is not, and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement become, required to be registered as an "investment company" as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act").

     (vii)      The Trust is not, and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement become, required to be registered under the Investment Company Act.

     (viii)      The Indenture has been duly qualified under the Trust Indenture Act.

     (ix)      The statements in the Prospectus Supplement under the headings "SUMMARY OF TERMS--Federal Income Tax Consequences," "Certain Federal Income Tax Considerations," "Summary of Terms--ERISA considerations," and "ERISA Considerations," and in the Base Prospectus under the headings "Federal Income Tax Consequences," "ERISA Considerations" and "Description of the Federal Family Education Loan Program," to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and accurately describe the matters discussed therein.

     (x)      The Notes will be properly characterized as debt for federal income tax purposes under federal income tax law and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation under federal income tax law.

     (xi)      The Registration Statement, as of its effective date, and the Prospectus as of the date of this Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act (except with respect to the financial statements, the exhibits, annexes and other financial, statistical, numerical or portfolio data, economic conditions or financial condition of the portfolio information included in or incorporated by reference into the Registration Statement relating to the Notes, the Prospectus or any amendment or supplement thereto).

     (xii)      No facts have come to such counsel's attention which cause them to believe that the Registration Statement, as of its effective date, and the Prospectus, as of the Closing Date, or any amendment or supplement thereto, as of its date when it became effective, 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 not misleading, or that the Prospectus on its date contained or on the Closing Date 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; provided that such counsel need not express any view with respect to (A) the financial, statistical or computational material included in or incorporated by reference into the Registration Statement, the Prospectus or any amendment or supplement thereto; or (B) statements in the Prospectus Supplement under the captions "The Student Loan Operations of College Loan Corporation Trust 2005-2--Description of the Servicers," "Information Relating to the Guarantee Agencies--American Student Assistance" or "--California Student Aid Commission."

           Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of New York and the State of Delaware. In rendering such opinion, such counsel may rely on the opinion of Richards, Layton & Finger for certain matters relating to the laws of the State of Delaware.

     (g)      The Underwriters shall have received the opinion or opinions of counsel to the Sponsor, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

     (i)      Neither the execution, delivery and performance by the Sponsor of the Basic Documents to which it is a party, nor the consummation by the Sponsor of the transactions contemplated thereby, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Sponsor, pursuant to the terms of the limited liability company agreement of, or any statute, rule, regulation or order of any governmental agency or body, or any court known to such counsel to be applicable to the Sponsor or its properties, or any agreement or instrument known to such counsel to which the Sponsor is a party or by which any of its properties are bound.

     (ii)      No authorization, license, approval, consent or order of, or filing with, any court or governmental agency or authority, which has not been obtained or accomplished by the Sponsor, is necessary to be obtained or accomplished by the Sponsor in connection with the execution, delivery and performance of this Agreement and each of the other Basic Documents to which it is a party, except for those that may be required under state securities or Blue Sky laws.

     (iii)      There are no legal or governmental proceedings known to such counsel to be pending to which the Sponsor is a party or of which any property of the Sponsor is the subject, nor are any such proceedings known to such counsel to be threatened or contemplated by governmental authorities or threatened by others (i) asserting the invalidity of all or any part of the Basic Documents or (ii) that could materially adversely affect the ability of the Sponsor to perform its obligations under the Basic Agreements to which it is a party.

           Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America (excluding federal securities and tax laws and the laws of the State of Delaware).

     (h)      The Underwriters shall have received an opinion of Richards, Layton & Finger, dated the Closing Date, satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that the Indenture Trustee has a valid and perfected, first priority security interest in the Financed Eligible Loans under the Indenture.

     (i)      The Underwriters shall have received an opinion of Richards, Layton & Finger, special counsel to the Sellers (other than College Loan, and referred to as the "Delaware Sellers"), dated the Closing Date, satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

     (i)      The Delaware Sellers have been duly formed and are validly existing in good standing as a limited liability companies under the laws of the State of Delaware.

     (ii)      Under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the "LLC Act"), and each Delaware Seller's limited liability company agreement, each Delaware Seller has all necessary limited liability company power and authority to execute and deliver the Basic Documents to which it is a party and to perform its obligations thereunder.

     (iii)      Under the LLC Act and each Delaware Seller's limited liability company agreement, the execution and delivery by the Delaware Sellers of the Basic Documents to which they are a party, and the performance by the Delaware Sellers of their obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of each Delaware Seller's.

     (iv)      The execution and delivery by the Delaware Sellers of the Basic Documents to which they are a party, and the performance by the Delaware Sellers of their obligations thereunder, do not violate (A) any Delaware law, rule or regulation, or (B) each Delaware Seller's limited liability company certificate or limited liability company agreement.

     (v)      No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required solely in connection with the execution and delivery by the Delaware Sellers of the Basic Documents to which they are a party or the performance by the Delaware Sellers of their obligations thereunder.

     (vi)      The security interest granted by the Delaware Sellers to the Sponsor in the Financed Student Loans is perfected under Delaware Law.

     (j)      The Underwriters shall have received opinions of Stroock & Stroock & Lavan LLP, in its capacity as counsel to the Sponsor, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, with respect to the creation of a "true sale" with respect to the transfer of the Financed Student Loans from the Sellers to the Sponsor and nonconsolidation of the Sellers and the Sponsor. Such opinions shall be limited to the laws of the State of New York and United States federal law.

     (k)      The Underwriters shall have received an opinion of Stroock & Stroock & Lavan LLP, in its capacity as counsel to the Sponsor, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, with respect to the creation of a "true sale" or perfected security interest with respect to the transfer of the Financed Student Loans from the Sponsor to the Trust and nonconsolidation of the Sponsor and the Trust. Such opinion shall be limited to the laws of the States of New York and United States federal law.

     (l)      The Underwriters shall have received opinions of counsel to the Indenture Trustee and the Eligible Lender Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

     (i)      Each of the Indenture Trustee and the Eligible Lender Trustee has been duly organized as a national banking association or a New York banking corporation, as applicable, and is validly existing and in good standing under the laws of the State of New York or the United States, as applicable.

     (ii)      Each of the Indenture Trustee and the Eligible Lender Trustee has the requisite power and authority to execute, deliver and perform its obligations under the Indenture and each other Basic Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of the Indenture and each such Basic Document.

     (iii)      The Eligible Lender Trustee has the full corporate trust power to accept the office of eligible lender trustee under the Sponsor Student Loan Purchase Agreement and the Indenture.

     (iv)      Each of the Indenture and each other Basic Document to which it is a party has been duly executed and delivered by the Indenture Trustee and the Eligible Lender Trustee, as applicable, and constitutes a legal, valid and binding obligation of the Indenture Trustee and the Eligible Lender Trustee, enforceable against the Indenture Trustee and the Eligible Lender Trustee in accordance with its respective terms.

     (v)      The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture.

     (vi)      The execution and delivery by the Indenture Trustee and the Eligible Lender Trustee of the Indenture and each other Basic Document to which it is a party do not require any consent, approval or authorization of, or any registration or filing with, any applicable governmental authority.

     (vii)      None of (A) the consummation by the Indenture Trustee or the Eligible Lender Trustee of the transactions contemplated in the Basic Documents or (B) the fulfillment of the terms thereof by the Indenture Trustee, the Eligible Lender Trustee or the Trust, as the case may be, will conflict with, result in a breach or violation of, or constitute a default under any law or the Articles of Association, Bylaws or other organizational documents of the Indenture Trustee or the Eligible Lender Trustee or the terms of any indenture or other agreement or instrument known to such counsel after due investigation and to which the Indenture Trustee or the Eligible Lender Trustee or any of its subsidiaries is a party or by which it or any of them is bound or any judgment, order or decree known to such counsel to be applicable to the Indenture Trustee or the Eligible Lender Trustee or any of its subsidiaries, of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Indenture Trustee or the Eligible Lender Trustee or any of its subsidiaries.

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

           Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.

     (m)      The Underwriters shall have received an opinion of counsel to the Delaware Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and its counsel, to the effect that:

     (i)      The Delaware Trustee is duly incorporated and is validly existing and in good standing as a banking corporation under the laws of the State of Delaware and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement.

     (ii)      The Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee.

     (iii)      Neither the execution, delivery and performance by the Delaware Trustee of the Trust Agreement, nor the consummation of any of the transactions by the Delaware Trustee contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States of America governing the trust powers of the Delaware Trustee.

     (iv)      Neither the execution, delivery and performance by the Delaware Trustee of the Trust Agreement, nor the consummation of any of the transactions by the Delaware Trustee contemplated thereby, is in violation of the charter or bylaws of the Delaware Trustee or of the laws of the State of Delaware or of the federal laws of the United States of America governing the trust powers of the Delaware Trustee or, to our knowledge, without independent investigation, of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which it is bound or, to our knowledge, without independent investigation, of any judgment or order applicable to the Delaware Trustee.

           Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the laws of the State of Delaware.

     (n)      The Underwriters shall have received copies of each opinion of counsel delivered to the Rating Agencies, together with a letter addressed to the Underwriters, dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date.

     (o)      The Underwriters shall have received an opinion of Richards, Layton & Finger, special Delaware counsel for the Trust, dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, to the effect that:

     (i)      The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801, et seq. (the "Trust Act"), and has the power and authority under the Trust Agreement and the Trust Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party.

     (ii)      Each of the Basic Documents to which the Trust is a party has been duly authorized, executed and delivered by the Trust.

     (iii)      The Trust Agreement is the legal, valid and binding obligation of Delaware Trustee and the Sponsor, enforceable against the Delaware Trustee and the Sponsor in accordance with its terms.

     (iv)      Neither the execution, delivery and performance by the Trust of the Basic Documents to which it is a party, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust and UCC financing statements with the Secretary of State.

     (v)      Neither the execution, delivery and performance by the Trust of the Basic Documents to which it is a party, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

     (vi)      Under §.3805(b) of the Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

     (vii)      Under the Trust Act, the Trust is a separate legal entity and, assuming that the Sponsor Student Loan Purchase Agreement conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the Certificateholders will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sponsor Student Loan Purchase Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

     (viii)      Under §3805(c) of the Trust Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Sponsor in its capacity as such) has no interest in specific Trust property.

     (ix)      Under §3808(a) and (b) of the Trust Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

     (p)      The Underwriters shall have received a certificate from each of the Servicers, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect 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 and the ACS Custodian Agreement or the Great Lakes Custodian Agreement, as the case may be, are true and correct in all material aspects, 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 and that the information therein regarding the applicable Servicer is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of the applicable Servicer, has occurred:

     (q)      The Underwriters shall have received an opinion of counsel to each Investment Agreement Provider, dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel.

     (r)      The Underwriters shall have received a certificate dated the Closing Date of the Sponsor, executed by an officer of the Sponsor reasonably acceptable to the Underwriters, in which such official shall state that (i) the representations and warranties of the Sponsor contained in this Agreement and the other Basic Documents to which it is a party are true and correct in all material respects, (ii) that the Sponsor 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, (iii) they have reviewed the Prospectus and the information therein regarding the Sponsor and the Basic Documents to which it is a party is fair and accurate in all material respects, and (iv) except as may be disclosed in the Prospectus or in such certificate, no material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Sponsor has occurred.

     (s)      The Underwriters shall have received a certificate dated the Closing Date of College Loan, in that capacity and as a Seller, Administrator and Servicing Administrator, executed by an officer of College Loan reasonably acceptable to the Underwriters, in which such official shall state that (i) the representations and warranties of College Loan contained in this Agreement and the Basic Documents to which it is a party are true and correct in all material respects, (ii) that College Loan has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date, (iii) they have reviewed the Prospectus and that the information therein regarding College Loan, the Administrator and the Servicing Administrator and the Basic Documents to which they are parties is fair and accurate in all material respects, and (iv) except as may be disclosed in the Prospectus or in such certificate, no material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or properties of College Loan in that capacity and as a Seller, Administrator and Servicing Administrator, has occurred.

     (t)      The Underwriters shall have received a certificate dated the Closing Date of Trust, executed by an officer of the Trust in which such official shall state that (i) the representations and warranties of the Trust contained in the Basic Documents to which it is a party are true and correct in all material respects, (ii) that the Trust 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 and (iii) except as may be disclosed in the Prospectus or in such certificate, no material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Trust has occurred.

     (u)      The Underwriters shall have received an opinion of Kutak Rock LLP, counsel to the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters.

     (v)      The Underwriters shall have received evidence satisfactory to it and counsel for the Underwriters that, on or before the Closing Date, the Sponsor Financing Statements, the Seller Financing Statements and the Trust Financing Statements shall have been submitted for filing in the appropriate filing offices.

     (w)      The Underwriters shall have received written evidence satisfactory to them that the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall each be rated "Aaa" by Moody's, "AAA" by Fitch and "AAA" by S&P, and the Class B Notes shall be rated at least "A3" by Moody's, at least "A+" by Fitch and at least "A" by S&P, and none of such rating agencies shall have placed the Notes under surveillance or review with possible negative implications.

     (x)      The Underwriters shall have received certificates dated the Closing Date from ASA and CSAC, satisfactory to the Underwriters and counsel for the Underwriters, certifying as to certain information with respect to each such guarantee agency contained in the Prospectus.

     (y)      The Underwriters shall have received opinions of counsel to the Interest Rate Cap Agreement Counterparty and the LIBOR Derivative Product Agreement Counterparty, dated the Closing Date, in form and satisfactory to the Underwriters and their counsel.

     (z)      The Underwriters shall have received such other opinions, certificates and documents as are required under the Indenture as a condition to the issuance of the Notes.

          The Sponsor will provide or cause to be provided to the Underwriters such conformed copies of such of the foregoing opinions, certificates, letters and documents as the Underwriters shall reasonably request.

           7.      Indemnification and Contribution.

     (a)      The Sponsor and College Loan, jointly and severally, agree to indemnify and hold harmless the Underwriters and each person, if any, who controls the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective affiliates, officers, directors and employees of the Underwriters and each such person, against any losses, claims, damages or liabilities, joint or several, to which the Underwriters or such controlling person and the respective affiliates, officers, directors and employees of the Underwriters and each such person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, any Computational Materials (as defined in Section 9 hereof), or arising out of or based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Underwriters furnished to the Sponsor in writing by the Underwriters expressly for use therein or except with respect to any errors made by the Underwriters in calculations performed by them and contained in the Computational Materials; provided, however, that the indemnification contained in this paragraph 7(a) with respect to any Preliminary Prospectus shall not inure to the benefit of an Underwriter (or to the benefit of any person controlling an Underwriter) on account of any such loss, claim, damage or liability arising from the sale of the of Notes by an Underwriter to any person if the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus and such Underwriter sold Notes to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if College Loan or the Sponsor has previously furnished sufficient copies thereof to such Underwriter at a time reasonably prior to the date such Notes are sold to such person.

     (b)      Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Sponsor and College Loan and their directors, officers and each Person, if any, who controls the Sponsor or College Loan within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Sponsor to the Underwriters set forth in paragraph 7(a) above, but only with reference to information relating to such Underwriter furnished to the Sponsor in writing by such Underwriter expressly for use in any Preliminary Prospectus or the Prospectus or any amendments or supplements thereto or with respect to any errors made by the Underwriters in calculations performed by them and contained in the Computational Materials. The written information furnished by the Underwriters to the Sponsor consists solely of the information set forth in the second, fifth and eighth paragraphs under the heading "Plan of Distribution" in the Prospectus Supplement (the "Underwriters' Information").

     (c)      In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) above, such Person (the "Indemnified Party") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Party") in writing; provided, however, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have under Section 7(a) or 7(b) above except to the extent that it has been materially prejudiced by such failure and, 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 Party otherwise than under this Section 7(a) or 7(b) above. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, an Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (iii) the Indemnifying Party fails to retain counsel as provided in the preceding sentence. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriters, in the case of parties indemnified pursuant to Section 7(a) above, and by the Sponsor or College Loan, in the case of parties indemnified pursuant to Section 7(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party, and (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

     (d)      To the extent the indemnification provided for in Section 7(a) or 7(b) above is unavailable to an Indemnified Party or is insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and College Loan on the one hand and an Underwriter on the other hand from the offering of the Notes or (ii) if the allocation provided by clause 7(d)(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 7(d)(i) above but also the relative fault of the Sponsor or College Loan on the one hand and of an Underwriter on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Sponsor and College Loan on the one hand and an Underwriter on the other hand in connection with the offering of the Notes shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Sponsor and the total discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus, bear to the aggregate offering price of the Notes. The relative fault of the Sponsor and College Loan on the one hand and of an Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sponsor, College Loan or by an Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e)      The Sponsor, College Loan and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) above. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) 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 or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount of its underwriting compensation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

           8.      Default of Underwriter. If, at the Closing, any one or more of the Underwriters shall fail or refuse to purchase Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the aggregate principal amount of Notes to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Underwriters for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters), but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Notes set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Underwriters may specify, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, at the Closing, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than ten percent of the aggregate principal amount of Notes to be purchased, and arrangements satisfactory to the Underwriters and the Sponsor for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Sponsor, except as provided in Section 10. In any such case, either the Underwriters or the Sponsor shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 8. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

           9.      Computational Materials.

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

     (i)      The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Kidder/PSA Letters").

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

     (iii)      Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Kidder/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement.

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

     (v)      In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein.

     (b)      The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Kidder/PSA Letters.

           10.      Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Sponsor and College Loan and their respective officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Sponsor or College Loan 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 Sponsor, College Loan or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Sponsor shall remain responsible for the expenses to be paid or reimbursed by the Sponsor pursuant to Section 5(k) hereof and the respective obligations of the Sponsor, College Loan and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (iii), (iv) and (v) of Section 6(c) or a default by the Underwriters pursuant to Section 8), the Sponsor will reimburse the Underwriters for all out-of-pocket expenses reasonably incurred by it in connection with the offering of the Notes.

           11.      Notices. Any written request, demand, authorization, direction, notice, consent or waiver shall be personally delivered or mailed certified mail, return receipt requested (or in the form of telex or facsimile notice, followed by written notice as aforesaid) and shall be deemed to have been duly given upon receipt, if sent to the Underwriters, when delivered to the Underwriters at Citigroup Global Markets Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Mark Weadick (Fax (212) 212-816-0913), Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Jeffrey Jackson (Fax (212) 902-3000), UBS Securities LLC, 1285 Avenue of the Americas, 15th Floor, New York, New York 10019, Attention: Paul Wozniak (Fax (212) 713-1020) and J.P. Morgan Securities Inc., 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: Anthony Hermann (Fax (212) 834-6564), and if sent to the Sponsor when delivered to: 16855 West Bernardo Drive, Suite 100, San Diego, California 92127, Attention: John Falb (Fax (858) 716-1545).

           12.      Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligations hereunder.

           13.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

           14.      Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof. The Sponsor and College Loan hereby submit 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.

          If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement among the Sponsor and the Underwriters in accordance with its terms.

Very truly yours,


COLLEGE LOAN LLC

By College Loan Corporation as sole economic
   member



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


COLLEGE LOAN CORPORATION



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

The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first written above.

GOLDMAN, SACHS & CO.


By   /s/ Goldman, Sachs & Co.                                      
          (Goldman, Sachs & Co.)



CITIGROUP GLOBAL MARKETS INC.


By   /s/ Mark J. Weadick                                            
Name  Mark J. Weadick                                            
Title  Managing Director                                          

UBS SECURITIES LLC



By   /s/ Hugh T. Corcoran                                              
Name  Hugh T. Corcoran                                              
Title  Managing Director                                            



By   /s/ Jack McCleary                                                 
Name  Jack McCleary                                                 
Title  Executive Direcctor                                             J.P. MORGAN SECURITIES INC.



By   /s/ R. Eric Wiedelman                                            
Name  R. Eric Wiedelman                                            
Title  Vice President                                                     

SCHEDULE I

OFFICES

For College Loan:

For Warehouse:

For Gold Funding LLC

For Royal Funding LLC

For the Sponsor:

For the Trust: California Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

SCHEDULE II

                                        Initial            Initial            Initial           Initial          Initial
                                       Principal          Principal          Principal         Principal        Principal
                                       Balance of        Balance of         Balance of         Balance of       Balance of
      Underwriter                    Class A-1 Notes    Class A-2 Notes    Class A-3 Notes   Class A-4 Notes   Class B Notes

Goldman, Sachs & Co.                 $136,400,000      $144,400,000        $60,100,000       $109,000,000       $16,800,000
Citigroup Global Markets Inc.         136,400,000       144,400,000         60,100,000        109,000,000        16,800,000
UBS Securities LLC                            -0-       163,200,000         67,900,000        123,200,000        19,000,000
J.P. Morgan Securities Inc             27,200,000        29,000,000         11,900,000         21,800,000         3,400,000

SCHEDULE III

     Security        Original Principal Balance Price %

Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Total $300,000,000
481,000,000
200,000,000
363,000,000
56,000,000
$1,400,000.00 99.80%
99.76  
99.74  
99.70  
99.61  

Total Purchase Price $1,396,418,200

SCHEDULE IV           

   Security

Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes Maturity Date

1-15-2015
10-15-2021
4-15-2025
1-15-2037
1-15-2037      Interest Rate

3-Month LIBOR plus 0.01%
3-Month LIBOR plus 0.11%
3-Month LIBOR plus 0.13%
3-Month LIBOR plus 0.18%
3-Month LIBOR plus 0.49%

EX-4

INDENTURE OF TRUST



by and among

COLLEGE LOAN CORPORATION TRUST 2005-2,
as Issuer


DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Eligible Lender Trustee

and

JPMORGAN CHASE BANK, N.A.,
as Trustee


Dated as of October 1, 2005

COLLEGE LOAN CORPORATION TRUST 2005-2

           Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and Indenture of Trust, dated as of October 1, 2005.

           Trust Indenture Act Section Indenture Section

Section 310(a)(1)
310(a)(2)
310(b)
Section 311(a)
311(b)
Section 312(b)
312(c)
Section 313(a)
313(b)
313(c)
Section 314(a)(1)
314(a)(2)
314(a)(3)
314(a)(4)
314(c)
314(d)(1)
Section 315(b)
Section 317(a)(1)
317(a)(2)
Section 318(a)
318(c)           7.23
          7.23
          7.23, 7.09
          7.08
          7.08
          9.17
          9.17
          4.15
          4.15
          4.15, 8.04
          4.16
          4.16
          4.16
          4.16
          2.02, 5.06
          5.06
          8.04
          4.17
          7.24
          9.09
          9.09

__________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this 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

           (This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the purpose or intent of any provisions of this Indenture of Trust.)

Page

ARTICLE I

DEFINITIONS AND USE OF PHRASES


ARTICLE II

NOTE DETAILS AND FORM OF NOTES

Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
Section 2.08
Section 2.09
Section 2.10 Note Details
Execution, Authentication and Delivery of Notes
Registration, Transfer and Exchange of Notes; Persons Treated as Registered Owners
Lost, Stolen, Destroyed and Mutilated Notes
Trustee's Authentication Certificate
Cancellation and Destruction of Notes by the Trustee
Temporary Notes
Issuance of Notes
Definitive Notes
Payment of Principal and Interest 25
25
25
26
27
27
27
27
27
28

ARTICLE III

PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS;AND DERIVATIVE PRODUCT AGREEMENTs

Section 3.01
Section 3.02
Section 3.03 Parity and Priority of Lien
Other Obligations
Derivative Product Agreements; Counterparty Payments; Issuer Derivative Payments 29
29
29

ARTICLE IV

PROVISIONS APPLICABLE TO THE NOTES;DUTIES OF THE ISSUER

Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Section 4.13
Section 4.14
Section 4.15
Section 4.16
Section 4.17
Section 4.18
Section 4.19 Payment of Principal and Interest
Covenants as to Additional Conveyances
Further Covenants of the Issuer
Enforcement of Servicing Agreements
Procedures for Transfer of Funds
Additional Covenants with Respect to the Act
Financed Eligible Loans; Collections Thereof; Assignment Thereof
Appointment of Agents, Direction to Trustee, Etc.
Capacity to Sue
Continued Existence; Successor to Issuer
Amendment of Student Loan Purchase Agreements
Representations; Negative Covenants
Additional Covenants
Providing of Notice
Certain Reports
Statement as to Compliance
Representations of the Issuer Regarding the Trustee's Security Interest
Further Covenants of the Issuer Regarding the Trustee's Security Interest
Opinions as to Trust Estate 30
30
30
31
32
32
34
34
35
35
35
35
41
42
42
43
44
44
45

ARTICLE V

FUNDS

Section 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Section 5.06
Section 5.07 Creation and Continuation of Funds and Accounts
Acquisition Fund
Collection Fund
Reserve Fund
Capitalized Interest Account
Investment of Funds Held by Trustee
Release 45
46
47
50
51
52
55

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01
Section 6.02
Section 6.03
Section 6.04
Section 6.05
Section 6.06
Section 6.07
Section 6.08
Section 6.09
Section 6.10
Section 6.11
Section 6.12
Section 6.13
Section 6.14
Section 6.15 Events of Default Defined
Remedy on Default; Possession of Trust Estate
Remedies on Default; Advice of Counsel
Remedies on Default; Sale of Trust Estate
Appointment of Receiver
Restoration of Position
Purchase of Properties by Trustee or Registered Owners or Counterparties
Application of Sale Proceeds
Acceleration of Maturity; Rescission and Annulment
Remedies Not Exclusive
Collection of Indebtedness and Suits for Enforcement by Trustee
Direction of Trustee
Right to Enforce in Trustee
Physical Possession of Obligations Not Required
Waivers of Events of Default 56
57
58
59
59
59
60
60
60
61
61
62
62
63
63

ARTICLE VII

THE TRUSTEE

Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Section 7.06
Section 7.07
Section 7.08
Section 7.09
Section 7.10
Section 7.11
Section 7.12
Section 7.13
Section 7.14
Section 7.15
Section 7.16
Section 7.17
Section 7.18
Section 7.19
Section 7.20
Section 7.21
Section 7.22
Section 7.23
Section 7.24
Section 7.25 Acceptance of Trust
Recitals of Others
As to Filing of Indenture
Trustee May Act Through Agents
Indemnification of Trustee
Trustee's Right to Reliance
Compensation of Trustee
Trustee May Own Notes
Resignation of Trustee
Removal of Trustee
Successor Trustee
Manner of Vesting Title in Trustee
Additional Covenants by the Trustee to Conform to the Act
Right of Inspection
Limitation with Respect to Examination of Reports
Servicing Administration Agreement
Additional Covenants of Trustee
Duty of Trustee with Respect to Rating Agencies
Merger of the Trustee, Etc.
Receipt of Funds from Servicer
Special Circumstances Leading to Resignation of Trustee
Survival of Trustee's Rights to Receive Compensation, Reimbursement and Indemnification
Corporate Trustee Required; Eligibility; Conflicting Interests
Trustee May File Proofs of Claim
Determination of LIBOR 63
64
64
65
65
66
67
68
68
68
69
69
70
70
70
70
70
71
71
71
72
72
72
72
73

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.01
Section 8.02
Section 8.03
Section 8.04
Section 8.05 Supplemental Indentures Not Requiring Consent of Registered Owners or Counterparties
Supplemental Indentures Requiring Consent of Registered Owners and Counterparties
Additional Limitation on Modification of Indenture
Notice of Defaults
Conformity with the Trust Indenture Act 73
74
75
76
76

ARTICLE IX

GENERAL PROVISIONS

Section 9.01
Section 9.02
Section 9.03
Section 9.04
Section 9.05
Section 9.06
Section 9.07
Section 9.08
Section 9.09
Section 9.10
Section 9.11
Section 9.12
Section 9.13
Section 9.14
Section 9.15
Section 9.16
Section 9.17
Section 9.18
Section 9.19 Notices
Covenants Bind Issuer
Lien Created
Severability of Lien
Consent of Registered Owners and Counterparties Binds Successors
Nonliability of Persons; No General Obligation
Nonpresentment of Notes or Interest Checks
Security Agreement
Laws Governing
Severability
Exhibits
Non-Business Days
Parties Interested Herein
Obligations Are Limited Obligations
Counterparty Rights
Disclosure of Names and Addresses of Registered Owners
Aggregate Principal Amount of Obligations
Financed Eligible Loans
Concerning the Delaware Trustee 76
77
78
78
78
78
78
79
79
79
79
79
79
79
79
79
80
80
80

ARTICLE X

PAYMENT AND CANCELLATION OF NOTESAND SATISFACTION OF INDENTURE

Section 10.01
Section 10.02
Section 10.03
Section 10.04 Trust Irrevocable
Satisfaction of Indenture
Optional Purchase of All Financed Eligible Loans
Auction of Financed Eligible Loans 80
80
82
83

EXHIBIT A
EXHIBIT B-1
EXHIBIT B-2
EXHIBIT B-3
EXHIBIT B-4
EXHIBIT B-5
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F ELIGIBLE LOAN ACQUISITION CERTIFICATE
FORM OF CLASS A-1 NOTE
FORM OF CLASS A-2 NOTE
FORM OF CLASS A-3 NOTE
FORM OF CLASS A-4 NOTE
FORM OF CLASS B NOTE
FORM OF ISSUER ADMINISTRATOR'S MONTHLY PAYMENT DATE CERTIFICATE
FORM OF ISSUER ADMINISTRATOR'S DISTRIBUTION DATE CERTIFICATE
FORM OF ISSUER'S REPORT
BORROWER INCENTIVES AND OTHER SPECIAL PROGRAMS

INDENTURE OF TRUST

          THIS INDENTURE OF TRUST, dated as of October 1, 2005 (this "Indenture"), is by and among College Loan Corporation Trust 2005-2 (the "Issuer"), a statutory trust duly organized and existing under the laws of the State of Delaware (the "State"), JPMorgan Chase Bank, N.A., a national banking association duly organized and operating under the laws of the United States (together with its successors, the "Trustee"), as indenture trustee hereunder and Deutsche Bank Trust Company Americas, as eligible lender trustee (together with its successors, the "Eligible Lender Trustee") under the Issuer Eligible Lender Trust Agreement (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof);

W I T N E S S E T H :

           WHEREAS, the Issuer is duly created as a statutory trust under the laws of the State and by proper action has duly authorized the execution and delivery of this Indenture, which Indenture provides for the issuance of student loan asset-backed notes (the "Notes") to finance the acquisition of certain student loans from the Sponsor and the payment to Holders of the Notes and to any Counterparty; and

           WHEREAS, pursuant to the Issuer Eligible Lender Trust Agreement, the Eligible Lender Trustee will hold legal title to such student loans acquired by the Issuer; 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 Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and

           WHEREAS, it is hereby agreed among the parties hereto, the Registered Owners of the Notes (the Registered Owners evidencing their consent by their acceptance of the Notes) and any Counterparty (the Counterparty evidencing its consent by its execution and delivery of a Derivative Product Agreement (as defined herein)) that in the performance of any of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be general debt on its part, but shall be secured by and payable solely from the Trust Estate, payable in such order of preference and priority as provided herein;

           NOW, THEREFORE, the Issuer and the Eligible Lender Trustee, in consideration of the premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Notes by the Registered Owners thereof, of the execution and delivery of any Derivative Product Agreement by a Counterparty and the Issuer and the acknowledgement thereof by the Trustee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Trustee, for the benefit of the Registered Owners of the Notes and any Counterparty (to secure the payment of any and all amounts which may from time to time become due and owing to a Counterparty pursuant to any Derivative Product Agreement), all of the moneys, rights and properties described in the granting clauses A through F below (the "Trust Estate"), as follows:

GRANTING CLAUSE A

          The Available Funds and Accounts (other than moneys released from the lien of the Trust Estate as provided herein);

GRANTING CLAUSE B

          All Funds and Accounts created under Section 5.01 hereof, and all moneys and investments held therein, including all proceeds thereof and all income thereon;

GRANTING CLAUSE C

          The Financed Eligible Loans and all obligations of the obligors thereunder including all moneys accrued and paid thereunder on or after the Cutoff Date;

GRANTING CLAUSE D

          The rights of the Issuer and/or the Eligible Lender Trustee in and to the Eligible Lender Trust Agreements, any Servicing Agreement, the Student Loan Purchase Agreements, the Administration Agreement, the Custodian Agreements and the Guarantee Agreements as the same relate to Financed Eligible Loans;

GRANTING CLAUSE E

          The rights of the Issuer in and to any Derivative Product Agreements; provided, however, that this Granting Clause E shall not be for the benefit of a Counterparty with respect to its Derivative Product Agreements; and

GRANTING CLAUSE F

          Any and all other property, rights and interests of every kind or description that from time to time hereafter is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security hereunder.

          TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, unto the Trustee and its successors or assigns;

          IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit and security of all present and future Registered Owners of the Notes, without preference of any Note over any other, except as provided herein, and for enforcement of the payment of the Notes in accordance with their terms, and all other sums payable hereunder (including payments due and payable to any Counterparty) or on the Notes, and for the performance of and compliance with the obligations, covenants and conditions of this Indenture, as if all the Notes and other Obligations (as defined herein) at any time Outstanding had been executed and delivered simultaneously with the execution and delivery of this Indenture;

           PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Notes and the interest 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 all required payments into the Funds as required under Article V hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay or to provide for payment of the entire amount due and to become so due as herein provided (including payments due and payable to any Counterparty), then this Indenture (other than Sections 4.13, 4.14 (for a period of 90 days) and 7.05 hereof) 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 as follows:

ARTICLE I

DEFINITIONS AND USE OF PHRASES

           Capitalized terms used herein and not otherwise defined shall have the meanings set forth below or in Annex 1 hereto, unless the context clearly requires otherwise.

           "Account" shall mean any of the accounts created and established by this Indenture.

          "Acquisition Fund" shall mean the Fund by that name created in Section 5.01(a) hereof and further described in Section 5.02 hereof, including any Accounts and Subaccounts created therein.

           "Act" shall mean the Higher Education Act of 1965, as amended or supplemented from time to time, or any successor federal act and all regulations, directives, bulletins and guidelines promulgated from time to time thereunder.

           "Add-on Consolidation Loan" shall mean, with respect to a consolidation loan owned by the Issuer and Financed under this Indenture, the increased balance of such consolidation loan arising out of amounts required to be paid to an Eligible Lender at the request of the related borrower pursuant to the terms of the Act.

