S-3

As filed with the Securities and Exchange Commission on July 25, 2006.

Registration Statement No. 333-___________

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

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLLEGE LOAN LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 32-0005932
(I.R.S. employer identification number)

16855 W. Bernardo Drive, Suite 100
San Diego, California 92127
(888) 972-6311

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

Brian Jones
General Counsel
College Loan Corporation
16855 W. Bernardo Drive, Suite 100
San Diego, California 92127
(888) 972-6311

(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)

Copy to:

RICHARD L. FRIED, ESQ
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038

           Approximate date of commencement of proposed sale to the public: from time to time after this Registration Statement becomes effective.

           If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  |_|

           If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.  |X|

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |_|

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

           If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  |_|

           If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  |_|

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  |_|

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be
registered
Amount to be
registered Proposed maximum
aggregate offering
price per unit⁽¹⁾
Amount of
registration fee⁽²⁾

Student Loan Asset-Backed Notes $1,000,000 100% $107.00

(1)           Estimated solely for purposes of calculating the registration fee.
(2)           Registration fee is calculated on the basis of $107.00 per million offered.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated _________ __, 200_

PROSPECTUS SUPPLEMENT
(To prospectus dated _______, 200_)

$_________________
Student Loan Asset-Backed Notes

College Loan Corporation Trust 20__-_
Issuing Entity

College Loan LLC
Depositor College Loan Corporation
Sponsor and Issuer Administrator

	Original Principal Amount	Interest Rate	Final Maturity Date	Price to Public	Underwriting Discount	Proceeds to Issuing Entity
Class A-1 Notes	$__________	3-month LIBOR plus	_____ __, 20__	____%	____%	$__________
Class A-2 Notes	$__________	3-month LIBOR plus	_____ __, 20__	____%	____%	$__________
Class A-3 Notes	$__________	3-month LIBOR plus	_____ __, 20__	____%	____%	$__________
Class A-4 Notes	$__________	3-month LIBOR plus	_____ __, 20__	____%	____%	$__________
Class A-5 Notes	$__________	Auction Rate	_____ __, 20__	____%	____%	$__________
Class B Notes	$__________	Auction Rate	_____ __, 20__	____%	____%	$__________
Total	$__________			$_______	$_______	$__________

_________________

(1)     Before deducting expenses estimated to be $_____________.

          All of the Class A notes offered pursuant to this prospectus supplement will be rated [___] by [__________] and [___] by [__________]. The Class B notes offered pursuant to this prospectus supplement will be rated [___] by [__________] and [____] by [__________].

          The notes will be secured by a pool of student loans originated under the Federal Family Education Loan Program, a cash reserve fund and the other money and investments pledged to the indenture trustee. [The issuing entity has issued other series of notes that are secured by the same assets that will secure the offered notes. In the future, the issuing entity may issue additional notes secured by this common pool of assets.] The notes are obligations of the issuing entity only and are payable solely from the pledged collateral described in this prospectus supplement and in the accompanying prospectus. They are not obligations of the depositor, the issuer administrator or any of their affiliates.

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

          You should consider carefully the "Risk Factors" beginning on page S-[__] of this prospectus supplement and on page 1 of the prospectus.

          The class A-1 through A-3 notes are LIBOR rate notes. The class A-4 notes are reset rate notes. The class A-5 notes and the class B notes are auction rate notes. The initial reset date for the class A-4 notes is ____, 20__. The LIBOR rate notes and reset rate notes will receive quarterly distributions as described in this prospectus supplement, commencing _____ 20__. The auction rate notes will receive distributions as described in this prospectus supplement on ____ __, 200_, and on each auction rate distribution date thereafter. Initially, this will occur every 28 days.

           Credit enhancement for the notes will include amounts in the reserve fund and capitalized interest fund, as well as, for the Class A notes, the subordination of the Class B notes [and all other subordinate rate notes issued by the issuing entity].

           [Application will be made for the Class A notes to be admitted to the official list of The Irish Stock Exchange Limited, subject to The Irish Stock Exchange Limited listing rules and the prospectus rules of the Irish Financial Services Regulatory Authority, and to be admitted to trading on The Irish Stock Exchange Limited. There can be no assurance that this listing will be obtained. The issuance and settlement of the notes is not conditioned on the listing of the Class A notes on The Irish Stock Exchange Limited.]

          The underwriters named below are offering the notes subject to approval of certain legal matters by their counsel. The notes will be delivered in book entry form only on or about ________ __, 20__.

[INSERT NAMES OF UNDERWRITERS]

__________, 20__

Table of Contents
Prospectus Supplement

Summary of Terms
Risk Factors
College Loan Corporation Trust 200_-_
The Student Loan Operations of College Loan Corporation Trust 200_-_
Servicing of the Student Loans
Fees and Expenses of the Trust
Use of Proceeds
Acquisition of Student Loans
Characteristics of the Student Loans (As of the Statistical Calculation Date)
Information Relating to the Guarantee Agencies
Description of the Notes
Credit Enhancement
[Interest Rate Cap Derivative Agreement]
[LIBOR Note Derivative Product Agreements]
ERISA Considerations
Certain Federal Income Tax Considerations
Reports to Noteholders
Static Pool Information
[Listing and General Information]
Plan of Distribution
Legal Matters
Directory
APPENDIX I
Schedule A-Targeted Balances Page

  S-1
  S-2
S-27
S-28
S-31
S-33
S-34
S-34
S-35
S-42
S-45
S-63
S-64
S-67
S-71
S-71
S-71
S-72
S-72
S-73
S-76
S-77
S-78
A-1

Prospectus

About This Prospectus
Summary of the Offering
Risk Factors
Special Note Regarding Forward Looking Statements
Formation of the Trusts
The Depositor
The Sponsor and Issuer Administrator
Description of the Notes
Security and Sources of Payment for the Notes
Book-Entry Registration
Additional Notes
Summary of the Indenture Provisions
Description of Credit Enhancement and Derivative Products
Description of the Federal Family Education Loan Program
Description of the Guarantee Agencies
Federal Income Tax Consequences
ERISA Considerations
Plan of Distribution
Legal Matters
Financial Information
Ratings
Incorporation of Documents by Reference; Where to Find More Information
Glossary of Terms
Appendix I - Global Clearance, Settlement and Tax Documentation Procedures    i
 iii
   1
 13
 13
 17
 17
 24
 58
 63
 71
 72
 85
 88
103
110
118
120
121
121
121
122
123
128

Important Notice About Information Presented in the Prospectus Supplement
and the Accompanying Prospectus

          We provide information to you about the notes in two separate documents that progressively provide more detail. This prospectus supplement describes the specific terms of the notes. The accompanying prospectus provides general information, some of which may not apply to the notes. You are urged to read both the accompanying prospectus and this prospectus supplement in full to obtain information concerning the notes.

           Cross-references are included in this prospectus supplement and the accompanying prospectus to captions in the materials where you can find further discussions about related topics. The table of contents on the preceding page provides the pages on which these captions are located.

          Some of the terms used in this prospectus supplement and the accompanying prospectus are defined under the caption "Glossary of Terms" beginning on page S-__ herein.

          [The notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.]

Special Note Regarding Forward Looking Statements

           Statements in this prospectus supplement and the accompanying prospectus, including those concerning expectations as to the trust's ability to purchase eligible student loans, to structure and to issue competitive securities and to pay notes, and certain other information presented in this prospectus supplement and the accompanying prospectus, constitute "forward looking statements," which represent the depositor's expectations and beliefs about future events. Actual results may vary materially from such expectations. For a discussion of the factors which could cause actual results to differ from expectations, please see the caption entitled "Risk Factors" in this prospectus supplement and in the accompanying prospectus.

Summary of Terms

           The following summary is a very general overview of the terms of the notes and does not contain all of the information that you need to consider in making your investment decision.

           Before deciding to purchase the notes, you should consider the more detailed information appearing elsewhere in this prospectus supplement and in the prospectus.

           This prospectus supplement contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward Looking Statements" in this prospectus supplement and in the prospectus.

Principal Parties and Dates

Issuing Entity

• College Loan Corporation Trust 20__-_

Depositor

College Loan LLC

Sponsor and Issuer Administrator

• College Loan Corporation

Master Servicer

• [College Loan Corp.]

Subservicers

• [insert names of subservicers]

Eligible Lender Trustee and Indenture Trustee

• [insert name]

Delaware Trustee

• [insert name]

Remarketing Agent

• [insert name]

Back-up Administrator

• [insert name]

Auction Agent

• [insert name]

Broker-Dealer for the Auction Rate Notes:

• [insert name]

Underwriters for the Notes:

• [insert name]

• [insert name]

Closing Date

The closing date for this offering is expected to be on or about _________, 20__.

Cut-off Date

The cut-off date for the initial pool of student loans the trust will acquire is _______ __, 200_.

Statistical Calculation Date

The information presented in this prospectus supplement relating to the student loans the trust will acquire on the closing date is as of _____________ __, 200_, which we refer to as the statistical calculation date. The depositor believes that the information set forth in this prospectus supplement with respect to those student loans as of the statistical calculation date is representative of the characteristics of the student loans as they will exist on the closing date, although certain characteristics of the student loans may vary.

Distribution Dates

LIBOR rate notes and Reset Rate Notes. Distributions will be made on the LIBOR rate notes on the __th day of each ______, _____, ___________ and ____________. We sometimes refer to these distribution dates as "quarterly distribution dates." If any quarterly distribution date is not a business day, the quarterly distribution date will be the next business day. The initial quarterly distribution date will be ______ __, 200_.

Auction rate notes. Distributions will be made to each class of auction rate notes on the business day following the end of each auction period for that class of auction rate notes. [However, if an auction period for a class of auction rate notes exceeds 90 days, distributions also will be made to that class of notes on the quarterly distribution dates described above.] We sometimes refer to a distribution date for a class of auction rate notes as an "auction rate distribution date." The initial auction period for each class of auction rate notes will begin on the closing date and end on the initial auction date for that class of auction rate notes.

Collection Periods

The collection periods will be the three full calendar months preceding each quarterly distribution date. The initial collection period will be the period beginning on _________, 20__ and ending on _________, 20__.

Interest Accrual Periods

LIBOR-rate notes. The initial interest accrual period for the LIBOR-rate notes begins on the closing date and ends on ________, 20__. For all other quarterly distribution dates, the interest accrual period will begin on the prior quarterly distribution date and end on the day before such quarterly distribution date.

Auction rate notes. The interest accrual period for each class of auction rate notes is the period from the previous auction date through the auction date preceding the auction rate distribution date for that class. The first interest accrual period, however, will begin on the closing date and end on the initial auction date.

          We sometimes refer to an interest accrual period for a class of auction rate notes as an "auction period."

Reset Rate Notes. The initial interest accrual period for the reset rate notes begins on the closing date and ends on ___, 200_. Other than the initial interest accrual period, unless modified on a reset date, the interest accrual period for the reset rate notes:

• bearing interest based on an index, begins on a quarterly distribution date and ends on the day before the next quarterly distribution date;

• bearing a fixed rate of interest, begins on the __ day of the month of the immediately preceding quarterly distribution date and ends on the __ day of the month of the current quarterly distribution date; and

• bearing interest at an auction rate will begin on an auction rate distribution date (except with respect to the initial interest accrual period for such reset period, which will begin on the applicable reset date) and end on (and include) the day before the next related auction rate distribution date.

The initial reset period for the class of reset rate notes will begin on the closing date and end on ___, 20__.

Record Date

           Payments on the notes will be payable to the record holders of the notes as of the close of business on the record date, which is the business day before the related distribution date.

Monthly Calculation Date

The __ day of each calendar month, or if such day is not a business day, the next business day.

Description of the Notes

General

[• College Loan Corporation Trust 20_-_ is a master trust. We [have previously issued other series of notes, and] may, in the discretion of the Sponsor, issue additional series of notes in the future. The net proceeds received from issuing our notes [were, and] will be, used to purchase student loans and to make deposits into various funds and accounts. All of [those student loans previously acquired, along with] the student loans we purchase with the proceeds of the series _______ notes and any future series of notes, have been or will be originated under the Federal Family Education Loan Program and are or will be pledged to the indenture trustee to secure repayment of all the notes issued under the indenture. The composition of this common pool of collateral will change over time as student loans are repaid and new student loans are added. [See “Capitalization” in this prospectus supplement for a description of each outstanding series of notes issued previously by College Loan Corporation Trust 20_-_.]]

• [Additional series of notes will be issued only if each rating agency then rating our notes confirms that such issuance will not result in any reduction or withdrawal of any rating then assigned to our notes. Noteholders will not be entitled to consent to any future issuance, although they will receive notice of such issuance in the periodic statements available to noteholders.]

Offered Notes

College Loan Corporation Trust 20__-_ is offering the following student loan asset-backed notes:

LIBOR Rate Notes

• class A-1 notes in the aggregate principal amount of $__________;

• class A-2 notes in the aggregate principal amount of $__________;

• class A-3 notes in the aggregate principal amount of $__________;

Auction Rate Notes

• class A-5 notes in the aggregate principal amount of $__________; and

• class B notes in the aggregate principle amount of $___.

Reset Rate Notes

• class A-4 notes in the aggregate principle amount of $______.

During the initial reset period, the Class A-4 notes will bear interest based on three-month LIBOR rate.

The notes will be issued pursuant to an indenture of trust. The class A notes will be senior notes and the class B notes will be subordinate notes. The class A-1 notes, class A-2 notes and class A-3 notes bear interest based on three-month LIBOR, and we sometimes refer to them as "LIBOR-rate notes." The class A-5 notes and class B notes will bear interest based on an auction rate, and we sometimes refer to them as "auction rate notes." The class A-4 notes will bear interest based on three-month LIBOR until the initial reset date, and we sometimes refer to them as "reset rate notes." The LIBOR-rate and reset rate notes will be available for purchase in multiples of $1,000. The auction rate notes will be available for purchase in multiples of $50,000.

Interest and principal on the notes will be payable to the record owners of the notes as of the close of business on the record date, which is the business day immediately preceding the related distribution date.

Interest Rates and Payments

LIBOR-rate notes. The LIBOR-rate notes will bear interest at the following annual rates:

• the class A-1 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%,

• the class A-2 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%,

• the class A-3 notes will bear interest at an annual rate equal to three-month LIBOR, except for the initial interest accrual period, plus ___%,

The indenture trustee will determine the rate of interest on the LIBOR rate notes on the second business day prior to the start of the applicable interest accrual period. Interest on the LIBOR rate notes will be calculated on the basis of the actual number of days elapsed during the interest accrual period divided by 360.

For the initial interest accrual period, the indenture trustee will determine the LIBOR rate according to the formula described below in "Description of the Notes – Interest Payments."

Interest accrued on the outstanding principal balance of the LIBOR-rate notes during each interest accrual period will be paid on the related quarterly distribution date.

Auction rate notes. The interest rate on the auction rate notes is determined at auction. However, the interest rates on the auction rate notes for the initial interest accrual period will be determined by the underwriters prior to the closing date. The initial auction date and the initial rate adjustment date for each class of auction rate notes are set forth below:

Class	Initial Auction Date	Initial Rate Adjustment Date
A-5	______, 20__	_____, 20__
B	______, 20__	_____, 20__

For each auction period, the interest rate for the auction rate notes will be the lower of:

• the rate determined pursuant to the auction procedures described under "Description of the Notes—Auction rate notes" in the prospectus;

• the maximum rate, which is equal to the least of:

• the LIBOR rate for a comparable period plus a margin ranging from ___% to ___% depending on the ratings of the auction rate notes,

• ___% and

• the maximum rate permitted by law; and

• during a net loan rate restriction period, the net loan rate, which is based upon the actual return on the student loans in the trust minus administrative expenses.

We sometimes refer to the interest rate for the auction rate notes as the "auction rate."

Interest will be calculated on the auction rate notes on the basis of the actual number of days elapsed in the related auction period divided by 365 or 366, as the case may be.

After the initial auction period, the period between auctions for the auction rate notes will generally be 28 days, subject to adjustment if the auction period would begin or end on a non-business day. The length of the auction period, the auction date or the nature of the interest rate for any class of auction rate notes may change as described under "Description of the Notes—Auction rate notes" in the prospectus.

If, on the first day of any auction period, a payment default on the auction rate notes has occurred and is continuing, the rate for the interest accrual period will be the non-payment rate, which is generally one-month LIBOR plus 1.50%, but not exceeding the lesser of 17% per annum and the highest rate permitted by law.

If in any auction all the auction rate notes subject to the auction are subject to hold orders, the interest rate for the accrual period will equal the all-hold rate, which is 90% of the LIBOR rate for a period comparable to the auction period, but not exceeding the maximum rate.

Interest accrued on the outstanding principal balance of a class of auction rate notes during the preceding auction period will be paid on the related auction rate distribution date.

Reset rate notes. The currency and interest rates for the class of reset rate notes will be reset from time to time using the procedures described below. During the initial reset period, the class A-4 notes will be denominated in U.S. dollars and will bear interest based on an index rate equal to three-month LIBOR, plus __%.

For the initial interest accrual period, the class A-4 noteholders will receive ___ days of interest. The indenture trustee will determine the rate of interest for the class A-4 notes on the second business day prior to the start of the applicable interest accrual period.

Interest on the reset rate notes during their initial reset period will be calculated based on the actual number of days elapsed during the related interest accrual period divided by 360.

For the initial interest accrual period, the indenture trustee will determine the LIBOR rate according to the formula described below in "Description of the Notes – Interest Payments."

Interest accrued on the outstanding principle balance of each class of reset rate notes during each interest accrual period will be paid on the following quarterly distribution date for such reset rate notes.

Interest Rate for the Reset Rate Notes

The initial reset date for the reset rate notes is ___, 20__. We refer to this date, and each date thereafter on which the reset rate notes may be reset with respect to the currency, interest rate mode and other factors described below as a "reset date" and each period in between the reset dates as a "reset period."

The interest rate mode for any reset period after the initial reset period may be based on an index, may be based on an auction rate or may be a fixed rate. The index rate may be based on EURIBOR or another non-U.S. Dollar-based rate, LIBOR, the 91-day U.S. Treasury Bill rate, a U.S. treasury constant maturity rate, the prime rate, a commercial paper rate or the federal funds rate. See "Payments on the Notes — Reset Rate Notes" in this prospectus supplement. Any interest rate mode other than an index rate based on LIBOR or a commercial paper rate will require a rating agency confirmation from each rating agency then rating the notes.

Each reset date for a class of reset rate notes will always occur on a quarterly distribution date. The related reset period will always end on the day before a quarterly distribution date and may not extend beyond the day before the final maturity date of such class of reset rate notes.

Absent a failed remarketing, holders of reset rate notes that wish to be repaid some or all of their reset rate notes on a reset date will be able to obtain a 100% repayment of principal by tendering the applicable amount of their reset rate notes pursuant to the remarketing process described below. Tender is not mandatory if the reset rate notes are denominated in U.S. Dollars in both the current reset period and in the upcoming reset period. If the reset rate notes are denominated in a currency other than U.S. Dollars, tender is mandatory and the holders of such reset rate notes will be deemed to have tendered all of their reset rate notes pursuant to the remarketing process. If there is a failed remarketing with respect to the reset rate notes, however, the holders of such reset rate notes will be required to retain their reset rate notes during the next reset period and will not be entitled to exercise any remedies as a result of the failure of such reset rate notes to be remarketed on the related reset date. See "Payments on the Notes – Reset Rate Notes – Reset Periods" in this prospectus supplement.

Reset Rate Note Remarketing Procedures. On the remarketing terms determination date, which is at least 12 business days before each reset date, the remarketing agents, in consultation with the issuer administrator, will determine the proposed terms of the remarketing, including:

• the applicable currency;

• the applicable interest rate mode;

• whether principal will be paid periodically or at the end of a reset period;

• the index, if applicable;

• the all-hold rate, if applicable;

• the length of the reset period and the applicable distribution dates; and

• the identity of any potential swap counterparties

The all-hold rate will be the interest rate applicable for the next reset period if all holders of the reset rate notes choose not to tender their reset rate notes to the remarketing agents for remarketing. The all-hold rate will apply only if such reset rate notes are denominated in U.S. Dollars in both the current and upcoming reset period. See "Payments on the Notes – Reset Rate Notes – Reset Periods" in this prospectus supplement.

Spread Determination Date. The spread, the applicable auction rate or the applicable fixed rate, will be determined by the remarketing agents on the spread determination date, which is the third business day prior to the reset date, as the lowest spread, auction rate or fixed rate, but not less than the all-hold rate, if applicable, that would permit all of the reset rate notes tendered for remarketing to be purchased at a price equal to 100% of the outstanding principal balance of such reset rate notes. See "Payments on the Notes – Reset Rate Notes – Spread Determination Date" in this prospectus supplement.

Failed Remarketing. There will be a failed remarketing if:

• the remarketing agents, after consulting with the issuer administrator, cannot determine the applicable required reset terms (other than the related spread, auction rate, fixed rate or initial rate) at least 12 business days prior to the related reset date;

• the required spread, auction rate or fixed rate cannot be established by the remarketing agents by the spread determination date or the interest rate resulting from the required spread would exceed the failed remarketing rate;

• not all of the tendered reset rate notes are purchased at the spread, auction or fixed rate set by the remarketing agents;

• College Loan LLC, or its designated affiliates, fails to purchase the reset rate notes after exercise of the optional purchase described below;

• certain conditions specified in the remarketing agreement are not satisfied; or

• any rating agency then rating the reset rate notes has not confirmed its then-current ratings of the notes, if such confirmation is required.

If a failed remarketing is declared with respect to the reset rate notes at a time when those notes are denominated in U.S. Dollars:

• all holders of such reset rate notes will retain their reset rate notes, including in all mandatory tender situations;

• the related interest rate will be reset to a failed remarketing rate of three month LIBOR plus __%; and

• the related reset period will be three months.

If a failed remarketing is declared with respect to the reset rate notes at a time when those notes are denominated in a currency other than U.S. Dollars:

• all holders of the reset rate notes will retain their reset rate notes;

• such reset rate notes will remain denominated in such currency;

• each related currency swap counterparty will be entitled to receive quarterly payments from the trust at an increased LIBOR based rate, determined at the time the swap agreement was entered into for that reset period, referred to in this prospectus supplement as the "extension rate;"

• the trust will be entitled to receive from each currency swap counterparty, if any, for payment to the reset rate noteholders, quarterly index rate payments at the specified failed remarketing rate; and

• the related reset period will be three months.

See "Payments on the Notes – Reset Rate Notes – Failed Remarketing" in this prospectus supplement.

Principal Payments

Principal payments will be made on the notes in an amount equal to the lesser of:

• the principal distribution amount, which includes any shortfall in the payment of the principal distribution amount on the preceding distribution dates; and

• funds available to pay principal as described below in "Description of the Notes—Flow of Funds."

Principal will be paid on the notes on the dates and in the order and priority described below under "—Flow of Funds."

Final Maturity

• The class A-1 notes will be paid in full by the __________, 20__ quarterly distribution date;

• the class A-2 notes will be paid in full by the __________, 20__ quarterly distribution date;

• the class A-3 notes will be paid in full by the __________, 20__ quarterly distribution date;

• the class A-4 notes will be paid in full by the __________, 20__ quarterly distribution date;

• the class A-5 notes will be paid in full by the __________, 20__ quarterly distribution date; and

• the class B notes will be paid in full by the __________, 20__ quarterly distribution date.

Description of the Trust

General

College Loan Corporation Trust 20__-_ is a Delaware statutory trust whose operations are limited to acquiring, holding and managing student loans originated under the Federal Family Education Loan Program ("FFELP") and other assets of the trust, issuing and making payments on the notes and any other incidental or related activities.

The trust will use the proceeds from the sale of the notes to purchase student loans, [to purchase the interest rate cap derivative agreement,] to make a deposit to the Collection Fund, to make a deposit to the Reserve Fund and to pay costs of issuing the notes.

The only sources of funds for payment of all of the notes issued under the indenture are the student loans and investments pledged to the indenture trustee, the payments the trust receives on those student loans [and investments and any payments the trust receives under the interest rate cap derivative agreement and the LIBOR note derivative product agreements].

The Trust's Assets

The assets of the Trust will include:

• the FFELP student loans acquired [previously, as well as the FFBLP student loans acquired] with the proceeds of the sale of the series ___ notes [and any future notes];

• collections and other payments received on account of the student loans;

• money and investments held in funds created under the indenture, including the Acquisition Fund, the Collection Fund, the Capitalized Interest Account, the Remarketing Fee Fund, the Accumulation Fund, the Supplemental Interest Fund, the Reserve Fund, and any Currency Fund; and

• [its rights under the interest rate cap derivative agreement and the LIBOR note derivative product agreements].

The Acquisition Fund

Approximately $______________ of the proceeds from the sale of the notes will be deposited into the Acquisition Fund, of which approximately $_______ will be used on the closing date by the trust, acting through the eligible lender trustee to purchase student loans and to pay costs of issuance [and to purchase the interest rate cap derivative agreement]. Until ____ __, 20__ the remaining $______ or deposit in the Acquisition Fund, representing approximately __% of the proceeds to the trust from the sale of the notes and approximately ___% of the initial Pool Balance; will be used by the trust to purchase student loans, including premiums on the student loans. On the quarterly distribution date occurring in ____ 20__, moneys remaining in the Acquisition Fund exceeding $_________ or such lesser amount as the trust may direct, will be transferred to the Collection Fund. Amounts remaining in the Acquisition Fund will be used by the trust to acquire student loans that are being added to the student loans the trust acquired previously. The Higher Education Act permits borrowers to add additional student loans to a consolidation loan during the 180-day period following the origination of the consolidation loan.

Any moneys remaining in the Acquisition Fund on the _______ 20__ quarterly distribution date will be transferred to the Collection Fund. In addition, on each quarterly distribution date or monthly payment date, to the extent that money in the Collection Fund is not sufficient to pay amounts owed to the U.S. Department of Education or the guarantee agencies, servicing fees, trustees' fees, administration fees, remarketing fees, the interest then due on the notes and amounts due to any counterparty on any derivative product agreement (other than certain termination payments), moneys on deposit in the Acquisition Fund will be transferred to the Collection Fund to cover any such deficiency, prior to any transfer being made from the Reserve Fund to cover any such deficiency.

The Collection Fund

The trust will make an initial deposit to the Collection Fund from the proceeds of the sale of the notes in the amount of $____________. The indenture trustee will deposit into the Collection Fund all revenues derived from student loans and money or assets on deposit in the trust [and any payments received from the counterparties to the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. Money on deposit in the Collection Fund will be used to pay:

• amounts owing to the U.S. Department of Education and guarantee agencies,

• the trust's operating expenses, which include servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees, remarketing agent fees, [and LIBOR note derivative product agreement fees],

• interest and principal on the notes, including amounts payable to counterparties on derivative agreements, and

• amounts necessary to finance any add-on consolidation loans to the extent not financed from the acquisition fund.

Capitalized Interest Account

Approximately $__________ of the proceeds from the sale of the notes will be deposited into the Capitalized Interest Account on the closing date. Amounts on deposit in the Capitalized Interest Account will be used to pay interest on the notes and operating expenses prior to amounts being withdrawn from the Reserve Fund. However, any moneys remaining in the Capitalized Interest Account on ________ __, 200_ will be transferred to the Collection Fund.

The Remarketing Fee Fund

The indenture trustee will establish and maintain a Remarketing Fee Fund as an asset of the trust estate for the benefit of the remarketing agents and, in certain circumstances, the senior noteholders. On each quarterly distribution date that is one year or less prior to a reset date, the indenture trustee will transfer funds in the Collection Fund to the Remarketing Fee Account, prior to the payment of interest on the notes, in an amount up to the quarterly funding amount until the balance on deposit in the Remarketing Fee Account reaches the targeted level for such reset date. Amounts on deposit in the Remarketing Fee Account in excess of the targeted level on any quarterly distribution date will be transferred to the Collection Fund and included in available funds for that quarterly distribution date. Investment earnings on deposit in the Remarketing Fee Account will be withdrawn on each monthly calculation date, deposited into the Collection Fund and included in available funds for such monthly calculation date. See "Payments on the Notes – Reset Rate Notes – Tender of Reset Rate Notes; Remarketing Procedures" in this prospectus supplement.