          "Adjusted Pool Balance" shall mean, for any Quarterly Distribution Date as determined by the Issuer Administrator, (a) if the Pool Balance as of the last day of the immediately preceding Collection Period is greater than 40% of the Initial Pool Balance, the sum of (i) the Pool Balance as of the last day of the immediately preceding Collection Period, (ii) the Reserve Fund Requirement for such Quarterly Distribution Date and (iii) the amount on deposit in the Capitalized Interest Account as of the last day of the immediately preceding Collection Period; or (b) if the Pool Balance as of the last day of the immediately preceding Collection Period is equal to or less than 40% of the Initial Pool Balance, that Pool Balance.

          "Administration Agreement" shall mean the Administration Agreement dated as of October 1, 2005, among the Issuer, the Issuer Administrator, the Trustee, the Eligible Lender Trustee to the Issuer Administrator and the Delaware Trustee as such agreement may be amended or supplemented from time to time.

          "Administration Fee" shall mean a fee, payable to the Issuer Administrator, equal to, for each Monthly Payment Date, 1/12 of 0.05% of the Pool Balance as of the last day of the immediately preceding Collection Period, or such greater or lesser amount as may be provided by Issuer Order (provided that the Rating Agency Confirmation has been met with respect to such Issuer Order).

           "Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

          "Authorized Representative" shall mean, when used with reference to the Issuer, any Person duly authorized by the Trust Agreement to act on the Issuer's behalf and shall specifically include those individuals authorized to act for the Issuer Administrator as set forth in a list 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.

          "Available Funds" shall mean, with respect to a Distribution Date or any related Monthly Payment Date, the sum of the following amounts received to the extent not previously distributed: (a) all collections received by a Servicer on the Financed Eligible Loans (including payments from any Guaranty Agency received with respect to the Financed Eligible Loans but net of any payments made or required to be made by the Issuer pursuant to the Joint Sharing Agreement); (b) any Interest Benefit Payments and Special Allowance Payments received by the Trustee with respect to Financed Eligible Loans; (c) all Liquidation Proceeds from any Financed Eligible Loans which have become Liquidated Financed Eligible Loans in accordance with a Servicer's customary servicing procedures, and all other moneys collected with respect to any Liquidated Financed Eligible Loan which has been written off, net of the sum of any amounts expended by a Servicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan; (d) the aggregate Purchase Amounts received for Financed Eligible Loans sold by the Issuer; (e) the aggregate amounts, if any, received from the Seller or a Servicer, as the case may be, as reimbursement of non-guaranteed amounts, or lost Interest Benefit Payments and Special Allowance Payments, with respect to the Financed Eligible Loans pursuant to a Student Loan Purchase Agreement or a Servicing Agreement, respectively; (f) other amounts received by a Servicer pursuant to its role as Servicer under a Servicing Agreement and paid to the Issuer; (g) all interest earned or gain realized from the investment of amounts in any Fund or Account; (h) any payments received under a Derivative Product Agreement from a Counterparty in respect of such Distribution Date; and (i) any payments received by the Issuer and the Trustee under the Joint Sharing Agreement.

          "Basic Documents" shall mean the Trust Agreement, this Indenture, the Servicing Administration Agreement, the Administration Agreement, the Student Loan Purchase Agreements, the Custodian Agreements, the Guarantee Agreements, the Joint Sharing Agreement, the Verification Agent Agreement, the Derivative Product Agreements, the Eligible Lender Trust Agreements and other documents and certificates delivered in connection with any thereof.

          "Business Day" shall mean (a) for purposes of calculating LIBOR, any day on which the banks in New York, New York and London, England are open for the transaction of international business and (b) for all other purposes, any day other than a Saturday, Sunday, holiday or other day on which the New York Stock Exchange or banks located in New York, New York or the city in which the Principal Office of the Trustee is located, are authorized or permitted by law or executive order to close.

           "Capitalized Interest Account" shall mean the Account by that name created in Section 5.01(d) hereof and further described in Section 5.05 hereof.

           "Carryover Servicing Administration Fee" shall mean fees, if any, designated by the Issuer Administrator as "Carryover Servicing Administration Fees" in a written direction and as more fully defined in the Servicing Administration Agreement.

          "Certificate of Insurance" shall mean any Certificate evidencing that a Financed Eligible Loan is Insured pursuant to a Contract of Insurance.

          "Certificate of Trust" shall mean the certificate filed with the Secretary of State of Delaware establishing the Issuer as a statutory trust under Delaware law.

          "Class A Beneficiary" shall mean each Counterparty pursuant to its Derivative Product Agreement and each Registered Owner of Class A Notes.

          "Class A Notes" shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes secured on a senior priority to the Class B Obligations.

          "Class A Noteholders' Interest Distribution Amount" shall mean, for any Quarterly Distribution Date and a class of Class A Notes, the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Class A-3 Noteholders' Interest Distribution Amount or the Class A-4 Noteholders' Interest Distribution Amount, as applicable, in each case to the extent payable on such Quarterly Distribution Date.

          "Class A Obligations" shall mean Class A Notes and any Derivative Product Agreements, the priority of payment of which is equal with that of Class A Notes.

           "Class A Percentage" shall mean, for any Quarterly Distribution Date, 100% less the Class B Percentage.

          "Class A Principal Distribution Amount" shall mean, for any Quarterly Distribution Date, the product of the Principal Distribution Amount and the Class A Percentage.

           "Class A-1 Maturity Date" shall mean the January 15, 2015 Quarterly Distribution Date.

          "Class A-1 Note Interest Shortfall" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-1 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-1 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-1 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-1 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee.

          "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1 Note is registered in the Note registration books of the Trustee.

          "Class A-1 Noteholders' Interest Distribution Amount" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-1 Rate for the related Interest Accrual Period on the aggregate outstanding principal balances of the Class A-1 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-1 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

          "Class A-1 Notes" shall mean the $300,000,000 Class A-1 Student Loan Asset-Backed Notes, Series 2005-2, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B hereto.

          "Class A-1 Rate" shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 0.01%, as determined by the Trustee on each LIBOR Determination Date. For the first Interest Accrual Period, the Class A-1 Rate shall mean 4.16607%.

           "Class A-2 Maturity Date" shall mean the October 15, 2021 Quarterly Distribution Date.

          "Class A-2 Note Interest Shortfall" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-2 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-2 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-2 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-2 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee.

          "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2 Note is registered in the Note registration books of the Trustee.

          "Class A-2 Noteholders' Interest Distribution Amount" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-2 Rate for the related Interest Accrual Period on the aggregate outstanding principal balances of the Class A-2 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-2 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

          "Class A-2 Notes" shall mean the $481,000,000 Class A-2 Student Loan Asset-Backed Notes, Series 2005-2, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-2 hereto.

          "Class A-2 Rate" shall mean, for any Interest Accrual Period other than the first Interest Accrual Period the Three-Month LIBOR for such Interest Accrual Period plus 0.11%, as determined by the Trustee. For the first Interest Accrual Period, the Class A-2 Rate shall mean 4.26607%.

           "Class A-3 Maturity Date" shall mean the April 15, 2025 Quarterly Distribution Date.

          "Class A-3 Note Interest Shortfall" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-3 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-3 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-3 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-3 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee.

          "Class A-3 Noteholder" shall mean the Person in whose name a Class A-3 Note is registered in the Note registration books of the Trustee.

          "Class A-3 Noteholders' Interest Distribution Amount" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-3 Rate for the related Interest Accrual Period on the aggregate outstanding principal balances of the Class A-3 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-3 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

          "Class A-3 Notes" shall mean the $200,000,000 Class A-3 Student Loan Asset-Backed Notes, Series 2005-2, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-3 hereto.

          "Class A-3 Rate" shall mean, for any Interest Accrual Period other than the first Interest Accrual Period the Three-Month LIBOR for such Interest Accrual Period plus 0.13%, as determined by the Trustee. For the first Interest Accrual Period, the Class A-3 Rate shall mean 4.28607%.

           "Class A-4 Maturity Date" shall mean the January 15, 2037 Quarterly Distribution Date.

          "Class A-4 Note Interest Shortfall" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-4 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-4 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-4 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-4 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee.

          "Class A-4 Noteholder" shall mean the Person in whose name a Class A-4 Note is registered in the Note registration books of the Trustee.

          "Class A-4 Noteholders' Interest Distribution Amount" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-4 Rate for the related Interest Accrual Period on the aggregate outstanding principal balances of the Class A-4 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-4 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

          "Class A-4 Notes" shall mean the $363,000,000 Class A-4 Student Loan Asset-Backed Notes, Series 2005-2, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-4 hereto.

          "Class A-4 Rate" shall mean, for any Interest Accrual Period other than the first Interest Accrual Period the Three-Month LIBOR for such Interest Accrual Period plus 0.18%, as determined by the Trustee. For the first Interest Accrual Period, the Class A-4 Rate shall mean 4.33607%.

           "Class B Maturity Date" shall mean the January 15, 2037 Quarterly Distribution Date.

           "Class B Note Interest Shortfall" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class B Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class B Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class B Noteholders, to the extent permitted by law, at the interest rate borne by the Class B Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee.

           "Class B Note Interest Trigger" shall be in effect if on any Quarterly Distribution Date, (a) the aggregate outstanding principal balance of the Class A Notes, after giving effect to distributions to be made on that Quarterly Distribution Date, would exceed the sum of (i) the Pool Balance, (ii) the amount on deposit in the Reserve Fund and (iii) the amount on deposit in the Capitalized Interest Account, each as of close of business on the last day of the immediately preceding Collection Period; or (b) the aggregate outstanding principal balance of the Notes plus accrued but unpaid interest thereon, after giving effect to distributions to be made on that Quarterly Distribution Date, would exceed twice the sum of (i) the Pool Balance, (ii) the amount on deposit in the Reserve Fund and (iii) the amount on deposit in the Capitalized Interest Account, each as of close of business on the last day of the immediately preceding Collection Period.

          "Class B Noteholder" shall mean the Person in whose name a Class B Note is registered in the Note registration books of the Trustee.

          "Class B Noteholders' Interest Distribution Amount" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class B Rate for the related Interest Accrual Period on the aggregate outstanding principal balances of the Class B Notes immediately prior to such Quarterly Distribution Date; and (b) the Class B Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

          "Class B Notes" shall mean the $56,000,000 Class B Student Loan Asset-Backed Notes, Series 2005-2, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-7 hereto and secured on a subordinate priority to the Class A Obligations.

          "Class B Obligations" shall mean Class B Notes, the priority of payment of which is subordinate to that of Class A Notes.

          "Class B Percentage" shall mean, for any Quarterly Distribution Date, (a) prior to the Stepdown Date or with respect to any Quarterly Distribution Date on which a Trigger Event is in effect, zero; or (b) on and after the Stepdown Date and provided that no Trigger Event is in effect, a fraction expressed as a percentage, the numerator of which is the aggregate Outstanding Amount of the Class B Notes and the denominator of which is the aggregate Outstanding Amount of all Notes, in each case determined by the Issuer Administrator on the Determination Date for that Quarterly Distribution Date.

          "Class B Principal Distribution Amount" shall mean, for any Quarterly Distribution Date, the product of the Principal Distribution Amount and the Class B Percentage.

          "Class B Rate" shall mean, for any Interest Accrual Period other than the first Interest Accrual Period the Three-Month LIBOR for such Interest Accrual Period plus 0.49%, as determined by the Trustee. For the first Interest Accrual Period, the Class B Rate shall mean 4.64607%.

          "Clearing Agency" shall mean an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company and the initial nominee for the 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.

           "Closing Date" shall mean October 18, 2005.

           "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations, including applicable temporary and proposed regulations, relating to such section which are applicable to the Notes or the use of the proceeds thereof. A reference to any specific section of the Code shall be deemed also to be a reference to the comparable provisions of any enactment which supersedes or replaces the Code thereunder from time to time.

          "Collection Fund" shall mean the Fund by that name created in Section 5.01(b) hereof and further described in Section 5.03 hereof.

          "Collection Period" shall mean, with respect to the first Quarterly Distribution Date, the period beginning on the Closing Date and ending on December 31, 2005, and with respect to each subsequent Quarterly Distribution Date, the Collection Period means the three calendar months immediately following the end of the previous Collection Period, beginning January 1, 2006.

           "Commission" shall mean the Securities and Exchange Commission.

          "Confirmation" shall (i) have the meaning set forth in the definition of the Initial Interest Rate Cap and LIBOR Derivative Product Agreements and (ii) any other confirmation entered into pursuant to a Derivative Product Agreement entered into subsequent to the Closing Date.

          "Contract of Insurance" shall mean the contract of insurance between the Eligible Lender and the Secretary.

          "Counterparties" shall mean, collectively, (i) the Initial LIBOR Counterparty and its successors and assigns, (ii) the Initial Cap Counterparty and its successors and assigns and (iii) the counterparties to any Derivative Product Agreements entered into pursuant to Section 3.03.

          "Counterparty Payments" shall mean any payment to be made to, or for the benefit of, the Issuer under any Derivative Product Agreements.

           "Custodian" shall mean (i) ACS Education Services, Inc. and (ii) Great Lakes Educational Loan Services, Inc., each as custodian pursuant to its respective Custodian Agreement and its respective successors and assigns in such capacity, and (iii) any other Person entering into a similar agreement and satisfying the Rating Agency Confirmation.

          "Custodian Agreements" shall mean (i) the Custodian Agreement, dated as of October 1, 2005, among ACS Education Services, Inc., the Trustee, the Eligible Lender Trustee and the Issuer and (ii) the Custodian Agreement, dated as of October 1, 2005, between Great Lakes Educational Loan Services, Inc., the Trustee, the Eligible Lender Trustee and the Issuer.

          "Cutoff Date" shall mean (i) with respect to the initial pool of Financed Eligible Loans, the Closing Date; and (ii) with respect to subsequently acquired Eligible Loans, the date on which such Eligible Loans are transferred to the Trust.

          "Delaware Trustee" shall mean Wilmington Trust Company, not in its individual capacity but solely as trustee under the Trust Agreement, and its successors and assigns in such capacity.

           "Delaware Trustee Fee" shall mean the annual administration fee set forth in the Fee and Indemnity Agreement dated as of October 1, 2005 among the Delaware Trustee, College Loan Corporation and the Sponsor, payable on each Quarterly Distribution Date, beginning on the January 2006 Quarterly Distribution Date. Such fee shall not in any year exceed the amount set forth in the cashflows delivered to the Rating Agencies unless the Issuer obtains a Rating Agency Confirmation.

           "Delaware Trustee Fee and Indemnity Agreement" shall mean the Fee and Indemnity Agreement dated as of October 1, 2005 among the Delaware Trustee, College Loan Corporation and the Sponsor.

           "Department" shall mean the United States Department of Education, an agency of the Federal government.

           "Derivative Product Agreements" shall mean, collectively, (i) the Initial Interest Rate Cap Derivative Product Agreement, (ii) the Initial LIBOR Derivative Product Agreement and (iii) any other derivative product agreement entered into pursuant to Section 3.03 hereof.

          "Derivative Value" shall mean the value of a Derivative Product Agreement, if any, to a Counterparty, provided that such value is defined and calculated as provided in the applicable provisions of such Derivative Product Agreement.

           "Distribution Date" shall mean for the Notes each Quarterly Distribution Date.

          "Eligible Lender" shall mean (i) the Eligible Lender Trustee and (ii) any "eligible lender," as defined in the Act, and which has received an eligible lender designation from the Secretary with respect to Eligible Loans made under the Act.

           "Eligible Lender Trust Agreements" shall mean (i) the Issuer Eligible Lender Trust Agreement, (ii) the Eligible Lender Trust Agreement, dated as of October 1, 2005, between the Sponsor, as grantor, and the Eligible Lender Trustee, as eligible lender trustee, and (iii) any similar agreement entered into by the Issuer or the Sponsor and an "eligible lender" under the Higher Education Act pursuant to which such "eligible lender" holds Financed Eligible Loans as legal owner in trust for the Issuer or the Sponsor as beneficial owner, in each case as supplemented or amended from time to time.

          "Eligible Lender Trustee" shall mean Deutsche Bank Trust Company Americas, as trustee under the Eligible Lender Trust Agreements and this Indenture, and its successors and assigns in such capacity.

          "Eligible Loan" shall mean any consolidation loan or Add-on Consolidation Loan made to a borrower for or in connection with post-secondary education that is originated pursuant to Section 528C of the Act.

          "Eligible Loan Acquisition Certificate" shall mean a certificate signed by an Authorized Representative of the Issuer in substantially the form attached as Exhibit A hereto.

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

          "Event of Bankruptcy" shall mean (a) the Issuer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the foregoing; or (b) an involuntary case or other proceeding shall have been commenced against the Issuer seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property provided such action or proceeding is not dismissed within 60 days.

           "Event of Default" shall have the meaning specified in Article VI hereof.

           "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

          "Final Maturity Date" for a class of Notes shall mean the Class A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, the Class A-4 Maturity Date or the Class B Maturity Date, as applicable.

          "Financed" or "Financing" when used with respect to Eligible Loans or Student Loans, shall mean or refer to Eligible Loans or Student Loans (a) acquired by the Issuer with balances in the Acquisition Fund or otherwise deposited in or accounted for in the Acquisition Fund or otherwise constituting a part of the Trust Estate and (b) Eligible Loans or Student Loans substituted or exchanged for Financed Eligible Loans or Student Loans, but does not include Eligible Loans or Student Loans released from the lien of this Indenture and sold or transferred, to the extent permitted by this Indenture.

          "Fiscal Year" shall mean the fiscal year of the Issuer (initially January 1 to December 31) as otherwise established from time to time.

           "Fitch" shall mean Fitch Inc., its successors and assigns.

           "Funds" shall mean each of the Funds and Accounts created pursuant to Sections 5.01 hereof.

           "Guarantee" or "Guaranteed" shall mean, with respect to an Eligible Loan, the insurance or guarantee by the Guaranty Agency pursuant to such Guaranty Agency's Guarantee Agreement of the maximum percentage of the principal of and accrued interest on such Eligible Loan allowed by the terms of the Act with respect to such Eligible Loan at the time it was originated and the coverage of such Eligible Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to the Guaranty Agency for payments made by it on defaulted Eligible Loans insured or guaranteed by the Guaranty Agency of at least the minimum reimbursement allowed by the Act with respect to a particular Eligible Loan.

          "Guarantee Agreements" shall mean a guaranty or lender agreement between the Eligible Lender Trustee and any Guaranty Agency, and any amendments thereto.

           "Guaranty Agency" or "Guarantor" shall mean any entity authorized to guarantee student loans under the Act and with which the Eligible Lender Trustee maintains a Guarantee Agreement.

           "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.

          "Highest Priority Obligations" shall mean at any time when Class A Obligations are Outstanding, the Class A Obligations and at any time when no Class A Obligations are Outstanding, the Class B Obligations.

           "Indenture" shall mean this Indenture of Trust, including any supplement hereto or amendment hereof entered into in accordance with the provisions hereof.

          "Independent" shall mean, when used with respect to any specified Person, that the Person (a) is in fact independent of the Trust, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons; (b) does not have any direct financial interest or any material indirect financial interest in the Trust, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons; and (c) is not connected with the Trust, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, placement agent, trustee, partner, director or person performing similar functions.

          "Independent Certificate" shall mean a certificate or opinion to be delivered to the Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of this Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof.

          "Index Maturity" shall mean (i) for Two-Month LIBOR, two months and (ii) for Three-Month LIBOR, three months.

          "Initial Cap Counterparty" shall mean Goldman Sachs Mitsui Marine Derivative Products, L.P., as counterparty pursuant to the Initial Interest Rate Cap Derivative Product Agreement.

          "Initial LIBOR Counterparty" shall mean Goldman Sachs Mitsui Marine Derivative Products, L.P., as counterparty pursuant to the Initial LIBOR Derivative Product Agreement.

           "Initial Interest Rate Cap Derivative Product Agreement" shall mean the ISDA Master Agreement (including the schedule thereto), and the related Confirmation, Ref. No. LTAA1703606098.1, dated October 13, 2005, between the Issuer and the Initial LIBOR Counterparty (the "Confirmation").

          "Initial LIBOR Derivative Product Agreement" shall mean the ISDA Master Agreement (including the schedule thereto), and the related Confirmation, Ref. No. NUUS510710, dated October 13, 2005, between the Issuer and the Initial Counterparty (the "Confirmation").

           "Initial Pool Balance" shall mean the Pool Balance as of the initial Cutoff Date, which is $879,577,653.

          "Insurance" or "Insured" or "Insuring" shall mean, with respect to an Eligible Loan, the insuring by the Secretary (as evidenced by a Certificate of Insurance or other document or certification issued under the provisions of the Act) under the Act of 100% of the principal of and accrued interest on such Eligible Loan.

          "Interest Benefit Payment" shall mean an interest payment on Eligible Loans received pursuant to the Act and an agreement with the federal government, or any similar payments.

          "Interest Accrual Period" shall mean with respect to each class of Notes, initially, the period commencing on the Closing Date to but not including the first Quarterly Distribution Date, and thereafter, with respect to each Quarterly Distribution Date, the period beginning on the prior Quarterly Distribution Date and ending on the day immediately preceding such Quarterly Distribution Date.

          "Investment Agreement" shall mean, collectively, the (i) Investment Agreement dated October 18, 2005, between the Trustee and AIG Matched Funding Corp., (ii) Investment Agreement dated October 18, 2005, among the Trustee, the Issuer and Ambac Capital Funding, Inc., (iii) Investment Agreement dated October 18, 2005, between the Trustee and Trinity Funding Company, LLC, and (iv) any other investment agreement approved by the Rating Agencies. The issuance by the Rating Agencies of the ratings on the Notes on the Closing Date shall serve as the Rating Agency Confirmation required with respect to the Investment Agreements set forth in clauses (i), (ii) and (iii) above.

           "Investment Securities" shall mean:

          (i) direct obligations of, or obligations on which the timely payment of the principal of and interest on which are unconditionally and fully guaranteed by, the United States of America;

          (ii) interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of 12 months or less with any bank, trust company, national banking association or other Depository institution, including those of the Trustee, provided that, at the time of deposit or purchase such Depository institution has commercial paper which is rated "F1" by Fitch, if then rated by Fitch, "P-1" by Moody's and "A-1+" by S&P;

          (iii) bonds, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following agencies: Federal Farm Credit Banks, Federal Home Loan Mortgage Corporation; the Export-Import Bank of the United States; the Federal National Mortgage Association; the Government National Mortgage Association; the Student Loan Marketing Association; the Farmers Home Administration; Federal Home Loan Banks provided such obligation is rated "AAA" by S&P, "AAA" by Fitch, if then rated by Fitch, and "Aaa" by Moody's; or any agency or instrumentality of the United States of America which shall be established for the purposes of acquiring the obligations of any of the foregoing or otherwise providing financing therefor;

          (iv) repurchase agreements and reverse repurchase agreements, other than overnight repurchase agreements and overnight reverse repurchase agreements, with banks, including the Trustee and any of its Affiliates, which are members of the Federal Deposit Insurance Corporation or firms which are members of the Securities Investors Protection Corporation, in each case whose outstanding, unsecured debt securities are rated "A" or higher by S&P and Fitch (if then rated by Fitch), "Aa3" or higher by Moody's (if such Depository institution does not have commercial paper rated by Moody's ) or "A1" or higher (if such Depository institution has commercial paper which is rated "P-1" by Moody's ), and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P, "F1" by Fitch, if then rated by Fitch, and "P-1" by Moody's;

          (v) overnight repurchase agreements and overnight reverse repurchase agreements with a Rating Agency Confirmation from each Rating Agency;

          (vi) investment agreements or guaranteed investment contracts, which may be entered into by and among the Issuer and/or the Trustee and any bank, bank holding company, corporation or any other financial institution, including the Trustee and any of its Affiliates, whose outstanding (i) commercial paper is rated "A-1+" by S&P, "F1" by Fitch, if then rated by Fitch, and "P-1" by Moody's for agreements or contracts with a maturity of 12 months or less; (ii) unsecured long-term debt is rated no lower than two subcategories below the highest rating on any series of Outstanding Notes by S&P, Fitch (if then rated by Fitch) and Moody's and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P, "F1" by Fitch, if then rated by Fitch, and "P-1" by Moody's for agreements or contracts with a maturity of 24 months or less, but more than 12 months, or (iii) unsecured long-term debt which is rated no lower than two subcategories below the highest rating on any series of Outstanding Notes by S&P, Fitch (if then rated by Fitch) and Moody's (if such Depository institution does not have commercial paper rated by Moody's ) or "A1" or higher (if such Depository institution has commercial paper which is rated "P-1" by Moody's ), and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P, "F1" by Fitch, if then rated by Fitch, and "P-1" by Moody's for agreements or contracts with a maturity of more than 24 months, or, in each case, by an insurance company whose claims-paying ability is so rated;

          (vii) "tax exempt bonds" as defined in Section 150(a)(6) of the Code, other than "specified private activity bonds" as defined in Section 57(a)(5)(C) of the Code, that are rated in the highest category by S&P, Fitch (if then rated by Fitch) and Moody's for long-term or short-term debt or shares of a so-called money market or mutual fund rated "AAAm/AAAm-G" or higher by S&P, "AA/F1+" or higher by Fitch, if then rated by Fitch, and "Aaa" or higher by Moody's, that do not constitute "investment property" within the meaning of Section 148(b)(2) of the Code, provided that the fund has all of its assets invested in obligations of such rating quality;

          (viii) commercial paper, including that of the Trustee and any of its Affiliates, which is rated in the single highest classification, "A-1+" by S&P, "F1" by Fitch, if then rated by Fitch and "P-1" by Moody's, and which matures not more than 270 days after the date of purchase;

          (ix) investments in a money market fund rated at least "AAAm" or "AAAm-G" by S&P, "AA" or "F1" by Fitch, if then rated by Fitch and "Aaa" by Moody's, including funds for which the Trustee or an Affiliate thereof acts as investment advisor or provides other similar services for a fee; and

          (x) any other investment with a Rating Agency Confirmation from each Rating Agency.

          "ISDA Master Agreement" shall mean the ISDA Master Agreement, copyright 1992 or 2002, each as amended from time to time, and as in effect with respect to any Derivative Product Agreement, as applicable.

           "Issuer" shall mean College Loan Corporation Trust 2005-2, a Delaware statutory trust, and any successor or assignee thereto under this Indenture.

          "Issuer Administrator" shall mean College Loan Corporation in its capacity as Issuer Administrator under that certain Administration Agreement, or any other Person providing similar services and satisfying the Rating Agency Confirmation.

           "Issuer Derivative Payment" shall mean any payment (other than a Termination Payment) required to be made by or on behalf of the Issuer to a Counterparty pursuant to the respective Derivative Product Agreement.

          "Issuer Eligible Lender Trust Agreement" shall mean the Eligible Lender Trust Agreement dated as of October 1, 2005, between the Issuer and the Eligible Lender Trustee, as supplemented or amended from time to time.

          "Issuer Order" shall mean a written order signed in the name of the Issuer by an Authorized Representative.

          "Issuer's Report" shall mean the report to be furnished by the Issuer to the Trustee pursuant to Section 4.15(c) hereof, substantially in the form of Exhibit E hereto.

           "LIBOR" shall mean Two-Month LIBOR or Three-Month LIBOR, as applicable.

           "LIBOR Determination Date" shall mean, for each Interest Accrual Period, the second Business Day before the beginning of that Interest Accrual Period.

          "Joint Sharing Agreement" shall mean the Joint Sharing Agreement, dated as of October 1, 2005, among the Joint Sharing Agreement Parties, as amended to add, or as executed by the Joint Sharing Agreement Parties.

          "Joint Sharing Agreement Parties" shall mean College Loan Corporation Trust I, College Loan Corporation Trust 2005-2 and Deutsche Bank Trust Company Americas, as eligible lender trustee and any other parties from time to time party to the Joint Sharing Agreement.

           "Liquidated Financed Eligible Loan" shall mean any defaulted Financed Eligible Loan liquidated by the Servicer (which shall not include any Financed Eligible Loan on which payments are received from a Guaranty Agency) or which the Servicer has, after using all reasonable efforts to realize upon such Financed Eligible Loan, determined to charge off.

          "Liquidation Proceeds" shall mean, with respect to any Liquidated Financed Eligible Loan which became a Liquidated Financed Eligible Loan during the current Collection Period in accordance with the Servicer's customary servicing procedures, the moneys collected in respect of the liquidation thereof from whatever source, other than moneys collected with respect to any Liquidated Financed Eligible Loan which was written off in prior Collection Periods or during the current Collection Period, net of the sum of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan.

           "Master Promissory Note" shall mean a Master Promissory Note in the form mandated by Section 432(m)(1) of the Higher Education Act, as added by Pub. L. 105-244 § 427, 112 Stat. 1702 (1998), as amended by Public Law No: 106-554 (enacted December 21, 2000) and as codified in 20 U.S.C. § 1082(m)(1).

           "Material Adverse Effect" shall mean (1) any change in the Termination Date (as defined in a relevant Derivative Product Agreement) or the due date for any payment required to be made by the Issuer to any Counterparty pursuant to the terms of the relevant Derivative Product Agreement, or any change to the Notional Amount (as defined in the relevant Derivative Product Agreement) other than as contemplated pursuant to the terms of the relevant Derivative Product Agreement or any change to the Fixed Rate Payer Notional Amount or the Fixed Rate or the Floating Rate Payer Notional Amount or the Floating Rate or the Spread (each as defined in the Derivative Product Agreement) or any other amount payable under the relevant Derivative Product Agreement, or any change in the priority of the payments to be made to a Counterparty by the Issuer (subject to the priority of payment provisions of this Indenture); (2) a change in the right of the Counterparty to consent to supplemental indentures and (3) any change to the definition of Material Adverse Effect or any change in the definition of term (whether used directly or indirectly) used in any provision described in the foregoing Clauses (1) or (2).

           "Maturity" when used with respect to any Note, shall mean the date on which the principal thereof becomes due and payable as therein or herein provided, whether at its Final Maturity Date, by earlier prepayment or purchase, by declaration of acceleration, or otherwise.

          "Minimum Purchase Amount" shall mean, on any Quarterly Distribution Date, an amount that would be sufficient to (a) reduce the Outstanding Amount of each class of Notes on such Quarterly Distribution Date to zero; (b) pay to the respective Registered Owners the Class A Noteholders' Interest Distribution Amount and the Class B Noteholders' Interest Distribution Amount payable on such Quarterly Distribution Date; (c) pay any Servicing Administration Fees and Carryover Servicing Administration Fees due and owing; and (d) pay any Issuer Derivative Payments and Termination Payments due and owing.

          "Monthly Payment Date" shall mean the 15th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day.

           "Moody's" shall mean Moody's Investors Service, Inc., its successors and assigns.

           "MPN Loan" shall mean a loan originated pursuant to the Federal Family Education Loan Program and the Act and evidenced by a Master Promissory Note.

          "Noteholder" shall mean the Person in whose name a Note is registered in the Note registration books of the Trustee.

          "Note Rates" shall mean, with respect to any Interest Accrual Period, the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate for such Interest Accrual Period, respectively.

           "Note Registrar" shall have the meaning set forth in Section 2.03 hereof.

           "Notes" shall mean, collectively, the Class A Notes and the Class B Notes.

           "Obligations" shall mean Class A Obligations and Class B Obligations.

          "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 this Indenture, be employees of or counsel to the Delaware Trustee, the Trust, the Seller or an Affiliate of the Seller 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 Seller, the Issuer Administrator or the Servicer, one or more written opinions of counsel who may be an employee of or counsel to the Seller, the Issuer Administrator or the Servicer, which counsel shall be acceptable to the Trustee and the Delaware Trustee.

           "Optional Purchase Date" shall have the meaning set forth in Section 10.03 hereof.

          "Outstanding" shall mean, when used in connection with any Note, a Note which has been executed and delivered pursuant to this Indenture which at such time remains unpaid as to principal or interest, excluding Notes which have been replaced pursuant to Section 2.03 hereof, and when used in connection with a Derivative Product Agreement, a Derivative Product Agreement which has not expired or been terminated, unless provision has been made for such payment pursuant to Section 10.02 hereof.

          "Outstanding Amount" shall mean the aggregate principal amount of all Notes Outstanding at the date of determination or, if the context so requires, the aggregate principal amount of one or more classes of Class A Notes Outstanding at the date of determination.

           "Person" shall mean an individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization or government or agency, or political subdivision thereof.

          "Pool Balance" shall mean as of any date the aggregate principal balance of the Financed Eligible Loans on such date (including accrued interest thereon that is expected to be capitalized), plus amounts on deposit in the Acquisition Fund. The Pool Balance shall be calculated by the Issuer Administrator and certified to the Trustee, upon which the Trustee may conclusively rely with no duty to further examine or determine such information.

          "Principal Distribution Amount" shall mean, with respect to each Quarterly Distribution Date, the amount by which the Outstanding Amount of the Notes immediately prior to such Quarterly Distribution Date exceeds the quotient obtained by dividing the Adjusted Pool Balance as of the last day of the related Collection Period by 100.25%. Further, on the Final Maturity Date for a class of Notes, the "Principal Distribution Amount" on that date also shall include the amount needed to reduce the Outstanding principal amount of such class of Notes to zero.

          "Principal Office" shall mean the principal office of the party indicated, as set forth in Section 9.01 hereof or elsewhere in this Indenture.

           "Priority Termination Payment" shall mean, with respect to a Derivative Product Agreement, any termination payment payable by the Issuer under such Derivative Product Agreement relating to an early termination of such Derivative Product Agreement by a Counterparty, as the non-defaulting party, following (i) a quarterly payment default by the Issuer thereunder, (ii) the occurrence of an Event of Default specified in Section 6.01(d) hereof 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 Section 6.04 hereof.

           "Program" shall mean the Sponsor's program for the origination and the purchase of Eligible Loans, as the same may be modified from time to time.

           "Purchase Amount" with respect to any Financed Eligible Loan shall mean the amount required to prepay in full such Financed Eligible Loan under the terms thereof including all accrued interest thereon and any unamortized premium, it being acknowledged that any accrued and unpaid interest subsidy payments or Special Allowance Payments will continue to be payable to the Trustee and constitute part of the Trust Estate.

          "Quarterly Distribution Date" shall mean the 15th day of each January, April, July and October (or, if any such day is not a Business Day, the immediately following Business Day), commencing on January 17, 2006.

           "Rating" shall mean one of the rating categories of Fitch, Moody's and S&P or any other Rating Agency, provided Fitch, Moody's and S&P or any other Rating Agency, as the case may be, is currently rating the Notes.

           "Rating Agency" shall mean each of Fitch, Moody's and S&P and their successors and assigns or any other rating agency requested by the Issuer to maintain a Rating on any of the Notes.

           "Rating Agency Confirmation" shall mean a letter from each Rating Agency then providing a Rating for any of the Notes at the request of the Issuer, confirming that a proposed action, failure to act, or other event specified therein will not, in and of itself, result in a downgrade of any of the Ratings then applicable to the Notes, or cause any Rating Agency to suspend, withdraw or qualify the Ratings then applicable to the Notes.

           "Record Date" shall mean, with respect to a Distribution Date, the Business Day immediately preceding such Distribution Date.

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

          "Registered Owner" shall mean any Noteholder, except that, solely for the purpose of giving any consent pursuant to this Indenture, any Note registered in the name of the Sponsor or any Affiliate of the Sponsor shall be deemed not to be Outstanding and the Outstanding Amount evidenced thereby shall not be taken into account in determining whether the requisite principal amount of Notes necessary to effect such consent has been obtained unless at the time the Sponsor and its Affiliates own all of the Notes that are Outstanding.

          "Regulations" shall mean the Regulations promulgated from time to time by the Secretary or any Guaranty Agency guaranteeing Financed Eligible Loans.

           "Reserve Fund" shall mean the Fund by that name created in Section 5.01(c) hereof and further described in Section 5.04 hereof, including any Accounts and Subaccounts created therein.

           "Reserve Fund Requirement" shall mean, at any time, an amount equal to the greater of (i) 0.25% of the Pool Balance, as of the close of business on the last day of the related Collection Period; and (ii) $1,968,753, provided that in no event will such balance exceed the aggregate Outstanding Amount of the Notes and provided further, that such Reserve Fund Requirement may be reduced with a Rating Agency Confirmation.

          "Responsible Officer" shall mean, when used with respect to the Trustee, any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Indenture.

           "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., its successors and assigns.

           "Secretary" shall mean the Secretary of the United States Department of Education or any successor to the pertinent functions thereof under the Act.

           "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Securities Depository" shall mean The Depository Trust Company and its successors and assigns or if, (a) the then Securities Depository resigns from its functions as Depository of the Notes or (b) the Issuer discontinues use of the Securities Depository, any other securities Depository which agrees to follow the procedures required to be followed by a securities Depository in connection with the Notes and which is selected by the Issuer with the consent of the Trustee.

           "Seller" shall mean College Loan LLC, and its successors and assigns.

           "Servicer" shall mean (i) ACS Education Services, Inc. and (ii) Great Lakes Educational Loan Services, Inc., as servicers pursuant to the respective Servicing Agreement, (iii) the Servicing Administrator or (iv) any successor servicing administrator or servicer selected by the Issuer, including an Affiliate of the Issuer, so long as the Issuer obtains a Rating Agency Confirmation as to each such other servicer.

          "Servicing Administrator" shall mean College Loan Corporation, as Servicing Administrator pursuant to the Servicing Administration Agreement.

          "Servicing Administration Agreement" shall mean the Servicing Administration Agreement dated as of October 1, 2005, between the Issuer and College Loan Corporation, as Servicing Administrator, as supplemented and amended from time to time.

          "Servicing Agreement" shall mean (i) the Student Loan Origination and Servicing Agreement, dated April 24, 2000 between Great Lakes Educational Loan Services, Inc. and the Servicing Administrator, (ii) the Federal FFEL Origination/Servicing Agreement, dated December 1, 2000 between ACS Education Services, Inc. and the Servicing Administrator, (iii) the Servicing Administration Agreement and (iv) any servicing 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 Eligible Loans in accordance with this Indenture.

          "Servicing Administration Fees" shall mean the fees and expenses due to the Servicing Administrator under the terms of the Servicing Administration Agreement and the fees and expenses due to any custodian under the terms of a Custodian Agreement; provided, however, that such fees and expenses shall not in any year exceed the amounts set forth in the cashflows delivered to the Rating Agencies unless the Issuer obtains a Rating Agency Confirmation.

           "Special Allowance Payments" shall mean the special allowance payments authorized to be made by the Secretary by Section 438 of the Act, or similar allowances, if any, authorized from time to time by federal law or regulation.

           "Sponsor" shall mean College Loan LLC, and its successors and assigns and any other Person or Persons as may become a Sponsor pursuant to the terms of the Trust Agreement.

           "State" shall mean the State of Delaware.

           "Stepdown Date" shall mean the earlier to occur of (a) the Quarterly Distribution Date in January 2012 or (b) the first date on which all of the Class A Notes are no longer Outstanding.

           "Student Loan" shall mean an Eligible Loan.

           "Student Loan Purchase Agreements" shall mean (a) the FFELP Loan Purchase Agreement, dated as of October 1, 2005, among the Issuer, the Seller, College Loan Corporation, and the Eligible Lender Trustee, (b) the FFELP Loan Purchase Agreement, dated as of October 1, 2005, among the Seller, College Loan Corporation, the Eligible Lender Trustee and JPMorgan Chase Bank, N.A., as eligible lender trustee for College Loan Corporation, (c) the FFELP Loan Purchase Agreement, dated as of October 1, 2005, among the Seller, College Loan Warehouse LLC and the Eligible Lender Trustee, (d) the FFELP Loan Purchase Agreement, dated as of October 1, 2005, among the Seller, College Loan Gold Funding LLC and the Eligible Lender Trustee, (e) the FFELP Loan Purchase Agreement, dated as of October 1, 2005, among the Seller, College Loan Royal Funding LLC and the Eligible Lender Trustee and (f) each additional student loan purchase agreement, if any, entered into to among the Issuer, the Seller and the Eligible Lender Trustee for the purchase of Eligible Loans which constitute "Add-on Consolidation Loans."

          "Subaccount" shall mean any of the subaccounts which may be created and established within any Account by this Indenture.

          "Supplemental Indenture" shall mean an agreement supplemental hereto executed pursuant to Article VIII hereof.

           "Telerate Page 3750" shall mean 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).

          "Termination Payment" shall mean, with respect to a Derivative Product Agreement, any termination payment payable by the Issuer under such Derivative Product Agreement relating to an early termination of such Derivative Product Agreement, after the occurrence of a termination event or event of default specified in such Derivative Product Agreement, including any Priority Termination Payment.

          "Three-Month LIBOR" and "Two-Month LIBOR" shall mean, with respect to any Interest Accrual Period, the London interbank offered rate for deposits in U.S. dollars having the applicable Index Maturity as it appears on Telerate Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date as determined by the Issuer Administrator. If this rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the Index maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Issuer Administrator or the Trustee, as applicable, 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 major banks in New York City, selected by the Issuer Administrator or the Trustee, as applicable, at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. dollars to leading European banks having the Index Maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, Three-Month LIBOR or Two-Month LIBOR, as the case may be, in effect for the applicable Interest Accrual Period will be Three-Month LIBOR or Two-Month LIBOR, as the case may be, in effect for the previous Interest Accrual Period.

           "Trigger Event" shall mean, on any Quarterly Distribution Date while any of the Class A Notes are Outstanding, that (a) the Outstanding Amount of the Notes, after giving effect to distributions to be made on that Quarterly Distribution Date, would exceed the sum of the Pool Balance plus amounts on deposit in the Reserve Fund and Capitalized Interest Account, in each case as of the end of the related Collection Period or (b) the Student Loans have not been sold pursuant to Section 10.03 or 10.04 hereof when the Pool Balance is 10% or less of the Initial Pool Balance.

           "Trust" shall mean the Issuer.

           "Trust Agreement" shall mean the Trust Agreement dated as of September 21, 2005 as amended and restated by the Amended and Restated Trust Agreement, dated as of October 1, 2005, each between the Delaware Trustee and the Sponsor, as the same may be amended from time to time.

           "Trust Auction Date" shall have the naming set forth in Section 10.04 hereof.

           "Trust Estate" shall mean the property described as such in the granting clauses hereto.

           "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this Indenture was executed, except as provided in Section 8.05.

           "Trustee" shall mean JPMorgan Chase Bank, N.A., acting in its capacity as Trustee under this Indenture, or any successor trustee designated pursuant to this Indenture.

          "Trustee Fee" shall mean an amount equal to the annual amount set forth in the Trustee Fee Letter and the Eligible Lender Trustee Fee Letter, each dated as of October 1, 2005, payable on the initial Quarterly Distribution Date and on each January Quarterly Distribution Date thereafter. Such fees shall be in satisfaction of the Trustee's and Eligible Lender Trustee's compensation as trustee under this Indenture and under the Eligible Lender Trust Agreements, respectively. Such fee shall not in any year exceed the amounts set forth in the cashflows delivered to the Rating Agencies unless the Issuer obtains a Rating Agency Confirmation.

           "Two-Month LIBOR" see "Three-Month LIBOR" herein.

           "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:

          (i) 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);

          (ii) 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;

          (iii) 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;

          (iv) 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;

          (v) 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

          (vi) any accrued but unpaid Counterparty Payments, unless the Counterparty is in default of its obligations under the applicable Derivative Product.

          "Verification Agent" shall mean JPMorgan Chase Bank, N.A. in its capacity as verification agent under that certain Verification Agent Agreement, or any other person providing similar services and satisfying the Rating Agency Confirmation.

           "Verification Agent Agreement" shall mean the Verification Agent Agreement dated as of October 1, 2005 among the Issuer, the Issuer Administrator, the Trustee and the Verification Agent, as such agreement may be amended or supplemented from time to time.

           "Verification Agent Fee" shall mean the fees and expenses due to the Verification Agent under the terms of the Verification Agent Agreement; provided, however, that such fees and expenses shall not in any one year exceed the amounts set forth in the cashflows delivered to the Rating Agencies unless the Issuer obtains a Rating Agency Confirmation.

          Words importing the masculine gender include the feminine gender, and words importing the feminine gender include the masculine gender. Words importing persons include firms, associations and corporations. Words importing the singular number include the plural number and vice versa. Additional terms are defined in the body of this Indenture.

ARTICLE II

NOTE DETAILS AND FORM OF NOTES

          Section 2.01 Note Details. The Notes, together with the Trustee's certificate of authentication, shall be in substantially the forms set forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this 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 the Notes, as evidenced by their execution 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 definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Representatives executing such Notes, as evidenced by their execution of such Notes.

          Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit B are part of the terms of this Indenture.

          Section 2.02 Execution, Authentication and Delivery of Notes. The Notes shall be executed in the name and on behalf of the Issuer by the manual or facsimile signature of an Authorized Representative. Any Note may be signed (manually or by facsimile) or attested on behalf of the Issuer by any Person who, at the date of such act, shall hold the proper office or position, notwithstanding that at the date of authentication, issuance or delivery, such person may have ceased to hold such office or position.

          The Trustee shall upon Issuer Order authenticate and deliver Notes for original issue in an aggregate principal amount of $1,400,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.08 hereof.

          Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

          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 Section 2.05 hereof.

          Section 2.03 Registration, Transfer and Exchange of Notes; Persons Treated as Registered Owners. The Issuer shall cause books for the registration and for the transfer of the Notes as provided in this Indenture to be kept by the Trustee which is hereby appointed the transfer agent and note registrar (the "Note Registrar") of the Issuer for the Notes. Notwithstanding such appointment and with the prior written consent of the Issuer, the Trustee is hereby authorized to make any arrangements with other institutions which it deems necessary or desirable in order that such institutions may perform the duties of transfer agent for the Notes. 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, 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 series, subseries, if any, and aggregate principal amount of the same maturity.

           Notes may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of fully registered Notes of the same series, subseries, if any, interest rate and maturity in authorized denominations. The Issuer shall execute and the Trustee shall authenticate and deliver Notes which the Registered Owner making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The execution by the Issuer of any fully registered Note of any authorized denomination shall constitute full and due authorization of such denomination and the Trustee shall thereby be authorized to authenticate and deliver such fully registered Note.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to Section 2.07 hereof.

          Section 2.04 Lost, Stolen, Destroyed and Mutilated Notes. Upon receipt by the Trustee of evidence satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and, in the case of a lost, stolen or destroyed Note, of indemnity satisfactory to it, and upon surrender and cancellation of the Note, if mutilated, (a) the Issuer shall execute, and the Trustee shall authenticate and deliver, a replacement Note of the same interest rate, maturity and denomination in lieu of such lost, stolen, destroyed or mutilated Note or (b) if such lost, stolen, destroyed or mutilated Note shall have matured within 15 days be due and payable, in lieu of executing and delivering a new Note as aforesaid, the Issuer may pay such Note. Any such new Note shall bear a number not contemporaneously outstanding. The applicant for any such new Note may be required to pay all taxes and governmental charges and all expenses and charges of the Issuer and of the Trustee in connection with the issuance of such Note. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing conditions are exclusive with respect to the replacement and payment of mutilated, destroyed, lost or stolen Notes, negotiable instruments or other securities.

          Section 2.05 Trustee's Authentication Certificate. The Trustee's authentication certificate upon any Notes shall be substantially in the form attached to the Notes. No Note shall be secured hereby or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless a certificate of authentication, substantially in such form, has been duly executed by the Trustee; and such certificate of the Trustee upon any Note shall be conclusive evidence and the only competent evidence that such Note has been authenticated and delivered hereunder. The Trustee's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Notes issued hereunder.

          Section 2.06 Cancellation and Destruction of Notes by the Trustee. Whenever any Outstanding Notes shall be delivered to the Trustee for the cancellation thereof pursuant to this Indenture, upon payment of the principal amount and interest represented thereby, or for replacement pursuant to Section 2.04 hereof, such Notes shall be promptly cancelled and, within a reasonable time, cremated or otherwise destroyed by the Trustee and counterparts of a certificate of destruction evidencing such cremation or other destruction shall be furnished by the Trustee to the Issuer.

          Section 2.07 Temporary Notes. Pending the preparation of definitive Notes, the Issuer may execute and the Trustee shall authenticate and deliver temporary Notes. Temporary Notes shall be issuable as fully registered Notes without coupons, of any denomination, and substantially in the form of the definitive Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Issuer. Every temporary Note shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Notes. As promptly as practicable the Issuer shall execute and shall furnish definitive Notes and thereupon temporary Notes may be surrendered in exchange therefor without charge at the Principal Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Notes a like aggregate principal amount of definitive Notes. Until so exchanged the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes.

          Section 2.08 Issuance of Notes. The Issuer shall have the authority, upon complying with the provisions of this Article II, to issue and deliver the Notes which shall be secured by the Trust Estate. In addition, the Issuer may, subject to Section 3.03 hereof, enter into any Derivative Product Agreement it deems necessary or desirable with respect to any or all of the Notes.

          Section 2.09 Definitive Notes. If (a) the Issuer Administrator advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge its responsibilities with respect to the Notes, and the Issuer Administrator is unable to locate a successor; (b) the Issuer Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (c) after the occurrence of an Event of Default, or a default by a Servicer or the Issuer Administrator under a Servicing Agreement or the Administration Agreement, respectively, Noteholders representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the Clearing Agency (which shall then notify the Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Noteholders, then the Trustee shall cause the Clearing Agency to notify all Noteholders, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Notes to Noteholders requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the book-entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or 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 definitive Notes, the Trustee shall recognize the holders of the definitive Notes as Registered Owners.

           Section 2.10 Payment of Principal and Interest.

          (a) The Notes shall accrue interest as provided in the forms of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes set forth in Exhibits B-1, B-2, B-3, B-4 and B-5 hereto. Such interest shall be payable with respect to each class of Notes on each applicable Distribution Date as specified in Section 5.03(c) hereof, subject to Section 4.01 hereof. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to Section 2.09, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the Final Maturity Date for such Note which shall be payable as provided below.

          (b) The principal of each Note shall be payable in installments on each applicable Distribution Date as provided in Section 5.03(c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of each class of the Notes shall be due and payable, if not previously paid, on the Final Maturity Date for such class of Notes and on the date on which an Event of Default shall have occurred and be continuing if the Trustee or the Registered Owners of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 6.02. The Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the applicable Distribution Date (other than the Final Maturity Date) on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

ARTICLE III

PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS;AND DERIVATIVE PRODUCT AGREEMENTS

          Section 3.01 Parity and Priority of Lien. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Registered Owners, all of which shall be of equal rank without preference, priority or distinction of any of the Obligations over any other thereof, except as expressly provided in this Indenture with respect to certain payment and other priorities.

          Section 3.02 Other Obligations. The Available Funds and other moneys, Financed Eligible Loans, securities, evidences of indebtedness, interests, rights and properties pledged under this Indenture are and will be owned by the Issuer free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, of equal rank with or subordinate to the respective pledges 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. If any Financed Eligible Loan is found to have been subject to a lien at the time such Financed Eligible Loan was acquired, the Issuer shall cause such lien to be released, shall purchase such Financed Eligible Loan from the Trust Estate for a purchase price equal to its principal amount plus any unamortized premium, if any, and interest accrued thereon plus any Special Allowance Payments that may not be payable to the Trustee or shall replace such Financed Eligible Loan with another Eligible Loan with substantially identical characteristics which replacement Eligible Loan shall be free and clear of liens at the time of such replacement. Except as otherwise provided herein, the Issuer shall not create or voluntarily permit to be created any debt, lien or charge on the Financed Eligible Loans which would be on a parity with, subordinate to, or prior to the lien of this Indenture; shall not do or omit to do or suffer to be done or omitted to be done any matter or things whatsoever whereby the lien of this Indenture or the priority of such lien for the Obligations hereby secured might or could be lost or impaired; and will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence to or any equality with this Indenture as a lien or charge upon the Financed Eligible Loans; provided, however, that nothing in this Section 3.02 shall require the Issuer to pay, discharge or make provision for any such lien, charge, claim or demand so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trustee, the same will endanger the security for the Obligations; and provided further that any subordinate lien hereon (i.e., subordinate to the lien securing the Class A Obligations and the Class B Obligations) shall be entitled to no payment from the Trust Estate, nor may any remedy be exercised with respect to such subordinate lien against the Trust Estate until all Obligations have been paid or deemed paid hereunder.

          Section 3.03 Derivative Product Agreements; Counterparty Payments; Issuer Derivative Payments. The Issuer hereby authorizes and directs the Trustee to acknowledge and agree to any Derivative Product Agreement hereafter entered into by the Issuer and a Counterparty under which (a) the Issuer may be required to make, from time to time, Issuer Derivative Payments and Termination Payments and (b) the Trustee may receive, from time to time, Counterparty Payments for the account of the Issuer. No Derivative Product Agreement shall be entered into unless the Trustee shall have received a Rating Agency Confirmation from each Rating Agency that such Derivative Product Agreement will not adversely affect the Rating on any of the Notes. The Derivative Product Agreements are designated as a "Class A Obligation" and the Counterparties shall be "Class A Beneficiaries."

ARTICLE IV

PROVISIONS APPLICABLE TO THE NOTES;DUTIES OF THE ISSUER

          Section 4.01 Payment of Principal and Interest. The Issuer covenants that it will promptly pay, but solely from the Trust Estate, the principal of and interest, if any, on each and every Obligation issued under the provisions of this Indenture at the places, on the dates and in the manner specified herein and in said Obligations according to the true intent and meaning thereof. The Obligations shall be and are hereby declared to be payable from and equally secured, except as specifically provided in this Indenture with respect to certain payment and other priorities, by an irrevocable first lien on and pledge of the properties constituting the Trust Estate, subject to the application thereof as permitted by this Indenture, but in no event shall the Registered Owners or any Counterparty have any right to possession or control of any Financed Eligible Loans, which shall be held only by the Trustee or its agent or bailee.

          Section 4.02 Covenants as to Additional Conveyances. At any and all times, the Issuer will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers and assurances in law as the Trustee shall reasonably require for the better conveying, transferring and pledging and confirming unto the Trustee, all and singular, the properties constituting the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged.

           Section 4.03 Further Covenants of the Issuer.

          (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of State of the State and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer hereunder.

          (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, including but not limited to the Basic Documents to which it is a party, and will punctually perform all duties required by the Trust Agreement and the laws of the State.

          (c) The Issuer shall be operated on the basis of its Fiscal Year.

          (d) The Issuer shall cause to be kept separate, full and proper books of records and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the Issuer which relate to the Notes and any Derivative Product Agreement.

          (e) The Issuer, upon written request of the Trustee, will permit at all reasonable times the Trustee or its agents, accountants and attorneys, to examine and inspect the property, books of account, records, reports and other data relating to the Financed Eligible Loans, and will furnish the Trustee such other information as it may reasonably request. The Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners of 66% in Outstanding Amount of the Notes at the time Outstanding or any Counterparty, and unless such Registered Owners or Counterparty shall have offered the Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred thereby.

          (f) The Issuer covenants that all Financed Eligible Loans upon receipt thereof shall be delivered to the Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to a Servicing Agreement or a Custodian Agreement.

          (g) The Issuer shall notify the Trustee and each Rating Agency in writing prior to entering into any Derivative Product Agreement subsequent to the Closing Date.

          Section 4.04 Enforcement of Servicing Agreements. The Issuer shall comply with and shall require the Servicing Administrator to comply with the following, whether or not the Issuer is otherwise in default under this Indenture:

          (a) cause to be diligently enforced and taken all reasonable steps, actions and proceedings necessary for the enforcement of all terms, covenants and conditions of all Servicing Agreements, including the prompt payment of all amounts due the Issuer thereunder, including, without limitation, all principal and interest payments (as such payments may be adjusted to take into account (i) any discount that the Issuer or the Issuer Administrator on its behalf may cause to be made available to borrowers who make payments on Financed Eligible Loans through automatic withdrawal or (ii) any reduction in interest payable on Financed Eligible Loans provided for in any borrower incentive or other special program under which such Financed Eligible Loans were originated), and all Interest Benefit Payments, insurance, guarantee and default claims and Special Allowance Payments which relate to any Financed Eligible Loans and cause any such Servicer to specify whether payments received by it represent principal or interest;

          (b) not permit the release of the obligations of any such Servicer under any applicable Servicing Agreement except in conjunction with amendments or modifications permitted by (h) below;

          (c) 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, the Registered Owners and any Counterparty under or with respect to each applicable Servicing Agreement;

          (d) at its own expense, the Issuer shall duly and punctually perform and observe each of its obligations to any such Servicer under the applicable Servicing Agreement in accordance with the terms thereof;

          (e) give the Trustee prompt written notice of each default on the part of any such Servicer of its obligations under the applicable Servicing Agreement coming to the Issuer's attention;

          (f) not waive any default by any such Servicer under the applicable Servicing Agreement without the written consent of the Trustee;

          (g) cause College Loan Corporation, as Servicing Administrator, to deliver to the Trustee and the Issuer, on or before March 1 of each year, beginning in March 2006, a certificate stating that (i) a review of the activities of each 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 (ii) to the best of such officers' knowledge, based on such review, each Servicer has fulfilled all its obligations under its 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 stature thereof; and the Issuer shall send copies of such annual certificate of the Servicing Administrator to each Rating Agency; and

          (h) not consent or agree to or permit any amendment or modification of any Servicing Agreement to which it is a party which will in any manner materially adversely affect the rights or security of the Registered Owners and any Counterparties; and the Issuer shall be entitled to receive and rely upon an opinion of its counsel, together with Rating Agency Confirmation, that any such amendment or modification will not materially adversely affect the rights or security of the Registered Owners and any Counterparties.

          Section 4.05 Procedures for Transfer of Funds. In any instance where this Indenture requires a transfer of funds or money from one Fund to another, a transfer of ownership in investments or an undivided interest therein may be made in any manner agreeable to the Issuer and the Trustee, and in the calculation of the amount transferred, interest on the investment which has or will accrue before the date the money is needed in the fund to which the transfer is made shall not be taken into account or considered as money on hand at the time of such transfer.

          Section 4.06 Additional Covenants with Respect to the Act. The Issuer covenants that it will cause the Trustee to be, or replace the Trustee with, an Eligible Lender under the Act, that it will acquire or cause to be acquired Eligible Loans originated and held only by an Eligible Lender and that it will not dispose of or deliver any Financed Eligible Loans or any security interest in any such Financed Eligible Loans to any party who is not an Eligible Lender so long as the Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of Guaranteed Eligible Loans; provided, however, that nothing above shall prevent the Issuer from delivering the Eligible Loans to the Servicer or the Guarantee Agency. The Registered Owners of the Notes shall not in any circumstances be deemed to be the owner or holder of the Guaranteed Eligible Loans.

          The Issuer, or the Issuer Administrator on behalf of the Issuer, shall be responsible for each of the following actions with respect to the Act:

          (a) dealing with the Secretary with respect to the rights, benefits and obligations under the Certificates of Insurance and the Contract of Insurance, and the Issuer shall be responsible for dealing with the Guaranty Agencies with respect to the rights, benefits and obligations under the Guarantee Agreements with respect to the Financed Eligible Loans;

          (b) cause to be diligently enforced, and cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Financed Eligible Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due thereunder (as such payments may be adjusted to take into account (i) any discount that the Issuer or the Issuer Administrator on its behalf may cause to be made available to borrowers who make payments on Financed Eligible Loans through automatic withdrawal or (ii) any reduction in interest payable on Financed Eligible Loans provided for in any borrower incentive or other special program under which such Financed Eligible Loans were originated) and all Interest Benefit Payments, insurance, guarantee and default claims and Special Allowance Payments which relate to such Financed Eligible Loans;

          (c) cause the Financed Eligible Loans to be serviced by entering into one or more Servicing Agreements or other agreements with one or more Servicers for the collection of payments made for, and the administration of the accounts of, the Financed Eligible Loans;

          (d) comply, and cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to the Financed Eligible Loans;

          (e) cause the benefits of the Guarantee Agreements, the Interest Benefit Payments and the Special Allowance Payments to flow to the Trustee; provided that the Trustee shall have no liability for actions taken at the direction of the Issuer or the Issuer Administrator, except for negligence or willful misconduct in the performance of its express duties hereunder and 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; and

          (f) cause each Financed Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1) of the Act to be acquired pursuant to a Student Loan Purchase Agreement with a Seller containing language similar to the following:

           "The Seller hereby represents and warrants that the Seller is transferring all of its right title and interest in the MPN Loan to the Eligible Lender Trustee on behalf of the Issuer, that it has not assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that the Seller has reacquired) to any person other than the Eligible Lender Trustee on behalf of the Issuer, and that no prior holder of the MPN Loan has assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other than a predecessor in title to the Seller. The Seller hereby covenants that the Seller shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. The Seller hereby authorizes either the Issuer or the Trustee to file a UCC-1 financing statement identifying the Issuer as debtor and the Trustee as secured party and describing the MPN Loan sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Trustee's interest in the MPN Loans and shall not be deemed to contradict the express intent of the Seller and the Eligible Lender Trustee that the transfer of MPN Loans under this Agreement is an absolute assignment of such MPN Loans and is not a transfer of such MPN Loans as security for a debt."

          The Trustee shall not be deemed to be the designated agent for the purposes of this Section 4.06 unless it has agreed in writing to be such agent.

          Section 4.07 Financed Eligible Loans; Collections Thereof; Assignment Thereof. The Issuer, through the Servicers, shall diligently collect all principal and interest payments on all Financed Eligible Loans (as such payments may be adjusted to take into account (i) any discount that the Issuer or the Issuer Administrator on its behalf may cause to be made available to borrowers who make payments on Financed Eligible Loans through automatic withdrawal or (ii) any reduction in interest payable on Financed Eligible Loans provided for in any borrower incentive or other special program under which such Financed Eligible Loans were originated), and all Interest Benefit Payments, insurance, guarantee and default claims and Special Allowance Payments which relate to such Financed Eligible Loans. The Issuer shall cause the filing and assignment of such claims (prior to the timely filing deadline for such claims under the Regulations) by the Servicers. The Issuer will comply with the Act and Regulations which apply to the Program and to such Financed Eligible Loans.

          Section 4.08 Appointment of Agents, Direction to Trustee, Etc. The Issuer shall employ and appoint all employees, agents, consultants and attorneys which it may consider necessary. No member or officer of the Issuer Administrator, either singly or collectively, shall be personally liable for any act or omission not willfully fraudulent or mala fide. The Issuer hereby directs the Trustee to enter into this Indenture, the Administration Agreement, the Custodian Agreements, the Verification Agent Agreement, the Derivative Product Agreements, and each Investment Agreement.

          Section 4.09 Capacity to Sue. The Issuer shall have the power and capacity to sue and to be sued on matters arising out of or relating to the financing of the Financed Eligible Loans.

          Section 4.10 Continued Existence; Successor to Issuer. The Issuer agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a Delaware statutory trust, except as otherwise permitted by this Section 4.10. The Issuer further agrees that it will not (a) sell, transfer or otherwise dispose of all or substantially all, of its assets (except Financed Eligible Loans if such sale, transfer or disposition will discharge this Indenture in accordance with Article X hereof); (b) consolidate with or merge into another entity; or (c) permit one or more other entities to consolidate with or merge into it.

          Section 4.11 Amendment of Student Loan Purchase Agreements. The Issuer shall notify the Trustee in writing of any proposed amendments to any existing Student Loan Purchase Agreement. No such amendment shall become effective unless and until the Issuer obtains a Rating Agency Confirmation and the Trustee consents in writing to such amendment. The consent of the Trustee shall not be unreasonably withheld and shall not be withheld if the Trustee receives an opinion of counsel acceptable to them that such an amendment is required by the Act and is not prejudicial to the Registered Owners or any Counterparties. Notwithstanding the foregoing, however, the Trustee shall consent to an amendment from time to time so long as it is not materially prejudicial to the interests of the Registered Owners or any Counterparties, and the Trustee may rely on an opinion of counsel to such effect.

           Section 4.12 Representations; Negative Covenants.

          (a) The Issuer hereby makes the following representations and warranties to the Trustee for the benefit of the Registered Owners and, in the case of clauses (i) through (vii) below, inclusive, any Counterparties, on which the Trustee relies in authenticating the Notes and on which the Registered Owners have relied in purchasing the Notes. Such representations and warranties shall survive the transfer and assignment of the Trust Estate to the Trustee.

          (i) Organization and Good Standing. The Issuer is duly organized and validly existing as a statutory trust under the laws of the State, and has the power to own its assets and to transact the business in which it presently engages.

          (ii) Due Qualification. The Issuer is duly qualified to do business and is in good standing, and has obtained all material necessary licenses and approvals, in all jurisdictions where the failure to be so qualified, have such good standing or have such licenses or approvals would have a material adverse effect on the Issuer's business and operations or in which the actions as required by this Indenture require or will require such qualification.

          (iii) Authorization. The Issuer has the power, authority and legal right to create and issue the Notes, to execute, deliver and perform this Indenture and the Derivative Product Agreements and the other Basic Documents to which it is a party, and to grant a security interest in the Trust Estate to the Trustee and any Counterparties and the creation and issuance of the Notes, execution, delivery and performance of this Indenture and the other Basic Documents to which it is a party, and grant of a security interest in the Trust Estate to the Trustee have been duly authorized by the Issuer by all necessary statutory trust action.

          (iv) Binding Obligation. This Indenture and the Derivative Product Agreements and the other Basic Documents to which it is a party, assuming due authorization, execution and delivery by the Trustee and the other parties to such Basic Documents, the Notes in the hands of the Registered Owners thereof are and will be legal, valid and binding special limited obligations of the Issuer secured by and payable solely from the Trust Estate, enforceable against the Issuer in accordance with their terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether a proceeding at law or in equity.

          (v) No Violation. The consummation of the transactions contemplated by this Indenture and the other Basic Documents to which the Issuer is a party and the fulfillment of the terms hereof and thereof does 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 the organizational documents of the Issuer, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Indenture, nor violate any law or any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties.

          (vi) No Proceedings. There are no proceedings, injunctions, writs, restraining orders or investigations to which the Issuer or any of the Issuer's Affiliates is a party pending, or, to the best of the Issuer's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Indenture and the other Basic Documents to which the Issuer is a party, (B) seeking to prevent the issuance of any Notes or the consummation of any of the transactions contemplated by this Indenture and the other Basic Documents to which the Issuer is a party or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of this Indenture and the other Basic Documents to which the Issuer is a party.

          (vii) Approvals. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required on the part of the Issuer in connection with the execution and delivery of this Indenture and the Derivative Product Agreements and any other Basic Documents to which the Issuer is a party, and the creation and issuance of the Notes, have been taken or obtained on or prior to the Closing Date.

          (viii) Place of Business. The Issuer's place of business and chief executive office is located in Wilmington, Delaware and the Issuer has had no other chief executive office.

          (ix) Tax and Accounting Treatment. The Issuer intends to treat the transactions contemplated by the Student Loan Purchase Agreements as an absolute transfer rather than as a pledge of the Financed Eligible Loans from the Seller for federal income tax and financial accounting purposes and the Issuer will be treated as the owner of the Financed Eligible Loans for all purposes. The Issuer further intends to treat the Notes as its indebtedness for federal income tax and financial accounting purposes.

          (x) Taxes. The Issuer has filed (or caused to be filed) all federal, state, county, local and foreign income, franchise and other tax returns required to be filed by it through the date hereof, and has paid all taxes reflected as due thereon. There is no pending dispute with any taxing authority that, if determined adversely to the Issuer, would result in the assertion by any taxing authority of any material tax deficiency, and the Issuer has no knowledge of a proposed liability for any tax year to be imposed upon such entity's properties or assets for which there is not an adequate reserve reflected in such entity's current financial statements.