The Accumulation Fund

The indenture trustee will establish and maintain an Accumulation Fund for the benefit of the reset rate notes. During the initial reset period for the reset rate notes, and in any subsequent reset period during which the reset rate notes are structured not to receive a payment of principal until the end of the related reset period, all amounts that would otherwise be payable on such reset rate notes as principal payments will be deposited into the Accumulation Fund. In such case, on each quarterly distribution date, the indenture trustee will deposit any payments of principal allocated to the reset rate notes in U.S. Dollars into the Accumulation Fund. All amounts on deposit in the Accumulation Fund, including amounts deposited on a related quarterly distribution date, excluding investment earnings, will be paid either:

• if the reset rate notes are then denominated in U.S. Dollars, on the next reset date for such notes, to the holders of the reset rate notes, after all other required distributions have been made on that reset date; or

• if the reset rate notes are denominated in a currency other than U.S. Dollars, on or about the next reset date for such class, to the currency swap counterparty, which will in turn pay the applicable currency equivalent of those amounts to the trust for payment to the holders of the reset rate notes not later than the second business day following the reset date for such class, after all other required distributions have been made on that reset date.

Amounts on deposit in the Accumulation Fund, exclusive of investment earnings, may be used only to pay principal on the reset rate notes or to the related currency swap counterparty and for no other purpose. Investment earnings on deposit in the Accumulation Fund will be transferred on each monthly calculation date to the Collection Fund and included as part of available funds for that monthly calculation date.

The Supplemental Interest Fund

In the event that amounts are deposited into the Accumulation Fund because the reset rate notes for a reset period are structured not to receive principal payments until the next reset date, on each quarterly distribution date the indenture trustee will make deposits from the Collection Fund to the Supplemental Interest Fund. The deposit generally will equal the amount sufficient to pay either the holders of the reset rate notes or the applicable swap counterparty interest through the next quarterly distribution date at the related interest rate borne by the reset rate notes (or index for reset rate notes bearing interest at a floating rate) on all amounts on deposit in the Accumulation Fund, after giving effect to an assumed rate of investment earnings on the Accumulation Fund. For a further description of the supplemental interest deposit amount for the reset rate notes, see "Description of the Notes – Principal Distributions – Allocation of Principal to Accumulation Fund" below. All amounts on deposit in the Supplemental Interest Fund will be transferred to the Collection Fund on each quarterly distribution date.

The Reserve Fund

The trust will make a deposit to the Reserve Fund from the proceeds of the sale of the notes in the amount of $___________. The Reserve Fund is subject to a minimum balance equal to the greater of:

• __% of the pool balance as of the close of business on the last day of the related collection period, or

• $_________;

provided however, in no event shall such minimum balance exceed the aggregate outstanding principal balance of the notes.

On each distribution date or monthly payment date, to the extent that money in the Collection Fund is not sufficient to pay amounts owed to the U.S. Department of Education or guarantee agencies, servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees, [LIBOR note derivative product agreement fees] and the interest then due on the notes, the amount of the deficiency will be paid directly from the Reserve Fund. To the extent the amount in the Reserve Fund falls below the Reserve Fund minimum balance, the Reserve Fund will be replenished on each distribution date from funds available in the Collection Fund as described below under "Description of the Notes — Flow of Funds." Funds on deposit in the Reserve Fund in excess of the Reserve Fund minimum balance will be transferred to the Collection Fund.

If on any quarterly distribution date funds on deposit in the Reserve Fund are sufficient to pay the remaining principal and interest on the notes, any payments due to the counterparty and any remaining fees, including carryover servicing fees, such amounts shall be so applied on such distribution date for payment of the remaining principal and interest on the notes, any payments due to the counterparty and any remaining fees, including carryover servicing fees, as applicable. See "Credit Enhancement — Reserve Fund" in this prospectus supplement.

Currency Fund

If the reset rate notes are denominated in a currency other than U.S. Dollars during any reset period, the indenture trustee will establish and maintain a Currency Fund for such currency for the benefit of the holders of the reset rate notes. Any payments received from a swap counterparty in a currency other than U.S. Dollars will be deposited into the Currency Fund.

Flow of Funds

Each month, amounts will be withdrawn from the Collection Fund and applied to pay:

• amounts owed to the U.S. Department of Education and to guarantee agencies with respect to student loans owned by the trust;

• master servicing fees owed to the master servicer and administration fees owed to the issuer administrator, other than prior unpaid administration fees;

• amounts necessary to finance any add-on consolidation loans to the extent no funds remain in the Acquisition Fund [; and

• amounts due the counterparties under the derivative product agreements (which in the case of termination payments will be limited to priority termination payments)].

On each quarterly distribution date or auction rate distribution date, as applicable, prior to an event of default, money in the Collection Fund, the Supplemental Interest Fund and the Accumulation Fund for the reset rate notes, if applicable, will be used to make the following deposits and distributions, to the extent such amounts are due and payable on that date and funds are available, as shown in the chart beginning on the following page. See "Payments of the Notes – Collection Fund" in this prospectus supplement for a more detailed description of distributions.

COLLECTION FUND

1st
(pro rata) - ----------------------------------------------------------------------------------------------------------------
Payments to the U.S. Department of Education or to a guarantee agency
- ---------------------------------------------------------------------------------------------------------------

2nd
(pro rata) - ----------------------------------------------------------------------------------------------------------------
Payment of servicing, trustee, auction agent and broker-dealer fees
- ----------------------------------------------------------------------------------------------------------------

3rd ----------------------------------------------------------------------------------------------------------------
Remarketing Fee Fund
(Any amount required to be deposited to the Remarketing Fee Fund)
- ----------------------------------------------------------------------------------------------------------------

4th - ----------------------------------------------------------------------------------------------------------------
Administration fee and any prior unpaid administration fees
- ----------------------------------------------------------------------------------------------------------------

5th
(pro rata) - ----------------------------------------------------------------------------------------------------------------
Interest on Class A notes and amounts due to derivative product counterparties
(except for certain termination payments due to a derivative product counterparty)
- ----------------------------------------------------------------------------------------------------------------

6th - ----------------------------------------------------------------------------------------------------------------
Interest on Class B notes
- ----------------------------------------------------------------------------------------------------------------

7th - ----------------------------------------------------------------------------------------------------------------
Principal on Class A Notes
(The class A principle distribution amount will be allocated [sequentially, to the
class A-1 notes through class A-5 notes, in that order] [first, to each class of class
A LIBOR rate notes and reset rate notes up to the amount needed to reduce its
outstanding principal balance to its targeted balance listed on Schedule A for that
quarterly distribution date and second, sequentially in numerical order, to each
class of class A auction rate notes], until paid in full, subject with respect to
the class A-4 notes, to certain amounts being deposited to a related account in
the Accumulation Fund, to the extent applicable)
- ----------------------------------------------------------------------------------------------------------------

8th - ----------------------------------------------------------------------------------------------------------------
Supplemental Interest Fund
(Any supplemental interest deposit amount)
- ----------------------------------------------------------------------------------------------------------------

9th - ----------------------------------------------------------------------------------------------------------------
Principal on Class B Notes
(on and after the stepdown date and provided that no trigger event is in effect on
such quarterly distribution date, the class B principle distribution amount to
the class B noteholders [sequentially in numerical order])
- ----------------------------------------------------------------------------------------------------------------

10th - ----------------------------------------------------------------------------------------------------------------
Reserve Fund
(amounts necessary to increase the balance to the Reserve Fund minimum balance)
- ----------------------------------------------------------------------------------------------------------------

11th - ----------------------------------------------------------------------------------------------------------------
Unpaid Carry-over Amounts due to [Class A-5] [Class A auction rate] Notes
- ----------------------------------------------------------------------------------------------------------------

12th - ----------------------------------------------------------------------------------------------------------------
Unpaid Carry-over Amounts due to Class B Notes
- ----------------------------------------------------------------------------------------------------------------

13th - ----------------------------------------------------------------------------------------------------------------
Derivative Product Counterparty
(payment of unpaid amounts due under derivative product agreement)
- ----------------------------------------------------------------------------------------------------------------

14th - ----------------------------------------------------------------------------------------------------------------
Depositor
(To reimburse it for expenses paid in connection with a remarketing pursuant to the
Remarketing Agreement)
- ----------------------------------------------------------------------------------------------------------------

15th - ----------------------------------------------------------------------------------------------------------------
Unpaid Master Servicing Fees
- ----------------------------------------------------------------------------------------------------------------

16th - ----------------------------------------------------------------------------------------------------------------
Class A and Class B Noteholders
(if the student loans are not sold pursuant to the optional purchase or mandatory
auction, to pay as accelerated payments of principal to the holders of the notes
and in the order and priority described above, until they have been paid in full)
- ----------------------------------------------------------------------------------------------------------------

17th - ----------------------------------------------------------------------------------------------------------------
Depositor
(any remaining amounts, less portion, if any, of principal allocated but not paid
to a class of auction rate notes on that quarterly distribution date)
- ----------------------------------------------------------------------------------------------------------------

However, on each quarterly distribution date all deposits and distributions made following the sixth item above will be made only with money in the Collection Fund that exceeds the accrued interest amount.

For each quarterly distribution date, the "accrued interest amount" will equal the amount of interest that will be owing on each class of auction rate notes on the first auction rate distribution date for each class following the quarterly distribution date, other than any class as to which that quarterly distribution date is an auction rate distribution date.

The principal distribution amount will be determined and allocated to classes of notes only on quarterly distribution dates.

If a class of LIBOR rate notes or reset rate notes is allocated some or all of the principal distribution amount on a quarterly distribution date, that class also will be paid that amount on that quarterly distribution date.

If a class of auction rate notes is allocated some or all of the principal distribution amount on a quarterly distribution date, that class will be paid that amount on that quarterly distribution date only if it is an auction rate distribution date for that class. Principal allocated but not paid to a class of auction rate notes on a quarterly distribution date will be paid to that class on its next auction rate distribution date.

We may distribute principal on the class B notes before the outstanding balance of each class A note is reduced to zero with amounts otherwise payable to the depositor.

Further, after the outstanding balance each of the LIBOR rate notes and reset rate notes is reduced to zero, we may redeem some or all of the remaining auction rate notes at our option as follows:

• from available funds in the trust as described in the prospectus under "Description of the Notes--Optional Redemption;"

• as described in the prospectus under "Description of the Notes--Extraordinary Optional Redemption;" and

• with proceeds received by the trust from selling student loans.

Notwithstanding the above, if a class B note interest trigger is in effect, interest on the class B notes will be subordinated to the payment of principal on the class A notes.

A "class B note interest trigger" will be in effect on any quarterly distribution date that:

• the outstanding principal balance of the class A notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds 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

• the outstanding principal balance of the class A notes and class B notes, plus all interest accrued but unpaid on such notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds the sum of twice the Pool Balance plus twice the amounts on deposit in the Reserve Fund and Capitalized Interest Account, in each case as of the end of the related Collection Period.

The "stepdown date" will be the earlier of the _________ 20__ quarterly distribution date, or the first date on which no class A notes remain outstanding. A "trigger event" will be in effect on any quarterly distribution date while any class A notes are outstanding if the outstanding principal balance of the notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds 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 if there has not been an optional purchase or sale of the trust's student loans through a mandatory auction as described below when the Pool Balance is 10% or less of the initial Pool Balance.

The term "Principal Distribution Amount" means, for each quarterly distribution date, the amount by which the aggregate outstanding principal amount of all the notes immediately prior to that quarterly distribution date exceeds the quotient obtained by dividing the Adjusted Pool Balance, as of the last day of the related collection period, by ____%.

The class A principal distribution amount is equal to the principal distribution amount times the class A percentage. The class B principal distribution amount is equal to the principal distribution amount times the class B percentage.

For each quarterly distribution date the class A percentage will equal 100% minus the class B percentage. The class B percentage will equal:

• 0%, prior to the stepdown date or on any other quarterly distribution date if a trigger event is in effect; or

on all other quarterly distribution dates, the percentage equivalent of a fraction, the numerator of which is the aggregate principal balance of the class B notes and the denominator of which is the aggregate principal balance of all outstanding notes, in each case determined on the calculation date for that quarterly distribution date.

"Adjusted Pool Balance" means, for any quarterly distribution date:

• if the Pool Balance as of the last day of the related collection period is greater than 40% of the initial Pool Balance, the sum of that Pool Balance, the required minimum balance of the Reserve Fund and the amount on deposit in the Capitalized Interest Account, in each case as of the last day of the related collection period; or

• if the Pool Balance as of the last day of the related collection period is less than or equal to 40% of the initial Pool Balance, that Pool Balance.

"Pool Balance" for any date means the aggregate principal balance of the trust's student loans on that date, including accrued interest that is expected to be capitalized, plus the amounts on deposit in the Acquisition Fund.

"Priority termination payment" means all termination payments due under a derivative product agreement resulting from:

• a monthly payment default by the trust under that derivative product agreement;

• certain insolvency events relating to the trust; and

• the indenture trustee taking any action under the indenture to liquidate all of the trust's assets following an event of default and an acceleration of the notes.

See "Description of the Notes – Flow of Funds" in this prospectus supplement.

During any reset period, a class of reset rate notes may be structured not to receive principal payments until the end of that reset period. If a class of reset rate notes is structured in this manner generally all amounts that otherwise would have been paid to the holders of that class of reset rate notes as principal will instead be deposited into a related account in the Accumulation Fund. Principal payments will be allocated to such account in the Accumulation Fund until amounts on deposit therein, less any investment earnings, are sufficient to pay the outstanding principal balance of the related class of reset rate notes in full and those funds will remain in the Accumulation Fund until the next reset date for such class, unless there occurs prior to that reset date an optional purchase of the remaining student loans in the trust estate or a successful auction of the student loans by the indenture trustee. On each reset date for that class of reset rate notes, the trust will pay all amounts, less any investment earnings, on deposit in the related account in the Accumulation Fund, including amounts deposited on that reset date, to the holders of that class of reset rate notes, or the related swap counterparty for payment to the holders of that class of reset rate notes if the reset rate notes are denominated in a currency other than U.S. Dollars, as a distribution of principal.

Flow of Funds After Events of Default

Following the occurrence of an event of default that results in an acceleration of the maturity of the notes, no distributions of principal or interest will be made with respect to the class B notes until payment in full of principal and interest on the class A notes. Payments of principal on the class A notes will be made pro rata to the class A noteholders, without preference or priority of any kind, until the class A notes are repaid in full. [Payments of principal on the class B notes will be made pro rata to the class B noteholders, without preference or priority of any kind, until the class B notes are repaid in full.] See "Summary of the Indenture Provisions — Remedies on Default" in the accompanying prospectus.

Characteristics of the Student Loan Portfolio

The student loans [that the trust currently run, as well as the student loans that] the trust will acquire with the proceeds of the sale of the notes are loans originated under the Federal Family Education Loan Program. The information in this prospectus supplement relating to the student loans [that the trust currently run, as well as the student loans that] the trust will acquire on the closing date is presented as of ____________ __, 20__. As of that date, the student loans had an aggregate outstanding principal balance of $_____________, which includes accrued interest of $___________ to be capitalized on commencement of repayment. In addition, the weighted average annual interest rate of the student loans was approximately _____% and their weighted average remaining term to scheduled maturity was approximately ___ months. The student loans [that the trust currently run, as well as the student loans that] the trust will acquire on the closing date with the proceeds of the notes are described more fully below under "Characteristics of the Student Loans" in this prospectus supplement.

Credit Enhancement

Credit enhancement for the notes will include cash on deposit in the Reserve Fund and the Capitalized Interest Fund, as described below under "Credit Enhancement — Reserve Fund" and "- Capitalized Interest Fund", and for the class A notes, the subordination of the class B notes, as described below under the caption "- Subordinated Notes."

[Collateralization Ratios

          On the closing date, after we issue the series ______ notes and acquire the student loans that we expect to acquire on the closing date:

• the senior asset percentage will equal approximately ____%; and

• the subordinate asset percentage will equal approximately _____%.

Servicing

Under a master servicing agreement., [College Loan Corporation] will act as master servicer with respect to the student loans. The master servicer will be paid a monthly servicing fee based on the outstanding principal balance of the trust's student loans in an amount equal to 1/12^th of ___% for student loans (other than consolidation loans) in school, grace, deferment and forbearance, ____% for student loans (other than consolidation loans) in repayment and ___% for consolidation loans. In addition, the master servicer will be entitled to receive from available funds a carry-over servicing fee as described below in "Description of the Notes — Flow of Funds." The carry-over servicing fee is the sum of:

• the amount of specified increases in the costs the master servicer incurs,

• the amount of specified conversion, transfer and removal fees;

• any carry-over servicing fees described above that remain unpaid from prior distribution dates; and

• interest on unpaid amounts as set forth in the master servicing agreement.

[College Loan Corporation] has entered into a subservicing agreement pursuant to which __________ has agreed to assume responsibility for servicing, maintaining custody of and making collections on the trust's student loans. Under the terms of the agreement, _____________ may be required to purchase student loans from the trust if it fails to comply with the terms and provisions of the agreement. See "The Student Loan Operations of College Loan Corporation Trust 20__-_ – Servicing of student loans" in this prospectus supplement.

Optional Purchase

The depositor may, but is not required to, repurchase all remaining student loans in the trust on the earlier of the __________, 20__ quarterly distribution date, or when the Pool Balance is 10% or less of the initial Pool Balance. If this purchase option is exercised, the student loans would be sold to the depositor as of the last business day of the preceding collection period and the proceeds will be used on the corresponding quarterly distribution date to repay any outstanding notes, which will result in early retirement of the remaining notes. The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining student loans held by the trust, but not less than a prescribed minimum purchase price. The prescribed minimum purchase price is the amount that would be sufficient to:

• reduce the outstanding principal amount of each class of notes then outstanding on the related quarterly distribution date to zero;

• pay to the noteholders the interest payable on the related quarterly distribution date;

• [pay any amount owing to a LIBOR note derivative product agreement counterparty;] and

• pay any unpaid carry-over servicing fee.

Mandatory Auction

If the depositor does not notify the indenture trustee of its intention to exercise its right to repurchase the remaining student loans in the trust as described above, all of the remaining loans in the trust will be offered for sale by the indenture trustee before the next succeeding distribution date. College Loan Corporation and its affiliates and unrelated third parties may offer to purchase the trust's student loans in the auction.

If at least two bids are received, the indenture trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The indenture trustee will accept the highest of the remaining bids if it equals or exceeds either the minimum purchase price described above, or the fair market value of the student loans remaining in the trust at the end of the related collection period, whichever is higher. The net proceeds of any auction sale will be used to retire any outstanding notes on the next distribution date.

If the highest bid after the solicitation process does not equal or exceed the minimum purchase price described above or the fair market value of the student loans remaining in the trust estate, the indenture trustee will not complete the sale. If the sale is not completed, the indenture trustee may, but will not be obligated to, solicit bids for the sale of the trust's student loans at the end of future collection periods using procedures similar to those described above.

If the trust's student loans are not sold as described above, on each subsequent distribution date, all amounts on deposit in the Collection Fund after giving effect to all withdrawals, except withdrawals payable to the depositor, will be distributed as accelerated payments of principal on the notes. The indenture trustee may or may not succeed in soliciting acceptable bids for the trust's student loans either on the auction date or subsequently.

[Interest rate cap derivative product agreement]

[On the closing date the trustee will use a portion of the net proceeds from the sale of the notes to purchase an interest rate cap derivative product agreement from ________________.]

[Under the interest rate cap derivative agreement, on the third business day before each distribution date to and including the __________, 20__ distribution date ____________ will pay to the trust an amount, calculated on a quarterly basis, equal to the product of (a) the excess, if any, of (i) three-month LIBOR as determined for the interest accrual period related to the applicable distribution date over (ii) ___% and (b) a notional amount equal to $__________. LIBOR for the first interest accrual period will be determined using the formula described below in "Description of the Notes – Interest Payments." See "Interest Rate Cap Derivative Agreement" in this prospectus supplement.]

[LIBOR note derivative product agreements]

[On the closing date the trust will enter into LIBOR note derivative product agreements with _________________ and __________. Under the LIBOR note derivative product agreements, ___________________ and _______________each will pay to the trust, on or before the third business day preceding each distribution date, an amount calculated on a quarterly basis equal to a ___% share of:

• the excess, if any, of the interest rate payable on the class A-1 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-1 notes; plus

• the excess, if any, of the interest rate payable on the class A-2 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-2 notes; plus

• the excess, if any, of the interest rate payable on the class A-3 notes over the adjusted student loan rate, multiplied by the principal amount of the outstanding class A-3 notes.

[The adjusted student loan rate, in general, will equal the expected weighted average interest collections of the trust's student loans after deducting any amounts payable to the U.S. Department of Education, less servicing fees, trustees' fees, auction agent fees, broker dealer fees, administration fees and LIBOR note derivative product agreement fees.]

[The maximum amount payable to the trust under the LIBOR note derivative product agreements will equal __% of the outstanding principal balance of the class ___ notes. Each counterparty's maximum obligation, as of any date, under its LIBOR note derivative product agreement will equal one-half of that maximum amount, less the payments made previously under its LIBOR note derivative product agreement net of the amount of any payments (other than interest) made by the trust to reimburse payments made by that counterparty.]

[On each distribution date, each counterparty will be paid a fee equal in the aggregate to ___% per annum of the principal balance of the notes. In addition, each counterparty will be entitled to receive from the Collection Fund, a sum equal to any payments received by the trust from such counterparty which remain unreimbursed, plus interest, in the manner described below in "Description of the Notes — Flow of Funds." See "LIBOR Note Derivative Product Agreements" in this prospectus supplement.]

Book-entry registration

The notes will be delivered in book-entry form through the Same Day Settlement System of The Depository Trust Company.

Federal income tax consequences

Stroock & Stroock & Lavan LLP will deliver an opinion that for federal income tax purposes, the notes will be treated as the trust's indebtedness. You will be required to include in your income, the interest on the notes as paid or accrued, in accordance with your accounting methods and the provisions of the Internal Revenue Code. See "Federal Income Tax Consequences" in the prospectus.

ERISA considerations

If the notes are treated as indebtedness without substantial equity features, the notes are eligible for purchase by or on behalf of employee benefit plans, retirement arrangements, individual retirement accounts and Keogh Plans, subject to the considerations discussed under "ERISA Considerations" in this prospectus supplement.

Rating of the Notes

The class A notes offered pursuant to this prospectus supplement will be rated by at least two nationally recognized statistical rating agencies in their highest rating category. The class B notes offered pursuant to this prospectus supplement will be rated in one of the three highest rating categories of at least two nationally recognized statistical rating agencies.

[Irish Stock Exchange Listing]

[Application is expected to be made to the Financial Regulator in Ireland for this prospectus supplement to be approved and to list the Class A notes on the Irish Stock Exchange. There can be no assurance this approval will be obtained. The issuance and settlement of the notes is not conditioned on the listing of the Class A notes on the Irish Stock Exchange.]

CUSIP Numbers

• Class A-1 Notes: ___

• Class A-2 Notes: ___

• Class A-3 Notes: ___

• Class A-4 Notes: ___

• Class A-5 Notes: ___

• Class B Notes: ___

International Securities Identification Numbers (ISIN)

• Class A-1 Notes: ___

• Class A-2 Notes: ___

• Class A-3 Notes: ___

• Class A-4 Notes: ___

• Class A-5 Notes: ___

• Class B Notes: ___

Risk Factors

          The discussion under the heading "Risk Factors" in the prospectus describes the risks associated with your investment in the notes. In addition, you should consider the following factors:

The trust's assets may not be sufficient to pay its notes

          On the date of issuance of the notes, the aggregate principal balance of the student loans the trust owns and the other assets pledged as collateral for the notes will be approximately _____% of the aggregate principal balance of the notes issued under the indenture.

          As a result, if an event of default should occur under the indenture and the trust was required to redeem all of its notes, the trust's liabilities may exceed its assets. If this were to occur, the trust would be unable to repay in full all of the holders of the notes.

The notes may be subject to liquidity and yield risks

          On May 31, 2006, the U.S. Securities and Exchange Commission announced that it had settled its investigation against 15 firms, including [insert firm names] (the "Broker-Dealers"), that participate in the auction rate securities market regarding their respective practices and procedures in this market. The SEC alleged in the settlement that the firms had managed auctions for auction rate securities in which they participated in ways that were not adequately disclosed or that did not conform to disclosed auction procedures. As part of the settlement, [insert firm names] agreed to pay civil money penalties of [insert dollar amounts], respectively. In addition, each Broker-Dealer, without admitting or denying the SEC's allegations, agreed to be censured, to cease and desist from violating certain provisions of the securities laws, to provide to customers written descriptions of its material auction practices and procedures, and to implement procedures reasonably designed to detect and prevent any failures by that Broker-Dealer to conduct the auction process in accordance with disclosed procedures. No assurances are given as to how the settlement may affect the market for auction rate securities or the [name of specific issue].

The acquisition of additional student loans after the closing date may cause the characteristics of the student loans to differ from those described in this prospectus supplement

           Student loans may be added to the trust with amounts in the Acquisition Fund and with the proceeds of the issuance of additional notes by the trust. Following the transfer of additional student loans to the trust after the closing date, the characteristics of the student loans may differ from the information as of the statistical calculation date presented in this prospectus supplement. The characteristics that may differ include the composition of the student loans, changes in the relative concentration of guarantors in the student loan pool, the distribution by loan type, the distribution by interest rate, the distribution by principal balance and the distribution by remaining term.

The assets pledged to the trust estate may not be sufficient to pay the notes

          Upon the issuance of the notes, the aggregate principal balance of the student loans and the other assets pledged as collateral for the notes and held in the trust estate will be less than the aggregate principal balance of the notes issued under the indenture.

          As a result, if an event of default should occur under the indenture requiring repayment of all of the notes, the amount due on the notes may exceed the assets held in the trust estate. If this were to occur, the holders of the notes, and in particular holders of the class B notes, may not be repaid in full.

A high rate of prepayments may adversely affect the trust's ability to repay its notes

          The initial Pool Balance, amounts deposited in the Collection Fund and the Reserve Fund are approximately _______% of the aggregate initial principal amount of the notes. This calculation does not include accrued interest that will not be capitalized, which is also an asset of the trust. Noteholders must rely primarily on interest payments on the trust's student loans and other assets to reduce the aggregate principal amount of the notes to the Pool Balance. The noteholders, especially class B noteholders, could be adversely affected by a high rate of prepayments, which would reduce the amount of interest available for this purpose.

The class B notes are subordinated to the class A notes

           Payments of interest and principal on the class B notes are subordinated in priority of payment to payments of interest and principal on the class A notes. Accordingly, holders of class B notes will bear a greater risk of loss than holders of the class A notes in the event of a shortfall in available funds or amounts in the reserve fund due to losses or for any other reason. If the actual rate and amount of losses on the student loans exceeds your expectations, and if amounts in the reserve fund are insufficient to cover the resulting shortfalls, the yield to maturity on class B notes may be lower than you anticipate and you could suffer a loss. Class B notes are also subordinate to the class A notes as to the direction of remedies upon an event of default under the indenture.

Adverse changes in the financial condition of a guarantee agency may cause a delay or losses on payment of the notes.

          Each student loan is guaranteed by a guarantee agency. [Guarantor] has guaranteed approximately __% of the outstanding principal balance of the student loans as of the statistical calculation date. If there should be a material adverse change in the financial condition of [Guarantor], it may fail to make its guaranteed payments to the eligible lender trustee. Although in these circumstances we may submit claims directly to the Department of Education, there may be delays in the trust receiving claim payments from the Department of Education. The delay of any such guaranteed payments, interest subsidy payments, or special allowance payments could adversely affect our ability to pay timely interest and principal on the notes.

Your securities may have a degree of basis risk which could compromise the trust's ability to pay principal and interest on your securities

           There is a degree of basis risk associated with the notes. Basis risk is the risk that shortfalls might occur because, among other things, the interest rates of the trust student loans and those of the notes adjust on the basis of different indexes. If a shortfall were to occur, the trust's ability to pay your principal and/or interest on the notes could be compromised.

The interest rates on the auction rate notes are subject to limitations, which could reduce your yield

          The interest rates on the auction rate notes may be limited by the maximum rate (which will be based on the least of the LIBOR rate for a comparable period plus a margin, __% per annum and the highest interest rate permitted by law), or, in certain circumstances, the adjusted student loan rate (which is based on the actual return on the trust's student loans, less specified administrative costs and losses realized on the student loans during the preceding collection period). If, for any auction period, the maximum rate is less than the auction rate determined in accordance with the auction procedures, interest will be paid on the auction rate notes at the maximum rate even though there may be sufficient available funds to pay interest at the auction rate.