          (xi) Legal Name. The legal name of the Issuer is "College Loan Corporation Trust 2005-2" and has not changed since its inception. The Issuer has no trade names, fictitious names, assumed names or "dba's" under which it conducts its business and has made no filing in respect of any such name.

          (xii) Business Purpose. The Issuer has acquired the Financed Eligible Loans conveyed to it under a Student Loan Purchase Agreement for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as an agent of any other person. The Issuer has no subsidiaries, has adopted and operated consistently with all requirements for statutory trusts under the laws of the State with respect to its operations and has engaged in no other activities other than those specified in this Indenture and the Student Loan Purchase Agreements and in accordance with the transactions contemplated herein and therein.

          (xiii) Compliance with Laws. The Issuer is in compliance with all applicable laws and regulations with respect to the conduct of its business and has obtained and maintains all permits, licenses and other approvals as are necessary for the conduct of its operations.

          (xiv) Valid Business Reasons; No Fraudulent Transfers. The transactions contemplated by this Indenture are in the ordinary course of the Issuer's business and the Issuer has valid business reasons for granting the Trust Estate pursuant to this Indenture. At the time of each such grant: (A) the Issuer granted the Trust Estate to the Trustee without any intent to hinder, delay or defraud any current or future creditor of the Issuer; (B) the Issuer was not insolvent and did not become insolvent as a result of any such grant; (C) the Issuer was not engaged and was not about to engage in any business or transaction for which any property remaining with such entity was an unreasonably small capital or for which the remaining assets of such entity are unreasonably small in relation to the business of such entity or the transaction; (D) the Issuer did not intend to incur, and did not believe or should not have reasonably believed, that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration paid received by the Issuer for the grant of the Trust Estate was reasonably equivalent to the value of the related grant.

          (xv) No Management of Affairs of Seller. The Issuer is not and will not be involved in the day-to-day management of the Seller, the Issuer Administrator, the Sponsor or any Affiliate.

          (xvi) No Transfers with Seller or Affiliates. Other than the acquisition of assets and the transfer of any Notes pursuant to this Indenture, the Issuer does not engage in and will not engage in any transactions with the Seller or any of the Seller's Affiliates, except as provided in the Basic Documents.

          (xvii) Ability to Perform. There has been no material impairment in the ability of the Issuer to perform its obligations under this Indenture.

          (xviii) Financial Condition. No material adverse change has occurred in the Issuer's financial status since the date of its formation.

          (xix) Event of Default. No Event of Default has occurred and no event has occurred that, with the giving of notice, the passage of time, or both, would become an Event of Default.

          (xx) Acquisition of Financed Eligible Loans Legal. The Issuer has complied with all applicable federal, state and local laws and regulations in connection with its acquisition of the Financed Eligible Loans from the Seller.

          (xxi) No Material Misstatements or Omissions. No information, certificate of an officer, statement furnished in writing or report delivered to the Trustee, the Servicer, any Registered Owner, any Counterparty or any underwriter of the Notes by the Issuer contains any untrue statement of a material fact or omits a material fact necessary to make such information, certificate, statement or report not misleading.

          (b) The Issuer will not:

          (i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture;

          (ii) claim any credit on, or make any deduction from, the principal amount of any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

          (iii) except as otherwise provided herein, dissolve or liquidate in whole or in part, except with the prior written consent of the Trustee, and to the extent Notes remain Outstanding, approval of the Registered Owners and a Rating Agency Confirmation and, to the extent a Derivative Product Agreement is Outstanding, approval of any Counterparties;

          (iv) permit the validity or effectiveness of this Indenture, any Supplement or any grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby;

          (v) except as otherwise provided herein, permit any lien, charge, security interest, mortgage or other encumbrance to be created on a parity with, subordinate to or prior to the lien of this Indenture or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof;

          (vi) take any action or fail to take any action that would result in the lien of this Indenture or the priority of that lien for the obligations secured thereby being lost or impaired;

          (vii) incur or assume any indebtedness or guarantee any indebtedness of any Person whether secured by any Financed Eligible Loans under this Indenture or otherwise, except for such obligations as may be incurred by the Issuer in connection with the issuance of the Notes pursuant to this Indenture and unsecured trade payables in the ordinary course of its business;

          (viii) operate such that it would be consolidated with its Sponsor or any other Affiliate and its separate existence disregarded in any federal or state proceeding;

          (ix) act as agent of any Seller or, except as provided in the Basic Documents, allow the Seller to act as its agent;

          (x) allow the Seller or its parent or any other Affiliate to pay its expenses, guarantee its obligations or advance funds to it for payment of expenses;

          (xi) consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer; or the Issuer shall not consent to the appointment of a receiver, conservator or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property; or admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

          (xii) without obtaining a Rating Agency Confirmation permit the Servicing Administrator to be the primary servicer on any Financed Eligible Loan.

          (c) The Issuer hereby makes the following representations and warranties as to the Trust Estate which is granted to the Trustee hereunder on such date, on which the Trustee relies in accepting the Trust Estate. Such representations and warranties shall survive the grant of the Trust Estate to the Trustee pursuant to this Indenture:

          (i) Financed Eligible Loans. Each Financed Eligible Loan acquired by the Issuer shall constitute an Eligible Loan and contain the characteristics found in a Student Loan Purchase Agreement. Notwithstanding the definition of "Eligible Loans" herein, the Issuer covenants that no more than 20% of each purchase of Eligible Loans will be made up of Eligible Loans delinquent by more than 30 days, and no Financed Eligible Loan will be subject to any borrower incentive or other special program that provides for the reduction in interest or principal payable on such Financed Eligible Loan in amounts in excess of, or on terms more favorable than, those described in Exhibit F;

          (ii) Grant. It is the intention of the Issuer that the transfer herein contemplated constitutes a grant of the Financed Eligible Loans to the Trustee;

          (iii) All Filings Made. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Trustee a first priority perfected security interest in the Trust Estate, including the Financed Eligible Loans, shall have been made no later than 10 days after the Closing Date and copies of the file-stamped financing statements shall be delivered to the Trustee promptly following receipt by the Issuer or its agent from the appropriate secretary of state or other public official. The Issuer has not caused, suffered or permitted any lien, pledges, offsets, defenses, claims, counterclaims, charges or security interest with respect to the Financed Eligible Loans (other than the security interest created in favor of the Trustee and any Counterparties) to be created;

          (iv) Transfer Not Subject to Bulk Transfer Act. Each grant of the Financed Eligible Loans by the Issuer pursuant to this Indenture is not subject to the bulk transfer act or any similar statutory provisions in effect in any applicable jurisdiction;

          (v) Payment or Adequate Provision for Payment to be Made. The Issuer will cause to be paid, or will make adequate provision for the satisfaction and discharge of, all lawful claims and demands which, if unpaid, might by law be given precedence to or any equality with this Indenture as a lien or charge on the Financed Eligible Loans; and

          (vi) No Transfer Taxes Due. Each grant of the Financed Eligible Loans (including all payments due or to become due thereunder) by the Issuer pursuant to this Indenture is not subject to and will not result in any tax, fee or governmental charge payable by the Issuer or the Seller to any federal, state or local government.

           Section 4.13 Additional Covenants. So long as any of the Notes are Outstanding:

          (a) The Issuer shall not engage in any business or activity other than in connection with the activities contemplated hereby and in the Student Loan Purchase Agreements, and in connection with the issuance of Notes.

          (b) The Issuer 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 except as otherwise provided herein.

          (c) The funds and other assets of the Issuer shall not be commingled with those of any other individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

          (d) The Issuer shall not be, become or hold itself out as being liable for the debts of any other party.

          (e) The Issuer shall not form, or cause to be formed, any subsidiaries.

          (f) The Issuer shall act solely in its own name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned.

          (g) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the statutes) inside or outside the State at such place or places as may be designated from time to time by the provisions of the Trust Agreement.

          (h) All actions of the Issuer shall be taken by an Authorized Representative.

          (i) The Issuer shall not amend, alter, change or repeal any provision contained in this Section 4.13 without (i) the prior written consent of the Trustee and (ii) a Rating Agency Confirmation (a copy of which shall be provided to the Trustee).

          (j) The Issuer shall not amend its Certificate of Trust or its Trust Agreement without first obtaining a Rating Agency Confirmation.

          (k) All audited financial statements of the Issuer that are consolidated with those of any Affiliate thereof will contain detailed notes clearly stating that (i) all of the Issuer's assets are owned by the Issuer, and (ii) the Issuer is a separate entity with creditors who have received ownership and/or security interests in the Issuer's assets.

          (l) The Issuer will strictly observe legal formalities in its dealings with the Seller, the Sponsor or any Affiliate thereof, and funds or other assets of the Issuer will not be commingled with those of the Seller, the Sponsor or any other Affiliate thereof. The Issuer shall not maintain joint bank accounts or other Depository accounts to which the Seller, the Sponsor or any other Affiliate has independent access. None of the Issuer's funds will at any time be pooled with any funds of the Seller, the Sponsor or any other Affiliate.

          (m) The Issuer will maintain an arm's length relationship with the Seller (and any Affiliate). Any Person that renders or otherwise furnishes services to the Issuer will be compensated by the Issuer at market rates for such services it renders or otherwise furnishes to the Issuer except as otherwise provided in this Indenture. Except as contemplated in the Basic Documents, the Issuer will not hold itself out to be responsible for the debts of the Seller, the parent or the decisions or actions respecting the daily business and affairs of the Seller or parent.

          Section 4.14 Providing of Notice. The Issuer, upon learning of any failure on its part to observe or perform in any material respect any covenant, representation or warranty of the Issuer set forth in this Indenture, the Derivative Product Agreements or the applicable Student Loan Purchase Agreements, or of any failure on the part of the Seller, College Loan Corporation, College Loan Warehouse LLC, College Loan Gold Funding LLC or College Loan Royal Funding LLC to observe or perform in any material respect any covenant, representation or warranty of the Seller, College Loan Corporation, College Loan Warehouse LLC, College Loan Gold Funding LLC or College Loan Royal Funding LLC set forth in the applicable Student Loan Purchase Agreements, shall promptly notify the Trustee, the Servicing Administrator and each Rating Agency of such failure.

           Section 4.15 Certain Reports.

          (a) The Issuer will:

          (i) 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) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;

          (ii) 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 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

          (iii) transmit by mail to the Registered Owners of Notes and any Counterparties, 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 pursuant to clauses (a) and (b) of this Section 4.15 as may be required by rules and regulations prescribed from time to time by the Commission.

          (b) The Trustee shall mail to each Registered Owner and any Counterparty, within 60 days after each December 31 beginning with the December 31 following the date of this Indenture, a brief report as of such December 31 that complies with TIA Section 313(a) if required by said section. The Trustee shall also comply with TIA Section 313(b). A copy of each such report required pursuant to TIA Section 313(a) or (b) shall, at the time of such transaction to Registered Owners and any Counterparty, be filed by the Trustee with the Commission and with each securities exchange, if any, upon which the Notes are listed, provided that the Issuer has previously notified the Trustee of such listing.

          (c) Within 15 days after each Quarterly Distribution Date, the Issuer shall prepare, or cause to be prepared, and will forward to the Trustee, an Issuer's Report in the form set forth as Exhibit E hereto with respect to the Notes and the Financed Eligible Loans. Within two Business Days of its receipt of each Issuer's Report, the Trustee will forward it to (i) each Registered Owner (which, so long as the Notes are held in book-entry form, shall be the Clearing Agency or its nominee) and any Counterparty by mail , and (ii) upon the written request of a Noteholder sent to the Principal Office of the Trustee, to such Noteholder.

          The Trustee may conclusively rely and accept such reports from the Issuer as fulfilling the requirements of this Section 4.15, with no further duty to know, determine or examine such reports or comply with the prescribed timing, rules and regulations of the Commission.

          Section 4.16 Statement as to Compliance. The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from an Authorized Representative including (a) a current list of the Authorized Representatives, and (b) a statement indicating whether or not to the knowledge of the signers thereof 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 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

          Section 4.17 Representations of the Issuer Regarding the Trustee's Security Interest. The Issuer hereby represents and warrants for the benefit of the Trustee and the Registered Owners and any Counterparties 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 Eligible Loans and all other assets constituting part of the Trust Estate 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 Issuer;

          (b) The Financed Eligible Loans constitute "accounts" within the meaning of the applicable UCC;

          (c) The Issuer owns and has good and marketable title to the Financed Eligible Loans and all other assets constituting part of the Trust Estate free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any Person, other that those granted pursuant to this Indenture;

          (d) The Issuer has caused or will have caused, within ten days after the Closing Date, 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 Eligible Loans and all other assets of the Trust Estate granted to the Trustee hereunder;

          (e) The Issuer has given the Trustee a copy of a written acknowledgment from each Custodian that such Custodian is holding executed copies of the promissory notes and master promissory notes that constitute or evidence the Financed Eligible Loans, and that such Custodian is holding such solely on behalf and for the benefit of the Trustee; and

          (f) 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 Eligible Loans or any other portion of the Trust Estate. 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 Eligible Loans or any other portion of the Trust Estate 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 4.18 Further Covenants of the Issuer Regarding the Trustee's Security Interest. The Issuer hereby covenants for the benefit of the Trustee and the Registered Owners and any Counterparties as follows:

          (a) The representations and warranties set forth in Section 4.17 shall survive the termination of this Indenture;

          (b) The Trustee shall not waive any of the representations and warranties set forth in Section 4.17 above; and

          (c) The Issuer shall take all steps necessary, and shall cause the Servicing Administrator and the Servicers to take all steps necessary and appropriate, to maintain the perfection and priority of the Trustee's security interest in the Financed Eligible Loans and all other assets of the Trust Estate.

           Section 4.19 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, 2006, 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.

ARTICLE V

FUNDS

          Section 5.01 Creation and Continuation of Funds and Accounts. There are hereby created and established the following Funds and Accounts to be held and maintained by the Trustee for the benefit of the Registered Owners and any Counterparties:

          (a) Acquisition Fund;

          (b) Collection Fund;

          (c) Reserve Fund; and

          (d) Capitalized Interest Account.

          The Trustee is hereby authorized for the purpose of facilitating the administration of the Trust Estate and for the administration of any Notes issued hereunder to create further Accounts or Subaccounts in any of the various Funds and Accounts established hereunder which are deemed necessary or desirable.

          Section 5.02 Acquisition Fund. There shall be deposited into the Acquisition Fund moneys from the proceeds of the Notes in an amount equal to $1,338,136,945. Financed Eligible Loans shall be held by the Trustee or its agent or bailee (including a Custodian or Servicer) and shall be pledged to the Trust Estate and accounted for as a part of the Acquisition Fund.

           Moneys on deposit in the Acquisition Fund shall be used, upon Issuer Order, solely to (a) pay costs of issuance of the Notes, (b) on the Closing Date, purchase the Initial Interest Rate Cap Derivative Product Agreement and the Initial LIBOR Derivative Product Agreement, and (c) on the Closing Date and thereafter, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate, to acquire Eligible Loans pursuant to a Student Loan Purchase Agreement at a price not in excess of, in respect of each Eligible Loan, 102.204% of the aggregate principal balance of such Eligible Loan plus accrued borrower interest thereon. If the amount on deposit in the Acquisition Fund on the Quarterly Distribution Date in July 2006 is greater than $2,000,000, the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Acquisition Fund on such Quarterly Distribution Date an amount equal to the excess thereof and to deposit such amount in the Collection Fund. After such transfer, amounts remaining in the Acquisition Fund will be used by the Issuer to acquire any related Add-On Consolidation Loans, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate and all documents and certificates required thereby. On the Quarterly Distribution Date in January 2007 the Issuer Administrator shall instruct the Trustee in writing to withdraw all amounts remaining in the Acquisition Fund on such Quarterly Distribution Date and to deposit such amounts in the Collection Fund.

           While the Issuer will be the beneficial owner of the Financed Eligible Loans and the Registered Owners and any Counterparties will have a security interest therein, it is understood and agreed that the Eligible Lender Trustee will be the legal owner thereof and the Trustee will have a security interest in the Financed Eligible Loans for and on behalf of the Registered Owners and any Counterparties. In the case of a single Financed Eligible Loan evidenced by a separate note, each such note will be held in the name of the Eligible Lender Trustee for the account of the Issuer, for the benefit of the Registered Owners and any Counterparties. In the case of a Financed Eligible Loan evidenced by a Master Promissory Note, the Issuer shall cause the holder of the original Master Promissory Note to indicate by book entry on its books and records that the Issuer is the beneficial owner of the Loan and that the Eligible Lender Trustee is the legal owner and has a security interest in the Financed Eligible Loan for the benefit of the Registered Owners and any Counterparties.

           Except as provided in Sections 5.07, 10.03 and 10.04 hereof, Financed Eligible Loans shall not be sold, transferred or otherwise disposed of (other than for consolidation, serialization or transfer to a Guaranty Agency) by the Trustee free from the lien of this Indenture.

           Section 5.03 Collection Fund.

          (a) Deposits to the Collection Fund. There shall be deposited to the Collection Fund all Available Funds, and all other moneys and investments derived from assets on deposit in and transfers from the Acquisition Fund, the Capitalized Interest Account and the Reserve Fund, all Counterparty Payments and any other amounts deposited thereto upon receipt of an Issuer Order. Moneys on deposit in the Collection Fund shall be used to make the payments described below. The Trustee may conclusively rely on all written instructions of the Issuer Administrator described in this Indenture with no further duty to examine or determine the information contained in any Issuer Administrator's Certificate or Issuer Order.

          (b) Payments on Monthly Payment Dates. The Issuer Administrator shall instruct the Trustee in writing no later than the Business Day preceding each Monthly Payment Date, or on such Monthly Payment Date if the Trustee so consents (based on the information contained in a signed certificate by the Issuer Administrator and the Verification Agent in the form set forth as Exhibit C hereto) to make the following distributions by 1:00 p.m. (New York time) on such Monthly Payment Date, from and to the extent of the Available Funds on deposit in the Collection Fund, in the following priority (provided that the Issuer Administrator may instruct the Trustee to distribute funds pursuant to clause (iv) below as frequently during the month as the Issuer Administrator determines is necessary to finance Add-on Consolidation Loans): (i) to the Department or to a Guarantee Agency, amounts owed in respect of the Financed Eligible Loans; (ii) to the Servicing Administrator, Servicing Administration Fees owed to it for such month and any unpaid Servicing Administration Fees from prior months and to the Issuer Administrator, Administration Fees owed to it for such month but not unpaid Administration Fees from prior months; and (iii) amounts necessary to finance Add-on Consolidation Loans to the extent no funds remain in the Acquisition Fund.

          (c) Payments on Quarterly Distribution Dates. The Issuer Administrator shall instruct the Trustee in writing no later than the Business Day preceding each Quarterly Distribution Date, or on such Quarterly Distribution Date if the Trustee so consents (based on the information contained in a signed certificate by the Issuer Administrator and the Verification Agent, (in the form set forth as Exhibit D hereto)) to make the following deposits and distributions from Available Funds in the Collection Fund to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date and the Trustee shall comply with such instructions (provided, however, that if a Class B Note Interest Trigger is in effect, paragraphs (E) and (F) below shall be reversed):

          (A) to the Department or to a Guarantee Agency, amounts owed with respect to the Financed Eligible Loans;

          (B) to pay to the Servicing Administrator, the Trustee and the Delaware Trustee, pro rata, based on amounts owed to each such party, without preference or priority of any kind, the Servicing Administration Fee (to the extent remaining unpaid following the Monthly Payment Date), the Trustee Fee and the Delaware Trustee Fee, respectively, due on such Distribution Date, in each case, together with such fees remaining unpaid from prior Distribution Dates (and, in the case of the Servicing Administration Fee, prior Monthly Payment Dates);

          (C) to pay to the Issuer Administrator and the Verification Agent, pro rata, based on amounts owed to such party, the Administration Fee due on such Distribution Date and all unpaid Administration Fees from prior Distribution Dates and the Verification Agent Fee due on such Distribution Date and all unpaid Verification Agent Fees from prior Distribution Dates, respectively;

          (D) to pay, pro rata, (i) to the Class A Noteholders of each class for which such date is a Distribution Date, the portion of the Class A Noteholders' Interest Distribution Amount payable to such class on such Distribution Date and (ii) to any Counterparties, any Issuer Derivative Payments arising from Confirmations and any Priority Termination Payments owed to the Counterparties, if any, on such Distribution Date, based on amounts owed to each such party;

          (E) to pay, pro rata, to the Class B Noteholders of each class for which such date is a Distribution Date, the portion of the Class B Noteholders' Interest Distribution Amount payable to such class on such Distribution Date;

          (F) to pay the Class A Noteholders, the Class A Principal Distribution Amount in the following order:

          (1) to pay to the Class A-1 Noteholders until the Class A-1 Notes have been paid in full;

          (2) to pay to the Class A-2 Noteholders until the Class A-2 Notes have been paid in full;

          (3) to pay to the Class A-3 Noteholders until the Class A-3 Notes have been paid in full; and

          (4) to pay to the Class A-4 Noteholders until the Class A-4 Notes have been paid in full;

          (G) on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Quarterly Distribution Date, to pay the Class B Noteholders, the Class B Principal Distribution Amount;

          (H) if the Student Loans are not sold on the Optional Purchase Date or the Trust Auction Date, to pay as accelerated payment of principal to the holders of the Notes, first to the Class A Noteholders in the order and priority described in clause (F) above, until each Class of Notes has been paid in full, and then to the Class B Noteholders until the Class B Notes have been paid in full; provided that if any Issuer Derivative Payments and Termination Payments due to a Counterparty remain unpaid, accelerated payments of principal to the holders of the Notes will only be paid after payment in full of such Issuer Derivative Payments and Termination Payments pursuant to clause (J) below;

          (I) to deposit to the Reserve Fund, the amount, if any, necessary to reinstate the balance of the Reserve Fund up to the Reserve Fund Requirement;

          (J) to pay to any Counterparties, any Issuer Derivative Payments and any Termination Payments (other than Priority Termination Payments) due to the Counterparties, if any, under any Derivative Product Agreements that remain unpaid;

          (K) to pay to the Servicing Administrator, the aggregate unpaid amount of the Carryover Servicing Administration Fee, if any; and

          (L) on each Quarterly Distribution Date, subject to the remaining Sections of this Section 5.03, to pay to the Sponsor any remaining funds.

          Amounts properly distributed to the Sponsor pursuant to paragraph (L) shall be deemed released from the Trust Estate and the security interest therein granted to the Trustee, and the Sponsor shall in no event thereafter be required to refund any such distributed amounts.

          (d) Notice of Redemption and Purchase. Notice of prepayment with respect to any class of Notes shall be given by the Trustee by first-class mail, postage prepaid, mailed by no later than 15 days prior to the Prepayment Date to the Registered Owners of Notes to be prepaid at the address of such Registered Owner 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. So long as any such Notes are maintained in book-entry form, the Trustee shall treat the Clearing Agency as the sole Registered Owner of such Notes. All notices of prepayment shall state (i) the Prepayment Date, (ii) the Prepayment Price, (iii) the name (including class designation), Final Maturity Date and CUSIP number of each of the Notes to be prepaid, (iv) the principal amount of Notes of each class to be prepaid, and, if less than all outstanding Notes of a class are to be prepaid, the identification (and, in the case of partial prepayment, the respective principal amounts) of the Notes of each class to be prepaid, (v) that, on the Prepayment Date, the Prepayment Price 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, (vi) the place or places where such Notes are to be surrendered for payment of the Prepayment Price thereof, and (vii) 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 by the Trustee, in the manner described above, to the Registered Owner of a Note that was not presented for prepayment within 30 days after the Prepayment Date. Following provision of notice, the Prepayment Price will become due and payable on the Prepayment Date, and interest shall cease to accrue on the Notes to be redeemed. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid at the Prepayment Price. 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 interest rate borne by the Note on the Prepayment Date.

          Any Note which is to be redeemed only in part shall be surrendered to the Trustee (with, if the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Registered Owner thereof or his, her or its attorney duly authorized in writing) and an Authorized Representative shall execute and the Trustee shall authenticate and deliver to the Registered Owner of such Note, without service charge, a new Note or Notes of the same class, of any authorized denomination or denominations, in aggregate outstanding principal balance equal to 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 outstanding principal balance. The Trustee shall retain a record of the outstanding principal balance of each Note any portion of the principal of which has been distributed.

          (e) Limitation on Sale of Financed Eligible Loans. Except upon satisfying the Rating Agency Confirmation, the Issuer may direct the Trustee to sell to any purchaser one or more Financed Eligible Loans only in the following circumstances: (i) to the Sponsor or other seller if such party is required to repurchase such Financed Eligible Loan pursuant to a Loan Purchase Agreement; (ii) to a Guaranty Agency under a Guarantee Agreement; (iii) pursuant to Section 10.03 hereof; or (iv) if necessary for administrative purposes or if requested by the borrower corresponding to such Financed Eligible Loan, the Issuer may substitute another Eligible Loan for an existing Financed Eligible Loan if the substituted Eligible Loan has characteristics (including principal amount, maturity date and interest rate) which are substantially similar to the characteristics of the substituted Financed Eligible Loan, and the collective amount of all such substitutions does not exceed $5,000,000. Any money received by the Issuer in connection with a sale of Financed Eligible Loans pursuant to this paragraph shall, in the case of a sale pursuant to (1) clauses (i) and (ii) of the preceding sentence, be deposited into the Collection Fund for application on the immediately succeeding Monthly Payment Date, Quarterly Distribution Date, and (2) clause (iii) of the preceding sentence, be applied as set forth in Section 10.03 hereof. Notwithstanding the foregoing, except pursuant to Section 10.03 hereof, the Issuer may not direct the Trustee to sell any Financed Eligible Loans to the Sponsor (unless the Sponsor is required to repurchase such Eligible Loan pursuant to a Loan Purchase Agreement).

           Section 5.04 Reserve Fund.

          (a) On the Closing Date, the Trustee shall deposit $3,281,255 into the Reserve Fund. Thereafter, the Trustee shall transfer to the Reserve Fund from the Collection Fund all amounts designated for transfer thereto pursuant to Section 5.03(c)(H) hereof.

          (b) On each Monthly Payment Date or Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more of the transfers required by Sections 5.03(b) and 5.03(c)(A) through (c)(E), and after giving effect to any transfers from the Capitalized Interest Account to the Collection Fund on such Monthly Payment Date or Distribution Date, as the case may be, then the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Monthly Payment Date or Distribution Date, as the case may be, an amount equal to such deficiency and to deposit such amount in the Collection Fund. Additionally, if on the Final Maturity Date for a class of Notes, and after giving effect to the distribution of the Available Funds on such Final Maturity Date, the principal amount of such class of Notes will not be reduced to zero, the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Final Maturity Date an amount equal to the amount needed to reduce the principal amount of such class of Notes to zero and to deposit such amount in the Collection Fund for application to payment of the outstanding principal balance of such class of Notes.

          (c) After giving effect to Section 5.04(b) above, if the amount on deposit in the Reserve Fund on any Distribution Date is (i) greater than the Reserve Fund Requirement for such Distribution Date, the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Distribution Date an amount equal to such excess and to deposit such amount in the Collection Fund; or (ii) equal to or greater than the Minimum Purchase Amount, the amounts in the Reserve Fund shall be transferred to the Collection Fund for application of payment pursuant to Section 5.03(c).

          (d) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than unpaid Issuer Derivative Payments and Carryover Servicing Administration Fees) owing or to be distributed hereunder to Noteholders, the Trustee, the Servicing Administrator, the Issuer Administrator, the Delaware Trustee or any Counterparties (excluding Termination Payments other than Priority Termination Payments), to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Fund shall be used first to pay any unpaid Issuer Derivative Payments and Termination Payments and second to pay any Carryover Servicing Administration Fees. Any amount remaining on deposit in the Reserve Fund after such payments have been made shall be distributed to the Sponsor. The Sponsor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.04(d).

          Section 5.05 Capitalized Interest Account. (a) On the Closing Date, the Trustee shall deposit $55,000,000 into the Capitalized Interest Account. On each Monthly Payment Date or Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more of the transfers required by Sections 5.03(b) and 5.03(c)(A) through (c)(E), before giving effect to any transfers from the Reserve Fund to the Collection Fund on such Monthly Payment Date or Distribution Date, as the case may be, then the Issuer Administrator shall instruct the Trustee in writing no later than three (3) Business Days prior to withdraw from the Capitalized Interest Account on such Monthly Payment Date or Distribution Date, as the case may be, an amount equal to such deficiency and to deposit such amount in the Collection Fund.

          (b) After giving effect to Section 5.05(a) above, on September 30, 2009 the Trustee shall, at the written directions of the Issuer Administrator, withdraw all amounts remaining in the Capitalized Interest Account on such date and deposit such amounts in the Collection Fund.

          Section 5.06 Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative of the Issuer, to the fullest extent practicable and reasonable, in Investment Securities which shall mature or be redeemable at par at the option of the holder prior to the next Monthly Payment Date. In the absence of any such direction and to the extent practicable, the Trustee may invest amounts held hereunder in those Investment Securities described in clause (ix) of the definition of the Investment Securities. All such investments shall be held by (or by any Custodian on behalf of) the Trustee for the benefit of the Issuer; provided that prior to or on the Business Day preceding each Distribution Date and Monthly Payment Date all interest and other investment income collected (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. The Trustee and the Issuer hereby agree that unless an Event of Default shall have occurred hereunder, the Issuer acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction.

          To the extent any notice as to the making of an investment or the withdrawal of funds is required pursuant to the terms and conditions of any Investment Securities meeting the criteria set forth in clause (vi) of such defined term, the Issuer Administrator shall deliver such notice to the Trustee no later than the Business Day such notice is due thereunder. Any damages, expenses or losses incurred by the Trustee in connection with the failure to provide such notice as required shall be paid by the Issuer.

          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 Subaccounts or combination thereof, and the Trustee shall inform the Issuer of the details of all such investments. Upon direction in writing (or orally, confirmed in writing) from an Authorized Representative of the Issuer, the Trustee shall use its best efforts to sell at the best price obtainable, or present for redemption, any Investment Securities purchased by it as an investment whenever it shall be necessary to provide money to meet any payment from the applicable Fund. The Trustee shall advise the Issuer in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Issuer), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par value thereof, plus accrued but unpaid interest at the time thereof.

          Money in any Fund constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased. The Trustee and its Affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities.

          Notwithstanding the foregoing, the Trustee shall not be responsible or liable for any losses on investments made by it hereunder or for keeping all Funds held by it, fully invested at all times, its only responsibility being to comply with the investment instructions of the Issuer or its designee in a non-negligent manner.

          The Issuer acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of security transactions, the Issuer waives receipt of such confirmations.

          Any investment of funds in Investment Securities shall be held by a financial institution in accordance with the following requirements:

          (i) all Investment Securities shall be held in an account with such financial institution in the name of the Trustee;

          (ii) all Investment Securities held in such account shall be delivered to the Trustee in the following manner:

          (A) 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 Uniform Commercial Code in effect in the applicable jurisdiction (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;

          (B) with respect to a "certificated security" (as defined in Section 8-102(a)(4) of the UCC), transferred:

          (1) by physical delivery of such certificated security to the Trustee, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Trustee or indorsed in blank;

          (2) 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 indorsed to the Trustee by an effective endorsement;

          (C) 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;

          (D) with respect to any "uncertificated security" (as defined in Section 8-102(a)(18) of the UCC) that is not governed by clause (C) above, transferred:

          (1)      (a) by registration to the Trustee as the registered owner thereof, on the books and records of the issuer thereof, or

                     (b) 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

          (2) by the issuer thereof having agreed that it will comply with instructions originated by the Trustee without further consent of the registered owner thereof;

          (E) with respect to any "security entitlement" (as defined in Section 8-102(a)(17) of the UCC):

          (1) if a securities intermediary

                     (a) 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),

                     (b) 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),

                     (c) becomes obligated under other law, regulation or rule to credit a financial asset to the Trustee's securities account, or

                     (d) 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

          (2) such financial asset either is such Investment Security or a security entitlement evidencing a claim thereto; and

          (F) in each case of delivery contemplated pursuant to clauses (A) through (E) 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 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.

          The Issuer Administrator, on behalf of the Issuer, shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Investment Securities held hereunder, and, in general, to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

           Section 5.07 Release.

          (a) The Trustee shall, upon Issuer Order and subject to the provisions of this Indenture, take all actions reasonably necessary to effect the release of any Financed Eligible Loans from the lien of this Indenture to the extent the terms hereof permit the sale, disposition or transfer of such Financed Eligible Loans.

          (b) Subject to the payment of its fees and expenses pursuant to Sections 7.05 and 7.07, 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 V 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.

          (c) The Trustee shall, at such time as there are no Notes Outstanding and all sums due the Trustee pursuant to Sections 7.05 and 7.07 and all amounts payable to the Servicing Administrator, the Issuer Administrator, the Delaware Trustee and any Counterparties have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Funds and Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this Section 5.07(c) only in accordance with, and upon receipt of, an Issuer Order, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1).

          (d) Subject to the provisions of this Indenture, the Trustee shall release property from the lien of this Indenture only in accordance with, and 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.

          (e) Each Registered Owner, by the acceptance of a Note, acknowledges that from time to time the Trustee shall release the lien of this Indenture on any Financed Eligible Loan to be sold to (i) the Seller in accordance with the applicable Student Loan Purchase Agreement; (ii) to the Servicer in accordance with the Servicing Agreement; and (iii) to another eligible lender holding one or more serial loans with respect to such Financed Eligible Loan, in accordance with the Servicing Agreement, and each Registered Owner, by the acceptance of a Note, consents to any such release.

ARTICLE VI

DEFAULTS AND REMEDIES

           Section 6.01 Events of Default Defined. For the purpose of this Indenture, the following events are hereby defined as, and are declared to be, "Events of Default":

          (a) (i) default in the due and punctual payment of any interest on any Class A Note when the same becomes due and payable, and such default shall continue for a period of five (5) days or (ii) if no Class A Notes are Outstanding, default in the due and punctual payment of any interest on any Class B Note when the same becomes due and payable, and such default shall continue for a period of five (5) days;

          (b) default in the due and punctual payment of the principal of any Note when the same becomes due and payable on the related Final Maturity Date;

          (c) default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Issuer to be kept, observed and performed contained in this Indenture or in the Notes, and continuation of such default for a period of 90 days after written notice thereof by the Trustee to the Issuer; and

          (d) the occurrence of an Event of Bankruptcy.

          Any notice herein provided to be given to the Issuer with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Person to be notified, addressed to such Person at the mailing address as shown in Section 9.01 of this Indenture or such other address as may hereafter be given as the Principal Office of the Issuer in writing to the Trustee by an Authorized Representative of the Issuer. The Trustee may give any such notice in its discretion and shall give such notice if requested to do so in writing by the Registered Owners of at least 51% of the Outstanding Amount of the Highest Priority Obligations.

          Section 6.02 Remedy on Default; Possession of Trust Estate. Subject to Sections 7.05, 7.07 and 6.09 hereof, upon the happening and continuance of any Event of Default, the Trustee or by its attorneys or agents may enter into and upon and take possession of such portion of the Trust Estate as shall be in the custody of others, and all property comprising the Trust Estate, and each and every part thereof, and exclude the Issuer and its agents, servants and employees wholly therefrom, and have, hold, use, operate, manage, and control the same and each and every part thereof, and in the name of the Issuer or otherwise, as they shall deem best, conduct the business thereof and exercise the privileges pertaining thereto and all the rights and powers of the Issuer and use all of the then existing Trust Estate for that purpose, and collect and receive all charges, income and Available Funds of the same and of every part thereof, and after deducting therefrom all expenses incurred hereunder and all other proper outlays herein authorized, and all payments which may be made as just and reasonable compensation for its own services, and for the services of its attorneys, agents, and assistants, the Trustee shall apply the rest and residue of the money received by the Trustee as follows (provided, however, in the case of an Event of Default described in Section 6.01(c), priorities FOURTH and FIFTH below shall be reversed):

           FIRST, to the Trustee, the Eligible Lender Trustee and the Delaware Trustee, any Trustee Fee or expenses (including indemnity payments claimed by the Trustee), and any Delaware Trustee Fee or expenses (including indemnity payments claimed by the Delaware Trustee), respectively, due and owing;

           SECOND, to the Servicing Administrator, the Issuer Administrator and the Verification Agent, pro rata, without preference or priority of any kind, according to the amounts due and payable to each such party, any Servicing Administration Fees, Administration Fees and Verification Agent Fees, respectively, due to each such party and remaining unpaid;

           THIRD, pro rata, to (i) each Counterparty, in proportion to its entitlements under the Confirmation relating to its respective Derivative Product Agreement and any Priority Termination Payments owing to such Counterparty and (ii) to the Class A Noteholders of each class for amounts due and unpaid on each such class of Class A Notes for interest, pro rata, without preference or priority of any kind, according to the amounts due and payable on each such class of Class A Notes for such interest;

           FOURTH, to Class A Noteholders for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal;

          FIFTH, to Class B Noteholders of each class for amounts due and unpaid on each such class of Class B Notes for interest, pro rata, without preference or priority of any kind, according to the amounts due and payable on each such class of Class B Notes for such interest;

          SIXTH, to Class B Noteholders of each class for amounts due and unpaid on each such Class B Notes for principal, pro rata without preference or priority of any kind, according to the amounts due and payable on each such class of Class B Notes for principal;

          SEVENTH, to each Counterparty, in proportion to the respective entitlements under the respective Derivative Product Agreement, for any due and unpaid Issuer Derivative Payments or Termination Payments;

           EIGHTH, to the Servicing Administrator, for any unpaid Carryover Servicing Administration Fees; and

           NINTH, to the Issuer, for distribution in accordance with the terms of the Administration Agreement and the Trust Agreement.

          The Trustee may fix a record date and payment date for any payment to Registered Owners and any Counterparties pursuant to this Section 6.02. At least 15 days before such record date, the Trustee shall mail to each Counterparty and each Registered Owner (provided, that so long as the Notes remain in book-entry form, the only Registered Owner shall be the Clearing Agency or its nominee) and the Issuer a notice that states the record date, the payment date and the amount to be paid.

          Section 6.03 Remedies on Default; Advice of Counsel. Upon the happening of any Event of Default, the Trustee may proceed to protect and enforce the rights of the Trustee and the Registered Owners and any Counterparties in such manner as counsel for the Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as, in the opinion of such counsel, may be more effectual to protect and enforce the rights aforesaid.

          Section 6.04 Remedies on Default; Sale of Trust Estate. Upon the happening of any Event of Default and if the principal of all of the Outstanding Obligations shall have been declared due and payable, then and in every such case, and irrespective of whether other remedies authorized shall have been pursued in whole or in part, the Trustee may sell, with or without entry, to the highest bidder the Trust Estate, and all right, title, interest, claim and demand thereto and the right of redemption thereof, at any such place or places, and at such time or times and upon such notice and terms as may be required by law. Upon such sale the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the Issuer and all Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, necessity, expediency or regularity of any such sale. The Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Issuer, in its name and stead, to make and execute all bills of sale, instruments of assignment and transfer and such other documents of transfer as may be necessary or advisable in connection with a sale of all or part of the Trust Estate, but the Issuer, if so requested by the Trustee, shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary, or in the judgment of the Trustee, proper for the purpose which may be designated in such request. In addition, the Trustee may proceed to protect and enforce the rights of the Trustee and the Registered Owners and any Counterparties in such manner as counsel for the Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as may in the opinion of such counsel, be more effectual to protect and enforce the rights aforesaid. The Trustee shall take any such action or actions if requested to do so in writing by the Registered Owners and any Counterparties of at least 51% of the Outstanding Amount of the Highest Priority Obligations at the time Outstanding. However, in the case of an Event of Default described in Section 6.01(c), the Trustee may take such action or actions only if requested to do so in writing by the Registered Owners and any Counterparties of all Obligations at the time Outstanding unless the net proceeds received by the Trustee from selling the Trust Estate are sufficient to pay all amounts owed to all the Registered Owners and any Counterparties.

          Section 6.05 Appointment of Receiver. In case an Event of Default occurs, and if all of the Outstanding Obligations shall have been declared due and payable and in case any judicial proceedings are commenced to enforce any right of the Trustee or of the Registered Owners or of any Counterparties under this Indenture or otherwise, then as a matter of right, the Trustee shall be entitled to the appointment of a receiver of the Trust Estate and of the earnings, income or revenue, rents, issues and profits thereof with such powers as the court making such appointments may confer.

          Section 6.06 Restoration of Position. In case the Trustee shall have proceeded to enforce any rights under this Indenture by sale or otherwise, and such proceedings shall have been discontinued, or shall have been determined adversely to the Trustee, then and in every such case to the extent not inconsistent with such adverse decree, the Issuer, the Trustee, the Registered Owners and any Counterparties shall be restored to their former respective positions and the rights hereunder in respect to the Trust Estate, and all rights, remedies and powers of the Trustee and of the Registered Owners and of any Counterparties shall continue as though no such proceeding had been taken.

          Section 6.07 Purchase of Properties by Trustee or Registered Owners or Counterparties. In case of any such sale of the Trust Estate, any Registered Owner or Registered Owners or committee of Registered Owners or Counterparty or Counterparties or committee of Counterparties or the Trustee, may bid for and purchase such property and upon compliance with the terms of sale may hold, retain possession and dispose of such property as the absolute right of the purchaser or purchasers without further accountability and shall be entitled, for the purpose of making any settlement or payment for the property purchased, to use and apply any Obligations hereby secured and any interest thereon due and unpaid, by presenting such Obligations in order that there may be credited thereon the sum apportionable and applicable thereto out of the net proceeds of such sale, and thereupon such purchaser or purchasers shall be credited on account of such purchase price payable to him or them with the sum apportionable and applicable out of such net proceeds to the payment of or as a credit on the Obligations so presented.

          Section 6.08 Application of Sale Proceeds. The proceeds of any sale of the Trust Estate, together with any funds at the time held by the Trustee and not otherwise appropriated, shall be applied by the Trustee as set forth in Section 6.02 hereof, and then to the Issuer or whomsoever shall be lawfully entitled thereto.

          Section 6.09 Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations may declare all the Outstanding Obligations to be immediately due and payable, by a notice in writing to the Issuer (and to the Trustee if given by Registered Owners), and upon any such declaration the unpaid principal amount of such Outstanding Obligations, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to Section 6.04 of this Indenture.

          At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Registered Owners of Obligations representing a majority of the Outstanding Amount of the Highest Priority Obligations, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

          (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

          (i) all payments of principal of and interest on all Obligations and all other amounts that would then be due hereunder or upon such Obligations if the Event of Default giving rise to such acceleration had not occurred; and

          (ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Servicing Administrator, the Delaware Trustee and their agents and counsel; and

          (b) all Events of Default, other than the nonpayment of the principal of the Obligations that has become due solely by such acceleration, have been cured or waived as provided in Section 6.15 hereof.

          No such rescission shall affect any subsequent default or impair any right consequent thereto.

          Section 6.10 Remedies Not Exclusive. The remedies herein conferred upon or reserved to the Trustee or the Registered Owners (excluding the Sponsor) of Obligations or any Counterparties are not intended to be exclusive of any other remedy, but each remedy herein provided shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, and every power and remedy hereby given to the Trustee or to the Registered Owners of Obligations or any Counterparties, or any supplement hereto, may be exercised from time to time as often as may be deemed expedient. No delay or omission of the Trustee or of any Registered Owner of Obligations or any Counterparties to exercise any power or right arising from any default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or to be acquiescence therein.

           Section 6.11 Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:

          (a) (i) default is made in the payment of any installment of interest, if any, on any Class A Notes when such interest becomes due and payable and such default continues for a period of five (5) days or (ii) if no Class A Notes are Outstanding, default is made in the payment of any installment of interest, if any, on any Class B Notes when such interest becomes due and payable and such default continues for a period of five (5) days; or

          (b) default is made in the payment of the principal of (or premium, if any, on) any Notes at its Final Maturity Date,

then the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Registered Owners, the whole amount then due and payable on such Notes for principal (and premium, if any) and for the benefit of any Counterparties, the whole amount when due and payable under the Derivative Product Agreements and interest, with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for in such Notes (or as provided in the Derivative Product Agreements, as applicable), and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee and its agents and counsel.

          If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as Trustee of an express trust, may upon receiving indemnification satisfactory to the Trustee institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon such Notes of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Notes, wherever situated.

          If an Event of Default with respect to Notes occurs and is continuing, the Trustee may, after being indemnified to its satisfaction and in its discretion, proceed to protect and enforce its rights and the rights of the Registered Owners of Notes and any related coupons and of the Counterparties by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

          Section 6.12 Direction of Trustee. Upon the happening of any Event of Default, the Registered Owners of at least 51% of the Outstanding Amount of the Highest Priority Obligations, shall have the right by an instrument or instruments in writing delivered to the Trustee to direct and control the Trustee as to the method of taking any and all proceedings for any sale of any or all of the Trust Estate, or for the appointment of a receiver, if permitted by law, and may at any time cause any proceedings authorized by the terms hereof to be so taken or to be discontinued or delayed; provided, however, that such Registered Owners shall not be entitled to cause the Trustee to take any proceedings which in the Trustee's opinion would be unjustly prejudicial to non-assenting Registered Owners of Obligations or the Counterparties, but the Trustee shall be entitled to assume that the action requested by the Registered Owners and any Counterparties of at least 51% of the Outstanding Amount of the Highest Priority Obligations will not be prejudicial to any non-assenting Registered Owners or the Counterparties unless the Registered Owners and any Counterparties of more than 51% of the Outstanding Amount of the non-assenting Registered Owners of such Obligations and the Counterparties, in writing, show the Trustee how they will be prejudiced. Provided, however, that anything in this Indenture to the contrary notwithstanding, the Registered Owners of a majority of the Outstanding Amount of the Highest Priority Obligations together with the Registered Owners of a majority of the Outstanding Amount of all other Obligations 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, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. The provisions of this Section 6.12 shall be expressly subject to the provisions of Sections 7.01(c), 7.05 and 7.07 hereof.

          Section 6.13 Right to Enforce in Trustee. No Registered Owner of any Obligation shall have any right as such Registered Owner to institute any suit, action or proceedings for the enforcement of the provisions of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, all rights of action hereunder being vested exclusively in the Trustee, unless and until such Registered Owner shall have previously given to the Trustee written notice of a default hereunder, and of the continuance thereof, and also unless the Registered Owners of the requisite principal amount of the Obligations then Outstanding shall have made written request upon the Trustee and the Trustee shall have been afforded reasonable opportunity to institute such action, suit or proceeding in its own name, and unless the Trustee shall have been offered indemnity and security satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, which offer of indemnity shall be an express condition precedent hereunder to any obligation of the Trustee to take any such action hereunder, and the Trustee for 30 days after receipt of such notification, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding. It is understood and intended that no one or more Registered Owners of the Obligations shall have the right in any manner whatever by his or their action to affect, disturb or prejudice the lien of this Indenture or to enforce any right hereunder except in the manner herein provided and for the equal benefit of the Registered Owners of not less than a majority of the Outstanding Amount of the Obligations.

          Section 6.14 Physical Possession of Obligations Not Required. In any suit or action by the Trustee arising under this Indenture or on all or any of the Obligations issued hereunder, or any supplement hereto, the Trustee shall not be required to produce such Obligations, but shall be entitled in all things to maintain such suit or action without their production.

          Section 6.15 Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of Obligations, and shall do so upon the written request of the Registered Owners (excluding the Sponsor) of at least a majority of the Outstanding Amount of the Highest Priority Obligations; provided, however, that there shall not be waived (a) any Event of Default in the payment of the principal of or premium on any Outstanding Obligations at the date of maturity thereof, or any default in the payment when due of the interest on any such Obligations, unless prior to such waiver or rescission, all arrears of interest or all arrears of payments of principal and all expenses of the Trustee, in connection with such default shall have been paid or provided for; or (b) any default in the payment of amounts set forth in Sections 7.05 and 7.07 hereof. In case of any such waiver or rescission, or in case any proceedings taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to the Trustee, then and in every such case the Issuer, the Trustee and the Registered Owners of Obligations and the Counterparties shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to or affect any subsequent or other default, or impair any rights or remedies consequent thereon.

ARTICLE VII

THE TRUSTEE

          Section 7.01 Acceptance of Trust. 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 of which a Responsible Officer of the Trustee shall have actual knowledge,

          (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 as to form with the requirements of this Indenture.

          (b) In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

          (c) Before taking or refraining from taking any action hereunder, the Trustee may require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the Issuer or the Registered Owners, as applicable, for the reimbursement of all expenses to which it may be put and to protect it against all liability, including costs incurred in defending itself against any and all charges, claims, complaints, allegations, assertions or demands of any nature whatsoever arising from or related to its role as Trustee, except liability which results from the negligence or willful misconduct of the Trustee.

          Section 7.02 Recitals of Others. The recitals, statements and representations set forth herein and in the Notes shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the title of the Issuer in the Trust Estate or as to the security afforded thereby and hereby, or as to the validity or sufficiency of this Indenture or of the Notes issued hereunder, and the Trustee shall incur no responsibility in respect of such matters.

          Section 7.03 As to Filing of Indenture. The Trustee shall be under no duty (a) to file or record, or cause to be filed or recorded, this Indenture or any instrument supplemental hereto, (b) or to procure any further order or additional instruments of further assurance, (c) to see to the delivery to it of any personal property intended to be mortgaged or pledged hereunder or thereunder, (d) or to do any act which may be suitable to be done for the better maintenance of the lien or security hereof (other than the filing of any continuation (but not initial) statements), or (e) for giving notice of the existence of such lien, or for extending or supplementing the same or to see that any rights to the Trust Estate and Funds intended now or hereafter to be transferred in trust hereunder are subject to the lien hereof. The Trustee shall not be liable for failure of the Issuer to pay any tax or taxes in respect of such property, or any part thereof, or the income therefrom or otherwise, nor shall the Trustee be under any duty in respect of any tax which may be assessed against it or the Registered Owners or the Counterparties in respect of such property or pledged to the Trust Estate. The Issuer agrees to prepare or have prepared, and to request that the Trustee execute (if such execution is necessary for any such filing) and, at the Issuer's expense, to file or have filed in a timely manner (if received from the Issuer in a timely manner), the continuation statements referred to herein.

          Section 7.04 Trustee May Act Through Agents. The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder, either itself or by or through its attorneys, agents, custodians or employees, and it shall not be answerable, responsible or accountable for any default, neglect or misconduct of any such attorneys, agents, custodians or employees appointed with due care by the Trustee. All reasonable costs incurred by the Trustee and all reasonable compensation to all such persons as may reasonably be employed in connection with the trusts hereof shall be paid by the Issuer.

          Section 7.05 Indemnification of Trustee. Other than with respect to its duties to make payment on the Obligations when due, and its duty to pursue the remedy of acceleration as provided in Sections 6.02 and 6.09 hereof, for each of which no additional security or indemnity may be required, the Trustee shall be under no obligation or duty to take any action or refrain from taking any action under this Indenture or to perform any act at the request of Registered Owners or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be deemed to have knowledge, of any default or Event of Default of the Issuer hereunder and may conclusively assume that there has been no such default or Event of Default (other than an Event of Default described in Section 6.01(a) or (b) hereof) unless and until it shall have been specifically notified in writing at the address in Section 9.01 hereof of such default or Event of Default by (a) the Registered Owners or the Counterparties of the required percentages in principal amount of the Obligations then Outstanding hereinabove specified or (b) an Authorized Representative of the Issuer. However, the Trustee may begin suit, or appear in and defend suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Trustee, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or indemnified by the Registered Owners or the Counterparties requesting such action, if any, or the Issuer in all other cases, for all fees, costs and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such costs and expenses, liabilities, outlays and attorneys' fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee. In furtherance and not in limitation of this Section 7.05, the Trustee shall not be liable for, and shall be held harmless by the Issuer from, following any Issuer Orders, instructions or other directions upon which the Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Issuer or the Registered Owners or the Counterparties, as appropriate, shall fail to make such reimbursement or indemnification, the Trustee may reimburse itself from any money in its possession under the provisions of this Indenture (a) except during the continuance of an Event of Default, subject only to the prior lien of the Notes for the payment of the principal thereof, premium, if any, and interest thereon from the Collection Fund and (b) during the continuance of an Event of Default in accordance with Section 6.02 hereof. None of the provisions contained in this Indenture or any other Agreement to which it is a party shall require the Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Registered Owners or the Counterparties shall not have offered security and indemnity acceptable to it or if it shall have reasonable grounds for believing that prompt repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          The Issuer agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expenses 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 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 arising from the Trust Estate. The Issuer agrees to indemnify and hold harmless the Trustee against any and all claims, demands, suits, actions or other proceedings and all liabilities, costs and expenses whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering document distributed in connection with the issuance of the Notes or caused by any omission or alleged omission from such offering document of any material fact required to be stated therein or necessary in order to make the statements made therein in the light of the circumstances under which they were made, not misleading.

          Section 7.06 Trustee's Right to Reliance. The Trustee may rely and shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Issuer or the Servicer or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, paper or document, but may accept the same as conclusive evidence of the truth and accuracy of such statement. Before acting or refraining from acting in the administration hereof, the Trustee may consult with experts and with counsel (who may but need not be counsel for the Issuer, the Trustee, or for a Registered Owner or for a Counterparty), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted to be taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel.

          Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Authorized Representative of the Issuer or an authorized officer of the Issuer Administrator or the Servicer. Whenever in the administration hereof the Trustee is directed to comply with an Issuer Order, the Trustee will be entitled to act in reliance upon such Issuer Order.

          The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Issuer or any Servicer but the Trustee may require of the Issuer or any Servicer full information and advice as to the performance of any covenants, conditions or agreements pertaining to Financed Eligible Loans.

          The Trustee shall not be answerable for other then its negligence or willful misconduct and shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby, or in an error of judgment made in good faith; provided, however, that the Trustee shall be liable for its negligence or willful misconduct.

          The permissive right of the Trustee to take action under or otherwise do things enumerated in this Indenture shall not be construed as a duty.

          The Trustee is authorized to enter into agreements with other Persons, in its capacity as Trustee, in order to carry out or implement the terms and provisions of this Indenture. The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with this Indenture or any other transaction document or at the direction of the Registered Owners or Counterparties evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes 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 or any other transaction document.

          The Trustee shall not be liable for any action taken or omitted by it in good faith on the direction of the Registered Owners of a majority of the Outstanding Amount of the Highest Priority Obligations as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising any power conferred by this Indenture.

          The Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

          The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default (except an Event of Nonpayment) or Event of Default unless a Responsible Officer of Trustee shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default.

          The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

          Section 7.07 Compensation of Trustee. Except as otherwise expressly provided herein, all advances, counsel fees (including without limitation allocated fees of in-house counsel) and other expenses reasonably made or incurred by the Trustee in and about the execution and administration of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the Issuer. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. The Trustee shall not change the amount of its annual compensation without giving the Issuer at least 90 days' written notice prior to the beginning of a Fiscal Year. If not paid by the Issuer, the Trustee shall have a lien against all money held pursuant to this Indenture (a) except during the continuance of an Event of Default, subject only to the prior lien of the Obligations against the money and investments in the Collection Fund for the payment of the principal thereof, premium, if any, and interest thereon, and (b) during the continuance of an Event of Default, in accordance with Section 6.02, for such reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Trustee hereunder and the cost and expense incurred in defending against 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).

           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), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

          Section 7.08 Trustee May Own Notes. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The Trustee hereunder, or any successor Trustee, in its individual or other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, with the same rights it would have if it were not the Trustee. The Trustee may act as Depository for, and permit any of its officers or directors to act as a member of, or act in any other capacity in respect to, any committee formed to protect the rights of the Registered Owners and Counterparties or to effect or aid in any reorganization growing out of the enforcement of the Notes or of this Indenture, whether or not any such committee shall represent the Registered Owners of more than 60% of the Outstanding Amount of the Outstanding Obligations.

          Section 7.09 Resignation of Trustee. The Trustee and any successor to the Trustee may resign and be discharged from the trust created by this Indenture by giving to the Issuer notice in writing which notice shall specify the date on which such resignation is to take effect; provided, however, that such resignation shall only take effect on the day specified in such notice if a successor Trustee shall have been appointed pursuant to Section 7.11 hereof (and is qualified to be the Trustee under the requirements of Section 7.11 hereof). If no successor Trustee has been appointed by the date specified or within a period of 90 days from the receipt of the notice by the Issuer, whichever period is longer, the Trustee may (a) appoint a temporary successor Trustee having the qualifications provided in Section 7.11 hereof or (b) request a court of competent jurisdiction to (i) require the Issuer to appoint a successor, as provided in Section 7.11 hereof, within three days of the receipt of citation or notice by the court, or (ii) appoint a Trustee having the qualifications provided in Section 7.11 hereof. In no event may the resignation of the Trustee be effective until a qualified successor Trustee shall have been selected and appointed. In the event a temporary successor Trustee is appointed pursuant to (a) above, the Issuer may remove such temporary successor Trustee and appoint a successor thereto pursuant to Section 7.11 hereof.

          Section 7.10 Removal of Trustee. The Trustee or any successor Trustee may be removed (a) at any time by the Registered Owners of a majority of the Outstanding Amount of Notes which are the Highest Priority Obligations, (b) by the Issuer Administrator for cause or upon the sale or other disposition of the Trustee or its corporate trust functions or (c) by the Issuer Administrator without cause so long as no Event of Default exists or has existed within the last 30 days, upon payment to the Trustee so removed of all money then due to it hereunder and appointment of a successor thereto by the Issuer and acceptance thereof by said successor. One copy of any such order of removal shall be filed with the Delaware Trustee and the other with the Trustee so removed.

          In the event a Trustee (or successor Trustee) is removed, by any person or for any reason permitted hereunder, such removal shall not become effective until (a) in the case of removal by the Registered Owners, such Registered Owners by instrument or concurrent instruments in writing (signed and acknowledged by such Registered Owners or their attorneys-in-fact) filed with the Trustee removed have appointed a successor Trustee or otherwise the Issuer shall have appointed a successor, and (b) the successor Trustee has accepted appointment as such.

          Section 7.11 Successor Trustee. In case at any time the Trustee or any successor Trustee shall resign, be dissolved, or otherwise shall be disqualified to act or be incapable of acting, or in case control of the Trustee or of any successor Trustee or of its officers shall be taken over by any public officer or officers, a successor Trustee may be appointed by the Issuer Administrator by an instrument in writing duly authorized by the Issuer Administrator. In the case of any such appointment by the Issuer Administrator of a successor to the Trustee, the Issuer Administrator shall forthwith cause notice thereof to be mailed to the Registered Owners of the Notes at the address of each Registered Owner appearing on the note registration books maintained by the Registrar and to each Counterparty at the addresses specified in the applicable Derivative Product Agreement.

           Every successor Trustee appointed by the Registered Owners, by a court of competent jurisdiction, or by the Issuer Administrator shall be a bank or trust company in good standing, organized and doing business under the laws of the United States or of a state therein, which has a reported capital and surplus of not less than $50,000,000, be authorized under the law to exercise corporate trust powers, be subject to supervision or examination by a federal or state authority, and be an Eligible Lender so long as such designation is necessary to maintain guarantees and federal benefits under the Act with respect to the Financed Eligible Loans originated under the Act.

          Section 7.12 Manner of Vesting Title in Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Issuer, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance shall become fully vested with all the estate, properties, rights, powers, trusts, duties and obligations of its predecessors in trust hereunder (except that the predecessor Trustee shall continue to have the benefits to indemnification hereunder together with the successor Trustee), with like effect as if originally named as Trustee herein; but the Trustee ceasing to act shall nevertheless, on the written request of an Authorized Representative of the Issuer, or an authorized officer of the successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the right, title and interest of the Trustee which it succeeds, in and to the Trust Estate and such rights, powers, trusts, duties and obligations, and the Trustee ceasing to act also, upon like request, pay over, assign and deliver to the successor Trustee any money or other property or rights subject to the lien of this Indenture, including any pledged securities which may then be in its possession. Should any deed or instrument in writing from the Issuer be required by the successor Trustee for more fully and certainly vesting in and confirming to such new Trustee such estate, properties, rights, powers and duties, any and all such deeds and instruments in writing shall on request be executed, acknowledged and delivered by the Issuer.

          In case any of the Notes to be issued hereunder shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of the Trustee or of any successor to the Trustee; and in case any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes in its own name; and in all such cases such certificate shall have the full force which it has anywhere in the Notes or in this Indenture.

          Section 7.13 Additional Covenants by the Trustee to Conform to the Act. The Trustee covenants that it will at all times be an Eligible Lender under the Act so long as such designation is necessary, as determined by the Issuer, to maintain the guarantees and federal benefits under the Act with respect to the Financed Eligible Loans, that it will acquire Eligible Loans originated under the Act in its capacity as an Eligible Lender and that it will not knowingly dispose of or deliver any Financed Eligible Loans originated under the Act or any security interest in any such Financed Eligible Loans to any party who is not an Eligible Lender so long as the Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of such Financed Eligible Loans; provided, however, that nothing above shall prevent the Trustee from delivering the Eligible Loans to the Servicer or the Guaranty Agency.

          Section 7.14 Right of Inspection. Any Registered Owner or Counterparty shall be permitted at reasonable times during regular business hours and in accordance with reasonable regulations prescribed by the Trustee to examine at the Principal Office of the Trustee a copy of any report or instrument theretofore filed with the Trustee relating to the condition of the Trust Estate.

          Section 7.15 Limitation with Respect to Examination of Reports. Except as provided in this Indenture, the Trustee shall be under no duty to examine any report or statement or other document required or permitted to be filed with it by the Issuer or any Servicer, and the Trustee may accept the same as conclusive evidence of the truth and accuracy of any statement contained therein or as to the existence or non-existence of any facts stated therein.

          Section 7.16 Servicing Administration Agreement. The Trustee acknowledges the receipt of a copy of the Servicing Administration Agreement and, upon receipt thereof, upon request the Trustee shall acknowledge the receipt of a copy of any Servicing Agreement.

          Section 7.17 Additional Covenants of Trustee. The Trustee, by the execution hereof, covenants, represents and agrees that:

          (a) it will not exercise any of the rights, duties or privileges under this Indenture in such manner as would cause the Eligible Loans held or acquired under the terms hereof to be transferred, assigned or pledged as security to any Person other than as permitted by this Indenture;

          (b) it will comply with the Act and the Regulations and will, upon written notice from an Authorized Representative of the Issuer, the Secretary or the Guaranty Agency, use its reasonable efforts to cause this Indenture to be amended (in accordance with Section 8.01 hereof) if the Act or Regulations are hereafter amended so as to be contrary to the terms of this Indenture; and

          (c) it will not comply with any Issuer Order that does not comply with the terms and provisions of this Indenture or which directs the Trustee to take an action that is not permitted by the terms and provisions of this Indenture.

          Section 7.18 Duty of Trustee with Respect to Rating Agencies. It shall be the duty of the Issuer to notify each Rating Agency then rating any of the Notes (but the Trustee shall incur no liability for any failure to do so) of (a) any change, expiration, extension or renewal of this Indenture, (b) prepayment or defeasance of all the Notes, (c) any change in the Trustee or (d) any other information reasonably required to be reported to each Rating Agency under any Supplemental Indenture; provided, however, the provisions of this Section do not apply when such documents have been previously supplied to such Rating Agency and the Trustee has received written evidence to such effect, all as may be required by this Indenture. All notices required to be forwarded to the Rating Agencies under this Section shall be sent in writing at the following addresses:

Standard & Poor's Ratings Services,
A Division of the McGraw-Hall Companies, Inc.
55 Water Street
New York, New York 10041
Attention: Asset-Backed Surveillance Group

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: ABS Monitoring Group

Fitch Inc.
One State Street Plaza
New York, NY 10004
Attention: ABS Surveillance

          The Trustee also acknowledges that each Rating Agency's periodic review for maintenance of a Rating on any series of the Notes may involve discussions and/or meetings with representatives of the Trustee at mutually agreeable times and places.

          Section 7.19 Merger of the Trustee, Etc. Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, or any Affiliate of the Trustee to which all or a portion of its corporate trust business is transferred, shall be the successor of the Trustee hereunder, provided such corporation or Affiliate shall be otherwise qualified and eligible under this Indenture, without the execution or filing of any paper of any further act on the part of any other parties hereto.

          Section 7.20 Receipt of Funds from Servicer. The Trustee shall not be accountable or responsible in any manner whatsoever for any action of the Issuer, the Issuer Administrator, the Depository bank of any funds of the Issuer, or the Servicer while the Servicer is acting as bailee or agent of the Trustee with respect to the Eligible Loans for actions taken in compliance with any instruction or direction given to the Trustee, or for the application of funds or moneys by the Servicer until such time as funds are received by the Trustee.

          Section 7.21 Special Circumstances Leading to Resignation of Trustee. Because the Trustee serves as trustee hereunder for Obligations of different priorities, it is possible that circumstances may arise which will cause the Trustee to resign from its position as trustee for one or more of the Obligations. In the event that the Trustee makes a determination that it should so resign, due to the occurrence of an Event of Default or potential default hereunder, or otherwise, the Issuer may permit such resignation as to one or more of the Obligations or request the Trustee's resignation as to all Obligations, as the Issuer may elect. If the Issuer should determine that a conflict of interest has arisen as to the trusteeship of any of the Obligations, it may authorize and execute a Supplemental Indenture with one or more successor Trustees, under which the administration of certain of the Obligations would be separated from the administration of the other Obligations.

          Section 7.22 Survival of Trustee's Rights to Receive Compensation, Reimbursement and Indemnification. The Trustee's rights to receive compensation, reimbursement and indemnification of money due and owing hereunder at the time of the Trustee's resignation or removal shall survive the Trustee's resignation or removal.

          Section 7.23 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), shall have a combined capital and surplus of at least $50,000,000 and be an "eligible lender" under the Act. 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 7.23, 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 7.23, it shall resign immediately in the manner and with the effect hereinafter 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 7.24 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes of any series 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, premium, if any, 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, or such lesser amount as may be provided for in the Notes, of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Notes 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 fees, compensation, expenses, disbursements and advances of the Trustee and its agents and counsel) and of the Registered Owners allowed in such judicial proceeding; and

          (b) to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Registered Owner of Notes to make such payments to the Trustee, and if the Trustee shall consent to the making of such payments directly to the Registered Owners, to pay to the Trustee any amount due to it for the reasonable fees, compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee.

           Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Registered Owner of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Registered Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Registered Owner of a Note in any such proceeding.

          In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Registered Owners of the Notes, and it shall not be necessary to make any Registered Owners of the Notes parties to any such proceedings.

          Section 7.25 Determination of LIBOR. On each LIBOR Determination Date, the Trustee shall determine each applicable rate of LIBOR as set forth in the definition of Three-Month LIBOR and shall advise the Issuer Administrator and the Verification Agent of each such determination.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

          Section 8.01 Supplemental Indentures Not Requiring Consent of Registered Owners or Counterparties. The Issuer and the Trustee may, without the consent of or notice to any of the Registered Owners of any Obligations or any Counterparty, enter into any indenture or indentures supplemental to this Indenture for any one or more of the following purposes:

          (a) to cure any ambiguity or formal defect or omission in this Indenture;

          (b) to grant to or confer upon the Trustee for the benefit of the Registered Owners any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Registered Owners or the Trustee;

          (c) to subject to this Indenture additional revenues, properties or collateral;

          (d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Notes for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute;

          (e) to evidence the appointment of a separate or co-Trustee or a co-registrar or transfer agent or the succession of a new Trustee hereunder, or any additional or substitute Guaranty Agency or Servicer;

          (f) to add such provisions to or to amend such provisions of this Indenture as may be necessary or desirable to assure implementation of the Program in conformance with the Act if along with such Supplemental Indenture there is filed an opinion of counsel addressed to the Trustee to the effect that the addition or amendment of such provisions will in no way impair the existing security of the Registered Owners of any Outstanding Obligations;

          (g) to make any change as shall be necessary in order to obtain and maintain for any of the Notes an investment grade Rating from a nationally recognized rating service, which changes, in the opinion of the Trustee are not to the prejudice of the Registered Owner of any of the Obligations;

          (h) to make any changes necessary to comply with the Act, the Regulations or the Code and the regulations promulgated thereunder;

          (i) to make the terms and provisions of this Indenture, including the lien and security interest granted herein, applicable to any Derivative Product Agreements, and to modify Section 3.03 hereof with respect to any particular Derivative Product Agreement;

          (j) to create any additional Funds or Accounts or Subaccounts under this Indenture deemed by the Trustee to be necessary or desirable; or

          (k) to make any other change which, in the judgment of the Trustee is not to the material prejudice of the Registered Owners of any Obligations or any Counterparty;

provided, however, that nothing in this Section shall permit, or be construed as permitting, any modification of the trusts, powers, rights, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee, which approval shall be evidenced by execution of a Supplemental Indenture.