          For an auction period on which the adjusted student loan rate applies, the difference between the amount of interest at the auction rate determined pursuant to the auction procedures for the auction rate notes and the amount of interest at the adjusted student loan rate will become a carry-over amount, and will be paid on succeeding auction rate distribution dates only to the extent that there are funds available for that purpose and other conditions are met. It is possible that such carry-over amount may never be paid. Any carry-over amount not paid at the time of redemption or maturity of an auction rate note will be extinguished. For an auction period on which the interest rate is limited by any other component of the maximum rate, the difference between the amount of interest at the auction rate and the amount of interest at that maximum rate will not become a carry-over amount and will not be paid in the future.

[Your securities may have greater basis risk and the trust's ability to pay principal and interest on your notes may be compromised if a derivative product counterparty defaults or the aggregate limit on derivative product counterparty payments is exceeded.]

          [The trust will enter into an interest rate cap derivative agreement and LIBOR note derivative product agreements with counterparties that are intended to mitigate the basis risk associated with the LIBOR rate notes.

          If a payment is due to the trust under the interest rate cap derivative agreement or a LIBOR note derivative product agreement, a default by the applicable counterparty may reduce the amount of funds available to the trust and thus the trust's ability to pay your principal and interest on the notes. Moreover, the trust's ability to pay principal and interest on the notes also may be adversely affected if the shortfall exceeds a counterparty's obligation under its LIBOR note derivative product agreement or under the interest rate cap derivative agreement.

          In addition, an early termination of the interest rate cap derivative agreement or a LIBOR note derivative product agreement may occur in the event that either:

• a counterparty fails to make a required payment within three business days of the date that payment was due; or

• a counterparty fails, within 45 calendar days of the date on which the credit ratings of the counterparty or its credit support provider fall below the required ratings specified in the agreement, to:

• obtain a replacement interest rate cap derivative agreement or a replacement LIBOR note derivative product agreement, as the case may be, with terms substantially the same as the agreement; or

• establish any other arrangement satisfactory to the trust and the applicable rating agencies.

          If an early termination occurs, the trust may no longer have the benefit of the interest rate cap derivative agreement or that LIBOR note derivative product agreement. You cannot be certain that the trust will be able to enter into a substitute interest rate cap derivative agreement or LIBOR note derivative product agreement.]

Military events may result in delayed payments from borrowers called to active military service

          The recent build-up of the United States military has increased the number of citizens who are in active military service. The Servicemembers Civil Relief Act limits the ability of a lender under the Federal Family Education Loan Program to take legal action against a borrower during the borrower's period of active duty and, in some cases, during an additional three month period thereafter. In addition, the United States Department of Education has issued guidelines that would extend the in-school status, in-school deferment status, grace period status or forbearance status of certain borrowers ordered to active duty.

          We do not know how many student loans have been or may be affected by the application of the Servicemembers Civil Relief Act and the United States Department of Education's guidelines. Payments on student loans acquired by the trust may be delayed as a result of these requirements, which may reduce the funds available to the trust to pay principal and interest on the notes.

Higher Education Relief Opportunities for Students Act of 2003 may result in delayed payments from borrowers

          The Higher Education Relief Opportunities for Students Act of 2003 ("HEROS Act of 2003"), signed by the President on August 18, 2003, authorizes the Secretary of Education, during the period ending September 30, 2007, to waive or modify any statutory or regulatory provisions applicable to student financial aid programs under Title IV of the Higher Education Act as the Secretary deems necessary for the benefit of "affected individuals" who:

• are serving on active military duty or performing qualifying national guard duty during a war or other military operation or national emergency;

• reside or are employed in an area that is declared by any federal, state or local office to be a disaster area in connection with a national emergency; or

• suffered direct economic hardship as a direct result of war or other military operation or national emergency, as determined by the Secretary.

          The Secretary is authorized to waive or modify any provision of the Higher Education Act to ensure that:

• such recipients of student financial assistance are not placed in a worse financial position in relation to that assistance;

• administrative requirements in relation to that assistance are minimized;

• calculations used to determine need for such assistance accurately reflect the financial condition of such individuals;

• to provide for amended calculations of overpayment; and

• institutions of higher education, eligible lenders, guaranty agencies and other entities participating in such student financial aid programs that are located in, or whose operations are directly affected by, areas that are declared to be disaster areas by any federal, state or local official in connection with a national emergency may be temporarily relieved from requirements that are rendered infeasible or unreasonable.

          The number and aggregate principal balance of student loans that may be affected by the application of the HEROS Act of 2003 is not known at this time. Accordingly, payments we receive on student loans made to a borrower who qualifies for such relief may be subject to certain limitations. If a substantial number of borrowers become eligible for the relief provided under the HEROS Act of 2003, there could be an adverse effect on the total collections on the trust's student loans and our ability to pay principal and interest on the notes.

Changes to the Higher Education Act may result in adverse changes to the student loans

          The Higher Education Act and other relevant federal or state laws may be amended or modified in the future.

          The President signed the Deficit Reduction Act of 2005 into law on February 8, 2006, which extended the Department of Education's authority to provide interest subsidies and federal insurance for loans originated under the Higher Education Act through September 30, 2012. The act made certain other changes to the FFELP, including, but not limited to:

• reducing student loan insurance from 98% to 97% for loans for which the first disbursement is made on or after July 1, 2006;

• providing that student loans serviced by servicers designated for exceptional performance shall receive 99% insurance coverage on or after July 1, 2006; and

• providing for the payment by lenders to the Department of Education of any interest paid by borrowers on student loans first disbursed on or after April 1, 2006 that exceeds the special allowance support level applicable to such loans.

          We cannot predict whether further changes will be made to the Higher Education Act in future legislation or the effect of such legislation on the trust's student loan program.

[In the event of an early termination of a swap agreement due to certain termination events, the trust may be required to make a large termination payment to the swap counterparty]

          [The trust may enter into one or more interest rate swap agreements in connection with the issuances of notes. If the remarketing agents, in consultation with the issuer administrator, determine that it would be in the best interests of the trust based on then-current market conditions, or if otherwise required to obtain a rating confirmation, the trust will enter into additional interest rate or currency swap agreements.

           Among other events, an interest rate or currency swap agreement may terminate in the event that either:

• the trust, to the extent the trust has sufficient funds available, or the related swap counterparty defaults in making a required payment within the period specified in the an interest rate or currency swap agreement; or

• the credit ratings of the counterparty fall below the required ratings and the counterparty fails to, within the period specified in the interest rate or currency swap agreement:

• obtain a replacement interest rate or currency swap agreement with terms substantially the same as the currency swap agreement;

• obtain a rating confirmation on the notes; or

• post collateral in accordance with a collateral agreement between the parties or establish another arrangement satisfactory to the rating agencies.

          Upon an early termination of an interest rate or currency swap agreement, the trust may not be able to enter into a substitute agreement with similar terms. As a result, we cannot assure you that the amount of credit enhancement will be sufficient to cover the risk that the interest rate or currency swap agreement was intended to address.

          If any currency swap counterparty fails to perform its obligations or if the related currency swap agreement is terminated, the trust will have to exchange U.S. Dollars for the applicable foreign currency at an exchange rate that may not provide sufficient amounts to make payments of principal and interest to all of the notes. As a result, if any of these swap agreements are terminated and the trust is not able to enter into a substitute swap agreement, all of the notes will bear the resulting currency risk and basis risk.

          In addition, if a payment is due to the trust under any of these swap agreements and the related swap counterparty defaults on such payment, the amount of funds available may be reduced, and the trust's ability to pay principal and interest on all of the notes may be reduced.]

[Your notes will have greater basis risk if an interest rate swap agreement terminates]

          [If on any quarterly distribution date a payment is due to the trust under an interest rate swap agreement, but the related swap counterparty defaults and the issuer administrator is unable to arrange for a replacement swap agreement, holders of notes will remain entitled to the established rate of interest and principal, even though the related swap agreement has terminated. If this occurs, amounts available to make payments on the related notes will be reduced to the extent the interest rates on those notes exceed the rates that the trust would have been required to pay to the swap counterparty under the terminated interest rate swap agreement. In this event, the trust may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.]

[You may have difficulty selling your notes]

           [Application will be made for the class A notes to be admitted to the official list of the Irish Stock Exchange subject to the Irish Stock Exchange listing rules and the prospectus rules of the Irish Financial Services Regulatory Authority and to be admitted to trading on the Irish Stock Exchange. There can be no assurance that this listing will be obtained. If the notes are not listed on a securities exchange and you want to sell your notes, you will have to locate a purchaser that is willing to purchase them. The underwriters intend to make a secondary market for the notes and may do so by offering to buy the notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the notes and may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. There have been times in the past where there have been very few buyers of asset-backed securities, and there may again be such a time in the future. As a result, you may not be able to sell your notes when you want to or you may not be able to obtain the price that you wish to receive.]

Even if you do not receive timely notices, you will be deemed to have tendered your reset rate notes

           Holders of beneficial interests in the reset rate notes may not receive timely notifications of the reset terms for any reset date due to procedures used by the clearing agencies and financial intermediaries. Even though you do not receive a copy of the notice delivered on a remarketing terms determination date, you will be deemed to have tendered your reset rate notes unless the remarketing agents have received a hold notice, if applicable, prior to the related notice date.

If a failed remarketing is declared, you will be required to rely on a sale through the secondary market if you wish to sell your reset rate notes

          On any reset date, if a failed remarketing is declared, your reset rate notes will not be sold even if you attempted or were required to tender them for remarketing. In this event, you will be required to rely on a sale through the secondary market. There can be no assurances that any secondary market will exist at that time.

If a failed remarketing is declared for the reset rate notes, the failed remarketing rate you will receive may be less than the then-prevailing market rate of interest

          If a failed remarketing is declared, your reset rate notes will become subject to the failed remarketing rate. Because the reset rate notes are denominated in U.S. Dollars during their initial reset period, you will receive interest until the next reset date at a failed remarketing rate of three-month LIBOR plus __%. If the reset rate notes are denominated in a currency other than U.S. Dollars, you will receive interest until the next reset date at the failed remarketing rate established on the related spread determination date. A failed remarketing rate may differ significantly from the rate of interest you received during any previous reset period. We cannot assure you that the failed remarketing rate will always be at least as high as the then-prevailing market rate of interest for similar securities, and your yield may be lower than you could have achieved investing in other securities.

If the holder of the call option exercises the call option, or if the reset rate notes are redeemed, you may not be able to reinvest in a comparable security

           College Loan Corporation, or its affiliates, will have the option to call, in whole only, the reset rate notes on each related reset date, even if you have delivered a hold notice and in certain other circumstances described in the prospectus supplement. The reset rate notes are also subject to redemption as described in the prospectus supplement. If the reset rate notes are redeemed or called, you will receive a payment of principal equal to the outstanding principal balance of your reset rate notes, plus all accrued and unpaid interest on such quarterly distribution date, but you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield. For additional information concerning the call option, optional redemption and reset periods of the reset rate notes, see "Payments on the Notes – Reset Rate Notes" in the prospectus supplement.

If investments in the Accumulation Fund do not perform as anticipated, your notes may be downgraded or you may suffer a loss

           During any reset period when the reset rate notes is structured not to receive a payment of principal until the end of that reset period, the issuer administrator, on behalf of the trust, will invest any funds on deposit in the Accumulation Fund in certain eligible investments, that satisfy the applicable rating requirements set by the rating agencies.

           There can be no assurance that these investments will not default or that they will always retain their initial rating. Any downgrade in these investments will also likely reduce the market value of these investments. In this event, if the issuer administrator were to have the trust sell these investments prior to their maturity, whether to minimize potential future losses or for any other reason, or if the indenture trustee were to liquidate these investments following an event of default and an acceleration of your notes, you may suffer a loss. We cannot assure you that these investments will pay interest and principal at the rates, at the times or in the full amounts owed. As a result, it is possible that you could suffer a loss on your investment.

In the event that money is deposited into the Supplemental Interest Fund, certain principal payments to the noteholders may be delayed or noteholders may suffer a loss

          If amounts on deposit in the Accumulation Fund during any reset period become sufficiently large, it is possible that required deposits into the related Supplemental Interest Fund may result in a shortage of available funds, and principal reduction payments, or redemption of the class 200_ notes would not be made on that or succeeding quarterly distribution dates until there are sufficient available funds.

College Loan Corporation Trust 200_-_

General

           College Loan Corporation Trust 200_-_ is a Delaware statutory trust formed in 200_ pursuant to a Trust Agreement by and between the depositor and _______, as the Delaware trustee, for the transactions described in this prospectus supplement. The assets of the trust will include student loans [previously acquired along with student loans] acquired with the proceeds of the series ____ notes, investments that we pledge to the indenture trustee and the payments received on those student loans and investments, [the interest rate cap derivative agreement and the LIBOR note derivative product agreements]. The trust was created for the purpose of facilitating the financing of student loans and other financial assets, and to engage in activities in connection therewith. The trust will not engage in any activity other than:

• acquiring, holding, managing and selling the student loans and the other assets of the trust, and the proceeds therefrom;

• issuing the notes;

• entering into swap agreements and credit enhancement facilities;

• making payments of principal and interest on the notes; and

• engaging in other activities related to the activities listed above.

           College Loan LLC will hold all of the equity interests in the trust. The mailing address for College Loan LLC, is 16855 W. Bernardo Drive, Suite 100, San Diego, CA 92127 and its telephone number is (858) 716-1586.

          The notes will be secured by the trust's assets. The Acquisition Fund, the Collection Fund, the Capitalized Interest Fund, the Accumulation Fund, the Supplemental Interest Fund, the Reserve Fund and any Currency Fund will be maintained in the name of the indenture trustee for the benefit of the noteholders. The Remarketing Fee Account will be maintained in the name of the indenture trustee for the benefit of the remarketing agents and, in certain circumstances, the senior noteholders. The servicers described below will act as custodians of the promissory notes and other documents with respect to the trust's student loans.

The Student Loan Operations of College Loan Corporation Trust 200_-_

Issuer Administrator

           College Loan Corporation, a California corporation, serves as issuer administrator for the trust pursuant to an administration agreement dated ___, 200_, among the trust, ___, as Delaware trustee, and ___, as indenture trustee. Under the administration agreement, College Loan Corporation will provide certain administrative services to the trust, the indenture trustee and the Delaware trustee, including, among other things:

• administering accounting and financial reporting activities of the trust;

• preparing operating budgets, statistical reports and cash flow projections to the extent required by the indenture; and

• providing certain notices and performing certain other administrative obligations required by the indenture and the trust agreement.

           College Loan Corporation receives compensation monthly for those services in the amount of __% (reduced to __% upon the occurrence of certain events) per annum of the outstanding principal balance of the trust's student loans. See "The Issuer Administrator" in the accompanying prospectus.

          The administration agreement will continue in force until the dissolution of the trust. The issuer administrator can resign on 60 days written notice or be removed upon 60 days written notice by the trust, provided a qualified successor issuer administrator agrees to be bound by terms similar to the administration agreement. Upon certain specified events, the issuer administrator may be removed immediately on written notice by the trust.

           Securitization trusts, sponsored by College Loan Corporation and its subsidiaries, began securitizing student loans in ___, 2002. Since then, College Loan Corporation or its subsidiaries have issued student loan asset backed securities having an aggregate initial principal balance of $9,649,400,000. Each of these trusts has paid in full all scheduled principal and interest due and payable on each outstanding class of securities and there are no prior defaults or early amortization triggering events on any securitization organized by the sponsor. The student loans owned by these trusts and pledged to secure the securities issued by each of them are not collateral for the notes offered by this trust. See "Static Pool Information" below.

The Delaware Trustee

           _________ is a Delaware banking corporation with trust powers incorporated in Delaware. ________‘s principal place of business is located at _______. ________ has served as Delaware trustee in numerous asset-backed securities transactions involving student loan receivables.

           __________ is subject to various legal proceedings that arise from time to time in the ordinary course of business. __________ does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as Delaware trustee.

           ___________ has provided the above information for purposes of complying with Regulation AB of the Securities Act of 1933, as amended. Other than the above two paragraphs, __________ has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement.

[Eligible Lender Trustee, Indenture Trustee, Verification Agent and Back-up Administrator

           __________, a banking association organized under the laws of __________, acts in various capacities for the trust. Its address is __________.

           Eligible Lender Trustee. __________ is the eligible lender trustee for the trust under an eligible lender trust agreement. The eligible lender trustee will acquire legal title on behalf of the trust to all the student loans acquired under loan purchase agreements. The eligible lender trustee on behalf of the trust has entered into a separate guarantee agreement with each of the guarantee agencies described in this prospectus supplement with respect to the trust's student loans. The eligible lender trustee qualifies as an eligible lender and the holder of the trust's student loans for all purposes under the Higher Education Act and the guarantee agreements. If the trust's student loans were not owned by an eligible lender, the trust's rights to receive guarantee agency and U.S. Department of Education payments on its student loans would be lost.

           Indenture Trustee. The trust will issue the notes under an indenture dated as of __________, 200_. Under the indenture, __________ will act as indenture trustee for the benefit of the noteholders, will protect the interests of the noteholders and will act as paying agent for the notes. The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the indenture.

           Verification Agent and Back-up Administrator. In it's role as verification agent, __________ will verify the issuer administrator's instructions regarding certain payments and transfers of funds under the indenture. As back-up administrator it is obligated to assume the issuer administrator's obligations in the event the issuer administrator can no longer perform such obligations.]

Loan Purchase Agreements

          The eligible lender trustee will hold legal title on behalf of the trust to student loans originated under the Federal Family Education Loan Program from "eligible lenders" under the Higher Education Act and acquired by the trust pursuant to the terms of a loan purchase agreement with the depositor. The depositor will sell to the trust the student loans to be acquired by the trust on and after the closing date. These student loans will have been acquired by the depositor from College Loan Corporation and its affiliates. The existing portfolio of student loans was acquired by the trust directly from College Loan Corporation and its eligible lender trustee under a similar loan purchase agreement. The loan purchase agreement will identify the portfolio of student loans to be purchased and will specify the purchase price to be paid for those student loans. The depositor will be obligated under the loan purchase agreement to deliver each student loan note and related documentation to the issuer administrator or servicer as custodial agent for the indenture trustee, and to deliver the instruments of transfer for the student loans as necessary for a valid transfer of the student loans.

          The depositor and College Loan Corporation will make representations, warranties and covenants with respect to the student loans sold pursuant to the loan purchase agreement, including the following:

• each student loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker and the endorser, if any, thereof, enforceable in accordance with its terms;

• the depositor is the sole owner and holder of each student loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances;

• each student loan to be sold under the loan purchase agreement is either insured or guaranteed;

• the depositor and any independent servicer have each exercised and shall continue until the scheduled sale date to exercise due diligence and reasonable care in making, administering, servicing and collecting the student loans; and

• the depositor, or the lender that originated a student loan, has reported the amount of origination fees, if any, authorized to be collected with respect to the student loan pursuant to Section 438(c) of the Higher Education Act to the Secretary of the U.S. Department of Education for the period in which the fee was authorized to be collected; and the depositor or originating lender has made any refund of an origination fee collected in connection with any student loan which may be required pursuant to the Higher Education Act.

          At the trust's or the indenture trustee's request, the depositor and College Loan Corporation will be obligated to repurchase any student loan the trust purchases from the seller if:

• any representation or warranty made or furnished by the depositor in or pursuant to the loan purchase agreement proves to have been materially incorrect as to the student loan;

• the Secretary of the U.S. Department of Education or a guarantee agency, as the case may be, refuses to honor all or part of a claim filed with respect to a student loan, including any claim for interest subsidy, special allowance payments, insurance, reinsurance or guarantee payments on account of any circumstance or event that occurred prior to the sale of the student loan to the trust; or

• on account of any wrongful or negligent act or omission of the depositor or its servicing agent that occurred prior to the sale of a student loan to the trust, or a defense that makes the student loan unenforceable is asserted by a maker or endorser, if any, of the student loan with respect to his or her obligation to pay all or any part of the student loan.

          Upon the occurrence of any of the conditions set forth above and upon the trust's or the indenture trustee's request, the depositor and College Loan Corporation will be required to pay to the indenture trustee an amount equal to the then-outstanding principal balance of the student loan, plus the percentage of premium paid in connection with the purchase of the student loan and interest and special allowance payments accrued and unpaid with respect to the student loan, plus any attorneys' fees, legal expenses, court costs, administration fees, servicing fees or other expenses incurred by the trust and the indenture trustee in connection with the student loan and arising out of the reasons for the repurchase.

          So long as the notes are outstanding, the trust will not sell or exchange its student loans except if the sale proceeds will be used to redeem a class of notes at their stated maturity or in connection with a termination of the trust, or, subject to satisfying certain criteria described in the indenture, in connection with loan consolidations, serializations, transfers to a guarantee agency for payment and repurchases for breaches of representations and warranties.

Capitalization

          [As of the closing date, the capitalization of the trust after giving effect to the issuance of the notes and before deducting expenses of the offering will be as follows:

Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class A-5 Notes
Class B Notes
Equity
          Total $
$
$
$
$
$
$100
$]

          [The following table sets forth the capitalization of the trust, after giving effect to the issuance of the series _____ notes. In preparing this table, the outstanding principal amount of each of the trust's previously issued notes is presented as of __________.]

Outstanding Notes Issued By Trust

Series Class Original Principal
Amount Outstanding Principal
Amount Final Maturity
Date Interest Rate Index

          We have paid in full all amounts due and payable on the series of notes specified above.

Servicing of the Student Loans

General

          The trust is required under the Higher Education Act, the rules and regulations of the guarantee agencies and the indenture to use due diligence in the servicing and collection of the student loans and to use collection practices no less extensive and forceful than those generally in use among financial institutions with respect to other consumer debt. The [trust][master servicer] has entered into agreements with third parties to perform the servicing activities. As of the statistical calculation date, the servicer of approximately __% of the student loans was ___, the servicer of approximately __% of the student loans was ___ and approximately __% of the student loans in the aggregate were serviced by ___. The indenture also permits other servicers upon confirmation that any ratings then applicable to any notes will not be withdrawn or reduced. All such percentages could change in the future. On the closing date, the trust will have servicing agreements in place with ___ and ___.

[The servicing agreements

          The trust has entered into a master servicing agreement with the master servicer which continues until the earlier of:

• the termination of the indenture,

• the early termination after material default by the master servicer as provided for in the master servicing agreement, or

• the student loans serviced under the master servicing agreement are paid in full.

          The master servicer has entered into a subservicing agreement with _____________________, under which ______________ assumes all of the duties of the master servicer under the master servicing agreement for the term of the master servicing agreement.

          The master servicer may enter into agreements with other subservicers upon receipt of a written confirmation from each of the rating agencies that such subservicing agreements will not result in a downgrade of (or other adverse action with respect to) the notes.

           Pursuant to each subservicing agreement, the subservicer will generally agree to provide all customary post-origination student loan servicing activities with respect to the student loans for which it is acting as subservicer. Such services generally include maintaining custody of copies of promissory notes and related documentation, billing for and processing payments from borrowers, undertaking certain required collection activities with respect to delinquent loans, submitting guarantee claims with respect to defaulted loans, establishing and maintaining records with respect to its servicing activities, and providing certain reports of its activities and the student loan portfolios serviced by them. The subservicer will agree to service the student loans in compliance with the Higher Education Act, the guidelines of the applicable guarantee agency, and all applicable federal and state laws and regulations.

          The master servicer will pay the subservicer a monthly fee for the servicing of student loans according to schedules set forth in the subservicing agreement. The fees are subject to periodic increases. The subservicing agreement will provide that the subservicer will indemnify the master servicer for losses arising out of the subservicer's willful misconduct or negligence with regard to the performance of its services or the breach of its obligations under the subservicing agreement, other than incidental, special or consequential damages. The subservicing agreement also will provide that if any student loan is denied its guarantee by a guarantee agency or the loss of federal interest, special allowance payments and/or insurance benefits, the subservicer will be required to take actions to make the issuing entity whole with respect to such student loan; provided, however, that the subservicer will not be liable for any error or omission which occurred prior to the date the subservicer assumed responsibility for servicing the student loan.]

          [The subservicing agreement will be for an initial term of ___ years and will automatically be extended for one additional year each year thereafter, unless either party gives ___ days written notice prior to the end of the initial term or any extension of the term.] [The subservicing agreement will be for an indefinite term and may be terminated by the master servicer at the end of a calendar quarter upon ___ days prior written notice.] [The subservicer may terminate the subservicing agreement on ___ days' notice prior to the end of a calendar quarter.] [If the subservicing agreement is terminated, the subservicer will continue to provide its full servicing through the date of termination.]

          [The subservicer will have the right to request an increase in its fees and expenses during the term of the subservicing agreement by giving notice to the master servicer. If the master servicer objects to any such increase within the time period set forth in the subservicing agreement, the proposed increase will not be effective and the subservicer may terminate the subservicing agreement.]

           However, no termination of the subservicing agreement will be effective unless and until the master servicer enters into another agreement similar to the subservicing agreement with another subservicer and receives a written confirmation from each of the rating agencies that such subservicing agreement will not result in a downgrade of (or other adverse action with respect to) the ratings of the notes.

[The Master Servicer]

           ____________________, a ___________ __________, will act as master servicer pursuant to the master servicing agreement. The master servicer will service the student loans in accordance with the specifications of the Higher Education Act, and as set forth in the master servicing agreement.

Description of Subservicing Agreements

[To be provided]

Custody of the Student Loan Promissory Notes

           ___ and ___ will each act as custodian of the student loans that it services for the trust. Each of ___ and ___ agree to store, protect and retain promissory notes and other collateral documents for serviced student loans in a locked, secure place on its premises. Original promissory notes will be released to the indenture trustee on written instruction (or at the written direction of the trust, with the consent of the indenture trustee).

Description of Subservicers

           [To be provided]

           The information included in this prospectus supplement relating to ___ and ___ has been obtained from these parties and has not been independently verified by the issuer. The inclusion of this information is not, and should not be construed as, a representation by the issuer or its counsel as to its accuracy or completeness or otherwise.

           Payments on Student Loans. [Payments received on a trust's student loans generally will be deposited into a lockbox account at an insured depository institution in the name of the applicable servicer each business day. Payments received on the trust's student loans will not be segregated from payments received on other student loans serviced by such servicer. Payments received on account of the trust's student loans will generally be transferred to the indenture trustee for deposit into the Collection Fund no less frequently than on a weekly basis; however, payments are typically transferred more often than weekly. Prior to the transfer of such funds to the indenture trustee, the servicers may invest those funds for its own account.]

Fees and Expenses of the Trust

          The following table lists all fees and expenses of the trust. In addition, Federal Family Education Loan Program lenders must pay a monthly rebate fee to the Secretary of Education at an annualized rate generally equal to 1.05% on principal and interest on Federal Consolidation Loans disbursed on or after October 1, 1993. See "Description of the Federal Family Education Loan Program" in the accompanying prospectus. All fees and expenses described below, as well as the monthly rebate fee, will be paid from funds in the Administration Fund in the priority as described under "Description of the Notes – Collection Fund."

Fee and Expense Recipient Amount

Administration Fee CLC __% (reduced to __% upon the occurrence of certain events) per annum of the principal balance of the student loans.

Auction Agent Fee ___ __% per annum based on the average, computed daily, of the outstanding principal balance of the auction rate notes.

Broker-Dealer Fee Broker-Dealer
[for applicable class of
auction rate notes] __%-__% per annum based on the average, computed daily, of the outstanding principal balance of the auction rate notes allocated to the applicable broker-dealer

Delaware Trustee Fee ___ $___ per annum

Remarketing Fee ___ *

Trustees' Fee ___ __% of notes outstanding per annum as the indenture trustee and eligible lender trustee fee

Verification Agent and Back-up
Administrator Fee ___ $___ per issuance as the verification agent fee

$___ per annum as the back-up administration fee

Servicing Fee ___, ___, and ___ (each as a Servicer) **

_________________

*Remarketing fees range from 0.__% to 0.__% based on the assumed weighted average life of the reset rate notes and the maximum fee set forth on a schedule to the remarketing agreement.