          Section 8.02 Supplemental Indentures Requiring Consent of Registered Owners and Counterparties. (a) Registered Owners of Notes. Exclusive of Supplemental Indentures covered by Section 8.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Registered Owners of not less than a majority of the Outstanding Amount of the Notes shall have the right, from time to time, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing in this Section shall permit, or be construed as permitting (a) without the consent of the Registered Owners of all then Outstanding Notes, (i) an extension of the maturity date of the principal of or the interest on any Note, or (ii) a reduction in the principal amount of any Obligation or the rate of interest thereon, or (iii) a privilege or priority of any Note or Notes over any other Note or Notes except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Notes required for consent to such Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Notes at any time Outstanding hereunder except as otherwise provided herein; or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee.

          (b) Counterparties. Neither the Issuer nor the Trustee shall enter into any other indenture or any supplement hereto or amendments or waivers hereto, the effect of which would have a Material Adverse Effect on the interests of any Counterparty, without such Counterparty's prior written consent. Except as explicitly set forth in the preceding sentence, no Counterparty shall have any consent or voting rights under this Indenture, or any rights to instruct the Trustee to take, or refrain from taking, any action hereunder.

          (c) Notices to Registered Owners and Counterparties. 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, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be mailed by registered or certified mail to each Registered Owner of a Note at the address shown on the registration books or to each Counterparty listed in any Derivative Product Agreement. Such notice (which shall be prepared by the Issuer) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Registered Owners and Counterparties. If, within 60 days, or such longer period as shall be prescribed by the Issuer, following the mailing of such notice, the Registered Owners of not less than a majority of the Outstanding Amount of the Notes and the Counterparties at the time of the execution of any such Supplemental Indenture shall have consented in writing to and approved the execution thereof as herein provided, no Registered Owner of any Obligation 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 Additional Limitation on Modification of Indenture. None of the provisions of this Indenture (including Sections 8.01 and 8.02 hereof) shall permit an amendment to the provisions of this Indenture which permits the transfer of all or part of the Financed Eligible Loans originated under the Act or granting of a security interest therein to any Person other than an Eligible Lender or the Servicer, unless the Act or Regulations are hereafter modified so as to permit the same. The Trustee may request an opinion of counsel to the effect that an amendment or supplement to this Indenture was adopted in conformance with 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 known to the Trustee, 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 determine that the withholding of such notice is in the interest of the Registered Owners of the Notes. 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 Trust Indenture Act as then in effect.

ARTICLE IX

GENERAL PROVISIONS

          Section 9.01 Notices. Any notice, request or other instrument required by this Indenture to be signed or executed by the Registered Owners or Counterparties may be executed by the execution of any number of concurrent instruments of similar tenor, and may be signed or executed by such Registered Owners or Counterparties in person or by agent appointed in writing. As a condition for acting thereunder the Trustee may demand proof of the execution of any such instrument and of the fact that any person claiming to be the owner of any of said Obligations is such owner and may further require the actual deposit of such Obligation or Obligations with the Trustee. The fact and date of the execution of such instrument may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged before him the execution thereof, or may be proved by any affidavit of a witness to such execution sworn to before such officer.

          The amount of Notes held by any person executing such instrument as a Registered Owner of Notes and the fact, amount and numbers of the Notes held by such person and the date of his holding the same may be proved by a certificate executed by any responsible trust company, bank, banker or other Depository in a form approved by the Trustee, showing that at the date therein mentioned such person had on deposit with such Depository the Notes described in such certificate; provided, however, that at all times the Trustee may require the actual deposit of such Note or Notes with the Trustee.

          All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telecopy or facsimile or similar writing) at the following addresses, and each address shall constitute each party's respective "Principal Office" for purposes of this Indenture:

If intended for the Issuer:

College Loan Corporation Trust 2005-2
c/o Wilmington Trust Company, Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware
Attention: Corporate Trust Administration
Telephone: (302) 636-6019
Facsimile: (302) 636-4140

With a copy to the Issuer Administrator:

College Loan Corporation
16855 W. Bernardo Dr., Suite 100
San Diego, CA 92127
Attention: Cary Katz
Telephone: (858) 716-1534
Facsimile: (858) 716-1545

If intended for the Trustee:

JPMorgan Chase Bank, N.A.
4 New York Plaza, 6th Floor
New York, NY 10004
Attention: Worldwide Securities Services / Global Debt CLC 2005-2
Telephone: (212) 623-5237
Facsimile: (212) 623-8422

          Any party may change the address to which subsequent notices to such party are to be sent, or of its Principal Office, by notice to the others, delivered by hand or received by telex or facsimile or registered first-class mail, postage prepaid. Each such notice, request or other communication shall be effective when delivered by hand or received by facsimile or registered first-class mail, postage prepaid.

          Section 9.02 Covenants Bind Issuer. The covenants, agreements, conditions, promises, and undertakings in this Indenture shall extend to and be binding upon the successors and assigns of the Issuer, and all of the covenants hereof shall bind such successors and assigns, and each of them, jointly and severally. All the covenants, conditions and provisions hereof shall be held to be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Owners from time to time of the Obligations and of the Counterparties.

          No extension of time of payment of any of the Obligations shall operate to release or discharge the Issuer, it being agreed that the liability of the Issuer, to the extent permitted by law, shall continue until all of the Obligations are paid in full, notwithstanding any transfer of Financed Eligible Loans or extension of time for payment.

          Section 9.03 Lien Created. This Indenture shall operate effectually as (a) a grant of lien on and security interest in, and (b) an assignment of, the Trust Estate.

          Section 9.04 Severability of Lien. If the lien of this Indenture shall be or shall ever become ineffectual, invalid or unenforceable against any part of the Trust Estate, which is not subject to the lien, because of want of power or title in the Issuer, the inclusion of any such part shall not in any way affect or invalidate the pledge and lien hereof against such part of the Trust Estate as to which the Issuer in fact had the right to pledge.

          Section 9.05 Consent of Registered Owners and Counterparties Binds Successors. Any request or a consent of the Registered Owner or Counterparty of any Obligations given for any of the purposes of this Indenture shall bind all future Registered Owners or Counterparties of the same Obligation or any Obligations issued in exchange therefor or in substitution thereof in respect of anything done or suffered by the Issuer or the Trustee in pursuance of such request or consent.

          Section 9.06 Nonliability of Persons; No General Obligation. It is hereby expressly made a condition of this Indenture that any agreements, covenants or representations herein contained or contained in the Notes do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the organizers, officers, employees, agents or trustees or the Issuer Administrator of the Issuer, or against the general credit of the Issuer, and in the event of a breach of any such agreement, covenant or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Nothing contained in this Section, however, shall relieve the Issuer from the observance and performance of the several covenants and agreements on its part herein contained.

          Section 9.07 Nonpresentment of Notes or Interest Checks. Should any of the Notes or interest checks not be presented for payment when due, the Trustee shall retain from any money transferred to it for the purpose of paying the Notes or interest checks so due, for the benefit of the Registered Owners thereof, a sum of money sufficient to pay such Notes or interest checks when the same are presented by the Registered Owners thereof for payment. Such money shall not be required to be invested. All liability of the Issuer to the Registered Owners of such Notes or interest checks and all rights of such Registered Owners against the Issuer under the Notes or interest checks or under this Indenture shall thereupon cease and determine, and the sole right of such Registered Owners shall thereafter be against such deposit. If any Note or interest check shall not be presented for payment within the period of two years following its payment or prepayment date, the Trustee shall return to the Issuer the money theretofore held by it for payment of such Note or interest check, and such Note or interest check shall (subject to the defense of any applicable statute of limitation) thereafter be an unsecured obligation of the Issuer. The Trustee's responsibility for any such money shall cease upon remittance thereof to the Issuer.

          Section 9.08 Security Agreement. This Indenture constitutes a Financing Statement and a Security Agreement under the Uniform Commercial Code of the States of New York and Delaware.

          Section 9.09 Laws Governing. It is the intent of the parties hereto that this Indenture shall in all respects be governed by the laws of the State of New York. 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 9.10 Severability. Of any covenant, agreement, waiver, or part thereof in this Indenture contained be forbidden by any pertinent law or under any pertinent law be effective to render this Indenture invalid or unenforceable or to impair the lien hereof, then each such covenant, agreement, waiver, or part thereof shall itself be and is hereby declared to be wholly ineffective, and this Indenture shall be construed as if the same were not included herein.

          Section 9.11 Exhibits. The terms of the Annexes and Exhibits, if any, attached to this Indenture are incorporated herein in all particulars.

          Section 9.12 Non-Business Days. Except as may otherwise be provided herein, if the date for taking any action hereunder is not a Business Day, then such action can be taken on the next succeeding Business Day, with the same force and effect as if taken on such required date.

          Section 9.13 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Trustee, Eligible Lender Trustee, the Delaware Trustee, the paying agent, if any, and the Registered Owners and any Counterparties, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Trustee, the paying agent, if any, the Eligible Lender Trustee and the Registered Owners and any Counterparties.

          Section 9.14 Obligations Are Limited Obligations. The Notes and the obligations of the Issuer contained in this Indenture are special, limited obligations of the Issuer, secured by and payable solely from the Trust Estate herein provided. The Issuer shall not be obligated to pay the Notes, the interest thereon, or any other obligation created by or arising from this Indenture from any other source.

          Section 9.15 Counterparty Rights. Other than rights to receive payments hereunder and as set forth in Section 8.02 hereof, no Counterparty which shall be in default under any Derivative Product Agreement with the Issuer shall have any of the rights granted to the Counterparty hereunder. A Counterparty which is in default under any Derivative Product Agreement shall however, continue to maintain all obligations undertaken by it under the terms of its Derivative Product Agreement.

          Section 9.16 Disclosure of Names and Addresses of Registered Owners. Registered Owners of Notes, by receiving and holding the same, agree with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any Securities Depository shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Registered Owners of Notes in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

          Section 9.17 Aggregate Principal Amount of Obligations. Whenever in this Indenture reference is made to the aggregate principal amount of any Obligations, such phrase shall mean, at any time, the principal amount of any Notes and the Derivative Value of any Derivative Product Agreement.

          Section 9.18 Financed Eligible Loans. The Issuer expects to acquire a beneficial interest in trust in Eligible Loans and to transfer such interest in Eligible Loans to the Trustee, in accordance with this Indenture, which Eligible Loans, upon becoming subject to the lien of this Indenture, constitute Financed Eligible Loans, as defined herein. If for any reason a Financed Eligible Loan does not constitute an Eligible Loan, or ceases to constitute an Eligible Loan, such loan shall continue to be subject to the lien of this Indenture as a Financed Eligible Loan.

          Section 9.19 Concerning the Delaware Trustee. It is expressly understood and agreed by the parties to this Indenture and the Registered Owners and any Counterparties that (a) this Indenture is executed and delivered by the Delaware Trustee not in its individual or personal capacity but solely in its capacity as Delaware Trustee under the Trust Agreement on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it as Delaware Trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to the Delaware Trustee thereunder; (b) the representations, warranties, covenants, undertakings, agreements and obligations by the Delaware Trustee are made and intended not as personal representations, warranties, covenants, undertakings, agreements and obligations by Wilmington Trust Company, but are made and intended for the purpose of only binding the Trust Estate, as defined in the Trust Agreement, and the Issuer; (c) nothing contained herein shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Delaware Trustee or Issuer hereunder.

ARTICLE X

PAYMENT AND CANCELLATION OF NOTESAND SATISFACTION OF INDENTURE

          Section 10.01 Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the indebtedness secured hereby (the Notes and interest thereon) and all Issuer Derivative Payments and Termination Payments are fully paid or provision made for its payment as provided in this Article.

           Section 10.02 Satisfaction of Indenture.

          (a) If the Issuer shall pay, or cause to be paid, or there shall otherwise be paid (i) to the Registered Owners of the Notes, the principal of and interest on the Notes, at the times and in the manner stipulated in this Indenture; and (ii) to the Counterparties, all Issuer Derivative Payments and Termination Payments then due, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the Issuer to the Registered Owners of Notes shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver all money held by it under this Indenture to the party entitled to receive the same under this Indenture. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the Registered Owners of any Outstanding Notes the principal of and interest on such Notes and to each Counterparty all Counterparty Payments then due, at the times and in the manner stipulated in this Indenture and in any Derivative Product Agreements, such Notes and the Counterparty shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the Issuer to the Registered Owners thereof and each Counterparty shall thereupon cease, terminate and become void and be discharged and satisfied.

          (b) Notes or interest installments shall be deemed to have been paid within the meaning of Section 10.02(a) hereof if money for the payment thereof has been set aside and is being held in trust by the Trustee at the Final Maturity Date or earlier prepayment date thereof. Any Outstanding Note shall, prior to the Final Maturity Date or earlier prepayment thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 10.02(a) hereof if (i) such Note is to be prepaid on any date prior to its Final Maturity Date and (ii) the Issuer shall have given notice of prepayment as provided herein on said date, there shall have been deposited with the Trustee either money (fully insured by the Federal Deposit Insurance Issuer or fully collateralized by Governmental Obligations) in an amount which shall be sufficient, or Governmental Obligations (including any Governmental Obligations issued or held in book-entry form on the books of the Department of Treasury of the United States of America) the principal of and the interest on which when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal of and interest to become due on such Note on and prior to the prepayment date or Final Maturity Date thereof, as the case may be. Any deposit under the immediately preceding sentence shall be accompanied by an Issuer Order (A) setting forth the principal of and interest to become due on such Notes to be paid or prepaid on and prior to the prepayment date or Final Maturity Date thereof, as applicable, and all amounts described in Sections 5.03 (A), (B) or (C), and any related expenses, to be accrued through such latest payment or prepayment date, together with instructions to make all such payments, and (B) in the case of a deposit of any Governmental Obligations, certifying that such Governmental Obligations, together with any moneys also being deposited or already held by the Trustee hereunder, are sufficient, and will mature as needed, to make all such payments described in (A) as and when due and payable. Notwithstanding anything herein to the contrary, however, no such deposit shall have the effect specified in this subsection (b) if made during the existence of an Event of Default, unless made with respect to all of the Notes then Outstanding. Neither Governmental Obligations nor money deposited with the Trustee pursuant to this subsection (b) nor principal or interest payments on any such Governmental Obligations shall be withdrawn or used for any purpose other than, and shall be held irrevocably in trust in an escrow account for, the payment of the principal of and interest on such Notes. Any cash received from such principal of and interest on such Governmental Obligations deposited with the Trustee, if not needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal of and interest on such Notes on and prior to such prepayment date or Final Maturity Date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Issuer, as received by the Trustee, free and clear of any trust, lien or pledge. Any payment for Governmental Obligations purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Governmental Obligations. For the purposes of this Section, "Governmental Obligations" shall mean and include only non-callable direct obligations of the Department of the Treasury of the United States of America or portions thereof (including interest or principal portions thereof), and such Governmental Obligations shall be of such amounts, maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make the payments required herein, and which obligations have been deposited in an escrow account which is irrevocably pledged as security for the Notes. Such term shall not include mutual funds and unit investment trusts.

          (c) Any Issuer Derivative Payments and Termination Payments are deemed to have been paid and the related Derivative Product Agreement terminated when payment of all Issuer Derivative Payments and Termination Payments due and payable to the Counterparty under its Derivative Product Agreement have been made or duly provided for to the satisfaction of the Counterparty and the Derivative Product Agreement has been terminated.

          (d) In no event shall the Eligible Lender transfer legal title to any Financed Eligible Loans originated under the Act to the Issuer, the Sponsor or any Person designated by the Issuer or the Sponsor unless the Issuer or such Person, as applicable, is an Eligible Lender, if the Act or Regulations then in effect require the owner or holder of such Financed Eligible Loans to be an Eligible Lender.

          (e) The provisions of this Section are applicable to the Notes and the Issuer Derivative Payments and Termination Payments.

          Section 10.03 Optional Purchase of All Financed Eligible Loans. The Issuer Administrator shall certify to and notify the Sponsor and the Trustee in writing, within 15 days after the last Business Day of each Collection Period in which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, of the percentage that the then outstanding Pool Balance bears to the Initial Pool Balance. The Sponsor shall have the option to purchase all of the remaining Financed Eligible Loans on the date (the "Optional Purchase Date") that is the tenth (10th) Business Day preceding the Quarterly Distribution Date next succeeding the date on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance. To exercise such option, the Sponsor shall deposit in the Collection Fund on the Optional Purchase Date, an amount equal to the aggregate Purchase Amount for the Financed Eligible Loans and the related rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Funds and Accounts, such value to be determined by an appraiser mutually agreed upon by the Sponsor and the Trustee; provided, however, that the Sponsor may not effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount.

          Section 10.04 Auction of Financed Eligible Loans. If the Sponsor does not exercise its option to purchase all of the remaining Financed Eligible Loans pursuant to Section 10.03, the Trustee (or its designated agent) shall, promptly after the Business Day next succeeding the Optional Purchase Date, offer for sale all of the remaining Financed Eligible Loans, and any such sale shall be consummated on or before such Quarterly Distribution Date (the "Trust Auction Date"). The Trustee shall provide written notice to the Sponsor of any such offer for sale at least three Business Days in advance of the Trust Auction Date. College Loan Corporation and its Affiliates and third parties may offer to purchase the trust's Student Loans in such auction. If at least two bids are received, the Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Trustee shall accept the highest of such remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount and (ii) the fair market value of such Financed Eligible Loans as of the end of the Collection Period immediately preceding the Trust Auction Date. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of the amounts described in the preceding sentence, the Trustee shall not consummate such sale. The Trustee may consult, and, at the direction of the Sponsor, shall consult, with a financial advisor, including an underwriter of the Notes or the Issuer Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered. The proceeds of any such sale will be applied to the redemption of all Notes Outstanding in accordance with Section 5.03(e) hereof. Unless requested by the Issuer Administrator, if the sale is not completed, the Trustee may, but will not be obligated to, solicit bids for sale of the Financed Eligible Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above. The Trustee shall be obligated to make such solicitations, however, if requested to do so by the Issuer Administrator. Notice of the prepayment of any Obligations resulting from a purchase of the Financed Eligible Loans on the Optional Purchase Date or the auction of the Financed Eligible Loans on the Trust Auction Date, shall be given by the Trustee to the Registered Owners and any Counterparties by first-class mail within five Business Days of such Optional Purchase Date or Trust Auction Date.

[Remainder of This Page Intentionally Left Blank]

          IN WITNESS WHEREOF, the Issuer has caused this Indenture to be executed in its organizational name and behalf by its Delaware Trustee, and the Trustee, to evidence its acceptance of the trusts hereby created, has caused this Indenture to be executed in its organizational name and behalf, all in multiple counterparts, each of which shall be deemed an original, and the Issuer and the Trustee have caused this Indenture to be dated as of the date herein above first shown.

COLLEGE LOAN CORPORATION TRUST 2005-2,
a Delaware statutory trust

By:  WILMINGTON TRUST COMPANY, not in its individual
       capacity or personal capacity but solely in its
       capacity as Delaware Trustee


By:  /s/ Joann A. Rozell                                                    
       Name:  Joann A. Rozell
       Title:   Assistant Vice President


JPMORGAN CHASE BANK, N.A., as Trustee


By:  /s/ Luiza Sinanian                                                    
       Name:  Luiza Sinanian
       Title:   Trust Officer

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Eligible Lender Trustee under the
Issuer Eligible Lender Trust Agreement


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

Agreed and accepted:

COLLEGE LOAN CORPORATION



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

EXHIBIT A

ELIGIBLE LOAN ACQUISITION CERTIFICATE

          This Eligible Loan Acquisition Certificate is submitted pursuant to the provisions of Section 5.02 of the Indenture of Trust, dated as of October 1, 2005, as amended (the "Indenture"), between College Loan Corporation Trust 2005-2 (the "Issuer") and JPMorgan Chase Bank, N.A., as Trustee and as Eligible Lender Trustee. All capitalized terms used in this Certificate and not otherwise defined herein shall have the same meanings given to such terms in the Indenture. In your capacity as Trustee, you are hereby authorized and requested to disburse to _________________ (the "Seller") the sum of $____________ (or, in the case of an exchange, the Eligible Loans listed in Annex  1 hereto) for the acquisition of Eligible Loans. With respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as follows:

          1. The Eligible Loans to be acquired are those specified in Annex 1 attached hereto (the "Acquired Eligible Loans"). The remaining unpaid principal amount of each Acquired Eligible Loan is as shown on such Annex 1.

          2. The amount to be disbursed pursuant to this Certificate does not exceed the amount permitted by Sections 5.02 of the Indenture, including a premium of not to exceed ____%, plus accrued interest.

          3. Each Acquired Eligible Loan is an Eligible Loan authorized so to be acquired by the Indenture.

          4. You have been previously, or are herewith, provided with the following items (the items listed in (a), (b), (c), (d) and (f) have been received and are being retained, on your behalf, by the Issuer or the Servicer):

(a) a copy of the Student Loan Purchase Agreement between the Issuer and the Eligible Lender with respect to the Acquired Eligible Loans (original copy maintained on file with the Issuer on behalf of the Trustee);

(b) with respect to each Acquired Eligible Loan, the Certificate of Insurance relating thereto;

(c) with respect to each Acquired Eligible Loan, a certified copy of the Guarantee Agreement relating thereto;

(d) an opinion of counsel to the Issuer specifying each action necessary to perfect a security interest in all Eligible Loans to be acquired by the Issuer pursuant to the Student Loan Purchase Agreement in favor of the Trustee in the manner provided for by the provisions of 20 U.S.C. ss. 1087-2(d)(3) or 20 U.S.C.ss. 1082(m)(1)(D)(iv), as applicable, (you are authorized to rely on the advice of a single blanket opinion of counsel to the Issuer until such time as the Issuer shall provide any amended opinion to you);

(e) a certificate of an Authorized Representative of the Issuer to the effect that (i) the Issuer is not in default in the performance of any of its covenants and agreements made in the Student Loan Purchase Agreement relating to the Acquired Eligible Loans; (ii) Insurance and a Guarantee Agreement are both in effect with respect to each Acquired Eligible Loan; and (iii) the Issuer is not in default in the performance of any of its covenants and agreements made in any Contract of Insurance or the Guarantee Agreement applicable to the Acquired Eligible Loans; and

(f) instruments duly assigning the Acquired Eligible Loans to the Trustee.

          5. The Issuer is not, on the date hereof, in default under the Indenture or in the performance of any of its covenants and agreements made in the Student Loan Purchase Agreement relating to the Acquired Eligible Loans, and, to the best knowledge of the Issuer, the Eligible Lender is not in default under the Student Loan Purchase Agreement applicable 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 4 hereof, nor of any circumstances which would reasonably prevent reliance upon the opinion of counsel referred to in paragraphs 4(d) hereof.

          6. All of the conditions specified in the Student Loan Purchase Agreement applicable 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; provided that the Issuer may waive the requirement of receiving an opinion of counsel from the counsel to the Lender.

          7. If a Financed Eligible Loan is being sold in exchange for an Acquired Eligible Loan, the final expected maturity date of such Acquired Eligible Loan shall be substantially similar to that of the Financed Eligible Loan being sold and such sale and exchange shall not adversely affect the ability of the Trust Estate to make timely principal and interest payments on its Obligations.

          8. With respect to each Acquired Eligible Loan, Insurance and a Guarantee Agreement is in effect with respect thereto.

          9. The Issuer is not in default in the performance of any of its covenants and agreements made in any Contract of Insurance or the Guarantee Agreement applicable to the Acquired Eligible Loans.

          10. The proposed use of moneys in the Acquisition Fund is in compliance with the provisions of the Indenture.

          11. The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer.

          12. Eligible Loans are being acquired at a price which permits the results of the cash flow analyses provided to the Rating Agencies on the Closing Date to be sustained.

           WITNESS my hand this _____ day of ___________.

COLLEGE LOAN CORPORATION TRUST 2005-2


By: COLLEGE LOAN CORPORATION, as Issuer Administrator


By ______________________________
Name ______________________________
Title ______________________________

EXHIBIT B-1

FORM OF CLASS A-1 NOTE

          Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) 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 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 2005-2
STUDENT LOAN ASSET-BACKED NOTES
SERIES 2005-2
CLASS A-1

REGISTERED NO. A-1 REGISTERED $ 300,000,000

Date of Issuance
October 18, 2005 Final Maturity Date
January 15, 2015 CUSIP No.
194266AA0 ISIN No.
US194266AA08

PRINCIPAL SUM: THREE HUNDRED MILLION DOLLARS
REGISTERED OWNER: CEDE & CO.

           College Loan Corporation Trust 2005-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the Class A-1 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of October 1, 2005, among the Issuer, JPMorgan Chase Bank, N.A. as indenture trustee (the "Trustee") and Deutsche Bank Trust Company Americas as eligible lender trustee provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Final Maturity Date specified above (the "Class A-1 Maturity Date").

          The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-1 Rate (as defined on the reverse hereof), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. 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 Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

           Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

           Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST 2005-2

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement


By ____________________
        Authorized Signatory

Date: October 18, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Trustee,


By _______________________
        Authorized Signatory

Date: October 18, 2005

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 2005-2, Class A-1 (the "Class A-1 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 2005-2, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes (collectively, the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee, the Registered Owners and any Counterparties. The Notes are subject to all terms of the Indenture.

          The Class A-1 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are senior to the Class B Notes as and to the extent provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Product Agreements entered into by the Issuer, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

          Principal of the Class A-1 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the Class A-1 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date. "Quarterly Distribution Date" means the 15th day of each January, April, July and October or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing January 17, 2006.

          As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-1 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture.

          Interest on the Class A-1 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-1 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-1 Rate. The "Class A-1 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.01%. The "Class A-1 Rate" for the first Interest Accrual Period shall have the meaning set forth in the Indenture.

           Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

          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 series, subseries, if any, and aggregate principal amount of the same maturity.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture.

          The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee, the Registered Owners and any Counterparties under the Indenture.

          The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          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.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: ______________________________________________________________________________________________

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

______________________________________________________________________________________________

(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

By _________________________
Name _______________________
Title ______________________

Signature Guaranteed:

By_________________________________
*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B-2

FORM OF CLASS A-2 NOTE

          Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) 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 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 2005-2
STUDENT LOAN ASSET-BACKED NOTES
SERIES 2005-2
CLASS A-2

REGISTERED NO. A-2 REGISTERED $ 481,000,000

Date of Issuance
October 18, 2005 Final Maturity Date
October 15, 2021 CUSIP No.
194266AB8 ISIN No.
US194266AB80

PRINCIPAL SUM: FOUR HUNDRED EIGHTY ONE MILLION DOLLARS

REGISTERED OWNER: CEDE & CO.

           College Loan Corporation Trust 2005-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the Class A-2 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of October 1, 2005, among the Issuer, JPMorgan Chase Bank, N.A. as indenture trustee (the "Trustee") and Deutsche Bank Trust Company Americas as eligible lender trustee; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Final Maturity Date specified above (the "Class A-2 Maturity Date").

          The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-2 Rate (as defined on the reverse hereof), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. 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 Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

           Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

           Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST 2005-2

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement


By ____________________
        Authorized Signatory

Date: October 18, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Trustee,


By _______________________
        Authorized Signatory

Date: October 18, 2005

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 2005-2, Class A-2 (the "Class A-2 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 2005-2, Class A-1 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes (collectively, the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee, the Registered Owners and any Counterparties. The Notes are subject to all terms of the Indenture.

          The Class A-2 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are senior to the Class B Notes as and to the extent provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Product Agreements entered into by the Issuer, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

           Principal of the Class A-2 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the Class A-2 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date. "Quarterly Distribution Date" means the 15th day of each January, April, July and October or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing January 17, 2006.

          As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-2 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture.

           Interest on the Class A-2 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-2 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-2 Rate. The "Class A-2 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.11%. The "Class A-2 Rate" for the first Interest Accrual Period shall have the meaning set forth in the Indenture.

           Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

          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 series, subseries, if any, and aggregate principal amount of the same maturity.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture.

          The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee, the Registered Owners and any Counterparties under the Indenture.

          The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          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.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
______________________________________________________________________________________________

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

______________________________________________________________________________________________

(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

By _________________________
Name _______________________
Title ______________________

Signature Guaranteed:

By_________________________________
*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B-3

FORM OF CLASS A-3 NOTE

          Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) 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 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 2005-2
STUDENT LOAN ASSET-BACKED NOTES
SERIES 2005-2
CLASS A-3

REGISTERED NO. A-3 REGISTERED $ 200,000,000

Date of Issuance
October 18, 2005 Final Maturity Date
April 15, 2025 CUSIP No.
194266AC6 ISIN No.
US194266AC63

PRINCIPAL SUM: TWO HUNDRED MILLION DOLLARS
REGISTERED OWNER: CEDE & CO.

           College Loan Corporation Trust 2005-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the Class A-3 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of October 1, 2005, among the Issuer, JPMorgan Chase Bank, N.A. as indenture trustee (the "Trustee") and Deutsche Bank Trust Company Americas as eligible lender trustee provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Final Maturity Date specified above (the "Class A-3 Maturity Date").

          The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-3 Rate (as defined on the reverse hereof), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. 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 Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

           Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

           Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST 2005-2

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement


By ____________________
        Authorized Signatory

Date: October 18, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Trustee,


By _______________________
        Authorized Signatory

Date: October 18, 2005

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 2005-2, Class A-3 (the "Class A-3 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 2005-2, Class A-1 Notes, Class A-2 Notes, Class A-4 Notes and Class B Notes (collectively, the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee, the Registered Owners and any Counterparties. The Notes are subject to all terms of the Indenture.

          The Class A-3 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are senior to the Class B Notes as and to the extent provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Product Agreements entered into by the Issuer, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

           Principal of the Class A-3 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the Class A-3 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date. "Quarterly Distribution Date" means the 15th day of each January, April, July and October or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing January 17, 2006.

          As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-3 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture.

           Interest on the Class A-3 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-3 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-3 Rate. The "Class A-3 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.13%. The "Class A-3 Rate" for the first Interest Accrual Period shall have the meaning set forth in the Indenture.

           Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

          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 series, subseries, if any, and aggregate principal amount of the same maturity.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture.

          The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee, the Registered Owners and any Counterparties under the Indenture.

          The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          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.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

______________________________________________________________________________________________

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

______________________________________________________________________________________________

(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

By _________________________
Name _______________________
Title ______________________

Signature Guaranteed:

By_________________________________
*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B-4

FORM OF CLASS A-4 NOTE

           Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) 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 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 2005-2
STUDENT LOAN ASSET-BACKED NOTES
SERIES 2005-2
CLASS A-4

REGISTERED NO. A-4 REGISTERED $ 363,000,000

Date of Issuance
October 18, 2005 Final Maturity Date
January 15, 2037 CUSIP No.
194266AD4 ISIN No.
US194266AD47

PRINCIPAL SUM: THREE HUNDRED SIXTY THREE MILLION DOLLARS
REGISTERED OWNER: CEDE & CO.

           College Loan Corporation Trust 2005-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the Class A-4 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of October 1, 2005, among the Issuer, JPMorgan Chase Bank, N.A. as indenture trustee (the "Trustee") and Deutsche Bank Trust Company Americas as eligible lender trustee provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Final Maturity Date specified above (the "Class A-4 Maturity Date").

          The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-4 Rate (as defined on the reverse hereof), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. 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 Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

           Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

           Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST 2005-2

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement


By ____________________
        Authorized Signatory

Date: October 18, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Trustee,


By _______________________
        Authorized Signatory

Date: October 18, 2005

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 2005-2, Class A-4 (the "Class A-4 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 2005-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class B Notes (collectively, the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee, the Registered Owners and any Counterparties. The Notes are subject to all terms of the Indenture.

          The Class A-4 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are senior to the Class B Notes as and to the extent provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Product Agreements entered into by the Issuer, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

           Principal of the Class A-4 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the Class A-4 Noteholder's Principal Distribution Amount for such Quarterly Distribution Date. "Quarterly Distribution Date" means the 15th day of each January, April, July and October or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing January 17, 2006.

          As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-4 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture.

           Interest on the Class A-4 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-4 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-4 Rate. The "Class A-4 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.18%. The "Class A-4 Rate" for the first Interest Accrual Period shall have the meaning set forth in the Indenture.

           Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

          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 series, subseries, if any, and aggregate principal amount of the same maturity.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture.

          The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee, the Registered Owners and any Counterparties under the Indenture.

          The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          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.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

______________________________________________________________________________________________

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

______________________________________________________________________________________________

(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

By _________________________
Name _______________________
Title ______________________

Signature Guaranteed:

By_________________________________
*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B-5

FORM OF CLASS B NOTE

          Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) 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 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 2005-2
STUDENT LOAN ASSET-BACKED NOTES
SERIES 2005-2
CLASS B

REGISTERED NO. B REGISTERED $ 56,000,000

Date of Issuance
October 18, 2005 Final Maturity Date
January 15, 2037 CUSIP No.
194266AE2 ISIN No.
US194266AE20

PRINCIPAL SUM: FIFTY SIX MILLION DOLLARS
REGISTERED OWNER: CEDE & CO.

           College Loan Corporation Trust 2005-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the Class B Noteholder's Principal Distribution Amount for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of October 1, 2005, among the Issuer, JPMorgan Chase Bank, N.A. as indenture trustee (the "Trustee") and Deutsche Bank Trust Company Americas as eligible lender trustee provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Final Maturity Date specified above (the "Class B Maturity Date").

          The Issuer shall pay interest on this Note at the rate per annum equal to the Class B Rate (as defined on the reverse hereof), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. 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 Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

           Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

           Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

COLLEGE LOAN CORPORATION TRUST 2005-2

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement


By ____________________
        Authorized Signatory

Date: October 18, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Trustee,


By _______________________
        Authorized Signatory

Date: October 18, 2005

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 2005-2, Class B (the "Class B Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 2005-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (collectively, the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee, the Registered Owners and any Counterparties. The Notes are subject to all terms of the Indenture.

          The Class B Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are senior to the Class B Notes as and to the extent provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with the Derivative Product Agreements entered into by the Issuer, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

           Principal of the Class B Notes shall be payable on each Quarterly Distribution Date in an amount equal to the Class B Noteholder's Principal Distribution Amount for such Quarterly Distribution Date. "Quarterly Distribution Date" means the 15th day of each January, April, July and October or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing January 17, 2006.

          As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class B Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than 51% of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture.

           Interest on the Class B Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class B Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class B Rate. The "Class B Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.49%. The "Class B Rate" for the first Interest Accrual Period shall have the meaning set forth in the Indenture.

           Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

          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 series, subseries, if any, and aggregate principal amount of the same maturity.

          As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid.

          Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b) (i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. § 2510.3-101, it will promptly dispose of the Notes.

          The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture.

          The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee, the Registered Owners and any Counterparties under the Indenture.

          The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          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.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

______________________________________________________________________________________________

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

______________________________________________________________________________________________

(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

By _________________________
Name _______________________
Title ______________________

Signature Guaranteed:

By_________________________________
*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT C

FORM OF ISSUER ADMINISTRATOR'S MONTHLY
PAYMENT DATE CERTIFICATE

          This Issuer Administrator's Monthly Payment Date Certificate (the "Certificate") is being provided by College Loan Corporation, as Issuer Administrator (the "Issuer Administrator") to College Loan Corporation Trust 2005-2 (the "Issuer") pursuant to Section 5.03(b) of the Indenture of Trust, dated as of October 1, 2005 (the "Indenture), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee and eligible lender trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined shall have the same meanings as assigned to such terms in the Indenture.

          Pursuant to this Certificate, the Issuer Administrator hereby directs the Trustee to distribute by 1:00 p.m. (New York time) on ______, ______, from and to the extent of the amounts on deposit in the Collection Fund. $__________ Servicing Administration Fee due with respect to the preceding calendar month.

          The following amounts to the following parties:

to the Department: $____________________

to the Servicing Administrator: $_________________

to (insert name of Counterparty): $_____________________

          The Issuer Administrator hereby certifies that the information herein is true and accurate in all material respects and that the Trustee may conclusively rely on this Certificate with no further duty to examine or determine the information contained herein.

          IN WITNESS WHEREOF, the Issuer Administrator has caused this Certificate to be duly executed and delivered as of the date written below.

COLLEGE LOAN CORPORATION,
as Issuer Administrator


By _____________________________
        Authorized Signatory

____________, 20_____

JPMorgan Chase Bank, N.A.,
as Verification Agent


By _____________________________
        Authorized Signatory

____________, 20_____

EXHIBIT D

FORM OF ISSUER ADMINISTRATOR'S DISTRIBUTION DATE CERTIFICATE

Series 2005-2 Notes, Waterfall for Distributions Remaining
Funds
Balance

Total Available Funds (Collection Fund)

Payments to the Dept of Ed

Payments to the Servicing Administrator, Trustee and the Delaware Trustee

Administration Fee and Verification Agent payments

Interest Payments to Class A Noteholders and any Counterparties
Class A-1 Senior Notes
Class A-2 Senior Notes
Class A-3 Senior Notes
Class A-4 Senior Notes
Other Senior Obligations - SWAP Payments (Net of Settlement on SWAP)
Total Interest Distribution on Senior Notes or Obligations

Interest Payments to Class B Noteholders
Class B Notes

Total Interest Distribution on Class B Subordinate Noteholders


The Class A Principal Distribution Amount to the Class A-1 Noteholders (until paid in full);

The Class A Principal Distribution Amount to the Class A-2 Noteholders (until paid in full);

The Class A Principal Distribution Amount to the Class A-3 Noteholders (until paid in full);

The Class A Principal Distribution Amount to the Class A-4 Noteholders (until paid in full);

On and after the Stepdown Date (no Trigger Event is in effect), the Class B Principal Distribution Amount to the Class B Noteholders (until paid in full);

Reserve Fund - amount, if any, necessary to restore the Reserve Fund to its required minimum balance

To any Derivative Product Agreement Counterparty, any unreimbursed termination payments due under the terms of the derivative product agreement

To the Servicing Administrator, any unpaid carry-over servicing administration fee

Remaining amounts

COLLEGE LOAN CORPORATION,
as Issuer Administrator


By _____________________________
        Authorized Signatory


JPMorgan Chase Bank, N.A.,
as Verification Agent


By _____________________________
        Authorized Signatory

EXHIBIT E

FORM OF ISSUER'S REPORT

College Loan Corporation Trust 2005-2
Statement to Note Holders
As of and for the period ended: __/__/___

Pursuant to section 4.15(c) of the Trust Indenture, the following is provided to the trustee by the issuer. The information shown below has not been independently verified, however it is believed to be accurate to the best of the issuer's knowledge.

(a) the amount of principal paid on each series of Notes during ______, 20__;

                                  Class      Principal Paid
                                  -----      --------------
                                   A-1               $
                                   A-2               $
                                   A-3               $
                                   A-4               $
                                    B                $

(b) the amount of interest paid on each series of Notes during ______, 20__;

                                  Class     Interest Paid
                                  -----     -------------
                                   A-1             $
                                   A-2             $
                                   A-3             $
                                   A-4             $
                                    B              $

(c) the principal balance of Financed Student Loans as of the close of business on the last day of ______, 20__;

Principal Balance of Financed Student Loans $_________

(d) the aggregate outstanding principal amount of each series of the Notes as of the close of business on the last day of ______, 20__, after giving effect to principal payments reported under paragraph (a) above;

                                  Class       Outstanding Balance
                                  -----       -------------------
                                   A-1                     $
                                   A-2                     $
                                   A-3                     $
                                   A-4                     $
                                    B                      $

(e) the interest rate for all outstanding and unpaid series of Notes for ______ 20__, indicating how such interest rate is calculated;

                  Weighted Average
       Class          Libor Rate         Spread     Weighted Average Rate        Interest Calculation
       -----      ----------------       ------     ---------------------        --------------------
        A-1                      %            %                       %
        A-2                      %            %                       %
        A-3                      %            %                       %
        A-4                      %            %                       %
         B                       %            %                       %

(f) the amount of servicing administration fees paid to the Servicing Administrator during ______ 20__;

Servicing Administration fees paid $_________

(g) the amount of fees paid to the Issuer Administrator, Delaware Trustee, the Indenture Trustee and the Eligible Lender Trustee during ______ 20__;

                             Fee                   Amount Paid
                             ---                   -----------
                          Administration                 $
                        Delaware Trustee                 $
                                 Trustee                 $
                 Eligible Lender Trustee                 $

(h) the amount of principal and interest received on Financed Student Loans during ______ 20__;

Amount of principal and interest received $_________

(i) the portion, if any, of the principal or interest payments made on the Notes as described in sections (a) or (b) above during ______ 20__ from amounts on deposit in the Reserve Fund, the amount of any other withdrawals from the Reserve Fund during ______ 20__ and the balance of the Reserve Fund as of the close of business on the last day of ______ 20__;

Principal and interest payments made from the Reserve Fund
Amount of any other withdrawals from the Reserve Fund
Ending Balance of Reserve Fund $
$
$

(j) the portion, if any, of the principal or interest payments made on the Notes as described in sections (a) or (b) above during ______ 20__ from amounts on deposit in the Acquisition Fund;

Principal and interest payments made from the Acquisition Fund $_________

(k) the aggregate amount, if any, paid by the Trustee to acquire Student Loans from amounts on deposit in the Acquisition Fund during ______ 20__;

Amounts paid to acquire Student Loans $_________

(l) the amount remaining in the Acquisition Fund that has not been used to acquire Student Loans and is being transferred to the Collection Fund;

Amounts in Acquisition fund to be transferred to the Collection Fund $_________

(m) the aggregate amount, if any, received by the Trust for Financed Student Loans sold during ______ 20__;

Amounts received for Financed Student Loans sold $_________

(n) the number and principal amount of Financed Student Loans, as of the close of business on the last day of ______ 20__, that are (i) 0 to 30 days delinquent, (ii) 31 to 60 days delinquent, (iii) 61 to 90 days delinquent, (iv) 91 to 120 days delinquent, (v) greater than 120 days delinquent and (vi) for which claims have been filed with the appropriate Guarantee Agency and which are awaiting payment;

                                                          Number            Amount
                                                          ------            ------
             (i)  0 to 30 days delinquent
            (ii)  31 to 60 days delinquent
           (iii)  61 to 90 days delinquent
            (iv)  91 to 120 days delinquent
             (v)  > 120 day delinquent
            (vi)  & claims filed
                  Total

(o) the Value of the Trust Estate and the Outstanding principal amount of the Notes as of the close of business on the last day of ______ 20__; and

Value of the Trust Estate $_________

Outstanding Principal amount of the Notes $_________

(p) the number and percentage by dollar amount of (i) rejected federal reimbursement claims for Financed Student Loans, (ii) Financed Student Loans in forbearance, and (iii) Financed Student Loans in deferment as of the close of business on the last day of ______ 20__.

                                                                     Number      Percentage
                                                                     ------      ----------
  (i)     Outstanding rejected federal reimbursement claims                            %
  (ii)    Financed Student Loans in forbearance                                        %
  (iii)   Financed Student Loans in deferment                                          %

COLLEGE LOAN CORPORATION,
as Issuer Administrator


By:___________________________
        Name:
        Title:

EXHIBIT F

BORROWER INCENTIVES AND SPECIAL PROGRAMS

1.     ACH (.25% rate reduction)

EX-25

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

(State of incorporation
if not a national bank)

1111 Polaris Parkway
Columbus, Ohio
(Address of principal executive offices) 13-4994650
(I.R.S. employer
identification No.)


43271
(Zip Code)

Thomas F. Godfrey
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza, 25th Floor
New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service) (Exact name of obligor as specified in its charter)

(State or other jurisdiction of
incorporation or organization)



(Address of principal executive offices) (I.R.S. employer
identification No.)



(Zip Code)

(Title of the indenture securities)series

GENERAL

Item 1. General Information.

          Furnish the following information as to the trustee:

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

                 Comptroller of the Currency, Washington, D.C.

                 Board of Governors of the Federal Reserve System, Washington, D.C., 20551

                Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

                 Yes.

Item 2. Affiliations with the Obligor and Guarantors.

          If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

           None.

Item 16. List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.           A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           2.           A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           3.           None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

           4.           A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.           Not applicable.

           6.            The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           7.           A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

           8.           Not applicable.

           9.           Not applicable.

SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the        day of                   , 2005.

JPMORGAN CHASE BANK, N.A.

By   /s/ Luiza Sinanian                                        

EX-99

AMENDED AND RESTATED
TRUST AGREEMENT



between



COLLEGE LOAN LLC,
as Sponsor

and

WILMINGTON TRUST COMPANY,
as Delaware Trustee








COLLEGE LOAN CORPORATION TRUST 2005-2



Dated as of October 1, 2005

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND USAGE

ARTICLE II
ORGANIZATION

Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
Section 2.08
Section 2.09
Section 2.10 Name
Office
Purposes and Powers
Appointment of Delaware Trustee
Initial Capital Contribution of Trust Estate
Declaration of Trust
Liability of the Certificateholders
Title to Trust Property
Representations and Warranties of the Sponsor
Federal Income Tax Allocations 2
2
2
3
3
3
4
4
4
5

ARTICLE III
TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 3.08
Section 3.09
Section 3.10 Initial Beneficial Ownership
The Trust Certificates
Authentication of Trust Certificate
Registration of Transfer and Exchange of Trust Certificates
Mutilated, Destroyed, Lost or Stolen Trust Certificates
Persons Deemed Owners
Access to List of Certificateholders' Names and Addresses
Maintenance of Office or Agency
Appointment of Certificate Paying Agent
Restrictions on Transfer 5
5
5
6
7
7
7
8
8
8

ARTICLE IV
ACTIONS BY DELAWARE TRUSTEE

Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05 Prior Notice to Certificateholders with Respect to Certain Matters
Action by the Certificateholders with Respect to Certain Matters
Action by the Certificateholders with Respect to Bankruptcy
Restrictions on Certificateholders' Power
Majority Control 10
11
11
12
12

ARTICLE V
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01
Section 5.02
Section 5.03
Section 5.04

Section 5.05 Application of Trust Funds
Method of Payment
No Segregation of Moneys; No Interest
Accounting and Reports to the Noteholders, Certificateholder, the
Internal Revenue Service and Others
Signature on Returns; Tax Matters Partner 12
13
13

13
14

ARTICLE VI
AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

Section 6.01
Section 6.02
Section 6.03
Section 6.04

Section 6.05
Section 6.06 General Authority
General Duties
Action Upon Instruction
No Duties Except as Specified in this Agreement, any other Basic
Document or in Instructions
No Action Except Under Specified Documents or Instructions
Restrictions 14
14
15

16
16
17

ARTICLE VII
CONCERNING THE DELAWARE TRUSTEE

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

Section 7.07 Acceptance of Trusts and Duties
Furnishing of Documents
Representations and Warranties
Reliance; Advice of Counsel
Not Acting in Individual Capacity
Delaware Trustee not Liable for Trust Certificates or Financed
Eligible Loans
Delaware Trustee May Own Trust Certificates and Notes 17
19
19
19
20

20
20

ARTICLE VIII
COMPENSATION OF DELAWARE TRUSTEE

Section 8.01
Section 8.02 Delaware Trustee's Fees and Expenses
Payments to the Delaware Trustee 20
21

ARTICLE IX
TERMINATION OF TRUST AGREEMENT

Section 9.01 Termination of Trust Agreement 21

ARTICLE X
SUCCESSOR DELAWARE TRUSTEES AND ADDITIONAL DELAWARE TRUSTEES

Section 10.01
Section 10.02
Section 10.03
Section 10.04
Section 10.05 Eligibility Requirements for Delaware Trustee
Resignation or Removal of Delaware Trustee
Successor Delaware Trustee
Merger or Consolidation of Delaware Trustee
Appointment of Co-Delaware Trustee or Separate Delaware Trustee 22
22
23
23
24

ARTICLE XI
MISCELLANEOUS

Section 11.01
Section 11.02
Section 11.03
Section 11.04
Section 11.05
Section 11.06
Section 11.07
Section 11.08
Section 11.09
Section 11.10
Section 11.11 Supplements and Amendments
No Legal Title to Trust Estate in Certificateholders
Limitations on Rights of Others
Notices
Severability
Separate Counterparts
Successors And Assigns
No Petition
No Recourse
Headings
Governing Law 25
26
26
26
27
27
27
27
27
28
28

Appendix A - Procedures for Establishing Trust Certificate Rates

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

          THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2005 (the "Agreement"), between Wilmington Trust Company, a Delaware trust company, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and any successor trustee appointed as provided in this Agreement and College Loan LLC, a Delaware limited liability company (the "Sponsor"), amends and restates in its entirety that certain Trust Agreement, dated as of September 21, 2005 (the "Original Trust Agreement"), between the Delaware Trustee and the Sponsor.

          WHEREAS, the Sponsor and the Delaware Trustee entered into the Original Trust Agreement, in connection with the formation of College Loan Corporation Trust 2005-2 (the "Trust") by the Delaware Trustee; and

          WHEREAS, Section 8 of the Original Trust Agreement provided that the Original Trust Agreement would be amended in its entirety to provide for the operation of the trust; and

          WHEREAS, the parties hereto wish to amend and restate the Original Trust Agreement in its entirety to read as set forth herein; and

          NOW THEREFORE, the Original Trust Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS AND USAGE

          For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein are defined in the Indenture, dated as of October 1, 2005, among the Trust, JPMorgan Chase Bank, N.A. as trustee (the "Indenture Trustee"), and Deutsche Bank Trust Company Americas, as eligible lender trustee (the "Eligible Lender Trustee"), which also contains rules as to construction and usage that shall be applicable herein.

          "Basic Documents" means this Agreement, the Original Trust Agreement, the Indenture, the Custodian Agreements, the Administration Agreement, any Servicing Agreements, the Verification Agent Agreement, any Derivative Product Agreements, the Eligible Lender Trust Agreements, the Student Loan Purchase Agreements, any Guarantee Agreements, the Joint Sharing Agreement, the Investment Agreement and the Underwriting Agreement.

          "Certificateholder" means a holder of a Trust Certificate.

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

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

          "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 given time shall not exceed 100%.

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

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

           "Underwriting Agreement" means the Agreement, dated October 7, 2005, among Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC and J.P. Morgan Securities Inc., as underwriters, the Sponsor and College Loan Corporation.

ARTICLE II

ORGANIZATION

           Section 2.01 Name.      The trust created by the Original Trust Agreement and continued hereby (the "Trust") is known as "College Loan Corporation Trust 2005-2," 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 constitutes a statutory trust within the meaning of Section 3801(a) of the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq. (the "Delaware Statutory 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 Statutory 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 19891-0001, Attention: Corporate Trust Administration (the "Corporate Trust Office") or at such other address as the Delaware Trustee may designate by written notice to the Certificateholder and the Sponsor.

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

(i) to issue the Notes pursuant to the Indenture, and the Trust Certificate pursuant to this Agreement and to sell the Notes in one or more transactions;

(ii) to deposit and apply the proceeds of the sale of the Notes, as specified in Article V of the Indenture;

(iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of this Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

(iv) to originate and acquire Financed Eligible Loans;

(v) to enter into and perform its obligations under the Basic Documents to which it is to be a party;

(vi) 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

(vii) 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 is hereby authorized to engage in the foregoing activities and any activities that are necessary or incidental thereto. 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 Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (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 Certificates to be treated other than as interests in a partnership or disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Noteholders, the Delaware Trustee or the Trust.

           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 Statutory 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 statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (i) if there is more than one Certificateholder for federal income tax purposes, the Trust shall be treated as a partnership, with the assets of the partnership being the Financed Eligible Loans and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being debt of the partnership and (ii) if there is only one Certificateholder for federal income tax purposes, the Trust shall be disregarded as an entity separate from that Certificateholder. The parties agree that, unless otherwise required by appropriate tax authorities, any necessary tax returns, reports and other forms shall, as provided in Section 5.04, be filed in a manner consistent with such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Delaware Trustee shall have all rights, powers and duties set forth herein and in the Delaware Statutory 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. 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.      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 Issuer Eligible Lender Trust Agreement; provided that legal title to the Financed Eligible 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 Issuer Eligible Lender Trust Agreement, subject to the obligations of the Trust under the Basic Documents.

           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 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 Agreement has been duly authorized by the Sponsor by all necessary corporate action.

           (c)      This 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 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.

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 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, 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. No Trust Certificate shall entitle its holder to any benefit under this 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 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 hereunder.

           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, 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, 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.

          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 Internal Revenue Code of 1986, as amended, 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 (a) that it is not a Benefit Plan Investor and is not acquiring such Trust Certificate with the assets of a Benefit Plan Investor and (b) 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 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 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 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 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 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 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 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 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 "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 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 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."

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 Eligible 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 Eligible Loans);

           (b)      the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

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

           (d)      the amendment, change or modification of the Issuer 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 Trustee or pursuant to this Agreement of a successor certificate registrar, or the consent to the assignment by the note registrar, certificate paying agent or Trustee or certificate registrar of its obligations under the Indenture or this 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 Trustee, the Sponsor, the Issuer Administrator, any Counterparty, any Custodian 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 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 Agreement; or

           (p)      causing the Trust to lend any funds to any entity, unless permitted in this 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 Agreement and the Basic Documents shall be the only agreements 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, or the Issuer Administrator or (b) except as expressly provided in the Basic Documents, sell the Financed Eligible 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 have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders and the delivery to the Delaware Trustee by each such Certificateholder of a certificate certifying that such Certificateholder reasonably believes that the Trust is insolvent.

           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 Agreement or any of the other Basic Documents or would be contrary to Section 2.03 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 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 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 any funds from the Collection Fund (a "Distribution Date"), the Delaware Trustee shall distribute such amounts to the Certificateholder 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 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.

           (c)      On the Closing Date, the Certificateholder shall receive all amounts received by the Trust from the Counterparty under the Interest Rate Cap Derivative Product Agreement.

Section 5.02 Method of Payment. Subject to Section 9.01(c), 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, moneys received by the Delaware Trustee hereunder need not be segregated in any manner except to the extent required by law 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 Noteholders, 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 as a disregarded entity for Federal income tax purposes, so long as there is only one Certificateholder, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Trustee, the Delaware Trustee, the Sponsor and, if different, the holder of the Trust Certificate receives 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 Certificateholder. 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 Eligible 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 a partnership 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. If under applicable law, any holder of a Trust Certificate is required to sign or cause to be signed such returns, the Delaware Trustee shall remit such returns to the holder of the Trust Certificate having the largest Percentage Interest at least five days before such returns are due to be filed. In such case, that holder of the Trust Certificate shall promptly sign or cause to be signed 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 any holder of the Trust Certificate 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 holder of the Trust Certificate's breach of its obligations under this 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 Certificateholder shall sign such documents.

ARTICLE VI

AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

           Section 6.01 General Authority.      The Delaware Trustee is authorized and directed to execute and deliver 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 Trustee to authenticate and deliver the Notes issued pursuant to the Indenture. The Delaware Trustee is also authorized and directed on behalf of the Trust (i) to originate or acquire the Financed Eligible Loans and to transfer legal title to the Financed Eligible Loans to the Eligible Lender Trustee in accordance with the Issuer Eligible Lender Trust Agreement, (ii) to follow the direction of and cooperate with any Servicer to the extent necessary to enable such Servicer to fulfill its obligations under the related Servicing Agreement and (iii) to cooperate with the Issuer Administrator in submitting, pursuing and collecting any claims to and with the Department with respect to any interest subsidy payments and Special Allowance Payments relating to the Financed Eligible 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 directs or instructs with respect to the Basic Documents and is directed to take such action to the extent that the Issuer 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 Agreement and to administer the Trust in the interest of the Certificateholders, subject to and in accordance with the provisions of this 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 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 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 Eligible Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Financed Eligible Loans.

           Section 6.03 Action Upon Instruction.      (a) Subject to Article IV, Section 7.01 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 Article VII.

           (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 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 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 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 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 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 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 Agreement, or in any document or proper written instruction received by the Delaware Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this 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 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 Agreement. No provision of this 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 Agreement. The provisions of this 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 (i) in accordance with the powers granted to and the authority conferred upon the Delaware Trustee pursuant to this Agreement, (ii) in accordance with this Agreement and (iii) in accordance with any document or instruction delivered to the Delaware Trustee pursuant to Section 6.03.

           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 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 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 Sponsor, 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 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 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 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, or the Certificateholder(s);

           (c)      no provision of this 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 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 Noteholder 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, the Seller, the 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 Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration Agreement, the Trustee under the Indenture or any Servicer under any Servicing Agreement;

           (g)      the Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this 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 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; and

           (h)      Notwithstanding anything to the contrary herein or in any other document, the Delaware Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Sponsor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the Sarbanes-Oxley Act of 2002. Notwithstanding any Person's right to instruct the Delaware Trustee, 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 by the SEC or 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 this Agreement or any other document in connection herewith.

           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 Agreement;

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

           (c)      Neither the execution nor the delivery by it of this 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 by-laws 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 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 Agreement or any other Basic Document.

           Section 7.05 Not Acting in Individual Capacity.      Except as provided in this Article VII, in accepting the duties hereby created, Wilmington Trust Company acts solely as Delaware Trustee hereunder and not in its individual capacity and all Persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this 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 Eligible 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 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 Eligible Loan or related documents. Subject to Section 6.04(c), 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 Eligible 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 Agreement or the Noteholders under the Indenture, including the existence and contents of any computer or other record of any Financed Eligible Loan; the validity of the assignment of any Financed Eligible Loan to the Delaware Trustee on behalf of the Trust; the completeness of any Financed Eligible Loan; the performance or enforcement (except as expressly set forth in any Basic Document) of any Financed Eligible Loan; the compliance by the Sponsor, the Eligible Lender Trustee, any Servicer, the Issuer 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, the Trustee or any Servicer 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, the 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 are set forth in the Delaware Trustee Fee and Indemnity Agreement, and the Delaware Trustee shall be entitled to be reimbursed and indemnified by The Sponsor and College Loan Corporation, to the extent provided in such separate agreement. The Delaware Trustee shall have a claim against the Trust Estate to the extent of any unpaid amounts due the Delaware Trustee under the Delaware Trustee Fee and Indemnity Agreement; provided, however, the Delaware Trustee’s recourse against the Trust Estate shall be limited to its rights under Sections 5.03 and 6.02 of the Indenture until the Notes are paid in full.

           Section 8.02 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 Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and terminate and be of no further force or effect upon the final distribution by the 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, Section 3808(e) of the Delaware Statutory Trust Act, and Article V of this Agreement, respectively. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) 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 (z) otherwise affect the rights, obligations and liabilities of the parties hereto. After distribution of all funds or other property contemplated by this Section 9.01(a), the Delaware Trustee, at the direction and expense of the Sponsor, shall file a certificate of cancellation of the Trust with the Delaware Secretary of State.

           (b)      Except as provided in Section 9.01(a), 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.

          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 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 (i) meeting the requirements of Section 3807(a) of the Delaware Statutory Trust Act; (ii) being subject to supervision or examination by Federal or state authorities; and (iii) having (or having a parent which has) a rating of at least investment grade by the Rating Agencies. 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.

           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 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 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 and shall fail to resign after written request therefor by the Issuer Administrator, or if at any time an insolvency event 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 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 shall execute, acknowledge and deliver to the Issuer Administrator and to its predecessor Delaware Trustee an instrument accepting such appointment under this 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 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 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.

          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 Trustee and the Noteholders. 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.

           Section 10.05 Appointment of Co-Delaware Trustee or Separate Delaware Trustee.       Notwithstanding any other provisions of this 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, 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 Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to clauses (iv) through (v) of Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

(i) 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;

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

(iii) 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 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 Agreement, specifically including every provision of this 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 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 Agreement may be amended by the Sponsor and the Delaware Trustee without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders 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 Noteholder or Certificateholder.

          This Agreement may also be amended from time to time by the Sponsor and the Delaware Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the aggregate outstanding principal balance of the Notes and (ii) 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 Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; PROVIDED, HOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Financed Eligible Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) 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 Noteholders 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 Trustee.

          It shall not be necessary for the consent of the Certificateholders or the Noteholders, 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 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 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 Agreement. 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 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. 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 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 Agreement are solely for the benefit of the Delaware Trustee, the Sponsor, each Servicer, the Certificateholders, the Issuer Administrator, and, to the extent expressly provided herein, the Trustee and the Noteholders, and nothing in this 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 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 West Bernardo Drive, Suite 100, San Diego, CA 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 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 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 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.      (a) The Sponsor will not, prior to the date which is one year and one day after the termination of the Indenture, institute against the Trust any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the other Basic Documents.

           (b)      The Delaware Trustee (not in its individual capacity but solely as Delaware Trustee), by entering into this Agreement, the Certificateholder, by accepting a Trust Certificate, and the Trustee and each Noteholder, by accepting the benefits of this 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, 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, this Agreement or any of the other Basic Documents.

           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, the Eligible Lender Trustee, the Delaware Trustee, the 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 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 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/ Joann A. Rozell                                      
Name:  Joann A. Rozell
Title:   Assistant Vice President

COLLEGE LOAN LLC,
as Sponsor

By COLLEGE LOAN CORPORATION, as
Sole Economic Member



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

EXHIBIT A TO THE TRUST AGREEMENT

[FORM OF TRUST CERTIFICATE]

          THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "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 ACT THAT PURCHASES FOR ITS OWN ACCOUNT, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 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 2005-2

          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 2005-2 (the "Trust" or the "Issuer"), a trust formed under the laws of the State of Delaware by College Loan LLC, a California corporation (the "Sponsor"). The Trust was created pursuant to the Original Trust Agreement dated as of September 21, 2005 (the "Original Trust Agreement"), 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") as amended and restated by the Amended and Restated Trust Agreement, dated as of October 1, 2005 (the "Amended and Restated Trust Agreement") between the Sponsor and the Trust. 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 2005-2 Trust Certificates" (herein called the "Certificates" or the "Trust Certificates") issued under the Amended and Restated Trust Agreement. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Amended and Restated Trust Agreement, to which Amended and Restated 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 Eligible Loans"), all moneys paid thereunder, certain bank accounts and the proceeds thereof and certain other rights under the Amended and Restated 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 for purposes of Federal income, state and local income and franchise and any other income taxes, (i) if there is more than one Certificateholder, the Trust will be treated as a partnership and the Certificateholders will be treated as partners in that partnership and (ii) if there is only one Certificateholder, the Trust will be disregarded as an entity separate from the sole Certificateholder. The Certificateholders, by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust Certificates for such tax purposes as partnership interests in the Trust if there is more than one Certificateholder. Certificateholders specifically 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 the treatment of the Trust as a partnership if there is more than one Certificateholder.

          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 Amended and Restated 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 Trustee, any Servicer, the Issuer 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 Amended and Restated 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 Eligible Loans, all as more specifically set forth in the Indenture. A copy of each of the Indenture and the Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 2005-2

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


By: ___________________________________________
          Authorized Signatory

Date: ____________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


By: ___________________________________________
          Authorized Signatory

Date: ____________

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 TO THE TRUST AGREEMENT

[Form of Purchaser's Representation and Warranty Letter]

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

           Re:      College Loan Corporation Trust 2005-2 Trust Certificates

Ladies and Gentlemen:

          In connection with our proposed purchase of the College Loan Corporation Trust 2005-2 Trust Certificate (the "Certificate") issued under the Amended and Restated Trust Agreement dated as of October 1, 2005 (the "Agreement"), between College Loan LLC, as Sponsor (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 and is acquiring the Certificates for its own institutional account or for the account of an institutional accredited investor.

           2.      It is not (i) 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, or (2) 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.I

           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 Certificates. It understands the full nature and risks of an investment in the 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 Certificates.

           5.      It understands that the 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 Certificates, such 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 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 "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 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 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 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 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 Certificate, any interest in any Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from, or otherwise approached or negotiated with respect to any Certificate, any interest in any 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 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 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 2005-2

          THIS Certificate of Trust of College Loan Corporation Trust 2005-2 (the "Trust") is being duly executed and filed by Wilmington Trust Company, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801 et seq.) (the "Act").

           1.      Name: The name of the statutory trust formed hereby is College Loan Corporation Trust 2005-2.

           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-99

SERVICING ADMINISTRATION AGREEMENT

This SERVICING ADMINISTRATION AGREEMENT (the "Servicing Administration Agreement") is entered into as of October 1, 2005 by and between College Loan Corporation, having its principal office in San Diego, California (the "Servicing Administrator") and College Loan Corporation Trust 2005-2, a Delaware statutory trust, having its principal office in Wilmington, Delaware (the "Issuer").

WITNESSETH:

           WHEREAS, the Issuer acquires and holds student loans which are guaranteed under a guarantee program established pursuant to the requirements of the Higher Education Act of 1965, as amended (the "Student Loans"); and

           WHEREAS, pursuant to this Servicing Administration Agreement the Servicing Administrator will agree to provide, or cause there to be provided, loan servicing services for certain Student Loans; and

           WHEREAS, the Issuer wishes to retain the Servicing Administrator to service certain Student Loans owned by the Issuer as beneficial owner and by an eligible lender as eligible lender trustee (such Student Loans subject to this Servicing Administration Agreement being referred to herein as the "Financed Student Loans"), and the Servicing Administrator wishes to undertake the obligation to service or cause to be serviced all such Financed Student Loans in accordance with the requirements of the Higher Education Act of 1965, as amended, regulations promulgated thereunder by the U.S. Department of Education and regulations and other requirements issued by any applicable guaranty agency or insurer (collectively, the "Higher Education Act") and under the terms hereinafter set forth; and

           WHEREAS, the Servicing Administrator may subcontract with other third parties, to the extent permitted by the hereinafter defined Indenture, to provide the services required of Servicing Administrator hereunder;

           NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the Issuer and the Servicing Administrator agree as follows:

1.      Servicing Requirement and Employment of Servicing Administrator

The Issuer hereby authorizes and appoints the Servicing Administrator to act as its agent for the limited purpose of performing servicing for the Financed Student Loans. The Servicing Administrator agrees to perform such functions in compliance with all requirements of the Higher Education Act and all other applicable laws and regulations, and in accordance with the terms and conditions of this Servicing Administration Agreement.

The authorization granted by this Servicing Administration Agreement includes, but is not limited to, correspondence and communication with any guaranty agency or the U.S. Department of Education regarding the Financed Student Loans, the assignment of claims to any guaranty agency or insurer, communication with borrowers and any other communication, correspondence, signature or other act required to service the Financed Student Loans in accordance with requirements of the Higher Education Act or regulations promulgated by any guaranty agency.