^**The monthly servicing fees range from $___ to $___ per student loan based on factors such as the borrower payment status (i.e. repayment, forbearance, in school), type of loan (i.e. Stafford, consolidation) and date of origination.

          The fees described above may be increased if the trust obtains a rating confirmation with respect to such increase.

Use of Proceeds

          We estimate that the net proceeds from the sale of the notes will be applied as follows:

Deposit to Acquisition Fund
Deposit to Reserve Fund
Deposit to Collection Fund
          Total $___________
$___________
$___________
$___________

           Approximately $___________ of the proceeds deposited to the Acquisition Fund will be used to pay the costs of issuing the notes [and to purchase the interest rate cap derivative agreement].

Acquisition of Student Loans

          The trust, acting through the eligible lender trustee, expects to use $____________of the net proceeds of the notes being offered by this prospectus supplement to purchase student loans on the date of issuance of the notes from an eligible lender trustee holding the student loans on behalf of College Loan LLC. The trust will purchase its student loans for a price equal to 100% of their aggregate outstanding principal balance as of the cut-off date, plus interest accrued but unpaid to and including the cut-off date. Interest that accrues subsequent to the cut-off date but prior to the closing date will be paid to the depositor as described below under "Description of the Notes — Flow of Funds." Each of the parties selling loans to the depositor will make representations and warranties with respect to the student loans to be sold and has agreed to repurchase any student loans for which any representation or warranty is later determined to be materially incorrect.

          As described under "The Federal Family Education Loan Program – Federal Consolidation Loans" in Appendix A to the accompanying prospectus, borrowers may consolidate additional student loans with an existing consolidation loan within 180 days from the date that the consolidation loan was made. As a result of the addition of any such add-on consolidation loans, the related consolidation loan may, in certain cases, have a different interest rate and a different final payment date. Any add-on consolidation loan added during the prefunding period to a consolidation loan in the trust will be funded by a transfer from the Acquisition Fund of the amount required to repay in full any student loan that is being discharged through such add-on consolidation loan. Such amount will be paid by the indenture trustee to the holder or holders of such student loans to prepay such loans. For a period of 210 days after the end of the prefunding period (30 days being attributed to the processing of any such add-on consolidation loans) amounts necessary to fund add-on consolidation loans will be excluded from the money in the Collection Fund that is available to pay the trust's operating expenses and to make payments on the notes.

          The eligible lender trustee on behalf of College Loan LLC, acting through an eligible lender trustee, will acquire the student loans from __________________. ______________________ will make representations and warranties with respect to the student loans to be sold and has agreed to repurchase any student loans for which any representation or warranty is later determined to be materially incorrect. See "The Student Loan Operations of College Loan Corporation Trust 20__-_" in this prospectus supplement.

Characteristics of the Student Loans
(As of the Statistical Calculation Date)

          Set forth below in the following tables are descriptions as of ___, 200_ — the statistical calculation date — of certain characteristics of the student loans that the trust [currently owns as well as the student loans that the trust] expects to acquire on the closing date that existed as of the statistical calculation date. The percentages set forth below may not always add up to 100% due to rounding. All of the student loans that the trust [currently owns as well as the student loans that the trust] will acquire with amounts deposited into the Acquisition Fund, were or will be originated after ___ and prior to ___. These student loans are at least __% guaranteed by the applicable guarantee agency and are reinsured by the Department of Education up to a maximum of __% of the guaranteed payments. The reimbursement rate for student loans with first disbursements on or after July 1, 2006 was reduced to 97% under the Deficit Reduction Act of 2005.

          The Higher Education Act authorizes the Department of Education to recognize lenders and lender servicers (as agent for the eligible lender) for an exceptional level of performance in servicing student loans originated under the Federal Family Education Loan Program ("FFELP"). A lender or lender servicer designated as an Exceptional Performer currently can receive 99%, rather than the statutorily prescribed 98% or 97% reimbursement, as applicable, submitted for insurance provided that the lender or lender servicer meets and maintains all requirements for achieving its designation.

          [___ and ___, which were granted "Exceptional Performer" status, service 100% of the outstanding principal balance of the trust's student loans as of the statistical calculation date. So long as a servicer's exceptional performance status remains in effect, all loans serviced by that servicer, including the student loans to be acquired with the proceeds of the notes, will be eligible to receive 99% reimbursement, on any claim submitted for payment.] The Secretary of Education may revoke a servicer's exceptional performance status if, among other things, subsequent audits of its servicing operations fail to meet certain due diligence standards, the required audits are not provided to the Secretary or the Secretary determines that an overall level of regulatory compliance has not been maintained. There can be no assurance that a servicer will maintain its "Exceptional Performer" status in the future. Failure by a servicer to maintain its "Exceptional Performer" status in the future is not a default under the servicing agreements.

Composition of our Student Loan Portfolio
as of the Statistical Calculation Date

Aggregate outstanding principal balance	$_____
Number of borrowers	_____
Average outstanding principal balance per borrower	$_____
Number of loans	_____
Average outstanding principal balance per loan	$_____
Weighted average remaining term to maturity (1)	_____ months
Weighted average annual borrower interest rate	___%

(1) Determined from the statistical calculation date to the stated maturity date of the applicable student loans, assuming repayment commences promptly upon expiration of the typical grace period following the expected graduation date and without giving effect to any deferral or forbearance periods that may be granted in the future. See "Description of the Federal Family Education Loan Program" in the accompanying prospectus.

Distribution of our Student Loans by Loan Type
as of the Statistical Calculation Date

Loan Type	Number of Loans*	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
PLUS	______	$______	____%
Subsidized Consolidation	______	______	____%
Unsubsidized Consolidation	______	______	____%
Subsidized Stafford	______	______	____%
Unsubsidized Stafford	______	______	____%
Total		$	100.00%

Scheduled Weighted Average Remaining Months in Status
as of the Statistical Calculation Date

	Scheduled Remaining Months in Status
Current Status	In School	In Grace	Deferment	Forbearance	Repayment
In School	-	-	-	-	-
Deferment	-	-	-	-	-
Forbearance	-	-	-	-	-
Repayment	-	-	-	-	-

Distribution of our Student Loans by Borrower Interest Rate
as of the Statistical Calculation Date

Borrower Interest Rate	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
2.500% to 2.999%	______	$______	____%
3.000% to 3.499%	______	______	____%
3.500% to 3.999%	______	______	____%
4.000% to 4.499%	______	______	____%
4.500% to 4.999%	______	______	____%
5.000% to 5.499%	______	______	____%
5.500% to 5.999%	______	______	____%
6.000% to 6.499%	______	______	____%
6.500% to 6.999%	______	______	____%
7.000% to 7.499%	______	______	____%
7.500% to 7.999%	______	______	____%
8.000% to 8.999%	______	______	____%
Total	______	$______	100.00%

Distribution of our Student Loans by Borrower Payment Status
as of the Statistical Calculation Date

Borrower Payment Status	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
Repayment	______	$______	____%
Claim	______	______	____%
Forbearance	______	______	____%
Deferment	______	______	____%
In Grace	______	______	____%
In School	______	______	____%
Total	______	$______	100.00%

Distribution of our Student Loans by Date of Disbursement
as of the Statistical Calculation Date

Disbursement Date	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
			100.00%
January 1, 2000 and thereafter	_________________	__________________	__________________
Total	______	$______	100.00%

           Student loans disbursed after October 1, 1993 and before July 1, 2006 are 98% guaranteed by the guarantee agency and are reinsured by the Department of Education up to a maximum of 98% of the guarantee payments, and loans that are disbursed on or after July 1, 2006 will be 97% guaranteed by the guarantee agency and reinsured by the Department of Education up to a maximum of 97% of the guarantee payments, and loans serviced by a servicer designated as an "Exceptional Performer" by the Department of Education will be entitled to 99% reimbursement.

Distribution of our Student Loans by Remaining Term to Scheduled Maturity
as of the Statistical Calculation Date

Number of Months Remaining to Scheduled Maturity	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
Less than 73	______	$______	____%
73 to 84	______	______	____%
85 to 96	______	______	____%
97 to 108	______	______	____%
109 to 120	______	______	____%
121 to 132	______	______	____%
133 to 144	______	______	____%
145 to 156	______	______	____%
157 to 168	______	______	____%
169 to 180	______	______	____%
181 to 192	______	______	____%
193 to 204	______	______	____%
205 to 216	______	______	____%
217 to 228	______	______	____%
229 to 240	______	______	____%
241 to 252	______	______	____%
253 to 264	______	______	____%
265 to 276	______	______	____%
277 to 288	______	______	____%
289 to 300	______	______	____%
301 to 312	______	______	____%
313 to 324	______	______	____%
325 to 336	______	______	____%
337 to 348	______	______	____%
349 to 360	______	______	____%
361 and greater	______	______	_____%
Total	______	$______	100.00%

Distribution of our Student Loans by SAP Interest Rate Index
as of the Statistical Calculation Date

SAP Interest Rate Index	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
90 Day CP Index		$	100.00%
Total	______	$______	100.00%

Geographic Distribution of our Student Loans
as of the Statistical Calculation Date

          The following chart shows the geographic distribution of our student loans based on the permanent billing addresses of the borrowers as shown on the servicers' records:

Location	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
Alabama	______	$______	____%
Alaska	______	______	____%
Arizona	______	______	____%
Arkansas	______	______	____%
Armed Forces Europe	______	______	____%
Armed Forces Pacific	______	______	____%
California	______	______	____%
Colorado	______	______	____%
Connecticut	______	______	____%
Delaware	______	______	____%
Florida	______	______	____%
Foreign	______	______	____%
Georgia	______	______	____%
Hawaii	______	______	____%
Idaho	______	______	____%
Illinois	______	______	____%
Indiana	______	______	____%
Iowa	______	______	____%
Kansas	______	______	____%
Kentucky	______	______	____%
Louisiana	______	______	____%
Maine	______	______	____%
Maryland	______	______	____%
Massachusetts	______	______	____%
Michigan	______	______	____%
Minnesota	______	______	____%
Mississippi	______	______	____%
Missouri	______	______	____%
Montana	______	______	____%
Nebraska	______	______	____%
Nevada	______	______	____%
New Hampshire	______	______	____%
New Jersey	______	______	____%
New Mexico	______	______	____%
New York	______	______	____%
North Carolina	______	______	____%
North Dakota	______	______	____%
Northern Mariana Islands	______	______	____%
Ohio	______	______	____%
Oklahoma	______	______	____%
Oregon	______	______	____%
Pennsylvania	______	______	____%
Puerto Rico	______	______	____%
Rhode Island	______	______	____%
South Carolina	______	______	____%
South Dakota	______	______	____%
Tennessee	______	______	____%
Texas	______	______	____%
Utah	______	______	____%
Vermont	______	______	____%
Virgin Islands	______	______	____%
Virginia	______	______	____%
Washington	______	______	____%
Washington D.C	______	______	____%
West Virginia	______	______	____%
Wisconsin	______	______	____%
Wyoming	______	______	____%
Other			%
Total	______	$______	100.00%

Distribution of our Student Loans in Repayment by the Number of Days of Delinquency*
as of the Statistical Calculation Date

Days Delinquent	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
0-30	______	$______	____%
31-60	______	______	____%
61-90	______	______	____%
91-120	______	______	____%
121-150	______	______	____%
151-180	______	______	____%
181-210	______	______	____%
211-240	______	______	____%
241-270	______	______	____%
More than 270			%
Total	______	$______	100.00%

*For loans in repayment status only.

Distribution of our Student Loans by Range of Principal Balance
as of the Statistical Calculation Date

Principal Balance Range	Number of Borrowers	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
Less than $10,000.00	______	$______	____%
10,000.00-19,999.99	______	______	____%
20,000.00-29,999.99	______	______	____%
30,000.00-39,999.99	______	______	____%
40,000.00-49,999.99	______	______	____%
50,000.00-59,999.99	______	______	____%
60,000.00-69,999.99	______	______	____%
70,000.00-79,999.99	______	______	____%
80,000.00-89,999.99	______	______	____%
90,000.00-99,999.99	______	______	____%
100,000.00-119,999.99	______	______	____%
120,000.00-139,999.99	______	______	____%
More than $139,999.99			%
Total	______	$______	100.00%

Distribution of our Student Loans by Servicer
as of the Statistical Calculation Date

Servicer	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
[Insert Servicers]	______	$_____	____%
	______	______	____%
	______	______	____%
Total	______	$_____	100.00%

Distribution of our Student Loans by Guarantee Agency
as of the Statistical Calculation Date

Guarantee Agency	Number of Loans	Outstanding Principal Balance	Percent of Loans by Outstanding Balance
[Insert Guarantors]	______	$_____	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
	______	______	____%
Total	______	$_____	100.00%

Information Relating to the Guarantee Agencies

           The payment of principal and interest on all of the student loans held in the trust estate created under the indenture will be guaranteed by designated guarantee agencies and will be reinsured by the United States Department of Education. The guarantee provided by each guarantee agency is an obligation solely of that guarantee agency and is not supported by the full faith and credit of the federal or any state government. However, the Higher Education Act provides that if the Secretary of Education determines that a guarantee agency is unable to meet its insurance obligations, the Secretary shall assume responsibility for all functions of the guarantee agency under its loan insurance program. For further information on the Secretary of Education's authority in the event a guarantee agency is unable to meet its insurance obligations see "Description of the Guarantee Agencies" in the prospectus.

           As of the statistical calculation date, of the student loans held in the trust estate approximately

• _________% are guaranteed by _________________, a non-profit corporation organized in ____________ and guaranteeing student loans since _____,

• [describe additional significant guarantors]

• and the remaining _____% are guaranteed by one of the following guarantee agencies:

           [insert names of other guarantors]

           See "Description of the Guarantee Agencies" in the prospectus for more detailed information concerning the characteristics of the guarantee agencies.

           Presented below is information with respect to each guarantee agency expected to guaranty 10% or more of the student loans as of __________, 20__. Except as otherwise indicated, the information regarding each guarantee agency has been obtained from the guarantee agency and has not been independently verified.

           Guaranty Volume. The following table sets forth the approximate aggregate principal amount of federally reinsured education loans (including PLUS Loans but excluding Federal Consolidation Loans) that have first become guaranteed by _____________ in the federal fiscal years indicated:

Guaranty Volume
(In Millions)

FEDERAL FISCAL YEAR	[NAME OF EACH SIGNIFICANT GUARANTOR]
_____	$________________
_____	________________
_____	________________
_____	________________

           Reserve Ratio. Each guarantee agency's reserve ratio is determined by dividing its cumulative cash reserves by the original principal amount of the outstanding loans it has agreed to guarantee.

           The following table sets forth the respective reserve ratios for ______________________ for the federal fiscal years indicated:

Reserve Ratio

FEDERAL FISCAL YEAR	[NAME OF EACH SIGNIFICANT GUARANTOR]
_____	________%
_____	________
_____	________
_____	________

           Recovery Rates. A guarantee agency's recovery rate, which provides a measure of the effectiveness of the collection efforts against defaulting borrowers after the guarantee claim has been satisfied, is determined by dividing the aggregate amount recovered from borrowers by the aggregate amount of default claims paid by the guarantee agency. The table below sets forth the recovery rates for ___________________:

Recovery Rates

FEDERAL FISCAL YEAR	[NAME OF EACH SIGNIFICANT GUARANTOR]
_____	________%
_____	________
_____	________
_____	________

           Claims Rates. [For the federal fiscal years [20__]-20__, _____________‘s respective claims rates listed below have [not exceeded 5%, and as a result, all claims of ___________________ have been fully reimbursed at the maximum allowable level by the Department.] See "Description of the Federal Family Education Loan Program" in the prospectus for more detailed information concerning the federal program. Nevertheless, there can be no assurance the guarantee agencies will continue to receive [full] [that] reimbursement for such claims. The following table sets forth the claims rates of _________________ for the federal fiscal years indicated:

Claims Rates

FEDERAL FISCAL YEAR	[NAME OF EACH SIGNIFICANT GUARANTOR]
_____	________%
_____	________
_____	________
_____	________

Default Recoveries

FEDERAL FISCAL YEAR	[NAME OF EACH SIGNIFICANT GUARANTOR]
_____	________%
_____	________
_____	________
_____	________

           Uninsured Loan Loss Rate. ________ uninsured loan loss rate (determined by dividing annual uninsured loans by annual net guarantees) for each of the past five (5) fiscal years ending _________ __, is as follows:

Fiscal Year	Loss Rate
________	________%
________	________
________	________
________	________
________	________

Description of the Notes

General

           The notes will be issued pursuant to the terms of an Indenture of Trust dated as of ________ __, 20__, between the trust and trustee. The following summary describes some of the terms of the indenture and the notes. However, it is not complete and is qualified in its entirety by the actual provisions of the indenture and the notes.

Interest Payments

           Interest will accrue on the notes at their respective interest rates during each interest accrual period and, in the case of the LIBOR rate notes, will be payable to the noteholders on each quarterly distribution date, commencing ________, 20__. Subsequent distribution dates for the LIBOR rate notes will be on the __^th of each ______, ______, ______ and ______, or if any such day is not a business day, the next business day. Interest on the auction rate notes will be payable to the noteholders on the business day following the end of each auction period. Interest accrued but not paid on any distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum described below. Any such shortfall will be allocated pro rata to the noteholders, based on the total amount of interest due on each class of notes.

           The interest rate on the class A-1 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%. The interest rate on the class A- 2 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%. The interest rate on the class A-3 notes for each interest accrual period will be equal to three-month LIBOR, except for the initial interest accrual period, as determined on the second business day prior to such interest accrual period, plus ____%.

           LIBOR for the initial interest accrual period will be determined by the indenture trustee by reference to straight line interpolation between three-month and four-month LIBOR based on the actual number of days in the interest accrual period.

           LIBOR for the initial interest accrual period will be determined by the indenture trustee, as determined on the second business day prior to such interest accrual period, plus ___% LIBOR for the initial interest accrual period will be determined by the following formula:

               x + [__/__* (y-x)]

           where: x = ____-month LIBOR, and

                y =  ____-month LIBOR, in each case, as of the second business day before the start of the initial interest accrual period.

           The indenture trustee will determine the rate of interest on the notes on the second business day prior to the start of the applicable interest accrual period. The amount of interest distributable to holders of the notes for each $1,000 in principal amount will be calculated by applying the applicable interest rate for the interest accrual period to the principal amount of $1,000, multiplying that product by the actual number of days in the interest accrual period divided by 360, and rounding the resulting percentage figure to the fifth decimal point.

Calculation of LIBOR

           For each interest accrual period, LIBOR will be determined by the indenture trustee by reference to the London interbank offered rate for deposits in U.S. dollars having a maturity of three months which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the related LIBOR determination date. The LIBOR determination date will be the second business day before the beginning of each interest accrual period. If this rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the relevant maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR determination date, to prime banks in the London interbank market by four major banks selected by the indenture trustee. The indenture trustee will request the principal London office of each bank to provide a quotation of its rate. If the banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the issuer administrator, at approximately 11:00 a.m., New York time, on that LIBOR determination date, for loans in U.S. Dollars to leading European banks having the relevant maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable interest accrual period will be LIBOR in effect for the previous accrual period.

Calculation of the Auction Rate

           For each auction period, the auction rate for the auction rate notes will be the lower of the maximum rate, which is the least of the maximum auction rate, the maximum interest rate (17% per annum or the maximum interest rate permitted by law) and the net loan rate during the net loan rate restriction period, and the rate determined on the related auction date pursuant to the auction procedures described under "Description of the Notes—Auction rate notes" in the accompanying prospectus. The interest rate on the auction rate notes for the initial interest accrual period will be determined prior to the closing date.

           For an auction rate distribution date on which the maximum auction rate, the maximum interest rate or the net loan rate applies, the difference between the amount of interest at the auction rate determined pursuant to the auction procedures for the auction rate notes and the amount of interest at the maximum auction rate, the maximum interest rate or the net loan rate will become a carry-over amount, and will be paid on succeeding auction rate distribution dates only to the extent that there are funds available for that purpose and other conditions are met. See "Description of the Notes – Auction rate notes – Maximum rate and interest carryovers" in the accompanying prospectus.

           "Net loan rate" means, for any auction period, the per annum rate equal to the adjusted student loan portfolio rate of return for the immediately preceding calendar month, less the annual fees and expenses paid by the trust to the servicers, administrators, trustees, auction agents, broker-dealers, and other third party service providers, expressed as a percentage of the outstanding principal balance of the financed student loans.

           "Adjusted student loan portfolio rate of return" means, for any calendar month, the amount determined by dividing:

• the product of 12 times the sum of the following amounts accrued during that calendar month (whether or not actually received or paid):

• interest, including interest subsidy payments and special allowance payments, with respect to the financed student loans, plus

• any payments received by the trust under any interest rate swap agreements, minus

• any amount required to be paid to the U. S. Department of Education or to be repaid to the guarantee agencies with respect to the financed student loans that do not qualify for a guarantee, minus

• the aggregate amount of default claims filed during the month with respect to financed student loans that exceed the amount the guarantee agencies are required to pay under the guarantee agreements, minus

• any reduction in the interest as a result of borrower incentive programs, minus

• any payments made by the trust under any interest rate swap agreements; by

• the average daily outstanding principal balance of the financed student loans during the calendar month.

           "Net loan rate restriction period" means the period from and including a net loan rate trigger date, to but excluding, a net loan rate termination date.

           "Net loan rate trigger date" means the first day of an auction period which immediately follows six consecutive auction dates, for which the auction rate established on each such auction date, exceeded a per annum rate equal to the sum of the ninety-day United States treasury bill rate in effect as of each auction date, plus 1%.

           "Net loan rate termination date" means, if a net loan trigger date has occurred, the first day of an auction period which immediately follows three consecutive auction dates, for which the auction rate established on the auction dates was equal to, or less than, a per annum rate equal to the sum of the ninety-day United States treasury bill rate as of each such auction date, plus 1%.

Reset Rate Notes

          Interest Payments

           The applicable currency and interest rate for each class of reset rate notes will be reset from time to time in a currency and at an interest rate determined using the procedures described below and in the prospectus under "Description of the Notes – The Reset Rate Notes." Interest on each class of reset rate notes during their initial reset periods will accrue daily and will be based upon the actual number of days elapsed during the interest period divided by 360. For the initial interest accrual period, the administrator will determine the LIBOR rate for the class A-4 notes according to the formula described above in "LIBOR Rate Notes – Interest Payments."

           The initial interest accrual period for the reset rate notes will begin on the closing date and end on ___, 20__.

           Interest on a class of reset rate notes, during any related reset period when such class of reset rate notes bears interest at a fixed rate, will accrue daily and will be computed based on:

• if the class of reset rate notes is denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

• if the class of reset rate notes is denominated in a currency other than U.S. Dollars, generally, the Actual/Actual (ISMA) accrual method as described in "Description of the Notes — Index rate notes" in the prospectus, or another day-count convention as set forth on the related remarketing terms determination date.

           Interest on a class of reset rate notes, during any related reset period when such class of reset rate notes is denominated in U.S. Dollars and bears interest at an index rate based on LIBOR (as is the case for the class A-4 notes in their initial reset period), will be calculated using a rate of LIBOR that is determined for all interest accrual periods in the same manner as for the LIBOR rate notes. Interest will accrue daily and will be computed based on the actual number of days elapsed and a 360-day year. Interest on a class of reset rate notes, during any related reset period when such class of reset rate notes bears interest at an index rate based on or another index, will be computed based upon the actual number of days elapsed and a 360-day year, or based upon another day-count convention described under "Description of the Notes — Index rate notes" in the prospectus and set forth on the related remarketing terms determination date.

           An interest accrual period during any reset period when a class of reset rate notes bears a fixed rate of interest will begin on the __day of the month of the last applicable quarterly distribution date and will end on the __day of the month of the applicable quarterly distribution date. Except for the initial accrual period, an interest accrual period during any reset period when a class of reset rate notes bears interest based on an index rate (including both U.S. Dollar and non-U.S. Dollar denominated notes) will begin on a quarterly distribution date and end on the day before the next quarterly distribution date.

           Interest accrual periods and the applicable distribution dates for payments of interest for subsequent reset periods for a class of reset rate notes may be quarterly, semi-annual or annual, as specified on the related remarketing terms determination date for such class as described under "Description of the Notes – The Reset Rate Notes – Remarketing Terms Determination Date" in the prospectus.

           However, during any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars if a quarterly distribution date coincides with a reset date for such class, payments will be made to the noteholders no later than the second business day following that quarterly distribution date, which we sometimes refer to in this prospectus supplement as the special reset payment date, together with additional interest on the applicable principal balance at the related interest rate. For any reset period following a reset date for which a failed remarketing has occurred for a class of reset rate notes, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, payments of interest and principal to the noteholders of that class of reset rate notes will be made on the special reset payment date without the payment of any additional interest.

Calculation of EURIBOR

           For each interest accrual period, EURIBOR will be determined by the administrator by reference to the Euro interbank offered rate for deposits in Euros having a maturity of three months, commencing on the first day of the interest accrual period which appears on Telerate Page 248 as of 11:00 a.m. Brussels time, on the related EURIBOR determination date. If an applicable rate does not appear on Telerate Page 248, the rate for that day will be determined on the basis of the rates at which deposits in Euros, having the applicable maturity and a principal amount of not less than €1,000,000, are offered at approximately 11:00 a.m., Brussels time on that EURIBOR determination date, to prime banks in the Euro-zone interbank market by the reference banks. The administrator will request the principal Euro-zone office of each reference bank to provide a quotation of its rate. If the reference banks provide at least two quotations, the rate for the day will be the arithmetic mean of the quotations. If the reference banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the administrator, at approximately 11:00 a.m. Brussels time, on that EURIBOR determination date, for loans in Euros to leading European banks having the applicable maturity and in a principal amount of not less than €1,000,000. If the banks selected as described above are not providing quotations, three-month EURIBOR in effect for the applicable interest accrual period will be three-month EURIBOR in effect for the previous interest accrual period.

For this purpose:

• "EURIBOR determination date" means, for each interest accrual period, the day that is two Settlement Days before the beginning of that interest accrual period.

• "Settlement Date" means any day on which TARGET (the Trans-European Automated Real-time Gross Settlement Express Transfer System) is open which is also a day on which banks in New York City are open for business.

• "Telerate Page 248" means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

• "Reference Banks" means four major banks in the Euro-zone interbank market selected by the administrator.

          Reset Periods

           The initial reset date for the class A-4 notes will be ___, 20__. Each related reset period will be no less than three months and will always end on the day before a quarterly distribution date. No reset period for a class of reset rate notes may end after the day before the final maturity date for such class of reset rate notes.

           The applicable currency, interest rate and frequency of principal payments for a class of reset rate notes will be reset as of each related reset date for that class as determined by:

• the remarketing agents, in consultation with the issuer administrator, with respect to the reset period, the applicable currency (U.S. Dollars, Euros, pounds sterling or another currency), whether the interest rate is fixed, auction rate or based on an index and, if based on an index, the applicable interest rate index, the day count convention, the applicable interest rate determination dates, the interval between interest rate change dates during each interest accrual period, whether the class of reset rate notes will be structured to amortize periodically or to receive a payment of principal only at the end of its reset period, any change in relative priorities with respect to the right to receive payments of principal and the all-hold rate (if applicable); and

• the remarketing agents with respect to the determination of the applicable fixed rate of interest or spread to the chosen interest rate index, as applicable.

           If a class of reset rate notes is reset to pay (or continues to pay) in a currency other than U.S. Dollars, that class will be in foreign exchange mode. In that case, the issuer administrator, on behalf of the trust, will enter into one or more currency swap agreements:

• to facilitate the trust's ability to pay principal and interest on such class of reset rate notes in the applicable currency;

• to pay additional interest at the applicable interest rate and in the applicable currency on such class of reset rate notes from and including the related reset date to, but excluding, the special reset payment date; and

• to facilitate the exchange of all secondary market trade proceeds from a successful remarketing (or proceeds from the exercise of the call option) of such class of reset rate notes on the applicable reset date to the applicable currency.

           See "Description of the Notes – The Reset Rate Notes – Foreign Exchange Mode" in the prospectus.

           Any applicable currency swap agreement may terminate as a result of the optional purchase of the trust's student loans by College Loan Corporation, or its designated affiliates, or the mandatory auction of the trust's student loans by the indenture trustee. No currency swap agreement will terminate solely as a result of a failed remarketing of a class of reset rate notes.