The Issuer hereby authorizes the Servicing Administrator to enter into servicing contracts to provide the services required of the Servicing Administrator hereunder and to meet any obligations of the Issuer hereunder, including the Student Loan Origination and Servicing Agreement, dated April 24, 2000, between JPMorgan Chase Bank, N.A. (as successor to Bank One National Association), as eligible lender trustee for the Servicing Administrator and Great Lakes Educational Loan Services, Inc. ("Great Lakes") and the Federal/FFEL Origination/Servicing Agreement, dated as of December 1, 2000, between JPMorgan Chase Bank, N.A. (as successor to Bank One National Association), as eligible lender trustee for the Servicing Administrator and ACS Education Loan Services, Inc. (together with Great Lakes, the "Servicers") permitted by the Indenture of Trust dated as of October 1, 2005 (the "Indenture") among the Issuer, Deutsche Bank Trust Company Americas, as eligible lender trustee (the "Eligible Lender Trustee"), and JPMorgan Chase Bank, N.A., as indenture trustee (together with its successors and assigns, the "Trustee").

2.      Term

The term of this Servicing Administration Agreement shall commence as of the date of this Servicing Administration Agreement and shall continue for an initial period of three (3) years. At the expiration of the initial term (including any extensions thereof), the term shall automatically extend for one additional year each year thereafter, unless either party gives 90 days written notice prior to the end of the initial term or any extension of the term. The Servicing Administrator may, concurrent with the beginning of any extension of the term, increase the fees, charges and expenses from those set forth in Exhibit A hereto by giving at least one hundred twenty (120) days notice prior to the beginning of such extension of the term. In no case will any individual fee charge or expense increase more than 2% above the immediately preceding fee developed in accordance with this Section or Section 3 below.

The representations and warranties of the Servicing Administrator in Section 7, and the indemnities in Section 14 shall survive any termination of this Servicing Administration Agreement. If servicing of any Financed Student Loan is transferred to a successor servicer, such successor servicer shall be required by the Issuer to engage in good faith efforts to obtain payment on any claim initially rejected by a guaranty agency or insurer for payment including, without limitation, involving the Servicing Administrator in such effort, where the reason for claim denial relates to the period during which the Servicing Administrator serviced such Financed Student Loan hereunder.

3.      Fees and Payment of Fees

a. Initially fees shall be charged in accordance with the schedule set forth in Exhibit A hereto.

b. Servicing Administrator shall submit an invoice monthly to the Issuer, and the Issuer shall remit payment for services performed as shown on that invoice.

c. Payment is due within 30 days after receipt of the Billing Package. The Billing Package shall consist of an invoice, and supporting documentation. The Servicing Administrator shall be paid interest at a rate of prime + 2% per annum for fees not paid within sixty (60) days of the most recent Billing Package. This charge shall apply to each thirty (30) day period until the fee is paid. Prime rate will be the rate reported in the Wall Street Journal as of the last business day of the month in which the Billing Package was received.

d. The Servicing Administrator acknowledges that the Issuer shall be entitled to receive all payments of principal, interest, Special Allowance Payments and late charges received with respect to the Financed Student Loans and that the Servicing Administrator shall have no right to retain such amounts as payment of any fees due to the Servicing Administrator from the Issuer under the terms of this Servicing Administration Agreement. The Issuer hereby authorizes the Servicing Administrator to assess, collect and retain any charges which the Issuer is permitted by law or regulation to assess with respect to not sufficient fund ("NSF") processing or other collection costs.

e. If other costs beyond the control of the Servicing Administrator shall increase, including, without limitation, postal rates, or the imposition of any tax or assessment not currently being charged against the fees of the Servicing Administrator, then the Servicing Administrator shall provide the Issuer with 90 days' prior written notice (and including supporting documentation) of such proposed increased costs and expenses. If the Issuer accepts such increased costs and expenses, the increased costs and expenses will go into effect at the end of such 90 day period. If the Issuer objects to such fee increase and the Servicing Administrator fails to agree to reduce or eliminate the increase in a manner satisfactory to the Issuer, then an early termination will occur and the Financed Student Loans will be deconverted at cost within 180 days of receipt of said notice. The Issuer shall not be permitted to so terminate this Servicing Administration Agreement unless and until the Issuer shall have entered into another agreement similar to this with the Servicing Administrator or another servicer satisfying the Rating Agency Confirmation.

f. If the Servicing Administrator's costs and expenses are increased due to changes in the manner of servicing the Financed Student Loans as a result of changes in the Higher Education Act or the interpretation thereof or due to changes in guaranty agency requirements, then 90 days after delivery of written notice to the Issuer the Servicing Administrator may increase servicing fees payable hereunder to reasonably reflect such costs and expenses. However, no such increase shall take effect until the Servicing Administrator provides supporting documentation to the Issuer that justifies such increase. In the event the parties do not agree on the interpretation of the changes to the Higher Education Act, then either party may terminate this Servicing Administration Agreement upon ninety (90) days' written notice to the other party; provided, however, that this Servicing Administration Agreement shall not be so terminated by the Issuer unless and until the Issuer shall have entered into another agreement similar to this with the Servicing Administrator or another servicer satisfying the Rating Agency Confirmation.

If the Issuer believes the cost for services under this Servicing Administration Agreement are lower by changes in regulations, law or processing, the Issuer will submit a proposed fee schedule to the Servicing Administrator. If the Servicing Administrator does not reject the schedule, the fees will go into effect 90 days thereafter.

4.      Loan Servicing

The Servicing Administrator covenants and agrees to service each Financed Student Loan in compliance with all requirements of the Higher Education Act and all other applicable laws and regulations. Without limiting the foregoing, in fulfillment of its obligations hereunder, the Servicing Administrator shall:

a. Maintain a complete and separate file for the Financed Student Loans of each borrower, which file shall include all documentation and correspondence related to the Financed Student Loans.

b. Perform the actions necessary to maintain the guarantee and/or insurance on each Financed Student Loan at all times.

c. Exercise "due diligence" as that term is defined in the Higher Education Act, in the servicing, administration and collection of all Financed Student Loans. See also Section 5.

d. Prepare and maintain accounting records with respect to the Financed Student Loans; process refunds and other adjustments; process address changes and maintain address records.

e. Collect, or cause to be collected, all payments of principal, interest, Special Allowance Payments and late charges (and including any guarantee payments) and deposit all such payments into the Collection Account established with the Trustee under the Indenture or, in the case of Interest Benefit Payments or Special Allowance Payments, cause such payments to be forwarded to the Trustee. The Servicing Administrator shall remit collected funds by automated clearing house (ACH) to the Trustee as the Servicing Administrator and Issuer shall mutually agree. Upon submission by the Servicing Administrator to the Secretary of Education of a billing for Interest Benefit Payments or Special Allowance Payments, the Servicing Administrator shall, upon request, provide to the Trustee a written statement indicating (i) the amount billed for Interest Benefit Payments and (ii) the principal amount in each Special Allowance Payment category for which the billing is submitted, for use by the Trustee in verifying amounts billed for and received with respect thereto from the Secretary of Education. In the event of discrepancies or disputes with the Secretary of Education, the Servicing Administrator shall be responsible for representing the interests of the Issuer and the Trustee in effecting a settlement with the Secretary of Education of such discrepancies or disputes.

f. Retain summary records of contacts, follow-ups and collection efforts, and records of written correspondence relating to the Financed Student Loans of each borrower sufficient to ensure claim payment.

g. Process adjustments including NSF checks, status changes, forbearances, deferments and Financed Student Loans paid in full.

h. Prepare and transmit to the Issuer or its designee documents required by the U. S. Department of Education or any guaranty agency or the Higher Education Act.

i. In the case of defaulted Financed Student Loans, promptly take the actions necessary to file and prove a claim for loss with the guaranty agency as required, and assume responsibility for communication and contact with the guaranty agency to accomplish recovery on such defaulted Financed Student Loans.

j. At all times identify the Issuer and the Eligible Lender Trustee as the beneficial owners of the Financed Student Loan and identify the Trustee as a party which maintains a security interest in the Financed Student Loan.

k. Maintain a duplicate or copy of the file (which may be in the form of computer tape, microfilm or other electronic image) for each borrower at an off-site location.

l. Maintain the original file in fireproof cabinets or in other fireproof storage sufficient to protect the contents from a temperature of 1600 degrees Fahrenheit for one hour.

m. Prepare and furnish to the Issuer by the 15th day of each month, the reports described in Exhibit B attached hereto related to the Financed Student Loans.

n. (i) Obtain and maintain or cause to be obtained and maintained in force a fidelity bond in an amount of at least $1,000,000 upon all personnel of the Servicing Administrator insuring against any loss or damage which the Issuer or the Servicing Administrator might suffer as a consequence of any fraudulent or dishonest act of such personnel.

(ii) Obtain and maintain or cause to be obtained and maintained in force Errors and Omissions insurance coverage in an amount equal to at least $2,000,000 for all its customers.

o. Immediately respond to any communication received which is in the nature of a complaint. Promptly answer all inquiries from borrowers or the Issuer pertaining to the Financed Student Loans, disbursements, refunds or school status. Such inquiries may, if necessary, be referred to the educational institution the student attended or is attending. The Servicing Administrator shall have no responsibility with respect to any dispute between the student and the educational institution regarding tuition, fees or refunds.

p. Establish and maintain a method for charging and collecting late payment fees in accordance with provisions of the Higher Education Act and all other applicable laws and regulations.

q. The Servicing Administrator shall act as custodian and bailee with respect to all original documents and shall hold them subject to the lien of the Indenture in favor of the Trustee and pursuant to the Custodian Agreements substantially in the form of Exhibit C hereto. The Servicing Administrator agrees to enter into any reasonable custodian, bailment or similar agreement reasonably required by the Issuer with respect to perfecting and protecting the security interests of any secured party.

r. If any Financed Student Loan has lost its guarantee and/or insurance due to the actions of any prior issuer or the servicer or holder of the Financed Student Loan, the Servicing Administrator will, at the written request of the Issuer, use its best efforts to reinstate such guarantee or insurance; provided, however, that the Servicing Administrator makes no representation that such reinstatement will occur. Such services shall be provided at the cost agreed upon by the Issuer and the Servicing Administrator as defined in Exhibit A under cure services; provided that such services shall be provided by the Servicing Administrator at no cost to the extent the Servicers or another servicing administrator or servicer is required to provide such services to the Servicing Administrator at no cost.

s. The Servicing Administrator shall remit monthly rebate fees to the United States Department of Education with respect to the Financed Student Loans to the extent amounts are made available to the Servicing Administrator in accordance with the following sentence. Upon receipt of satisfactory documentation, the Issuer shall promptly wire transfer to the Servicing Administrator, from amounts held under the Indenture, the amount of funds required to pay such fees. The Servicing Administrator shall provide the Issuer, on a monthly basis, with information needed to determine the monthly rebate fees.

5.      Due Diligence

The Servicing Administrator covenants and agrees that in discharging its obligations hereunder it shall:

a. Exercise due diligence in the servicing and collection of all Financed Student Loans as the term "due diligence" is used in the Higher Education Act, including the regulations of the applicable guaranty agency or insurer.

b. Exercise reasonable care and diligence in the administration and collection of all Financed Student Loans utilizing collection practices in accordance with applicable Federal and State collection practices, laws and regulations promulgated thereunder.

c. Administer and collect the Financed Student Loans in a competent, diligent and orderly fashion, and in accordance with the requirements of the Higher Education Act.

d. Exercise reasonable care and diligence in those aspects of the administration of the Financed Student Loan program which are within its area of responsibility.

6.      Right of Inspection; Audits

The Issuer, the Trustee or any governmental agency having jurisdiction over any of the same shall have the right from time to time during normal business hours to examine and audit any of the Servicing Administrator’s records pertaining to any Financed Student Loan being serviced, provided, however, that such activities shall not unreasonably disrupt the Servicing Administrator’s normal business operation.

The Servicing Administrator agrees that it shall permit, not more than once per year, the Issuer, the Trustee or its designee to conduct or have conducted a procedural audit regarding the Servicing Administrator’s compliance with the requirements of the Higher Education Act or the terms of this Servicing Administration Agreement. Such audits shall be at the expense of the Issuer.

7.      Representations, Warranties, and Covenants of Servicing Administrator

The Servicing Administrator represents and warrants to the Issuer on the date of this Servicing Administration Agreement and (except with respect to (d) and (e) below) throughout the term of this Servicing Administration Agreement:

a. The Servicing Administrator (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Servicing Administration Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations.

b. The execution and delivery by the Servicing Administrator of this Servicing Administration Agreement and the performance by it of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Servicing Administration Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its articles of incorporation.

c. This Servicing Administration Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicing Administrator, enforceable against the Servicing Administrator according to its terms.

d. All Servicing Administrator financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicing Administrator as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicing Administrator's financial condition has occurred, and if such event shall occur, the Servicing Administrator shall promptly give the Issuer notice thereof.

e. The Servicing Administrator is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicing Administrator exist, and if such event shall occur, the Servicing Administrator shall promptly give the Issuer notice thereof.

f. The Servicing Administrator's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty.

g. The Servicing Administrator further agrees to maintain its servicing system so that it will continue to provide all services required under this Servicing Administration Agreement.

h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicing Administrator agrees as follows:

(i) The Servicing Administrator shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request.

(ii) The Servicing Administrator shall maintain books, records and accounts necessary to prepare financial statements according to GAAP.

(iii) The Servicing Administrator shall maintain all licenses, permits, and franchises necessary for its business.

i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicing Administrator shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof:

(i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicing Administrator and its servicing of the Financed Student Loans; and

(ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Eligible Lender Trustee (as the titleholder of the Financed Student Loans) and the Financed Student Loans.

The Servicing Administrator shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicing Administrator’s activities in servicing the Financed Student Loans.

j. The Servicing Administrator shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicing Administrator's receipt thereof.

8.      Representations and Warranties of Issuer

The Issuer represents and warrants to the Servicing Administrator on the date of this Servicing Administration Agreement:

a. The Issuer (i) is duly formed, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified to transact business as a Delaware statutory trust; and (iii) possess all requisite authority, permits and power to conduct its business as is now being, or is contemplated by this Servicing Administration Agreement to be, conducted.

b. The execution and delivery by the Issuer of this Servicing Administration Agreement and the performance by it of its obligations hereunder (i) are within its organizational power; (ii) have been duly authorized by all necessary action; (iii) except for any action or filing that has been taken or made on or before the date of this Servicing Administration Agreement, require no action by or filing with any governmental agency; and (iv) do not violate any provision of its trust agreement.

c. This Servicing Administration Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Issuer, enforceable against the Issuer according to its terms.

d. The Issuer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition relevant to this Servicing Administration Agreement.

9.      Amendments; Benefits; Assignment; Termination

This Servicing Administration Agreement may be amended, supplemented or modified only by written instrument duly executed by the Issuer and the Servicing Administrator with the consent of the Trustee, provided, however, that a Rating Agency Confirmation is obtained.

Either party may terminate this Servicing Administration Agreement if the other party commits a material breach of this Servicing Administration Agreement and the breach is not corrected within ninety (90) days after receipt of written notification that such breach has occurred; provided, however, that the Issuer shall not terminate this Servicing Administration Agreement unless and until a replacement agreement or replacement servicer shall have been engaged by the Issuer to perform the services required of the Servicing Administrator hereunder and the Rating Agency Confirmation is satisfied. Such notification shall be by certified mail, Return Receipt Requested.

In the event of termination of this Servicing Administration Agreement, the Issuer shall remain liable for all fees due hereunder. Termination shall be made without prejudice to any other rights or remedies either party may have at law or in equity. The obligations of the Servicing Administrator under Section 6, the representations and warranties in Section 7 and the indemnities in Section 14 shall survive any termination of this Servicing Administration Agreement and shall remain in effect for all Financed Student Loans while such Financed Student Loans are serviced by the Servicing Administrator. In the event that servicing on any Financed Student Loan is transferred to a successor servicer, such successor servicer shall be required by the Issuer to engage in reasonable good faith efforts to obtain payment on any claim initially rejected by a guaranty agency or insurer for payment including, without limitation, involving the Servicing Administrator in such effort, where the reason for claim denial relates to the period during which the Servicing Administrator serviced such Financed Student Loan hereunder. However, if the cause for claim denial is reasonably attributable to the Servicing Administrator actions or inactions, the Servicing Administrator shall be responsible therefor. This Servicing Administration Agreement shall not be assigned by either party without the prior written consent of the other party, and such consent shall not be unreasonably withheld.

10.      Disposition of Files on Termination

Upon termination of this Servicing Administration Agreement, all files (physical and electronic) held by the Servicing Administrator with respect to Financed Student Loans shall be promptly transferred to the Issuer or its designee in such form as the Issuer reasonably requests. The Issuer shall be responsible for payment of reasonable expenses related to the transfer of the records unless the Issuer is removing the Financed Student Loans because of a breach by the Servicing Administrator. In such instance, the Servicing Administrator shall bear the cost of deconverting and the transfer of loan documentation. Exhibit A attached hereto addresses expenses and fees and to the extent there is conflict between this section and the Exhibit A, the Exhibit A shall be the prevailing document.

11.      Independent Contractor

The Servicing Administrator is an independent contractor and is not, and shall not hold itself out to be, the agent of the Issuer except for the limited specific purposes set forth in this Servicing Administration Agreement.

12.      Correspondence; Disclosure

The parties hereto acknowledge and agree that the Servicing Administrator will handle all communication with borrowers necessary to provide its services hereunder. Data regarding Financed Student Loans shall be disclosed only to the Issuer, the Trustee or the respective borrower, unless otherwise required by law or certain financing covenants.

13.      Cooperation

Each party covenants and agrees to cooperate fully with the other to facilitate the transactions contemplated by this Servicing Administration Agreement.

14.      Indemnification and Liability

a. If the Servicing Administrator is required to appear in, or is made a defendant in any legal action or proceeding commenced by any party other than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicing Administrator harmless from all loss, liability, or expense (including reasonable attorney's fees, but excluding all incidental, special, and consequential damages) except for any loss, liability or expense arising out of or relating to the Servicing Administrator's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements. Subject to the limitations set forth in paragraph 14(b) hereof, the Servicing Administrator shall indemnify and hold the Issuer and the Delaware Trustee harmless from all loss, liability and expense (including reasonable attorney's fees) arising out of or relating to the Servicing Administrator's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements, provided that in the case of the Issuer in no event shall the Servicing Administrator be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Servicing Administration Agreement.

b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicing Administrator shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine months of the date the Servicing Administrator learns of the loss of the guarantee on a Financed Student Loan, the Servicing Administrator shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicing Administrator may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicing Administrator has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicing Administrator gives notice of such delay, the Servicing Administrator agrees to pay any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicing Administrator to make the Issuer whole and if the sale was to an eligible lender to the extent the Issuer has, or can make available, funds therefor.

c. The Servicing Administrator shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicing Administrator assumed responsibility for servicing the Financed Student Loan, nor shall the Servicing Administrator be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicing Administrator has made best efforts to comply with retroactive additional requirements.

15.      Confidentiality

The contents of this Servicing Administration Agreement, together with all supporting documents, exhibits, schedules, and any amendments thereto which form the basis of the business relationship between the Issuer and the Servicing Administrator, insofar as the same relate to the fees charged by the Servicing Administrator which are listed in Exhibit A hereto, shall be held in strict confidence by both parties and shall not be disclosed or otherwise discussed with any third party (unless required by law or regulation) except outside counsel or independent accounts without the prior written consent of the other party.

16.      Sale or Transfer of Loans; Limitations

The Issuer agrees that if any Financed Student Loans are sold under conditions that result in the Financed Student Loans being transferred to another servicer, whether immediately or at some future date, the Issuer will pay or cause to be paid, at the time such Financed Student Loans are transferred, the deconversion fees set forth in Exhibit A hereto.

17.      Reporting

The Servicing Administrator shall prepare on behalf of the Issuer any Current Reports on Form 8-K (each, a "Form 8-K") and Annual Reports on Form 10-K customary for student loan asset backed securities as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission thereunder, and the Servicing Administrator shall sign and file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Issuer.

Each Form 8-K shall be filed by the Servicing Administrator within 15 days after the end of each month in which a Quaterly Disribution Date occurs (or if such 15th day is not a business day, the next business day), and shall include a copy of the report prepared for the related period pursuant to Section 4.15(c) of the Indenture. Prior to March 30^th of each year in which the Issuer is required to file reports under the Exchange Act (or such other date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Servicing Administrator shall file a Form 10-K on behalf of the Trust, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretations. The Form 10-K shall also include a certification from an authorized officer as to the following matters:

a. I have reviewed, based on my knowledge, the information in these reports, taken as a whole, and they do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report;

b. Based on my knowledge, the distribution or servicing information required to be provided by the Servicing Administrator under this Servicing Administration Agreement for inclusion in these reports has been included in these reports;

c. I am responsible for reviewing the activities performed by the Servicing Administrator under the Servicing Administration Agreement and based upon my knowledge and the annual compliance review required by this Servicing Administration Agreement, and except as disclosed in the reports, the Servicing Administrator has fulfilled its obligations under the Servicing Administration Agreement; and

d. The reports disclose all significant deficiencies relating to the Servicing Administrator's compliance with the minimum servicing standards based upon the report provided by an independent public accountant after conducting a review of the Servicers in compliance with the Compliance Audits (Attestation Engagements) for Lenders and Lender Servicers Participating in the Federal Family Education Loan Program.

In giving the certifications referenced above, the authorized officer may state that he has reasonably relied on information provided to such officer by a Servicer.

18.      Miscellaneous

a. Any material written communication received at any time by the Issuer with respect to a Financed Student Loan or a borrower shall be promptly transmitted by the Issuer to the Servicing Administrator. Such communications include but are not limited to letters, notices of death or disability, adjudication of bankruptcy and like documents, and forms requesting deferment of repayment or loan cancellations.

b. The Servicing Administration Agreement shall be governed by the laws of the State of New York.

c. All covenants and Servicing Administration Agreements herein contained and the benefits, rights and obligations of the parties hereunder, shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties hereto, including but not limited to, any successor entity acquiring or succeeding to the assets of either party.

d. The Servicing Administration Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to constitute but one and the same instrument.

e. If any provisions of the Servicing Administration Agreement shall be held, or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall have no effect on the remaining portions of the Servicing Administration Agreement or any part hereof.

f. All notices, requests, demands or other instruments which may or are required to be given by either party to the other, shall be in writing and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is to be given, or upon expiration of a period of 48 hours (excluding weekends and holidays) from and after the postmark thereof when mailed postage prepaid by registered or certified mail, requesting return receipt, addressed as follows:

If intended for the Issuer:

College Loan Corporation Trust 2005-2
c/o Wilmington Trust Company, as Delaware Trustee
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn: Corporate Trust Administration

If intended for the Servicing Administrator:

College Loan Corporation
16855 West Bernardo Drive
Suite 100
San Diego, California
Attn: Cary Katz

If intended to the Trustee:

JPMorgan Chase Bank, N.A.
4 New York Plaza, 6th Floor
New York, NY 10004
Attn: Rick D'Emilia

Either party may change the address to which subsequent notices are to be sent to it by written notice to the other given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the 5th day after it is mailed.

g. The Servicing Administration Agreement may not be terminated by any party hereto except in the manner and with the effect herein provided.

h. When the context of this Servicing Administration Agreement so requires or implies, references to the Issuer include any applicable trustee.

i. If either party cannot fulfill its obligations (other than the payment of money), in part or in whole, due to a force or event outside its control, such obligations of that party shall be suspended and such party shall not be liable to the other party for any failure to perform hereunder as a result.

j. The parties hereto agree to execute or cause to be executed the Limited Power of Attorney attached hereto as Exhibit D.

k. The Servicing Administrator has and agrees to maintain a disaster recovery plan which, in its reasonable opinion, will permit it to continue operations without undue interruption in the event of fire, disaster, labor disruption, or Act of God.

l. Servicing Administrator may cause any of its duties or obligations hereunder to be performed by another servicer so long as permitted by the Indenture.

m. Any term capitalized but not defined herein shall have the meaning ascribed thereto in the Indenture.

n. It is expressly understood and agreed by the parties to this Servicing Administration Agreement that (a) this Servicing Administration Agreement is executed and delivered by Wilmington Trust Company ("WTC"), 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 as Delaware Trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by WTC 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 WTC, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Servicing Administration Agreement and by any person claiming by, through or under the parties to this Servicing Administration Agreement and (d) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Servicing Administration Agreement or any other document.

o. The Servicing Administrator will not, prior to the date which is one year and one day after the termination of the Indenture, institute against the Issuer any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement.

Each party to this Servicing Administration Agreement waives its right to jury trial.

IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written.

COLLEGE LOAN CORPORATON TRUST 2005-2 ("Issuer")


BY: Wilmington Trust Company, not in its individual
   capacity but solely as Delaware Trustee

BY:   /s/ Michele C. Harra                                                         


COLLEGE LOAN CORPORATION ("Servicing Administrator")

BY:   /s/ Elizabeth Wood                                                         

EXHIBIT A

PRICING

[To be provided by Servicing Administrator]

EXHIBIT B

REPORTS

Such standard reports as may subsequently be agreed upon by the Issuer and the Servicing
Administrator.

EXHIBIT C

CUSTODIAN AGREEMENT

EXHIBIT D

LIMITED POWER OF ATTORNEY

WITNESSETH:

           WHEREAS, College Loan Corporation, a California corporation ("CLC") and College Loan Corporation Trust 2005-2, a Delaware statutory trust (the "Issuer"), are parties to the SERVICING ADMINISTRATION AGREEMENT dated as of October 1, 2005 (the "Servicing Administration Agreement"); and

           WHEREAS, pursuant to the Servicing Administration Agreement, CLC will perform substantially all of the obligations and duties with regard to servicing of certain education loans (the "Financed Student Loans") as provided therein; and

           WHEREAS, in order to carry out its obligations under the Servicing Administration Agreement with respect to the Financed Student Loans, CLC requires the power to perform certain acts, including but not limited to execution of promissory notes, assignment of notes to guaranty agencies or insurers and filing of responses to bankruptcy notices, in the name of Deutsche Bank Trust Company Americas as eligible lender trustee for College Loan Corporation Trust 2005-2.

           NOW THEREFORE, CLC and the Issuer agree:

           1.      That the Issuer does hereby make and appoint CLC as its true and lawful attorney-in-fact to do all things necessary to carry out CLC's obligations under the Servicing Administration Agreement with respect to the Financed Student Loans, including but not limited to the filing of proof of claim with bankruptcy courts. This instrument shall be construed and interpreted as a limited power of attorney (the "Limited Power of Attorney") and is not to be construed as granting any powers to CLC other than those necessary to carry out its obligations under the Servicing Administration Agreement with respect to the Financed Student Loans.

           2.      That this Limited Power of Attorney is effective as of October 1, 2005, and shall remain in force and effect until revoked in writing by the Issuer or until the Servicing Administration Agreement is terminated. This instrument shall supplement but not replace the powers previously granted to CLC in the Servicing Administration Agreement.

           The undersigned, being duly authorized, has executed this Limited Power of Attorney.

COLLEGE LOAN CORPORATION TRUST 2005-2 ("Issuer")


BY:   Wilmington Trust Company, not in its individual
      Capacity but solely as Delaware Trustee

BY:   /s/ Michele C. Harra                                                         

The undersigned, being duly authorized, accepts the foregoing Limited Power of Attorney for and on behalf of College Loan Corporation, as of October 1, 2005.


College Loan Corporation

By:   /s/ Elizabeth Wood                                                         


For Deutsche Bank Trust Company Americas, as Eligible Lender Trustee for College Loan
Corporation Trust
2005-2

By:   /s/ Louis Bodi                                                            

EX-99

ADMINISTRATION AGREEMENT

among

COLLEGE LOAN CORPORATION TRUST 2005-2,
as Issuer

WILMINGTON TRUST COMPANY,
as Delaware Trustee

JPMORGAN CHASE BANK, N.A.,
as Indenture Trustee

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Eligible Lender Trustee

and

COLLEGE LOAN CORPORATION,
as Issuer Administrator

Dated as of October 1, 2005

          This ADMINISTRATION AGREEMENT dated as of October 1, 2005 (as amended from time to time, the “Agreement”), is among COLLEGE LOAN CORPORATION TRUST 2005-2, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), JPMORGAN CHASE BANK, N.A., a national banking association, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 is issuing its (a) Student Loan Asset-Backed Notes (the “Notes”) pursuant to an Indenture of Trust, dated as of October 1, 2005, 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 Certificate pursuant to a Trust Agreement, dated as of September 21, 2005, as amended and restated by the Amended and Restated Trust agreement dated as of October 1, 2005 (collectively, the “Trust Agreement”), between the Delaware Trustee and College Loan LLC, as sponsor (together with its successors in interest, the “Owner”); and

          WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of October 1, 2005 (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 or originated 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 and the Delaware Trustee referred to in the Indenture, the Trust Agreement, the Servicing Agreements, the Student Loan Purchase Agreements, the Custodian Agreements, the Guarantee Agreements, the Joint Sharing Agreement and the Eligible Lender Trust Agreements (collectively, the “Basic Documents”) and any other documents signed by the Delaware Trustee or the Eligible Lender Trustee on behalf of the Issuer (collectively, with the Basic Documents, the “Trust Related Agreements”) and to provide such additional services consistent with the terms of this 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.

          1.      Duties of the Issuer Administrator.

          (a)      Duties with Respect to the Trust Related Agreements.

                      (i)     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, and shall execute any Trust Related Agreements on behalf of the Issuer. 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 Noteholders 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 Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any 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 preparing and delivering 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 5.04 of the Trust Agreement;

     (O)      informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and

     (P)      handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.

                      (ii)     the Issuer Administrator will:

     (A)      indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and

     (B)      indemnify the Issuer and the Delaware Trustee 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 of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this 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)(A) or (B) 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 the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, 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 and are reasonably within the capability of the Issuer Administrator. 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 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 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 Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (A) reduce in any manner the amount of, or delay the timing of, or collections of payments with respect to the Financed Student Loans or (B) materially reduce the underwriting standards with respect to the Financed Student Loans.

                      (ii)     Notwithstanding anything to the contrary in this Agreement, the Issuer Administrator shall not be obligated to, and shall not (x) make any payments to the Noteholders under the Trust Related Agreements, (y) sell the Trust Estate pursuant to the Indenture or (z) take any action that the Issuer directs the Issuer Administrator not to take on its behalf.

           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 Noteholders, the Eligible Lender Trustee, the Delaware Trustee and the Owner at any time during normal business hours.

           3.     Compensation. As compensation for the performance of the Issuer Administrator's obligations under this 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.

           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.

           5.     Independence of the Issuer Administrator. For all purposes of this 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.

           6.     No Joint Venture. Nothing contained in this Agreement (i) 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, (ii) shall be construed to impose any liability as such on any of them or (iii) 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.

           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.

           8.     Term of Agreement; Resignation and Removal of Issuer Administrator.

           (a)     This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate.

           (b)     Subject to Section 8(e) of this Agreement, 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) of this Agreement, 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) of this Agreement, 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 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 clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Delaware Trustee, the Eligible Lender Trustee, the Noteholders 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 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 10 days' prior notice of such proposed appointment, and the Rating Agency Confirmation shall have been satisfied with respect to such appointment.

           9.     Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) of this Agreement or the resignation or removal of the Issuer Administrator pursuant to Section 8(b) or (c) of this Agreement, 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) of this Agreement 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) of this Agreement, 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.

           10.     Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a)     If to the Issuer, to:

College Loan Corporation Trust 2005-2
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

(b)     If to the Issuer Administrator, to:

College Loan Corporation
16855 West Bernardo Drive, Suite 100
San Diego, CA 92127
Attention: Cary Katz

(c)     If to the Indenture Trustee, to:

JPMorgan Chase Bank, N.A.
New York Plaza, 6th Floor
New York, NY 10004
Attention: Worldwide Securities Services / Global Debt CLC 2005-2

(d)     If to the Eligible Lender Trustee, to:

Deutsche Bank Trust Company Americas
60 Wall Street, 26th Floor
New York, NY 10005
Attention: Louis Bodi

(e)     If to the Delaware Trustee, to:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
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.

           11.     Amendments. This Agreement may be amended from time to time by the parties hereto so long as the Rating Agency Confirmation has been satisfied with respect to such amendment.

           12.     Successors and Assigns. This 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 Noteholders, the Eligible Lender Trustee and the Indenture Trustee, and unless each Rating Agency shall have been given 10 days' prior notice of, and the Rating Agency Confirmation has been satisfied 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 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 the Rating Agency Confirmation shall have been satisfied with respect to, such assignment. Subject to the foregoing, this Agreement shall bind any such permitted successors or assigns of the parties hereto.

           13.     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.

           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 Agreement.

           15.     Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

           16.     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.

           17.     Limitation of Liability of Indenture Trustee, Eligible Lender Trustee and Delaware Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by each of JPMorgan Chase Bank, N.A., Wilmington Trust Company and Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee, Delaware Trustee and Eligible Lender Trustee, respectively, and in no event shall JPMorgan Chase Bank, N.A., Wilmington Trust Company or Deutsche Bank Trust Company Americas in its individual capacity 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.

           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 Indenture.

* * * * * * * * * *

          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 2005-2


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

WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Delaware
Truste

By:  /s/ Joann A. Rozell                                                  
        Name:  Joanne A. Rozell
        Title:   Assistant Vice Presdient

DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Eligible Lender Trustee

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

JPMORGAN CHASE BANK, N.A., not in its
individual capacity but solely as Indenture
Trustee

By:  /s/ Luiza Sinanian                                                  
        Name:  Luiza Sinanian
        Title:   Trust Officer

COLLEGE LOAN CORPORATION, as Issuer
Administrator

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

EXHIBIT A

POWER OF ATTORNEY

STATE OF DELAWARE )

)

COUNTY OF NEW CASTLE )

          KNOW ALL MEN BY THESE PRESENTS, that College Loan Corporation Trust 2005-2 (the “Issuer”), does hereby make, constitute and appoint College Loan Corporation, as Issuer Administrator under the Administration Agreement dated as of October 1, 2005 (the “Administration Agreement”), among the Issuer, Wilmington Trust Company, as Delaware Trustee, JPMorgan Chase Bank, N.A., as Indenture Trustee, Deutsche Bank Trust Company Americas, 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 ___ day of October, 2005.

COLLEGE LOAN CORPORATION TRUST 2005-2


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