           Interest on a class of reset rate notes during each applicable reset period after the initial reset period for such class will accrue and be payable either:

• based on an index, in which case the class of reset rate notes is said to be in index rate mode;

• at an auction rate, in which case such reset rate notes are said to be in auction rate mode; or

• at a fixed rate, in which case the class of reset rate notes is said to be in fixed rate mode,

in each case as determined by the remarketing agents, in consultation with the issuer administrator and in accordance with the remarketing agreement and the applicable remarketing agency agreement.

           If a class of reset rate notes is reset to bear (or continues to bear) a fixed rate of interest, an interest rate based on the auction procedures described herein or an index rate based on an index other than LIBOR or the commercial paper rate and the remarketing agents, in consultation with the issuer administrator, determine that entering into a swap agreement with respect to that class of reset rate notes would be in the best interests of the trust estate based on current market conditions, the issuer administrator will be responsible for arranging, on behalf of the trust, the required interest rate swaps to hedge the basis risk that results from the payment of a fixed rate of interest, an auction rate of interest or interest based on an index other than LIBOR or a commercial paper rate on that class of reset rate notes and, together with the remarketing agents, for selecting one or more eligible swap counterparties. See "Description of the Notes — The Reset Rate Notes — Index Rate Mode", "- Auction Rate Mode" and "- Fixed Rate Mode" in the prospectus.

           Absent a failed remarketing with respect to a class of reset rate notes, reset rate noteholders that wish to be repaid some or all of their reset rate notes on a related reset date will be able to obtain a 100% repayment of principal by tendering the applicable amount of their class of reset rate notes pursuant to the remarketing process. Tender is not mandatory if such class of reset rate notes is denominated in U.S. Dollars in both the current reset period and in the upcoming reset period. In all other situations, as is the case for the class A-4 notes during their initial reset period, tender is mandatory and the holders of the applicable class of reset rate notes will be deemed to have tendered all of their reset rate notes. If there is a failed remarketing with respect to a class of reset rate notes, however, holders of that class will not be permitted to exercise any remedies as a result of the failure of such class of reset rate notes to be remarketed on the related reset date. See "Description of the Notes — The Reset Rate Notes- Failed Remarketing" in the prospectus.

Tender of Reset Rate Notes; Remarketing Procedures

           For each reset date for each class of reset rate notes, unless notice of exercise of the call option, any purchase option or redemption as described below, has already been given, the remarketing agents will notify the respective noteholders of such class whether tender is deemed mandatory or optional, depending on whether such class of reset rate notes is denominated in U.S. Dollars, and, in consultation with the issuer administrator, will establish by the remarketing terms determination date the following terms for that class of reset rate notes:

• the expected weighted average life of such class of reset rate notes;

• the name and contact information of the remarketing agents;

• the next reset date and reset period;

• the applicable minimum denominations and additional increments;

• the interest rate mode (i.e., index rate or fixed rate);

• the currency denomination;

• if in foreign exchange mode, the identities of the eligible swap counterparties from which bids will be solicited;

• if in foreign exchange mode, the applicable distribution dates on which interest and principal will be paid to the applicable reset rate noteholders, if other than quarterly;

• whether such class of reset rate notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related reset period;

• if in index rate mode, the applicable interest rate index;

• if in index rate mode, the interval between interest rate change dates;

• if in index rate mode, the applicable interest rate determination date;

• if in index rate mode, whether there will be any derivative product agreement and if so, the identities of the eligible derivative product counterparties from which bids will be solicited;

• if in fixed rate mode, the applicable fixed rate pricing benchmark;

• if in fixed rate mode, the identities of any eligible swap counterparties from which bids will be solicited;

• if in an auction mode, the interest rate during the initial interest accrual period;

• if in an auction mode, the date of the initial auction following the most recent reset date;

• if in an auction mode, the length of the auction period;

• the applicable interest rate day count basis;

• the related all-hold rate, if applicable; and

• any other relevant terms incidental to the foregoing (other than the related spread or fixed rate of interest, as applicable) for the reset period.

           Any index rate mode other than an index rate based on LIBOR or a commercial paper rate, will require confirmation or reaffirmation of the then-current ratings on the notes.

           The remarketing agents will communicate this information by written notice, through DTC, Euroclear and Clearstream, as applicable, to the applicable reset rate noteholders, the indenture trustee and the rating agencies on the related remarketing terms determination date.

           If a class of reset rate notes is denominated in U.S. Dollars during a reset period and will continue to be denominated in U.S. Dollars during the following reset period, on the remarketing terms determination date, the remarketing agents, in consultation with the issuer administrator, will establish the all-hold rate for such class of reset rate notes. In such case, on or before the notice date, the related reset rate noteholders will have the option to deliver a hold notice, in the absence of which their reset rate notes will be deemed to have been tendered. If a class of reset rate notes either are in foreign exchange mode during the reset period or will be reset into foreign exchange mode on the immediately following reset date, the related reset rate noteholders will be deemed to have tendered their class of reset rate notes on the related reset date, regardless of any desire by those noteholders to retain their ownership of such class of reset rate notes, and no all-hold rate will be applicable.

           If applicable, the all-hold rate will be the minimum rate of interest that will be effective for the upcoming reset period. If 100% of the holders of a class of reset rate notes elect to hold their notes for the next reset period, the related reset rate will be the all-hold rate. In the event some but not all of a class of reset rate noteholders elect to hold their reset rate notes for the next reset period and the rate of interest using the spread, auction rate or fixed rate of interest established on the spread determination date for such class is higher than the all-hold rate, all noteholders of such class of reset rate notes who deliver a hold notice agreeing to be subject to the all-hold rate will be entitled to the higher rate of interest for the upcoming reset period.

           If the remarketing agents, in consultation with the issuer administrator, are unable to determine the terms set forth above that are required to be established on the applicable remarketing terms determination date, then, unless the holder of the call option chooses to exercise its call option, a failed remarketing will be declared. See "Description of the Notes — The Reset Rate Notes — Failed Remarketing" in the prospectus.

          Spread Determination Date

           On each spread determination date, the remarketing agents will set the applicable spread above or below the applicable index (if the class of reset rate notes being remarketed is in index rate mode during the next reset period) or applicable fixed rate of interest (if the class of reset rate notes being remarketed will be in fixed rate mode during the next reset period), in either case, at a rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered class of reset rate notes to be remarketed at 100% of the principal balance of the class of reset rate notes. In addition, if applicable, the issuer administrator and remarketing agents will select from the bids received from the eligible swap counterparties, with which the trust will enter into one or more swap agreements to hedge basis or currency risks for the next related reset period for such class of reset rate notes. Furthermore, if the class of reset rate notes being remarketed is to be reset to foreign exchange mode, the currency exchange rate, the extension rate due to the related currency swap counterparty and the failed remarketing rate for the applicable reset period will be determined pursuant to the terms of the currency swap agreement. If required for the immediately following reset period, on or before the related spread determination date, the issuer administrator will arrange for new or additional securities identification codes to be obtained.

          Timeline

          The following chart shows a timeline of the remarketing process:

Timing Event

Thirty to Fifteen Calendar Days
Prior to Remarketing Terms
Determination Date - ----------------------------------------------------------------------------------------------------------------
(Issuer Administrator to provide notice to clearing agencies specifying the identity
of the remarketing agents and whether tender of the reset rate notes is voluntary or
mandatory)
- ---------------------------------------------------------------------------------------------------------------

At Least Twelve Business Days
Prior to Reset Date - ----------------------------------------------------------------------------------------------------------------
REMARKETING TERMS DETERMINATION DATE
(Notices sent to reset rate noteholders stating the new terms of the reset rate notes,
including the related all-hold rate, if applicable)
- ----------------------------------------------------------------------------------------------------------------

Ten Business Days Prior to
Reset Date NOTICE DATE
(Hold notices due from reset rate noteholders, if applicable, or they are deemed to
have tendered their reset rate notes; remarketing agents determine the amount of
remarketed reset rate notes available for sale)

Three Business Days Prior to
Reset Date - ----------------------------------------------------------------------------------------------------------------
SPREAD DETERMINATION DATE
(Based on market conditions, the spread or fixed rate is determined by the
remarketing agents for the next reset period or a failed remarketing is declared;
identity of any swap counterparty (or counterparties) is determined; last date that
the call option may be exercised; and if in foreign exchange mode, the outstanding
principal balance of the reset rate notes in the related non-U.S. Dollar currency, the
applicable currency exchange rate, the related extension rate and the related failed
remarketing rate for the next reset period will be determined)
- ----------------------------------------------------------------------------------------------------------------

Reset Date - ----------------------------------------------------------------------------------------------------------------
RESET DATE
(New terms of the remarketed reset rate notes become effective; new swap
agreement for next reset period becomes effective; payments to tendering
noteholders of U.S. Dollar denominated notes; any interest rate swap agreement
for the previous reset period terminates)
- ----------------------------------------------------------------------------------------------------------------

Not More Than Two Business Days
After Reset Date - ----------------------------------------------------------------------------------------------------------------
SPECIAL RESET PAYMENT DATE
(Payments to noteholders of non-U.S. Dollar denominated reset rate notes;
any currency swap agreement for previous reset period terminates)
- ----------------------------------------------------------------------------------------------------------------

           Call Option for Reset Rate Notes

           College Loan Corporation or its designated affiliates, will have the option to purchase a class of reset rate notes in its entirety on any related reset date for such class. This call option may be exercised by College Loan Corporation or its designated affiliates, at any time prior to the determination of the interest rate mode or the declaration of a failed remarketing on the related spread determination date. The purchase price paid for such class of reset rate notes will be equal to its outstanding principal balance, plus accrued and unpaid interest. If the call option is exercised with respect to a class of reset rate notes, the interest rate will be the rate of interest that is either: (i) the rate applicable for such class of reset rate notes for the most recent reset period during which the failed remarketing rate was not in effect, if the related class of reset rate notes did not have at least one related derivative product in effect during the previous reset period, or (ii) if such class of reset rate notes had one or more derivative products in effect during the previous reset period, the weighted average of the floating rates of interest that were due to the related counterparties from the trust estate during the previous reset period for such class of reset rate notes. This rate will remain in effect for each successive three-month reset period while the option holder retains the related class of reset rate notes.

           The Remarketing Fee Fund

           On the closing date, the trust, the issuer administrator and the remarketing agents will enter into a remarketing agreement for the remarketing of the reset rate notes. Pursuant to the remarketing agreement, ___ and ___ have each agreed to act as remarketing agents. The issuer administrator, in its sole discretion, may change the remarketing agents or designate a lead remarketing agent for a class of reset rate notes for any reset period at any time on or before the related remarketing terms determination date. In addition, the issuer administrator will appoint one or more additional remarketing agents, if necessary, for a reset date when a class of reset rate notes will be remarketed in a currency other than U.S. Dollars. A remarketing agent may resign at any time provided that no resignation may become effective on a date that is later than 15 business days prior to a remarketing terms determination date. On each remarketing terms determination date, the trust, the issuer administrator and the remarketing agents will enter into a remarketing agreement that will set forth certain terms of the remarketing, and on the spread determination date (unless a failed remarketing is declared, 100% of the related class of reset rate noteholders have delivered a hold notice or the call option or a purchase option has been exercised, or a redemption has occurred), that remarketing agreement will be supplemented to include all other required terms of the remarketing.

           Each of the remarketing agents will be entitled to receive a fee from amounts on deposit in the Remarketing Fee Fund in connection with their services for each reset date. The remarketing agents will also be entitled to reimbursement from the trust, on a subordinated basis, or from the issuer administrator, if there are insufficient funds on a quarterly distribution date, for certain expenses associated with each remarketing. The fees associated with each successful remarketing and certain out-of-pocket expenses with respect to each reset date will be payable generally from amounts on deposit from time to time in the Remarketing Fee Fund. In addition, to the extent that the trust does not have sufficient available funds therefor on a reset date, the issuer administrator will advance the amount of certain unpaid expenses (other than remarketing fees) associated with a remarketing, including, without limitation, the fees of the rating agencies in connection with any required satisfaction of the rating agency condition. On subsequent quarterly distribution dates, the issuer administrator will be entitled to reimbursement from the trust for those remarketing related expenses, from available funds on a subordinated basis, as set forth under "Description of the Notes–Flow of Funds" herein.

           On each quarterly distribution date that is one year or less prior to a reset date, funds will be deposited into the Remarketing Fee Fund, prior to the payment of interest on the notes, in an amount up to the quarterly funding amount. If the amount on deposit in the Remarketing Fee Fund, after payment of any remarketing fees therefrom, exceeds the reset period target amount, the excess will be withdrawn on the quarterly distribution date immediately following the related reset date, deposited into the Collection Fund and included in available funds for that quarterly distribution date. In addition, all investment earnings on deposit in the Remarketing Fee Fund will be withdrawn on each quarterly distribution date, deposited into the Collection Fund and included in available funds for that quarterly distribution date. If on any quarterly distribution date money in the Collection Fund is insufficient to pay interest on the class A notes, or if on the maturity date for any class of class A notes, money in the Collection Fund is insufficient to reduce the principal balance of that class to zero, money in the Remarketing Fee Fund may be transferred to the Collection Fund and used for payment of interest or principal on the class A notes.

           "Quarterly funding amount" means with respect to any class of reset rate notes and for any quarterly distribution date that is:

• more than one year before the next related reset date, zero; and

• one year or less before the next related reset date, an amount to be deposited to the Remarketing Fee Fund so that the amount therein in respect of that class of reset rate notes equals the reset period target amount for such class, provided that on any quarterly distribution date that is not a reset date if amounts in the Remarketing Fee Fund in respect of such class are greater than the quarterly required amount for that class, such excess will be transferred to the Collection Fund and included in available funds on such distribution date.

           "Quarterly required amount" means, for any class of reset rate notes:

• on any related reset date, the reset period target amount for that class; or

• on a quarterly distribution date that is one year or less before the next related reset date, the reset period target amount for such class multiplied by 5 minus the number of quarterly distribution dates remaining until the next related reset date for that class, and divided by 5.

           "Reset period target amount" means for any class of reset rate notes, any quarterly distribution date that is:

• more than one year before the next related reset date, zero; and

• one year or less before the next related reset date, the highest remarketing fee payable to the remarketing agents for the applicable class of reset rate notes on the next reset date as determined by the issuer administrator based on the assumed weighted average life of the applicable class of reset rate notes and the maximum fee set forth on a schedule to the remarketing agreement, as that schedule may be amended from time to time.

Principal Distributions

           Principal payments will be made to the noteholders on each distribution date or auction rate distribution date, as applicable, in an amount generally equal to the lesser of:

• the principal distribution amount for that distribution date, which includes any shortfall in the payment of the principal distribution amount on the preceding distribution date; and

• funds available for the payment of principal as described below under "Flow of Funds."

           There may not be sufficient funds available to pay the full principal distribution amount on each distribution date. Amounts on deposit in the Reserve Fund, other than amounts in excess of the Reserve Fund minimum balance that are transferred to the Collection Fund, will not be available to make principal payments on the notes except upon their final maturity.

           For each quarterly distribution date the class A percentage will equal 100% minus the class B percentage. The class B percentage will equal:

• 0% prior to the stepdown date or on any other quarterly distribution date if a trigger event is in effect; or

• on all other quarterly distribution dates, the percentage equivalent of a fraction, the numerator of which is the aggregate principal balance of the class B notes and the denominator of which is the aggregate principal balance, or U.S. Dollar equivalent based on the currency exchange rate in any applicable currency swap agreement, of all outstanding notes, less any amounts on deposit in the Accumulation Fund, exclusive of investment earnings, and in each case determined on the calculation date for that quarterly distribution date.

           Principal will be paid on the notes in the order and priority described below under a "Description of the Notes – Flow of Funds."

           Payments on the class A notes will be applied on each distribution date, [first to the outstanding principal balance on the class A-1 notes until paid in full, second to the outstanding principal balance of the class A-2 notes until paid in full, third to the outstanding balance of the class A-3 notes until paid in full, fourth to the class A-4 notes, until paid in full and fifth to the outstanding principal balance of the class A-5 notes, in lots of $50,000, until paid in full] [first, to each class of class A LIBOR rate notes and reset rate notes up to the amount needed to reduce its outstanding principal balance to its targeted balance listed on Schedule A for that distribution date and second, sequentlly in numerical order, in lots of $50,000, to each class of class A auction rate rates, until paid in full]. Principal payments on the class B notes, in lots of $50,000, will be made to noteholders on each distribution date after the class A notes are paid in full in an amount generally equal to the principal distribution amount for that distribution date.

           The aggregate outstanding principal balance of the class A-1 notes will be due and payable in full by the ______, 20__ quarterly distribution date, the aggregate outstanding principal balance of the class A-2 notes will be due and payable in full by the ______, 20__ quarterly distribution date, the aggregate outstanding principal balance of the class A-3 notes will be due and payable in full by the ______, 20__ quarterly distribution date, the aggregate outstanding principal balance of the class A-4 notes will be due and payable in full by the ______, 20__ quarterly distribution date and the aggregate outstanding principal balance of the class A-5 notes will be due and payable in full by the ______, 20__ quarterly distribution date. The aggregate outstanding principal balance of the class B notes will be due and payable in full by the ______, 20__ quarterly distribution date. The actual date on which the final distribution on a class of notes will be made may be earlier than the maturity dates set forth above as a result of a variety of factors.

           Amounts received by the trust in a non-U.S. Dollar currency from a swap counterparty with respect to principal will be paid or allocated to the applicable noteholders from the Currency Fund on the related quarterly distribution date.

           Allocation of Principal to Accumulation Fund

           If on any quarterly distribution date principal would be payable to a class of reset rate notes during a reset period when such class of reset rate notes is structured not to receive a payment of principal until the end of the related reset period principal generally will be allocated to such class of reset rate notes and deposited into a related account in the Accumulation Fund. Those principal amounts will remain in such account in the Accumulation Fund until the next reset date for the reset rate notes, unless there occurs, prior to that reset date, an optional purchase or mandatory auction of the student loans held in the trust estate. On such reset date, all amounts on deposit in such account in the Accumulation Fund, less any investment earnings, including any allocation of principal made on that quarterly distribution date, will be distributed to the applicable reset rate noteholders, as of the related record date, as a payment of principal (or if in foreign exchange mode, on or about that reset date to the related swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to the applicable class of reset rate noteholders on or about that reset date).

           However, in the event that on any quarterly distribution date the amount on deposit in the related account in the Accumulation Fund, less any investment earnings, would equal the outstanding principal balance (or if in foreign exchange mode, the U.S. Dollar equivalent thereof) of the reset rate notes, then no additional amounts will be deposited into the Accumulation Fund, and all amounts therein, less any investment earnings, will be distributed on the next related reset date to such class of reset rate noteholders (or if in foreign exchange mode, on or about the related reset date to the related currency swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to such class of reset rate noteholders on or about that reset date). On the related reset date the outstanding principal balance of the reset rate notes will be reduced to zero. Amounts on deposit in the related account of the Accumulation Fund, less any investment earnings, may be used only to pay principal on the reset rate notes or to make payments to a currency swap counterparty (but solely in exchange for the equivalent amount of the applicable non-U.S. Dollar currency at the conversion rate set forth in a currency swap agreement) and for no other purpose. All investment earnings on deposit in the Accumulation Fund will be transferred into the Collection Fund on each quarterly distribution date.

           If amounts are deposited into or are on deposit in the related account of the Accumulation Fund with respect to a class of reset rate notes, the indenture trustee, subject to available funds, will deposit into the Supplemental Interest Fund the supplemental interest fund deposit amount as described below in "Flow of Funds." The supplemental interest deposit amount equals with respect to any quarterly distribution date during a reset period when a class of reset rate notes is structured not to receive a payment of principal until the end of the related reset period, the product of:

• the difference between (a) the weighted average of the LIBOR-based rates (as determined on the LIBOR Determination Date immediately preceding that quarterly distribution date) that will be payable by the trust to any related swap counterparties on the next quarterly distribution date, or the LIBOR-based rate (as determined on the LIBOR Determination Date immediately preceding that quarterly distribution date) that will be payable by the trust to the related reset rate noteholders on the next quarterly distribution date, as applicable, and (b) an assumed rate of investment earnings that satisfies the rating agency condition,

• the amount on deposit in the related account of the Accumulation Fund immediately after that quarterly distribution date, and

• the actual number of days from that quarterly distribution date to the next reset date for that class, divided by 360.

Flow of Funds

           Prior to each distribution date or auction rate distribution date, the issuer administrator will provide the indenture trustee with certain information, including the amount of funds received on account of the trust's student loans and available in the Collection Fund. Each month, the issuer administrator will instruct the indenture trustee to withdraw amounts from the Collection Fund to pay:

• amounts owed to the U.S. Department of Education and to guarantee agencies with respect to student loans owned by the trust;

• any servicing fees due to the master servicer for the prior month;

• amounts necessary to finance any add-on consolidation loans to the extent no funds remain in the Acquisition Fund [; and

• amounts due the counterparties under the derivative product agreements (which in the case of termination payments will be limited to priority termination payments).]

           On each quarterly distribution date or auction rate distribution date, as applicable, prior to an event of default under the indenture, the issuer administrator will instruct the indenture trustee to make the following deposits and distributions from amounts in the Collection Fund or the Supplemental Interest Fund and Accumulation Fund for the reset rate notes, if applicable, to the extent such amounts are due and payable on that date and funds are available, in the following order:

• to the U.S. Department of Education and to guarantee agencies, amounts owed with respect to student loans owned by the trust;

• to the master servicer, the indenture trustee, the auction agent, the broker dealers and the Delaware trustee, pro rata, the servicing fees, the trustees' fees and the auction agent fees and broker dealer fees;

• to the Remarketing Fee Fund, any required deposit to the Remarketing Fee Fund;

• to the issuer administrator, any administration fees due on that distribution date and all prior unpaid administration fees;

• to the class A noteholders of each class, pro rata, to pay interest due on such class A notes and to any derivative product agreement counterparties, pro rata, to pay any amounts due to such counterparties pari passu with the class A Notes (which in the case of termination payments will be limited to priority termination payments);

• to the class B noteholders to pay interest due on the class B notes;

• to the class A noteholders, the class A principal distribution amount in the following order:

• [to the class A-1 noteholders, until the outstanding balance on the class A-1 notes is reduced to zero;

• to the class A-2 noteholders, until the outstanding balance on the class A-2 notes is reduced to zero;

• to the class A-3 noteholders, until the outstanding balance on the class A-3 notes is reduced to zero; and

• to the class A-4 noteholders until the outstanding balance on the class A-4 notes is reduced to zero;

• if the class A-4 notes are denominated in U.S. Dollars and are structured not to receive a payment of principal until the end of the related reset period, principal payments will be allocated to the related account in the Accumulation Fund until amounts on deposit therein are sufficient to pay the outstanding principal balance of the class A-4 notes in full; or

• if the class A-4 notes are denominated in a currency other than U.S. Dollars, principal payments will be made either to the currency swap counterparty or will be allocated to the related account in the Accumulation Fund (if the class A-4 notes are structured not to receive a payment of principal until the end of the related reset period) until the U.S. Dollar equivalent of the outstanding principal balance of the class A-4 notes has been distributed to the related currency swap counterparty or allocated to the related account in the Accumulation Fund;

• to the class A-5 noteholders, in lots of $50,000, to pay the principal distribution amount until the outstanding principal balance on the class A-5 notes is paid in full;]

[• first, to each class of A LIBOR rate notes and reset rate notes up to the amount needed to reduce its outstanding principal balance to its targeted balance listed on Schedule A for that quarterly distribution date and second, sequentlly in numerical order, in lots of $50,000, to each class of class A auction rate notes until the outstanding principal balance of each such class is paid in full;]

• to the Supplemental Interest Fund, any supplemental interest fund deposit amount;

• on and after the stepdown date and provided that no trigger event is in effect on such quarterly distribution date, to pay to the class B noteholders [sequentlly, in numerical order], the class B principal distribution amount;

• to the Reserve Fund, the amount, if any, necessary to restore the Reserve Fund to the Reserve Fund minimum balance;

• to the [class A-5] [class A auction rate] noteholders, any unpaid carry-over amounts;

• to the class B noteholders, any unpaid carry-over amounts;

• to the derivative product agreement counterparties, pro rata, any unreimbursed termination payments due under the terms of the related derivative product agreement;

• to College Loan LLC to reimburse it for any expenses paid in connection with a remarketing pursuant to the remarketing agreement;

• to the master servicer, any unpaid carry-over servicing fee;

• if the student loans are not sold pursuant to the optional purchase or mandatory auction, to pay as accelerated payments of principal to the holders of the notes and in the order and priority described above, until they have been paid in full; provided that if any unreimbursed termination payments are still owing to the counterparty, accelerated payments of principal will be paid only after payment in full of such termination payments; and

• on a quarterly distribution date, to the depositor, any remaining amounts, less the portion, if any, of the principal distribution amount allocated but not paid to a class of auction rate notes on that quarterly distribution date.

           Notwithstanding the above, if a class B note interest trigger is in effect, interest on the class B notes will be subordinated to the payment of principal on the class A notes.

           A "class B note interest trigger" will be in effect on any quarterly distribution date that:

• the outstanding principal balance of the class A notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds 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

• the outstanding principal balance of the class A notes and class B notes, plus all interest accrued but unpaid on such notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds the sum of twice the Pool Balance plus twice the amounts on deposit in the Reserve Fund and Capitalized Interest Account, in each case as of the end of the related Collection Period.

           The "stepdown date" will be the earlier of the January 2012 quarterly distribution date, or the first date on which no class A notes remain outstanding. A "trigger event" will be in effect on any quarterly distribution date while any class A notes are outstanding if the outstanding principal balance of the notes, after giving effect to distributions to be made on that quarterly distribution date, exceeds 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 if there has not been an optional purchase or sale of the trust's student loans through a mandatory auction as described below when the Pool Balance is 10% or less of the initial Pool Balance.

           The term "Principal Distribution Amount" means, for each quarterly distribution date, the amount by which the aggregate outstanding principal amount of all the notes immediately prior to that quarterly distribution date exceeds the quotient obtained by dividing the Adjusted Pool Balance, as of the last day of the related collection period, by ___%.

           The class A principal distribution amount is equal to the principal distribution amount times the class A percentage. The class B principal distribution amount is equal to the principal distribution amount times the class B percentage.

           For each quarterly distribution date the class A percentage will equal 100% minus the class B percentage. The class B percentage will equal:

• 0%, prior to the stepdown date or on any other quarterly distribution date if a trigger event is in effect; or

• on all other quarterly distribution dates, the percentage equivalent of a fraction, the numerator of which is the aggregate principal balance of the class B notes and the denominator of which is the aggregate principal balance of all outstanding notes, in each case determined on the calculation date for that quarterly distribution date.

           "Adjusted Pool Balance" means, for any quarterly distribution date:

• if the Pool Balance as of the last day of the related collection period is greater than __% of the initial Pool Balance, the sum of that Pool Balance, the required minimum balance of the Reserve Fund and the amount on deposit in the Capitalized Interest Account, in each case as of the last day of the related collection period; or

• if the Pool Balance as of the last day of the related collection period is less than or equal to __% of the initial Pool Balance, that Pool Balance.

           "Pool Balance" for any date means the aggregate principal balance of the trust's student loans on that date, including accrued interest that is expected to be capitalized, plus the amounts on deposit in the Acquisition Fund.

           We will not sell any student loans for a price less than the principal balance of the student loans as of the sale date, plus any unamortized premium and borrower accrued interest.

           If a class of auction rate notes is allocated some or all of the principal distribution amount on a quarterly distribution date, that class will be paid that amount on that quarterly distribution date only if it is an auction rate distribution date for that class. Principal allocated but not paid to a class of auction rate notes on a quarterly distribution date will be paid to that class on its next auction rate distribution date.

           We may distribute principal on the class B notes before the outstanding balance of each class A note is reduced to zero with amounts otherwise payable to the depositor.

           Further, after the outstanding balance of the LIBOR rate notes and reset rate notes is reduced to zero, we may redeem some or all of the remaining auction rate notes at our option as follows:

• from available funds in the trust as described in the prospectus under "Description of the Notes - Optional Redemption;"

• as described in the prospectus under "Description of the Notes - Extraordinary Optional Redemption;" and

• with proceeds received by the trust from selling student loans.

           We will not redeem auction rate notes with student loan sale proceeds unless we receive prior consent of the rating agencies. Also, we will not sell any student loans for a price less than the principal balance of the student loans as of the sale date, plus any unamortized premium and borrower accrued interest.

           If an event of default occurs under the indenture, payments will not be made in the order described above. Instead, payments will be made as described in the prospectus under "Summary of the Indenture Provisions – Remedies on Default."

Optional Purchase

           The depositor or its assignee may, but is not required to, repurchase the remaining student loans in the trust on the earlier of the ___ quarterly distribution date or when the Pool Balance is __% or less of the initial Pool Balance. If this purchase option is exercised, the student loans will be sold to the depositor and the proceeds will be used on the succeeding quarterly distribution date to repay outstanding notes, which will result in early retirement of the notes. On the closing date, the depositor intends to assign its purchase option to CLC.

           If the depositor or its assignee exercises its purchase option, the purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining student loans held by the trust, but not less than a prescribed minimum purchase price. The prescribed minimum purchase price is the amount that, when combined with amounts on deposit in the funds and accounts held under the indenture, would be sufficient to:

• reduce the outstanding principal amount of each class of notes then outstanding on the related quarterly distribution date to zero;

• pay to the noteholders the interest payable on the related quarterly distribution date;

• pay any unpaid servicing fees, administration fees, trustees' fees and carry-over servicing fees; and

• pay any amounts due on any derivative product agreement.

Mandatory Auction

           If any notes are outstanding and the depositor or its assignee does not notify the indenture trustee of its intention to exercise its right to repurchase student loans in the trust on the earlier of the ___ quarterly distribution date or when the Pool Balance is __% or less of the initial Pool Balance, all of the remaining loans in the trust will be offered for sale by the indenture trustee before the next succeeding quarterly distribution date. CLC, or its designated affiliates and unrelated third parties, may offer to purchase the trust's student loans in the auction. The net proceeds of any auction sale will be used to retire any outstanding notes on the next quarterly distribution date.

           The indenture trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The indenture trustee will accept the highest bid remaining if it equals or exceeds both the minimum purchase price described above and the fair market value of the student loans remaining in the trust estate. If the highest bid after the solicitation process does not equal or exceed both the minimum purchase price described above and the fair market value of the student loans remaining in the trust estate, the indenture trustee will not complete the sale. If the sale is not completed, the indenture trustee may, but will not be obligated to, solicit bids for the sale of the trust's student loans at the end of future collection periods using procedures similar to those described above. If the administrator requests it to do so, the indenture trustee will be obligated to make such solicitations. The indenture trustee may or may not succeed in soliciting acceptable bids for the trust's student loans either on the auction date or subsequently.

           If the trust's student loans are not sold as described above, on each subsequent quarterly distribution date, all amounts on deposit in the Collection Fund after giving effect to all withdrawals, except withdrawals payable to the depositor, will be distributed as accelerated payments of principal on the notes, until they have been paid in full.

Prepayment, Yield and Maturity Considerations

           Generally, all of the trust's student loans are prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower's default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect to such loans. The rates of payment of principal on a class of notes and the yield on a class of notes may be affected by prepayments of the trust's student loans. Because prepayments generally will be paid through to noteholders as distributions of principal, it is likely that the actual final payments on a class of notes will occur prior to such class of notes' final maturity date. Accordingly, in the event that the trust's student loans experience significant prepayments, the actual final payments on a class of notes may occur substantially before their final maturity date, causing a shortening of the notes' weighted average life. Weighted average life refers to the average amount of time that will elapse from the date of issuance of a note until each dollar of principal of such note will be repaid to the investor.

           The rate of prepayments on the trust's student loans cannot be predicted and may be influenced by a variety of economic, social and other factors. Generally, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates payable on the trust's student loans. In addition, the depositor is obligated to repurchase any student loan as a result of a breach of any of its representations and warranties relating to the trust's student loans, and the master servicer is obligated to cause the subservicer to repurchase any student loan as a result of a breach of certain covenants with respect to such student loan, in the event such breach materially adversely affects the interests of the trust in that student loan and is not cured within the applicable cure period.

           However, scheduled payments with respect to, and maturities of, the trust's student loans may be extended, including pursuant to grace periods, deferral periods and forbearance periods. The rate of payment of principal on a class of notes and the yield on such notes may also be affected by the rate of defaults resulting in losses on the trust's student loans that may have been liquidated, by the severity of those losses and by the timing of those losses, which may affect the ability of the guarantors to make guarantee payments on such student loans. In addition, the maturity of certain of the trust's student loans may extend beyond the final maturity date for a class of notes.

           See "Weighted Average Lives, Expected Maturities and Percentages of Original Principal Remaining at Each Quarterly Distribution Date for the Notes" attached to this prospectus supplement as Appendix I.

Credit Enhancement

Subordinated Notes

           [Currently, the trust has outstanding $_____ aggregate principal amount of class B notes. An additional $_____ aggregate principal amount of class B notes will be issued in this offering. Approximately ___% of all the trust's notes that will be outstanding immediately after issuing the series _____ rates will be class B notes.]

           The class B notes are subordinate notes. The rights of the class B noteholders to receive payments of interest are subordinated to the rights of the class A noteholders to receive payments of interest. Similarly, the rights of the class B noteholders to receive payments of principal are subordinated to the rights of the class A noteholders to receive payments of principal. Also, if a class B note interest trigger is in effect, payments of interest on the class B notes will be subordinate to the payment of principal on the class A notes. This subordination is intended to enhance the likelihood of regular receipt by the class A noteholders of the full amount of the payments of interest and principal due to them and to protect the class A noteholders against losses. See "Description of Credit Enhancement — Subordinate Notes" in the prospectus.

Reserve Fund

           A deposit will be made to the Reserve Fund on the closing date in an amount equal to $_________. [Subsequent to this deposit, the Reserve Fund will have a balance of approximately $_____.] On each distribution date, after giving effect to transfers from the Capitalized Interest Account, to the extent that money in the Collection Fund is not sufficient to pay amounts owed to the U.S. Department of Education or guarantee agencies, or certain of the trust's operating expenses, including master servicing fees, servicing fees, trustees' fees, administration fees and the interest then due on the notes, the amount of the deficiency will be paid directly from the Reserve Fund. Money withdrawn from the Reserve Fund will be restored through transfers from the Collection Fund as available.

           The Reserve Fund is subject to a minimum balance equal to the greater of:

• ___% of the pool balance, which includes accrued interest that is expected to be capitalized and any amounts in the Acquisition Fund, as of the close of business on the last day of the related collection period; or

• $_____, which amount may be satisfied with cash or permitted securities;

provided that in no event shall such minimum balance exceed the aggregate outstanding principal balance of the notes. Funds on deposit in the Reserve Fund in excess of the Reserve Fund minimum balance will be transferred to the Collection Fund.

           If on any quarterly distribution date funds on deposit in the Reserve Fund are sufficient to pay the remaining principal and interest on the notes, any payments due to the counterparty and any remaining fees, including carryover servicing fees, such amounts shall be so applied on such distribution date for payment of the remaining principal and interest on the notes, any payments due to the counterparty and any remaining fees, including carryover servicing fees, as applicable.

           The Reserve Fund is intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses. In some circumstances, however, the Reserve Fund could be reduced to zero. Except on the final maturity date of a class of notes, amounts on deposit in the Reserve Fund, other than amounts in excess of the Reserve Fund minimum balance that are transferred to the Collection Fund, will not be available to cover any principal payment shortfalls. On the final maturity date of a class of notes, amounts on deposit in the Reserve Fund will be available to pay principal on the notes and accrued interest.

Capitalized Interest Account

           Approximately $________ of the proceeds from the sale of the notes will be deposited into the Capitalized Interest Account. Amounts on deposit in the Capitalized Interest Account will be used to pay interest on the notes and operating expenses prior to amounts being withdrawn from the Reserve Fund. However, any moneys remaining in the Capitalized Interest Account on _________ __, 200_ will be transferred to the Collection Fund.

[Interest Rate Cap Derivative Agreement]

           [On the closing date the trust will enter into an interest rate cap derivative agreement with _______________. The interest rate cap derivative agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement. The significance percentage for the interest rate cap derivative agreement, calculated in accordance with Item 1115 of Regulation AB, is estimated to exceed __% of the aggregate outstanding principal balance of the class A-_ notes on the date of issuance.]

           [The interest rate cap derivative agreement will terminate on the earlier of the ____________ distribution date and the date on which the interest rate cap derivative agreement terminates in accordance with its terms due to an early termination.]

           [Under the terms of the interest rate cap derivative agreement, the trust will pay ________________, as the derivative counterparty, from the net proceeds of the sale of the notes a payment of $__________ to purchase the interest rate cap derivative agreement. On the third business day before each distribution date to and including the ______, 20__ distribution date, _____________ will pay to the trust for deposit into the collection fund an amount, calculated on a quarterly basis, equal to the product of (a) the excess, if any, of (i) three-month LIBOR as determined for the interest accrual period related to the applicable distribution date, over (ii) ___% and (b) a notional amount equal to $__________.]

           [For this purpose, three-month LIBOR for each interest accrual period will be determined using the same formula as described above in "Description of the Notes – Interest Payments" and as of the LIBOR determination date for that interest accrual period as described in "Description of the Notes – Calculation of LIBOR."]

[Modifications and Amendment of the Interest Rate Cap Derivative Agreement]

           [No amendment, modification or waiver to the interest rate cap derivative agreement may be entered into or will be effective unless written confirmation is received from the rating agencies then rating the notes that such amendment, modification or waiver will not cause a reduction, suspension or withdrawal of the then-current ratings of the notes.]

[Default Under the Interest Rate Cap Derivative Agreement]

           [Events of default under the interest rate cap derivative agreement are limited to:

• the failure of the derivative counterparty to pay any amount when due under the derivative agreement after giving effect to the applicable grace period,

• the occurrence of events of insolvency or bankruptcy of the trust or the derivative counterparty,

• the acceleration of the principal of the notes following an event of default under the indenture, and

• the following other standard events of default under the 1992 ISDA Master Agreement: "Credit Support Default" (not applicable to the trust) and "Merger Without Assumption" (not applicable to the trust), as described in Sections 5(a)(iii) and 5(a)(viii) of the 1992 ISDA Master Agreement.]

[Termination Events]

           [Termination events under the interest rate cap derivative agreement include the following standard events under the 1992 ISDA Master Agreement (none of which applies to the trust): "Illegality," which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the interest rate cap derivative agreement; "Tax Event," which generally relates to either party to the interest rate cap derivative agreement receiving a payment under the interest rate cap derivative agreement from which an amount has been deducted or withheld for or on account of taxes; "Tax Event Upon Merger"; "Credit Event Upon Merger"; and the additional termination event described below.]

[Additional Termination Event]

           [The interest rate cap derivative agreement will include an additional termination event relating to withdrawal or downgrade of the derivative counterparty's credit rating. This additional termination event will occur if:

• the counterparty, financial program or long-term senior debt rating, as the case may be, of the derivative counterparty is withdrawn or downgraded below "A" by Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, Inc., or by Fitch Ratings (to the extent available) or any successor rating agency or "A2" by Moody's Investors Services, Inc. or any successor rating agency; and

• the derivative counterparty has not, within 45 days of the withdrawal or downgrade, procured a collateral arrangement, a replacement transaction or a rating affirmation.

           For purposes of this additional termination event:

           A collateral arrangement means any of:

• An executed collateral agreement between the parties providing for the collateralization of the derivative counterparty's obligations under the interest rate cap derivative agreement as measured by the net present value of the derivative counterparty's marked-to-market obligations. The collateral, collateral levels, collateral agent, if any, and other terms of the collateral agreement must be satisfactory to the derivative counterparty and the trust in their reasonable judgment and to the rating agency whose rating was lowered or withdrawn.

• A letter of credit, guaranty or surety bond or insurance policy covering the derivative counterparty's obligations under the interest rate cap derivative agreement from a bank, guarantor or insurer having a debt rating, or a financial program or counterparty rating or claims paying rating, of at least "A" by S&P and "A2" by Moody's.

• A replacement transaction means a transaction with a replacement counterparty who assumes the derivative counterparty's position under the interest rate cap derivative agreement on substantially the same terms or with such other amendments to the terms of the interest rate cap derivative agreement as may be approved by the parties and each of the rating agencies.

• A rating affirmation means a written acknowledgement from the rating agency whose rating was lowered or withdrawn that, notwithstanding the withdrawal or downgrade, the then-current ratings of the notes will not be lowered.]

[Early Termination of the Interest Rate Cap Derivative Agreement]

           [Upon the occurrence of any default under the interest rate cap derivative agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date upon the occurrence of that default or termination event.]

           [Upon any early termination of the interest rate cap derivative agreement, either the trust or the counterparty may be liable to make a termination payment to the other, regardless of which party has caused that termination. The amount of that termination payment will be based on the value of the transaction under the interest rate cap derivative agreement computed in accordance with the procedures in, and limited by the terms of, the interest rate cap derivative agreement. In the event that the trust is required to make a termination payment, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes and to the replenishment of the Reserve Fund to the minimum required balance.]

[Derivative Counterparty]

           [For a description of the interest rate cap derivative agreement counterparty, __________, see "LIBOR Note Derivative Product Agreements—Counterparties" below.]

[LIBOR Note Derivative Product Agreements]

[Payments under the Agreements]

           [On the closing date, the trust will enter into LIBOR note derivative product agreements with each of __________ and __________. for its class A-1, class A-2 and class A-3 notes. Each agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement. These LIBOR note derivative product agreements will terminate on the final distribution date or, if earlier, the date on which the agreements terminate in accordance with their terms due to an early termination.]

           [Under the terms of the LIBOR note derivative product agreements, each counterparty will pay to the trust, on or before the third business day preceding each distribution date while the LIBOR note derivative product agreements are still in effect, an amount calculated on a quarterly basis equal to 50% of the sum of:

• the excess, if any, of the interest rate on the class A-1 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-1 notes; plus

• the excess, if any, of the interest rate on the class A-2 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-2 notes; plus

• the excess, if any, of the interest rate on the class A-3 notes over the adjusted student loan rate, multiplied by the Notional Principal Amount for the class A-3 notes.]

           [The maximum amount payable to the trust under the LIBOR note derivative product agreements will equal 50% of the outstanding principal balance of the class B notes. Each counterparty's maximum obligation, as of any date, under its LIBOR note derivative product agreement will equal one-half of that maximum amount, less the payments made previously under its LIBOR note derivative product agreement net of the amount of any payments (other than interest) made by the trust to reimburse payments made by that counterparty.]

[For this purpose:

• The "adjusted student loan rate" for any interest accrual period will be the percentage equivalent of a fraction,

• the numerator of which is equal to Expected Interest Collections for the collection period related to such interest accrual period, less the servicing fee, the trustees' fees, the administration fee and any fees due to LIBOR note derivative product counterparties with respect to the interest accrual period and

• the denominator of which is the Pool Balance as of the first day of the collection period related to such interest accrual period,

• multiplied by the quotient obtained by dividing 360 by the actual number of days in the interest accrual period.]

• ["Expected Interest Collections" means the sum of:

• the amount of interest accrued, net of amounts required to be paid to the Department of Education or to be repaid to guarantors or borrowers, for the trust's student loans for the collection period related to such interest accrual period, whether or not actually paid;

• all interest benefit payments and special allowance payments for the trust's student loans for the collection period related to such interest accrual period, whether or not actually received; and

• investment earnings of the trust for the collection period related to such interest accrual period preceding the related distribution date.

• The "Notional Principal Amount" for any distribution date for each of the class A-1, class A-2, class A-3, class A-4, class A-5 or class B notes will be the outstanding principal balance of those notes on the first day of the interest accrual period immediately preceding that distribution date.]

[Fees and Reimbursement]

           [Under the LIBOR note derivative product agreements the trust will pay to the counterparties from the Collection Fund, on each distribution date while the agreements are still in effect, a fee in the aggregate equal to:

• ___% per annum on the Notional Principal Amount for the class A-1 notes; plus

• ___% per annum on the Notional Principal Amount for the class A-2 notes; plus

• ___% per annum on the Notional Principal Amount for the class A-3 notes; plus

• ___% per annum on the Notional Principal Amount for the class A-4 notes.]

           [In addition, each counterparty will be entitled to be reimbursed by the trust for payments made by such counterparty under the terms of the related LIBOR note derivative product agreement, together with interest, in the priority described under "Description of the Notes – Flow of Funds."]

[Modifications and Amendment of the LIBOR Note Derivative Product Agreements]

           [No amendment, modification or waiver to the LIBOR note derivative product agreements may be entered into or will be effective unless written confirmation is received from the rating agencies then rating the notes that such amendment, modification or waiver will not cause a reduction, suspension or withdrawal of the then-current ratings of the notes.]

[Conditions Precedent]

           [The obligation of the trust to pay amounts due under the LIBOR note derivative product agreements will be subject to the condition that no default under the LIBOR note derivative product agreements has occurred and is continuing.]

           [Each counterparty's obligation to pay amounts they owe will not be subject to such a condition unless principal of the notes has been accelerated following an event of default under the indenture or an early termination under the LIBOR note derivative product agreements has occurred.]

[Default Under the LIBOR Note Derivative Product Agreements]

           [Events of default under the LIBOR note derivative product agreements are limited to:

• the failure of the trust or a counterparty to pay any amount when due under a LIBOR note derivative product agreement after giving effect to the applicable grace period; provided, that with respect to the trust, the trust has available, after all prior obligations of the trust, sufficient funds to make the payment,

• the occurrence of events of insolvency or bankruptcy of the trust or a counterparty,

• the failure of the trust to comply with certain terms and provisions of the indenture if such failure is continuing after any applicable grace period has elapsed,

• an acceleration of the principal of the notes following an event of default under the indenture, and

• the following other standard events of default under the 1992 ISDA Master Agreement: "Credit Support Default" and "Merger Without Assumption" (not applicable to the trust), as described in Sections 5(a)(iii) and 5(a)(viii) of the 1992 ISDA Master Agreement.]

[Termination Events]

           [Termination events under the LIBOR note derivative product agreements include the following standard events under the 1992 ISDA Master Agreement: "Illegality," which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under a derivative product agreement; "Tax Event," which generally relates to either party to a derivative product agreement receiving a payment under a derivative product agreement from which an amount has been deducted or withheld for or on account of taxes; "Tax Event Upon Merger" (not applicable to the trust); "Credit Event Upon Merger" (not applicable to the trust); and the additional termination event described below.]

[Additional Termination Event]

           [Each LIBOR note derivative product agreement will include an additional termination event relating to withdrawal or downgrade of a counterparty's credit rating. This additional termination event will occur if:

• a long-term certificates of deposit or long-term senior debt rating, as the case may be, of the counterparty is withdrawn or downgraded below "A" by Standard & Poor's Credit Market Services, a division of The McGraw-Hill Companies, Inc., or by Fitch Ratings (to the extent available) or any successor rating agency or "A2" by Moody's Investors Service, Inc. or any successor rating agency; and

• a counterparty has not, within 45 days of the withdrawal or downgrade, procured a collateral arrangement, a replacement transaction or a rating affirmation.

           For purposes of this additional termination event:

• A collateral arrangement means either:

• An executed collateral agreement between the parties providing for the collateralization of the counterparty's obligations under an agreement as measured by the net present value of the counterparty's marked-to-market obligations. The collateral, collateral levels, collateral agent and other terms of the collateral agreement must be satisfactory to the counterparty and the trust in their reasonable judgment and to the rating agency whose rating was lowered or withdrawn.

• A letter of credit, guaranty or surety bond or insurance policy covering the counterparty's obligations under an agreement from a bank, guarantor or insurer having a debt rating, or a financial program or counterparty rating or claims paying rating, of at least "A" by S&P and "A2" by Moody's.

• A replacement transaction means a transaction with a replacement counterparty who assumes the counterparty's position under a LIBOR note derivative product agreement on substantially the same terms or with such other amendments to the terms of the LIBOR note derivative product agreement as may be approved by the parties and each of the rating agencies.

• A rating affirmation means a written acknowledgment from the rating agency whose rating was lowered or withdrawn that, notwithstanding the withdrawal or downgrade, the then-current ratings of the notes will not be lowered.]

[Early Termination of a LIBOR Note Derivative Product Agreement]

           [Upon the occurrence of any default under a LIBOR note derivative product agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date upon the occurrence of that default or termination event. The trust may not designate an early termination date without the consent of the issuer administrator.]

           [Upon any early termination of a LIBOR note derivative product agreement, either the trust or a counterparty may be liable to make a termination payment to the other, regardless of which party has caused that termination. The amount of that termination payment will be based on the value of the transactions under the LIBOR note derivative product agreement computed in accordance with the procedures in, and limited by the terms of, the LIBOR note derivative product agreement. In the event that the trust is required to make a termination payment following a default resulting from a default by the trust in payment of the fee [Describe other events where termination payment is higher in the waterfall], the payment will be payable in the same order of priority as any amount payable to the applicable counterparty. However, in the event that a termination payment is owed to the applicable counterparty following any other default of the trust, a default resulting from a default of that counterparty or a termination event, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes and to the replenishment of the Reserve Fund to the minimum required balance.]

[Counterparties]

[describe counterparties]

           [The information in the preceding paragraphs has been provided by ____________________ and _________________ and is not guaranteed as to accuracy or completeness, and is not to be construed as representations by the seller or the underwriters. Except for the foregoing paragraphs, ________________. have not been involved in the preparation of, and do not accept responsibility for, this prospectus supplement or the prospectus.]

ERISA Considerations

           The notes may be acquired by, or on behalf of, employee benefit plans or other retirement arrangements which are subject to Title I of ERISA and/or Section 4975 of the Code, (each a "Plan") provided the proposed transfer and/or holding of a note will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or such prohibited transaction will be covered under an individual or class prohibited transaction exemption including, but not limited to, PTCE 84-14 (regarding plan asset transactions determined by independent qualified professional asset managers); PTCE 91-38 (regarding certain transactions involving bank collective investment funds); PTCE 90-1 (regarding certain transactions involving insurance company pooled separate accounts), PTCE 95-60 (regarding certain transactions involving insurance company general accounts), and PTE 96-23 (regarding plan asset transactions determined by in-house asset managers) ("Investor-Based Exemption"). An acquisition of a note by an investor shall be deemed a representation that such investor is either not a Plan or that if it is a Plan that no prohibited transaction will result from the acquisition and/or holding of the note which will not be covered by an Investor-Based Exemption or some other applicable exemption. See the discussion of additional considerations regarding the acquisition and/or holding of the notes by Plans and other retirement arrangements not subject to ERISA under "ERISA Considerations" in the prospectus.

Certain Federal Income Tax Considerations

           On the closing date, Stroock & Stroock & Lavan LLP, New York, New York will render, with respect to the notes, its opinion to the effect that the notes will be treated as debt of the trust, rather than as an interest in the student loans, and that the trust will not be characterized as an association or publicly traded partnership taxable as a corporation each for federal income tax purposes. Such opinion is not binding on the Internal Revenue Service and there is no assurance that such characterization would prevail if challenged. See "Federal Income Tax Consequences" in the prospectus.

Reports to Noteholders

           Periodic reports concerning the trusts as required under the terms of the applicable agreements will be delivered to the securityholders. Generally, you will receive those reports not from the trust, but through ___, as nominee of The Depository Trust Company and registered holder of the securities.

           Before each quarterly distribution date or auction rate distribution date, as applicable, the issuer administrator will provide to the indenture trustee for the indenture trustee to forward to each holder of record of the applicable class of securities a statement setting forth the information specifically described in the indenture. See "Summary of the Indenture Provisions – Further Covenants" in the accompanying prospectus.

           The trust will file with the Securities and Exchange Commission periodic reports required under the Securities Exchange Act of 1934, as amended and the rules of the Securities and Exchange Commission, including annual reports on Form 10-K (including reports of assessment of compliance with the minimum servicing criteria established in Item 1122(a) of Regulation AB, attestation reports, and statements of compliance required to be filed under Regulation AB), periodic distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports. Annual reports of assessment of compliance, attestation reports and statements of compliance will be provided to holders of record of the applicable class of securities upon request free of charge.

Static Pool Information

           Pursuant to Item 1105 of Regulation AB, static pool information regarding the depositor's previous student loan securitizations is available on the internet at http://www.collegeloanstaticpool.com.

           Information provided through the internet address above will not be deemed to be a part of this prospectus supplement or the registration statement for the notes offered hereby if it relates to any securitized pools that were established before January 1, 2006, or with respect to information regarding the currently offered pool, information about the pool for periods before January 1, 2006.

[Listing and General Information]

           [Application will be made for the Class A notes to be admitted to the official list of the Irish Stock Exchange subject to the Irish Stock Exchange listing rules and the prospectus rules of the Irish Financial Services Regulatory Authority and to be admitted to trading on the Irish Stock Exchange. There can be no assurance that such a listing will be obtained. Certain information has been included in this prospectus supplement to comply with the Irish Stock Exchange listing rules and the prospectus rules of the Irish Financial Services Regulatory Authority.

           For so long as the Class A notes are listed on the Irish Stock Exchange, the material contracts referred to herein, including the indenture, the trust agreement, the servicing agreements, any derivative product agreement and the administration agreement will be made available for inspection in electronic or physical format at our principal office at 16855 West Bernardo Drive, Suite 100, San Diego, California 92127, USA.

           Each of the Class A notes, the indenture, the master servicing agreement and the administration agreement are governed by the laws of the State of New York. The trust agreement is governed by the laws of the State of Delaware. The ___ servicing agreement and the ___ servicing agreement are governed by the laws of the State of ___ and the State of ___, respectively.

           Since our formation, we have not been involved in any governmental, litigation or arbitration proceedings relating to claims on amounts which are material in the context of the issue of the Class A notes. Nor, so far as we are aware, are any such proceedings pending or threatened.

           The issuance of the Class A notes was authorized by a unanimous written consent of the members and the manager of the depositor on ___, 200_.

           The trust is not required by Delaware state law and does not intend to publish any financial statements. The indenture requires the trust to provide the indenture trustee with written notification, on an annual basis, that to the best of its knowledge, following review of the activities of the prior year, that no event of default or other matter which is required to be brought to the indenture trustee's attention has occurred.]

Plan of Distribution

           Subject to the terms and conditions set forth in the underwriting agreement dated as of _______, 20__, among the trust and each of the underwriters named below, the trust has agreed to sell to each of the underwriters, and each of the underwriters has agreed to purchase from the trust, the principal amount of the notes set forth opposite its name.

Underwriter	Class A-1 Notes	Class A-2 Notes	Class A-3 Notes	Class A-4 Notes	Class A-5 Notes	Class B Notes
[insert name of each	$	$	$	$	$	$
underwriter]
Total	$	$	$	$	$	$

           The underwriters have agreed to purchase all of the notes listed above if any of the notes are purchased. The underwriters have advised that they propose to offer the notes to the public initially at the respective offering prices set forth below and on the cover page of this prospectus supplement, and to certain dealers at these prices less concessions not in excess of the concessions listed below. The underwriters may allow and such dealers may reallow concessions to other dealers not in excess of the reallowances listed below. After the initial public offering, these prices and concessions may change.

	Initial Public Offering Price	Underwriting Discount	Proceeds to the Issuer(1)	Concession	Reallowance
Per class A-1 note	____%	____%	$________	____%	____%
Per class A-2 note	____%	____%	________	____%	____%
Per class A-3 note	____%	____%	________	____%	____%
Per class A-4 note	____%	____%	________	____%	____%
Per class A-5 note	____%	____%	________	____%	____%
Per class B note	____%	____%	________	____%	____%
Total			$________

_________________
(1)           Before deducting expenses expected to be approximately $_________.

           The prices and proceeds shown in the table do not include any accrued interest. The actual prices and proceeds will include interest, if any, from the closing date.

           Until the distribution of notes is completed, the rules of the SEC may limit the ability of the underwriters and selling group members to bid for and purchase the notes. As an exception to these rules, the underwriters are permitted to engage in transactions that stabilize the price of the notes. These transactions consist of bids of purchase for the purpose of pegging, fixing or maintaining the price of the notes.

           Purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases.

           The underwriters may over-allot the notes to create a short position for the accounts of the underwriters by accepting orders for more notes than are to be sold.

           In addition, the underwriters may impose a penalty bid on the broker-dealer who sells the notes. This means that if an underwriter purchases notes in the open market to reduce a broker-dealer's short position or to stabilize the prices of the notes, it may reclaim the selling concession from the broker-dealer who sold those notes as part of the offering.

           In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of an note to be higher than it might be in the absence of such transactions.

           Any broker-dealer submitting an order for its own account in any auction could have an advantage over other potential holders in that it would have knowledge of other orders placed through it in that auction. A broker-dealer would not, however, have knowledge of orders submitted by other broker-dealers, if any. As a result of bidding by a broker-dealer in an auction, the auction rate may be higher or lower than the rate that would have prevailed had the broker-dealer not bid. A broker-dealer may also bid in an auction in order to prevent what would otherwise be a failed auction or the implementation of an auction rate that the broker-dealer believes, in its sole judgment, does not reflect the market for such securities at the time of the auction. A broker-dealer may also encourage additional or revised investor bidding in order to prevent an all-hold auction.

           Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the notes. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

           We have been advised by the underwriters that they presently intend to make a market in the notes; however, they are not obligated to do so. In addition, any market-making may be discontinued at any time, and an active public market for the notes may not develop.

           From time to time, the underwriters or their affiliates may perform investment banking and advisory services for, and may provide general financing and banking services to us and our affiliates. From time to time, we may invest funds in the Reserve Fund and other accounts under the indenture in eligible instruments either acquired from the underwriters or issued by their affiliates.

           The underwriting agreement provides that we will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, and we have agreed to reimburse the underwriters for the fees and expenses of their counsel.

           Each underwriter has represented and agreed that:

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

           No action has been or will be taken by us or the underwriters that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required. Accordingly, the notes may not be offered or sold, directly or indirectly, and neither the prospectus, this prospectus supplement nor any circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose hands this prospectus supplement comes are required by us and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver notes or have in their possession or distribute such prospectus supplement, in all cases at their own expense.

           We have not authorized any offer of the notes to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended and the FSMA. The notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of these regulations or otherwise in compliance with all applicable provisions of these regulations and the FSMA.

Legal Matters

           Certain legal matters, including certain income tax matters, will be passed upon for College Loan Corporation Trust 20__-__ by Stroock & Stroock & Lavan, LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by __________________. Certain legal matters will be passed upon for the underwriters by __________. ________, as Delaware counsel for the trust, will pass upon Delaware matters for the trust.

Directory

Depositor

College Loan LLC
16855 W. Bernardo Drive, Suite 100
San Diego, California 92127
USA

Underwriters and Trust's Bankers

___

___ ___

___

Indenture Trustee and Eligible Lender Trustee Delaware Trustee

___ ___

Legal Advisors

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
USA

Sponsor and Issuer Administrator
College Loan Corporation
16855 W. Bernardo Drive, Suite 100
San Diego, California 92127
USA Master Servicer

Listing Agent

___ Irish Paying Agent

___

APPENDIX I

Prepayment, Yield and Maturity Considerations

           Generally, all of the trust's student loans are prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower's default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect to such loans. The rates of payment of principal on a class of notes and the yield on a class of notes may be affected by prepayments of the trust's student loans. Because prepayments generally will be paid through to noteholders as distributions of principal, it is likely that the actual final payments on a class of notes will occur prior to such class of notes' final maturity date. Accordingly, in the event that the trust's student loans experience significant prepayments, the actual final payments on a class of notes may occur substantially before its final maturity date, causing a shortening of the notes' weighted average life. Weighted average life refers to the average amount of time that will elapse from the date of issuance of a note until each dollar of principal of such note will be repaid to the investor.

           The rate of prepayments on the trust's student loans cannot be predicted and may be influenced by a variety of economic, social and other factors. Generally, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates payable on the trust's student loans. In addition, the depositor is obligated to repurchase any student loan as a result of a breach of any of its representations and warranties relating to the trust's student loans, and the servicers are obligated to repurchase any student loan as a result of a breach of certain covenants with respect to such student loan, in the event such breach materially adversely affects the interests of the trust in that student loan and is not cured within the applicable cure period.

           However, scheduled payments with respect to, and maturities of, the trust's student loans may be extended, including pursuant to grace periods, deferral periods and forbearance periods. The rate of payment of principal on a class of notes and the yield on such notes may also be affected by the rate of defaults resulting in losses on the trust's student loans that may have been liquidated, by the severity of those losses and by the timing of those losses, which may affect the ability of the guarantors to make guarantee payments on such student loans. In addition, the maturity of certain of the trust's student loans may extend beyond the final maturity date for a class of notes.

           Prepayments on pools of student loans can be calculated based on a variety of prepayment models. The model used herein to calculate prepayments is based on prepayment rates for specific loan types. For purposes of this transaction, we refer to this model as the "PPC." The PPC applies a constant percentage rate ("CPR," see discussion below) of prepayment that remains constant throughout the life of a student loan.

           100% PPC implies prepayment at a rate of __% CPR for Consolidation Loans and __% CPR for Stafford Loans and PLUS Loans.

           CPR is stated as an annualized rate and is calculated as the percentage of the loan amount outstanding at the beginning of a period (including accrued interest to be capitalized), after applying scheduled payments, that prepays during that period. The CPR model assumes that student loans will prepay in each month according to the following formula:

           Monthly Prepayments = (Balance (including accrued interest to be capitalized)
after scheduled payments) x (1-(1-CPR) ^1/12)

           Accordingly, monthly prepayments, assuming a $___ balance after scheduled payments would be as follows for various levels of PPC:

	__% PPC	__% PPC	__% PPC	__% PPC	__% PPC
Monthly Prepayment-Consolidation	__	__	__	__	__
Loans
Monthly Prepayment-Stafford and	__	__	__	__	__
PLUS Loans

           The PPC model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool. The student loans will not prepay according to the PPC, nor will all of the student loans prepay at the same rate. You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

           For the sole purpose of calculating the information presented in the tables, it is assumed, among other things, that:

• the cut-off date for the student loans is as of ________;

• the closing date is __________;

• all student loans in school and grace remain in their current status until their status end date and then move to repayment, and no student loan moves from repayment to any other status;

• no defaults occur on any of the student loans;

• 100% of borrowers in a repayment status will pay on time;

• there are government payment delays of 30 days for interest subsidy and special allowance payments;

• interest on student loans is assumed to capitalize once at repayment for borrowers not currently in repayment;

• one-month LIBOR remains fixed at __%, three-month LIBOR remains fixed at __%, 90-day commercial paper remains fixed at __%, and 91-day Treasury Bill remains fixed at __% for the life of the transaction;

• distributions on the notes begin on ___ and will be made on the __th calendar day of each month or if the __th is not a business day, the next business day;

• the interest rate for each class of outstanding notes at all times will be equal to:

___	__%
___	__%
___	__%
___	__%
___	__%
___	__%
___	__%

• interest accrues on the LIBOR rate notes on an actual/360 day count basis, auction rate notes on an actual/actual basis;

• but for servicing, all fees and expenses are quoted on an annualized basis;

• an administration fee equal to __% of the outstanding principal amount of the student loans, paid monthly by the trust to the issuer administrator, beginning ___, 200_;

• trustee fees equal to __% of the principal amount of notes outstanding, paid monthly by the trust to the trustee, beginning ___, 200_;

• an auction agent fee equal to __% of the principal amount of auction rate notes outstanding, paid monthly by the trust to the auction agent, beginning ___, 200_;

• broker-dealer fees equal to (i) __% of the principal amount of senior auction rate notes outstanding and (ii) __% of the principal amount of subordinate auction rate notes, each paid monthly by the trust to the auction agent, beginning ___, 200_;

• a consolidation loan rebate fee equal to __% per annum of the outstanding principal amount of the student loans that are consolidation loans, paid monthly by the trust to the Department of Education;

• servicing fees vary by servicer and are paid monthly by the trust to the servicers; such fees range from $___ per student loan per month to $___ per student loan per month, depending on loan type and status;

• the reserve fund has an initial balance equal to $___, and at all times a balance of no less than $___;

• the collection fund has an initial balance equal to $___;

• all payments are assumed to be made at the end of the month and amounts on deposit in the reserve fund and collection fund, including reinvestment income earned in the previous month, net of servicing fees, are reinvested in eligible investments at the assumed reinvestment rate of __% per annum through the end of the collection period; reinvestment earnings are available for distribution from the prior collection period;

• the starting balance for the Class A notes, on the closing date, is $___; and

• the starting balance for the Class B notes, on the closing date, is $___.

           The tables below have been prepared based on the assumptions described above and should be read in conjunction therewith. In addition, the diverse characteristics, remaining terms and ages of the student loans could produce slower or faster principal payments than implied by the information in these tables, even if the dispersions of weighted average characteristics, remaining terms and ages of the student loans are the same as the assumed characteristics, remaining terms and ages.

WEIGHTED AVERAGE LIVES AND EXPECTED MATURITY DATES
OF THE LIBOR RATE NOTES
AT VARIOUS PRECENTAGES OF THE PPC

	Weighted Average Life (years)(1)
Class	__%	__%	__%	__%	__%
Class A-1 notes	___	___	___	___	___
Class A-2 notes	___	___	___	___	___
Class A-3 notes	___	___	___	___	___

Class	Expected Maturity Date
Class A-1 notes	___	___	___	___	___
Class A-2 notes	___	___	___	___	___
Class A-3 notes	___	___	___	___	___

           ⁽¹⁾           The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on such note by the number of years from the date of issuance of such note to the related quarterly distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of such note.

CLASS A-1 SENIOR NOTES
PRECENTAGES OF ORIGINAL PRINCIPAL OF THE NOTES
REMAINING AT CERTAIN QUARTERLY DISTRIBUTION DATES AT VARIOUS
PRECENTAGES OF THE PPC

Quarterly Distribution Dates	__%	__%	__%	__%	__%
Closing	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%

CLASS A-2 SENIOR NOTES
PERCENTAGES OF ORIGINAL PRINCIPAL OF THE NOTES
REMAINING AT CERTAIN QUARTERLY DISTRIBUTION DATES AT VARIOUS
PERCENTAGES OF THE PPC

Quarterly Distribution Dates	__%	__%	__%	__%	__%
Closing	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%

CLASS A-3 SENIOR NOTES
PERCENTAGES OF ORIGINAL PRINCIPAL OF THE NOTES
REMAINING AT CERTAIN QUARTERLY DISTRIBUTION DATES AT VARIOUS
PERCENTAGES OF THE PPC

Quarterly Distribution Dates	__%	__%	__%	__%	__%
Closing	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%
___	__%	__%	__%	__%	__%

Schedule A

          The following Targeted Balance Schedule pertains to the trust's seeries _____ notes. This Targeted Balance Schedule is computed assuming 100% PPC as described under "Prepayment, Yield and Maturity Considerations" in this prospectus supplement. We make no representation regarding whether the assumptions used will occur as projected.

Quarterly Distribution Date	Class A-_ Notes Targeted Balance	Class A-_ Notes Targeted Balance	Class A-_ Notes Targeted Balance	Class A-_ Notes Targeted Balance
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
	$0	$0	$0	$0
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PROSPECTUS

COLLEGE LOAN CORPORATION TRUSTS
Issuing Entity

College Loan LLC
Depositor College Loan Corporation
Sponsor and Issuer Administrator

STUDENT LOAN ASSET-BACKED NOTES

College Loan LLC will periodically establish trusts that will issue notes in one or more series. The specific terms of the notes included in each series will be described in a supplement to this prospectus.

Proceeds from the sale of the notes will be used to acquire portfolios of student loans originated by eligible lenders under the Federal Family Education Loan Program. Those student loans will be pledged to secure repayment of the notes. The notes will represent obligations of the issuing trust only and are not guaranteed by any other person. The notes will be limited obligations of the trusts payable solely from the student loans each trust acquires and the other assets of each trust.

You should read this prospectus and any prospectus supplement carefully before you invest. This prospectus may be used to offer and sell the notes only if it is accompanied by a prospectus supplement or a free writing prospectus.

Offers of the notes may be made by different methods, including offerings through underwriters, as more fully described under "Plan of Distribution" below and in the related prospectus supplement. Unless otherwise indicated for a series of the notes, the notes will not be listed on a national securities exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ______ __, 200_.

About This Prospectus

           This prospectus is part of a registration statement filed with the Securities and Exchange Commission. Notes may be sold in one or more offerings pursuant to the registration statement.

           College Loan LLC will establish one or more trusts in connection with the issuance of notes. Each trust will issue one or more series of notes, the repayment of which are secured by student loans the trust will acquire with the proceeds from the sale of the notes. This prospectus provides you with a general description of the notes the trusts may offer. Each time notes are sold, we will provide a prospectus supplement relating to the series of notes being offered that will include:

• a description of the aggregate principal amount, authorized denominations and interest rate or rates, or the manner of determining the interest rate or rates, of each class of the notes to be sold

• information concerning the student loans that will be purchased with the proceeds of the notes

• information with respect to any notes the trust may have previously issued that are secured by a common pool of assets that secure payment of the notes described in the prospectus supplement

• information concerning the guarantee agencies providing guarantees for the student loans that will be acquired with note proceeds

• information concerning the companies that will be engaged to service the student loans that will be acquired with note proceeds

• information with respect to any credit or cash flow enhancements designed to reduce the risk to investors caused by shortfalls in payments on the related student loans

• any updates or changes to the information presented in this prospectus.

           You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. No person is authorized to provide you with different information. Notes will not be offered for sale in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date appearing on the front cover of those documents.

TABLE OF CONTENTS TO PROSPECTUS

About This Prospectus i

Summary of the Offering iii

Risk Factors 1

Special Note Regarding Forward Looking Statements 13

Formation of the Trusts 13

The Depositor 17

The Sponsor and Issuer Administrator 17

Description of the Notes 24

Security and Sources of Payment for the Notes 58

Book-Entry Registration 63

Additional Notes 71

Summary of the Indenture Provisions 72

Description of Credit Enhancement and Derivative Products 85

Description of the Federal Family Education Loan Program 88

Description of the Guarantee Agencies 103

Federal Income Tax Consequences 110

ERISA Considerations 118

Plan of Distribution 120

Legal Matters 121

Financial Information 121

Ratings 121

Incorporation of Documents by Reference; Where to Find More Information 122

Glossary of Terms 123

Appendix I - Global, Clearance, Settlement and Tax Documentation Procedures 128

Summary of the Offering

           The following summary highlights selected information from this prospectus but does not contain all of the information you should consider before making an investment decision. Before deciding to purchase any notes, you should read the more detailed information appearing in this prospectus and in the related prospectus supplement.

Overview

College Loan LLC will from time to time establish separate trusts that will sell notes in one or more series and in one or more classes, and will purchase a pool or pools of student loans with the proceeds received from these sales. All notes issued by the same trust, regardless of when issued, will be secured by a common note of student loans. However, the holders of notes issued by one trust will have no rights to the student loans or any other assets held by a different trust. Each trust will be formed pursuant to a trust agreement and will pledge the student loans it purchases with the proceeds from the sale of its notes as collateral for repayment of the notes. The priority of payments among the various series and classes of notes each trust sells will be described in the related prospectus supplement. These payments will come principally from amounts received on the student loans held by the related trust.

Prior Notes

If the notes described in a prospectus supplement are being issued by a trust that has issued notes previously, that prospectus supplement will provide the following information concerning those prior notes:

• name and designation of each series;

• date that the series was issued;

• original principle amount;

• outstanding principle amount;

• interest rate or method used to determine the interest rate;

• legal final maturity date; and

• whether the notes are senior, subordinate or junior subordinate notes.

Parties

Issuing Entity: A Delaware statutory trust formed under a trust agreement between College Loan LLC and the Delaware trustee.

Depositor: College Loan LLC will act as Depositor for each trust. You may contact College Loan LLC at 16855 W. Bernardo Dr., Suite 100, San Diego, CA 92127, or by phone at (888) 972-6311.

Master servicer and Servicers: College Loan Corporation or CLC Servicing may act as master servicer of a trust's student loans. College Loan Corporation or CLC Servicing may engage the parties specified in each prospectus supplement to act as servicers for the student loans each trust acquires or the trust may engage such servicers directly. Other entities identified in a prospectus supplement may also act as a master servicer or servicer of the student loans if approved by the rating agencies rating the notes.

Issuer Administrator: College Loan Corporation will provide certain administrative services for each trust.

Sponsor: College Loan Corporation will act as the Sponsor of each trust.

Eligible Lender Trustee and Trustee: The prospectus supplement for each series of notes will identify the eligible lender trustee for each trust's student loans and the trustee under an indenture governing a trust's issuance of notes.

Delaware Trustee: The prospectus supplement for each series of notes will identify the Delaware trustee for each trust.

Originator: The prospectus supplement for each series of notes will identify each Originator of student loans not affiliated with the sponsor responsible for originating 10% or more of a trust's student loans.

The notes

Each trust will issue student loan asset-backed notes in one or more series and in one or more classes. The notes will be issued pursuant to an indenture of trust between the trust and the indenture trustee described in the related prospectus supplement. The notes will be denominated in U.S. Dollars or another currency as specified in the related prospectus supplement.

The prospectus supplement will describe the principal amount and the rate of interest that will be paid on the notes. The interest rate may be fixed for the full term of the notes, or the interest rate may be subject to periodic adjustment as described below.

Auction Rate Notes. A trust may issue classes of notes that bear interest at a rate determined by auction. The initial interest rate for these auction rate notes, or the method for determining the initial interest rate, will be described in the related prospectus supplement. The interest rates for the auction rate notes will be reset at the end of each interest period pursuant to the auction procedures.

The auction procedures are summarized and an example of an auction is included under "Description of the Notes — Auction rate notes."

Index rate notes. A trust may issue classes of notes that bear interest at a rate determined by reference to LIBOR, by reference to United States Treasury Securities, by reference to a commercial paper index or by reference to another index described in a prospectus supplement. These notes will bear interest at an initial rate described in the prospectus supplement. Thereafter, the interest rate for LIBOR rate notes will be determined periodically by reference to the designated LIBOR rate, the interest rate for treasury rate notes will be determined periodically by reference to the rate of interest paid on designated U.S. Treasury securities, the interest rate for commercial paper notes will be determined by reference to the designated commercial paper index and the interest rate for other index rate notes will be determined periodically by reference to the index described in a prospectus supplement. See "Description of the Notes — LIBOR rate notes" and "- Treasury rate notes" in this prospectus.

Accrual notes. A trust may issue one or more classes of accrual notes. Accrual notes will not be entitled to receive payments of interest during the designated accrual period. Instead, interest accrued on the accrual notes will be capitalized and added to their principal balance. The rate of interest to be accrued and the accrual period will be specified in the related prospectus supplement. See "Description of the Notes — Accrual notes" in this prospectus.

Original issue discount notes. A trust may issue classes of notes at a discount from the principal amount payable at maturity that pay no interest or interest at a rate that is below market rates at the time of issuance. The interest paid on these original issue discount notes, if any, and the yield to maturity of the original issue discount notes will be described in the related prospectus supplement. See "Description of the Notes — Original issue discount notes" in this prospectus.

Reset rate notes. A trust may issue notes the applicable currency and interest rate for which will be reset from time to time in a currency and at an interest rate determined using procedures described in the related prospectus supplement. See "Description of the Notes – Reset rate notes" in this prospectus.

Payments on the notes

The trustee will make payments of principal and interest due on the notes on behalf of each trust solely from the assets held by the trust. The assets of the trust will consist of a pool of student loans, payments made on the student loans and funds in accounts held by the trustee under the indenture. Interest and principal on the notes will be paid on the dates specified in the related prospectus supplement. The principal balance of the notes of each series will be payable in full on the stated maturity date, unless earlier redeemed or repaid as described in this prospectus or in the related prospectus supplement. Principal payments received on student loans will be used to make principal payments on the notes.

Use of principal receipts — the revolving period

The net proceeds from the offering of notes by a trust will be deposited into an Acquisition Fund to be used to purchase student loans on or before a specified date. If so provided in a prospectus supplement, a trust may use the principal payments that it receives on its student loans to purchase additional student loans for a period of time specified in the prospectus supplement. During this revolving period, the trust will pay interest on the notes as it becomes due. However, the trust will not make principal payments on the notes or redeem notes during the revolving period, except as provided in a prospectus supplement.

Optional Purchase

If provided in the applicable prospectus supplement, we may, at our option, purchase, or arrange for the purchase of, all remaining student loans owned by a trust on any distribution date when their pool balance is less than or equal to the percentage of the initial pool balance specified in the applicable prospectus supplement. The exercise of this purchase option will result in the early retirement of the notes issued by that trust. See "Description of the Notes – Sale of student loans held in trust estate" in this prospectus.

Mandatory Auction

If provided in the applicable prospectus supplement, the trustee will offer for sale all of the student loans remaining in a trust at the end of a collection period when their pool balance has been reduced to the percentage of the initial pool balance specified in the applicable prospectus supplement. An auction will occur only if we do not exercise our right to repurchase all of the student loans remaining in a trust. The auction of the student loans remaining in a trust will result in the early retirement of the notes issued by that trust. See "Description of the Notes – Sale of student loans held in trust estate" in this prospectus.

Redemption Provisions

Mandatory redemption. If so provided in the related prospectus supplement, if the proceeds from the sale of a series of notes are not used to purchase student loans within the period of time specified in a prospectus supplement, those remaining proceeds will be used to redeem notes. If so provided in the related prospectus supplement, the principal payments received on the student loans and, until the principal balance of the student loans reaches a specified minimum percentage of the principal balance of the outstanding notes, interest received on the student loans, after deducting all required payments, will be used to redeem the notes.

Optional redemption. If so provided in the related prospectus supplement, notes may be redeemed from interest payments received on student loans that are not needed to pay interest on the notes and the trust's expenses. In addition, if so provided in the related prospectus supplement, a trust may sell the student loans it acquires with the proceeds of the notes it issues for not less than their principal balance plus any unamortized premium and accrued interest and use the proceeds to redeem its outstanding notes.

Extraordinary optional redemption. If so provided in the related prospectus supplement, notes may be redeemed in our sole discretion if we determine that the rate of return on student loans has materially decreased or that the costs of administering a trust have placed unreasonable burdens upon that trust's ability to perform its obligations under the applicable indenture.

Partial redemption. If less than all of the notes of any series are to be redeemed, we will determine the classes of notes that will be redeemed. Generally, Class A notes will be redeemed before Class B notes. An indenture may provide for the issuance of Class C notes, and if so, Class B notes will be redeemed before Class C notes. However, we may have the option of redeeming some or all of the Class B notes before all of the Class A notes are redeemed, and may redeem some or all of the Class C notes before the Class A notes and Class B notes are redeemed, if the applicable trust's ratio of assets to liabilities exceeds levels specified in the related prospectus supplement. See "Description of the Notes — Notice and partial redemption of notes" in this prospectus.

Student loan assets

The student loans that comprise the assets of each trust will be held by the eligible lender trustee on behalf of the trust. The student loans will have been originated under the Federal Family Education Loan Program to pay costs incurred by students enrolled in qualified, accredited institutions of higher education.

Each trust will use the proceeds of its notes to purchase student loans pursuant to the terms of student loan purchase agreements. Principal payments on a trust's student loans may also be used to purchase additional student loans during a revolving period if so provided in the related prospectus supplement. The eligible lender trustee will first acquire the student loans on behalf of the depositor. The depositor will then direct that the student loans be sold and transferred to the Acquisition Fund of a trust.

The characteristics of the portfolio of student loans to be acquired by a trust with the proceeds of the notes of any series, and the characteristics of any existing portfolio held by the trustee for the trust, will be described in the related prospectus supplement.

Servicing and Administration

Servicing Agreements. Each trust will enter into a master servicing agreement under which the master servicer will arrange for and oversee the performance by one or more subservicers of its servicing obligations with respect to a trust's student loans. Each affiliated subservicer and any subservicer that services more than 10% of a trust's student loans will be described in the related prospectus supplement.

Administration Agreement. College Loan Corporation, as issuer administrator, will enter into an administration agreement with each trust, the Delaware trustee and the indenture trustee under which the issuer administrator will provide various notices and perform other administrative services required under the indenture and the trust agreement. The issuer administrator will receive an administration fee specified in the related prospectus supplement.

Student loan guarantees

The payment of principal and interest on all of the student loans that comprise the assets of a trust will be guaranteed by designated guarantee agencies and will be reinsured by the United States Department of Education pursuant to the Higher Education Act. This guarantee, however, is contingent upon compliance with a variety of regulations concerning origination and servicing of the loans. Failure to follow these regulations may result in the guarantee claim for a loan being denied.

Student loans disbursed prior to October 1, 1993 are fully guaranteed as to principal and accrued interest. Student loans first disbursed after October 1, 1993 and prior to July 1, 2006 are guaranteed as to 98% of principal and accrued interest. Student loans disbursed after July 1, 2006 are guaranteed as to 97% of principal and accrued interest, provided that all student loans first disbursed after October 1, 1993 and serviced by a servicer designated as an "Exceptional Performer" by the Department of Education, such student loans will be entitled to 99% reimbursement so long as that servicer retains its status as an Exceptional Performer.

The Higher Education Act provides that if the Secretary of Education determines that a guarantee agency is unable to meet its obligations to holders of loans, such as the trustee, then the holders may submit guarantee claims directly to the Department of Education. The Department of Education is required to pay the guarantee agency's full insurance obligation to the holders until the obligations are transferred to a new guarantee agency capable of meeting the obligations, or until a qualified successor guarantee agency assumes the obligations. Delays in receiving reimbursement could occur if a guarantee agency fails to meet its obligations.

Subordinated notes

The rights of the owners of Class B notes to receive payments of principal and interest will be subordinated to the rights of the owners of Class A notes issued by that trust to receive payments of principal and interest. The rights of the owners of any Class C notes issued by a trust to receive payments of principal and interest will be subordinated to the rights of the owners of Class B notes and Class A notes issued by that trust to receive payments of principal and interest. This subordination is intended to enhance the likelihood that the owners of more senior notes will regularly receive the full amount of payments of principal and interest due them and to protect the owners against losses.

Funds

The indenture governing the issuance of notes by a trust will create the following funds, unless otherwise described in the related prospectus supplement. Funds held by the trustee for one trust will not be available to pay the notes or expenses of another trust.

Acquisition Fund. Most of the proceeds from the issuance of a series of notes will be deposited into an Acquisition Fund. These funds will be used to acquire the student loans identified in the related prospectus supplement, and to pay certain costs related to the issuance of the notes.

If so provided in the prospectus supplement, a specified percentage of the proceeds will be deposited in a prefunding account in the Acquisition Fund. During the prefunding period, we will use funds in the prefunding account to purchase additional portfolios of student loans, to purchase serial loans, to originate consolidation loans and to add other loans to existing consolidation loans held by a trust, all to the extent provided in the related prospectus supplement. The prefunding period will begin on the date the notes are issued and end on the earlier of a date specified in the prospectus supplement or upon our determination that we are unable to acquire additional student loans.

Funds in the Acquisition Fund that are not used by a trust to acquire student loans will be used to make payments on the notes or to redeem notes issued by that trust as described in the related prospectus supplement.

Collection Fund. Funds received with respect to student loans will be deposited into a Collection Fund under an indenture. We also will deposit into the Collection Fund payments we receive under any credit enhancement facilities or derivative products. Generally, funds on deposit in the Collection Fund will be used to pay the fees and expenses of the trust and principal and interest on the notes issued by that trust. An indenture may provide for the establishment of a capitalized interest account in the Collection Fund, if so provided in the related prospectus supplement. If so provided in a prospectus supplement, principal payments that we receive on the student loans during a revolving period will be transferred from the Collection Fund to the Acquisition Fund and used to purchase additional student loans. Amounts in the Collection Fund will be transferred to the Reserve Fund to the extent necessary to restore the Reserve Fund to its required minimum balance, and any remaining amounts will be used in accordance with the terms of the indenture and as described in the related prospectus supplement.

Capitalized Interest Fund. An indenture may provide for the establishment of a Capitalized Interest Fund, as described in the related prospectus supplement. The Capitalized Interest Fund will be available for a specified period of time to provide liquidity requirements resulting from a portion of a trust's assets earning interest below the rate of interest borne by the related notes issued by the trust and transaction costs.

Reserve Fund. In connection with the issuance of each series of notes, a deposit may be made to a Reserve Fund in an amount specified in the related prospectus supplement. The Reserve Fund will be maintained at a balance specified in the related prospectus supplement from extra amounts in the Collection Fund. Moneys in the Reserve Fund will be used to pay the trust's operating expenses and interest on the notes if funds in the Collection Fund are insufficient to make those payments. A reserve fund insurance policy may be provided in lieu of a deposit of moneys to a Reserve Fund if so provided in a prospectus supplement.

Other Funds. The prospectus supplement for a trust will also describe any other funds or accounts to be established for a series of notes. These may include, for any series that contains reset rate notes, one or more accumulation accounts, supplemental interest funds, supplemental reserve funds, remarketing fee funds and funds for the deposit of amounts denominated in a currency other than U.S. Dollars.

Credit enhancement and derivative products

Credit enhancement for a series of notes may be established in the form of:

• insurance policies or surety bonds;

• subordination of certain classes or subclasses of notes;

• one or more reserve funds;

• overcollateralization;

• a capitalized interest fund; or

• letters of credit or credit or liquidity facilities.

If so provided in a prospectus supplement, a trust may enter into derivative products consisting of interest rate swaps, rate caps and rate ceilings to help minimize the risk to noteholders of adverse changes in interest rates, and other yield supplement agreements or similar yield maintenance arrangements. If notes are being sold in a foreign country, a trust also may enter into currency swaps, currency forwards and currency options to help minimize the risk to foreign noteholders of adverse changes in the exchange rate between the U.S. dollar and one or more foreign currencies. If a trust issues notes denominated in one currency which are backed by assets denominated in one or more other currencies, it may enter into currency swaps, currency forwards and currency options to help minimize the risk to noteholders of adverse changes in the relevant exchange rates.

Any credit enhancement or derivative product for a series of notes will be described in the related prospectus supplement. See "Description of Credit Enhancement and Derivative Products" in this prospectus.

Reports to noteholders

Periodic reports concerning the notes and the security for the notes will be provided to the noteholders. Those reports will not be reviewed by a certified public accounting firm. If notes are issued in book-entry form and registered in the name of Cede & Co., the nominee of The Depository Trust Company, then all reports will be provided to those entities which in turn will provide the reports to their eligible participants. Beneficial owners of notes will receive reports forwarded to them by those participants. See "Book-Entry Registration" in this prospectus.

Each trust will file with the SEC all periodic reports required under the Securities Exchange Act of 1934.

Federal income tax consequences

On the closing date of the issuance of a series of notes, tax counsel will deliver an opinion that the notes of that series will be treated as the trust's indebtedness and that the trust will not be characterized as an association or publicly traded partnership taxable as a corporation each for federal income tax purposes. See "Federal Income Tax Consequences" in this prospectus and "Certain Federal Income Tax Considerations" in the related prospectus supplement.

ERISA Considerations

A fiduciary of any employee benefit plan or other retirement plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, should carefully review with its legal advisors whether the plan's purchase or holding of any class of notes could give rise to a transaction prohibited or otherwise impermissible under ERISA or the Internal Revenue Code. See "ERISA Considerations" in the related prospectus supplement.

Risk Factors

           You should consider the following factors regarding your purchase of the notes.

The notes are not suitable investments for all
investors

           The notes are not a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment and the interaction of these factors.

Your notes are payable solely from the trust
estate and you will have no other recourse
against us

           Interest and principal on your notes will be paid solely from the funds and assets held in the trust estate created under the indenture. No insurance or guarantee of the notes will be provided by any government agency or instrumentality, by any affiliate of a trust, by any insurance company or by any other person or entity, except to the extent that credit enhancement is provided for a series or class of notes as described in the related prospectus supplement. Therefore, your receipt of payments on the notes will depend solely

• on the amount and timing of payments and collections on the student loans held in the trust estate and interest paid or earnings on the funds held in the accounts established pursuant to the related indenture;

• amounts on deposit in the Reserve Fund and other funds held in the related trust estate; and

• any form of credit enhancement described in the related prospectus supplement.

           You will have no additional recourse against any other party if those sources of funds for repayment of the notes are insufficient.

Failure to comply with loan origination and
servicing procedures for student loans may
result in loss of guarantee and other benefits

           The Higher Education Act and its implementing regulations require holders of student loans and guarantee agencies guaranteeing student loans to follow specified procedures in making and collecting student loans.

           Failure to follow the specified procedures, as a result of computer software errors or otherwise, may result in:

• the Department of Education's refusal to make insurance payments to the applicable guarantor or to make interest subsidy payments and special allowance payments on the student loans of a trust; or

• the guarantors' inability or refusal to make guarantee payments on the student loans of a trust.

           Each loan purchase agreement requires the seller to repurchase its loans if the representations and warranties made by the seller prove not to be true or if a claim for a loan is denied because of events occurring before the sale. However, a seller may not be financially able to repurchase loans if called upon to do so.

           If the Department of Education or a guaranty agency refused to pay a claim, that refusal would reduce the revenues of the trust and impair its ability to pay principal and interest on your notes.

If the master servicer or any servicer fails to
comply with the Department of Education's
third-party servicer regulations, payments on
your notes could be adversely affected

           The Department of Education regulates each servicer of federal student loans. Under these regulations, a third-party servicer, including the master servicer or any servicer, is jointly and severally liable with its client lenders for liabilities to the Department of Education arising from its violation of applicable requirements. In addition, if the master servicer or any servicer fails to meet standards of financial responsibility or administrative capability included in the regulations, or violates other requirements, the Department of Education may fine the master servicer or any servicer and/or limit, suspend, or terminate the master servicer's or servicer's eligibility to contract to service federal student loans. If a master servicer or any servicer were so fined or held liable, or its eligibility were limited, suspended, or terminated, its ability to properly service the student loans and to satisfy its obligation to purchase student loans with respect to which it has breached its representations, warranties or covenants could be adversely affected. In addition, if the Department of Education terminates a master servicer's or any servicer's eligibility, a servicing transfer will take place and there may be delays in collections and temporary disruptions in servicing. Any servicing transfer may temporarily adversely affect payments to you.

Bankruptcy or insolvency of College Loan LLC,
College Loan Corporation or a seller of student
loans could result in payment delays or
reductions

           College Loan LLC will be the depositor of each trust and College Loan LLC or College Loan Corporation will sell to each trust all of the loans acquired by the trust with the proceeds of the notes. If College Loan LLC or College Loan Corporation seeks relief under the bankruptcy or related laws, a bankruptcy court could attempt to consolidate each trust's assets into the bankruptcy estate of College Loan LLC or College Loan Corporation. If that occurs, you can expect delays in receiving payments on your notes and even a reduction in payments on your notes.

           We have taken steps to structure each loan purchase by the trust or the depositor from a seller as a "true sale" under law. A true sale helps to establish that the loans would not continue to be the property of the seller if the seller becomes bankrupt or insolvent. If a court disagrees with this position, we could experience delays in receiving payments on its student loans and you could then expect a delay in receiving payments on your notes or even a reduction in payments on your notes. A court could also subject the student loans to a superior tax or government lien arising before the sale of the student loans to a trust.

           If student loans are purchased from a bank and the bank becomes insolvent, it would become subject to receivership by the Federal Deposit Insurance Corporation. In that case, the FDIC could treat the transfer of the student loans as a secured loan rather than as a sale. If that were to happen, we would have only a security interest in the student loans and could experience delays in receiving payments with respect to those loans. In addition, the FDIC may seek a release of the loans to itself, as receiver, which would accelerate and prepay the "loan."

Bankruptcy or insolvency of a master servicer or
any servicer could result in payment delays to
you

           In the event of a default by a master servicer or any servicer resulting from events of insolvency or bankruptcy, a court, conservator, receiver or liquidator may have the power to prevent the trustee or the noteholders from appointing a master servicer or successor servicer and delays in collections in respect of the student loans may occur. Any delay in the collections of student loans may delay payments to you.

You may incur losses or delays in payment on
your notes if borrowers default on their student
loans

           For a variety of economic, social and other reasons, all the payments that are actually due on student loans may not be made. Borrowers' failures to make timely payments of the principal and interest due on the loans will affect the revenues of the trust estate for a trust, which may reduce the amounts available to pay principal and interest due on the notes.

In general, a guarantee agency reinsured by the Department of Education will guarantee 98% (97% for loans first disbursed on and after July 1, 2006) of each student loan not serviced by a servicer designated as an Exceptional Performer by the Department of Education. As a result, if a borrower of a student loan defaults, the trust will experience a loss of approximately 2% (or 3%) of the outstanding principal and accrued interest on each of the defaulted loans. The trust does not have any right to pursue the borrower for the remaining unguaranteed portion. If any credit enhancement described in the related prospectus supplement is not sufficient, you may suffer a delay in payment or a loss on your investment.

The indenture trustee may be
forced to sell the loans at a
loss after an event of default

           Generally, if an event of default occurs under an indenture, certain noteholders may authorize the indenture trustee to sell a trust's student loans. However, the indenture trustee may not find a purchaser for the student loans or the market value of the student loans plus other assets in the trust estate might not equal the principal amount of outstanding notes plus accrued interest. Competition currently existing in the secondary market for loans made under the Federal Family Education Loan Program also could be reduced, resulting in fewer potential buyers of the trust's student loans and lower prices available in the secondary market for those loans. You may suffer a loss if the indenture trustee is unable to find purchasers willing to pay prices for a trust's student loans sufficient to pay the principal amount of the notes plus accrued interest.

Some liens would be given priority
over your notes which could cause a
loss in your investment or delayed payments

           A tax or governmental lien (or other liens imposed under applicable state or federal law, including, without limitation, a lien in favor of the Internal Revenue Service or Pension Benefit Guaranty Corporation) on the property of a trust, the depositor or another seller may arise before the origination or acquisition of student loans, or before a trust pledges its student loans under the indenture. Such a lien would have priority over your interest in those student loans and as a result, payments to you could be delayed or reduced.

The rate of payments on student loans may affect
the maturity and yield of your notes

           Student loans may be prepaid at any time without penalty. If a trust receives prepayments on its student loans, those amounts will be used to make principal payments on notes as described in the related prospectus supplement, which could shorten the average life of each class of its notes. Factors affecting prepayment of loans include general economic conditions, prevailing interest rates and changes in the borrower's job, including transfers and unemployment. Refinancing opportunities which may provide more favorable repayment terms, including those offered under consolidation loan programs like the federal direct consolidation loan program, also affect prepayment rates. There is insufficient information available to be able to estimate the rate of prepayment with respect to the student loans in any trust estate.

           Scheduled payments with respect to, and the maturities of, student loans may be extended as authorized by the Higher Education Act. Also, periods of forbearance or refinancings through consolidation loans having longer maturities may lengthen the remaining term of the loans and the average life of each class of notes. You will bear entirely any reinvestment risks resulting from a faster or slower incidence of prepayment of loans.

           The rate of principal payments to you on the notes and the yield to maturity of the notes will be directly related to the rate of payments of principal on the student loans each trust acquires. Changes in the rate of prepayments may significantly affect your actual yield to maturity, even if the average rate of principal prepayments is consistent with your expectations. In general, the earlier a prepayment of principal of a loan, the greater the effect on your yield to maturity. The effect on your yield as a result of principal payments occurring at a rate higher or lower than the rate anticipated by you during the period immediately following the issuance of the notes will not be offset by a subsequent like reduction, or increase, in the rate of principal payments.

The characteristics of the portfolio of student
loans held in the trust estate may change

           If so provided in a prospectus supplement, a trust may issue several series of notes at different times and use the proceeds to add additional student loans to the trust estate. The prospectus supplement for a series of notes will describe the characteristics of the applicable trust's student loan portfolio at that time. However, the actual characteristics of the loans in a trust's portfolio will change from time to time due to factors such as repayment of the loans in the normal course of business, purchase of additional loans during a prefunding period or revolving period, amendments to the Higher Education Act, sales or exchanges of student loans, or the occurrence of delinquencies or defaults on the student loans. A portfolio of student loans acquired previously by us is not necessarily indicative of future performance of student loans held by a trust.

           A trust's cash flow, and its ability to make payments due on your notes will be reduced to the extent interest is not currently payable on our student loans. The borrowers on most student loans are not required to make payments during the period in which they are in school and for certain authorized periods after graduation as described in the Higher Education Act. The Department of Education will make all interest payments while payments are deferred under the Higher Education Act on certain of the student loans. For all other student loans, interest generally will be capitalized and added to the principal balance of the loans. The trust estate will consist of student loans for which payments are deferred as well as student loans for which the borrower is currently required to make payments of principal and interest. The proportions of the loans in our portfolio for which payments are deferred and currently in repayment will vary during the period that the notes are outstanding.

The inability of the depositor or a
servicer to meet its repurchase
obligation may result in losses on your notes.

           Under some circumstances, a trust has the right to require the depositor or a servicer to purchase or provide a substitute for a student loan held by the trust. This right arises generally if a breach of the representations, warranties or covenants of the depositor or a servicer, as applicable, has a material adverse effect on the student loan and if the breach is not cured within the applicable cure period. We cannot guarantee that the depositor or a servicer will have the financial resources to make a purchase or substitution. In this case, you will bear any resulting loss.

Student loans are unsecured and the ability of
the guarantee agencies to honor their guarantees
may become impaired

           The Higher Education Act requires that all student loans be unsecured. As a result, the only security for payment of the student loans held in each trust estate are the guarantees provided by the guarantee agencies.

           A deterioration in the financial status of a guarantee agency and its ability to honor guarantee claims on defaulted student loans could delay or impair the guarantee agency's ability to make claims payments to the trustee. The financial condition of a guarantee agency can be adversely affected if it submits a large number of reimbursement claims to the Department of Education, which results in a reduction of the amount of reimbursement that the Department of Education is obligated to pay the guarantee agency. The Department of Education may also require a guarantee agency to return its reserve funds to the Department of Education upon a finding that the reserves are unnecessary for the guarantee agency to pay its program expenses or to serve the best interests of the federal student loan program. The inability of any guarantee agency to meet its guarantee obligations could reduce the amount of principal and interest paid to you as the owner of the notes or delay those payments past their due date.

           If the Department of Education has determined that a guarantee agency is unable to meet its guarantee obligations, the loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guaranty claim amount due with respect thereto. See "Description of the Guarantee Agencies" in this prospectus. However, the Department of Education's obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education's making the determination that a guarantee agency is unable to meet its guarantee obligations. The Department of Education may not ever make this determination with respect to a guarantee agency and, even if the Department of Education does make this determination, payment of the guarantee claims may not be made in a timely manner.

Payment offsets by guarantee agencies or the
Department of Education could prevent the trust
from paying you the full amount of the principal
and interest due on your notes

           The eligible lender trustee may use the same Department of Education lender identification number for student loans in a trust as it uses for other student loans it holds on behalf of other trusts established by College Loan LLC. If so, the billings submitted to the Department of Education and the claims submitted to guarantee agencies will be consolidated with the billings and claims for payments for student loans under other trusts using the same lender identification number. Payments on those billings by the Department of Education as well as claim payments by the applicable guarantee agencies will be made to the eligible lender trustee, or to the servicer on behalf of the eligible lender trustee, in lump sum form. Those payments must be allocated by the eligible lender trustee among the various trusts that reference the same lender identification number.

           If the Department of Education or a guarantee agency determines that the eligible lender trustee owes it a liability on any student loan held in any trust (whether or not a part of the trust estate relating to your notes) the Department or the applicable guarantee agency may seek to collect that liability by offsetting it against payments due to the eligible lender trustee in respect of the student loans pledged to secure your notes. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of funds available to the trust and thus the trust's ability to pay you principal and interest on your notes.

Commingling of payments on student
loans could prevent the trust from paying
you the full amount of the principal and
interest due on your notes

           Payments received on a trust's student loans generally are deposited into an account in the name of the subservicer each business day. However, payments received on a trust's student loans will not be segregated from payments the subservicer receives on other student loans it services. Such amounts are transferred to the trustee for deposit into the related Collection Fund several times each month. Prior to the transfer of such funds, the subservicer may invest those funds for its own account and at its own risk. If the subservicer is unable to transfer such funds to the trustee, noteholders may suffer a loss.

Principal of the student loans may amortize
faster because of incentive programs

           The student loans purchased by a trust may be subject to various borrower incentive programs. Any incentive program that effectively reduces borrower payments or principal balances on trust student loans may result in the principal amount of trust student loans amortizing faster than anticipated.

If a trust cannot purchase student loans, it will
pay principal on or redeem notes

           We will use the proceeds of the notes sold by a trust to acquire student loans. A trust may also use principal payments on its student loans to purchase additional student loans during a revolving period, if so provided in the related prospectus supplement. If the student loan purchases are not completed, or if a trust is not able to use note proceeds to purchase student loans that meet its requirements, the trust will use those amounts to pay principal on or to redeem your notes as provided in the related prospectus supplement.

A secondary market for your notes may not
develop, and this could diminish their value

           Each series of notes will be a new issue without an established trading market. Unless indicated otherwise for a series of notes, we do not intend to list any series of notes on any national exchange. As a result, we cannot assure you that a secondary market for the notes will develop, and therefore it may be difficult for you to resell your notes at the time and at a price you desire. If a secondary market does not develop, the spread between the bid price and the asked price for the notes may widen, thereby reducing the net proceeds to you from the sale of your notes.

Congressional actions may affect a trust's
student loan portfolio

           The Department of Education's authority to provide interest subsidies and federal insurance for loans originated under the Higher Education Act terminates on a date specified in the Higher Education Act. The Deficit Reduction Act of 2005 extended the authorization for the Federal Family Education Loan Program to loans made on or before September 30, 2012. While Congress has consistently extended the effective date of the Higher Education Act and the Federal Family Education Loan Program, it may elect not to reauthorize the Department's ability to provide interest subsidies and federal insurance for loans. While this failure to reauthorize would not affect the student loans a trust then owned, it would reduce the number of loans available for purchase in the future.

           Funds for payment of interest subsidies and other payments under the Federal Family Education Loan Program are subject to annual budgetary appropriation by Congress. Federal budget legislation has in the past contained provisions that restricted payments made under the Federal Family Education Loan Program to achieve reductions in federal spending. Future federal budget legislation may adversely affect expenditures by the Department of Education, and the financial condition of the guarantee agencies.

           Congressional amendments to the Higher Education Act or other relevant federal laws, and rules and regulations promulgated by the Secretary of Education, may adversely impact holders of student loans. For example, changes might be made to the rate of interest paid on student loans, to the level of insurance provided by guarantee agencies or to the servicing requirements for student loans. See "Description of the Federal Family Education Loan Program" and "Description of the Guarantee Agencies" in this prospectus.

Competition created by the Federal Direct
Student Loan Program could adversely affect the
availability of student loans, the cost of servicing,
the value of student loans and prepayment
expectations

           In 1992, Congress created the Federal Direct Student Loan Program. Under this program, the Department of Education makes student loans directly to student borrowers through the educational institutions they attend. This program could result in reductions in the volume of student loans made under the Federal Family Education Loan Program and available to us for purchase. This reduced volume may cause a master servicer or servicer to experience increased costs due to reduced economies of scale. These cost increases could reduce the ability of the servicer to satisfy its obligations to service the student loans. This could also reduce revenues received by the guarantee agencies available to pay claims on defaulted student loans. The Department of Education has implemented a direct consolidation loan program, which may further reduce the volume of student loans available for purchase and may increase the rate of repayment of student loans. We refer you to "Description of the Federal Family Education Loan Program" in this prospectus.

The Class B and Class C notes are subordinated
to the Class A notes

           A trust may issue one or more series of notes, in one or more classes. Payments of interest and principal on Class B notes are subordinated in priority of payment to payments of interest and principal due on Class A notes. An indenture may also provide for the issuance of Class C notes which will be subordinated in priority of payment to payments of interest and principal due on Class B notes. Class B notes and Class C notes are subordinated to Class A notes, and Class C notes are also subordinate to Class B notes, as to the direction of remedies upon an event of default. Consequently, holders of Class B notes and Class C notes may bear a greater risk of losses or delays in payment than holders of Class A Notes. As a result, the Class C notes and Class B notes will be very sensitive to losses on the student loans and the timing of those losses. If you are a holder of a Class B note or a Class C note, if the actual rate and amount of losses on the student loans exceeds your expectations and any available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than you anticipate, and you could suffer a loss.

           Failure to pay interest due on any Class B notes or Class C notes issued under an indenture will not constitute an event of default so long as any Class A notes issued under that indenture are outstanding. Similarly, failure to pay interest due on any Class C notes issued under an indenture will not constitute an event of default so long as any Class B notes issued under that indenture are outstanding.

A trust may issue additional notes secured by the
same trust estate

           A trust may issue additional series of notes, in one or more classes if so provided in the related prospectus supplement. The proceeds from the sale of such additional notes will be used to acquire additional student loans, and the additional student loans together with the existing student loans will secure all series of notes issued by the same trust. Those additional notes may be issued without the consent or approval of the owners of any notes then outstanding and may be on a parity with or subordinate to any Class A notes and senior to, on a parity with or subordinate to Class B or Class C notes issued by the trust. However, before issuing additional notes, a trust must receive written evidence from each rating agency then rating any outstanding notes of that trust that the rating or ratings will not be reduced or withdrawn as a result of the issuance of the proposed additional notes. See "Additional Notes" in this prospectus.

Different rates of change in interest rate indexes
may affect a trust's cash flow

           The interest rates on your notes may fluctuate from one interest period to another in response to changes in LIBOR rates, Treasury security rates, commercial paper rates or other rate indexes, or as a result of the auction procedures described in this prospectus, as specified in the related prospectus supplement. The student loans that will be purchased with the proceeds from the sale of notes bear interest at fixed or floating rates, which are generally based upon the bond equivalent yield of the 91 day Treasury Bill rate or upon a three month commercial paper rate, in each case plus a stated margin. See "Description of the Federal Family Education Loan Program" in this prospectus. If there is a decline in the rates payable on student loans a trust acquires, the amount of funds representing interest deposited into the Collection Fund may be reduced. If the interest rates payable on notes issued by a trust do not decline in a similar manner and time, the trust may not have sufficient funds to pay interest on its notes when it becomes due. Even if there is a similar reduction in the rates applicable to the notes, there may not necessarily be a reduction in the other amounts required to be paid out of the trust estate, such as administrative expenses, causing interest payments to be deferred to future periods. Sufficient funds may not be available in future periods to make up for any shortfalls in the current payments of interest on the notes or expenses of the trust estate.

The notes may be issued only in book-entry form

           Usually, each class of notes of any series will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company, or for non-U.S. dollar denominated rates, the applicable foreign equivalent, and will not be registered in your name or the name of your nominee. If we elect to issue definitive notes registered in the name of the holder in connection with the sale of a class or series of notes, that election will be contained in the related prospectus supplement. Unless and until definitive securities are issued, holders of the notes will not be recognized by the trustee as registered owners as that term is used in the indenture. Until definitive securities are issued, holders of the notes will only be able to exercise the rights of registered owners indirectly through The Depository Trust Company or the applicable foreign equivalent and their respective participating organizations. See "Book-Entry Registration" in this prospectus.

The ratings of the notes are not a
recommendation to purchase and may change

           It is a condition to issuance of the notes that they be rated as indicated in the related prospectus supplement. Ratings are based primarily on the creditworthiness of the underlying student loans, the level of subordination, the amount of credit enhancement and the legal structure of the transaction. The ratings are not a recommendation to you to purchase, hold or sell any class of notes inasmuch as the ratings do not comment as to the market price or suitability for you as an investor. An additional rating agency may rate the notes, and that rating may not be equivalent to the initial rating described in the related prospectus supplement. Ratings may be lowered or withdrawn by any rating agency if in the rating agency's judgment circumstances so warrant. A lowered rating is likely to decrease the price a subsequent purchaser will be willing to pay you for your notes.

Borrowers of student loans are subject to a
variety of factors that may adversely affect their
repayment ability

           Collections on the student loans during a monthly collection period may vary greatly in both timing and amount from the payments actually due on the student loans for that monthly collection period for a variety of economic, social and other factors.

           Failures by borrowers to pay timely the principal and interest on their student loans or an increase in deferments or forbearances could affect the timing and amount of available funds for any monthly collection period and the ability to pay principal and interest on your notes. In addition, originators of student loans may, from time to time, offer incentive programs to borrowers. Generally, under these programs, the interest rate on a borrower's student loan is reduced if the borrower timely pays a specified number of consecutive student loan payments. The effect of these factors, including the effect on the timing and amount of available funds for any monthly collection period and the ability to pay principal and interest on your notes is impossible to predict.

The principal amount of the notes outstanding
may exceed the principal amount of the assets in
the trust estate, which could result in losses on
your notes if there was a liquidation

           We expect to acquire student loans from amounts in the acquisition fund at premiums exceeding the principal amount of such student loans. Therefore, the principal amount of notes outstanding at any time may exceed the principal amount of student loans and other assets in the trust estate held by the trustee under the indenture. If an event of default occurs and the assets in the trust estate are liquidated, the student loans would have to be sold at a premium for the subordinated noteholders and possibly the senior noteholders to avoid a loss. We cannot predict the rate or timing of accelerated payments of principal or the occurrence of an event of default or when the aggregate principal amount of the notes may be reduced to the aggregate principal amount of the student loans.

           Payment of principal and interest on the notes is dependent upon collections on the student loans. If the yield on the financed student loans does not generally exceed the interest rate on the notes and expenses relating to the servicing of the financed student loans and administration of the indenture, the trust may have insufficient funds to repay the notes.

If the trustee is forced to sell loans after an event
of default, there could be losses on your notes

           Generally, during an event of default, the trustee is authorized with certain noteholder consent to sell the student loans. However, the trustee may not find a purchaser for the student loans. Also, the market value of the student loans plus other assets in the trust estate might not equal the principal amount of notes plus accrued interest. The competition currently existing in the secondary market for loans made under the FFEL program also could be reduced, resulting in fewer potential buyers of the FFELP loans and lower prices available in the secondary market for those loans. There may be even fewer potential buyers for those loans, and therefore lower prices available in the secondary market. You may suffer a loss if the trustee is unable to find purchasers willing to pay sufficient prices for the student loans.

Less than all of the holders can approve
amendments to the indenture or waive defaults
under an indenture

           Under an indenture, holders of specified percentages of the aggregate principal amount of the notes may amend or supplement provisions of such indenture and the notes and waive events of defaults and compliance provisions without the consent of the other holders. You have no recourse if the holders vote and you disagree with the vote on these matters. The holders may vote in a manner which impairs the ability to pay principal and interest on your notes. Also, so long as senior notes are outstanding, the holders of subordinate notes will not have the right to approve certain amendments, or exercise certain rights under an indenture.

Rating agencies can permit certain actions to be
taken without your approval

           Each indenture provides that the trust and the trustee may undertake various actions based upon receipt by the trustee of confirmation from the rating agencies that the outstanding ratings assigned by such rating agencies to the notes are not thereby impaired. Such actions include, but are not limited to, amendments to an indenture, the issuance of additional notes and the execution by the trust of interest rate exchange agreements. To the extent such actions are taken after issuance of your notes, you will be relying on the evaluation by the rating agencies of such actions and their impact on credit quality.

The trust may enter into derivative products
which could result in delays in payment or losses
on your notes if the counterparty fails to make
its payments

           Under an indenture, the trust may enter into derivative products if certain requirements are met, including the requirement that the rating agencies will not reduce or withdraw the ratings on any notes. Derivative products carry risks relating to the credit quality of the counterparty and the enforceability of the derivative products.

Special Note Regarding Forward Looking Statements

           Statements in this prospectus and the prospectus supplement, including those concerning expectations as to our ability to purchase eligible student loans, to structure and to issue competitive securities, and certain of the information presented in this prospectus and the prospectus supplement, constitute forward looking statements, which represent the expectations and beliefs of College Loan LLC about future events. Actual results may vary materially from expectations. For a discussion of the factors which could cause actual results to differ from expectations, please see the caption entitled "Risk Factors" in this prospectus and in the prospectus supplement.

Formation of the Trusts

The Trusts

           Each trust may be established as a Delaware statutory trust pursuant to a trust agreement by and between College Loan LLC and a Delaware trustee. Each trust will issue notes in one or more series, and in one or more classes. The trust agreement will limit the operations of a trust to the following activities:

• acquire, hold, manage and sell student loans, other assets of the trust and any proceeds therefrom;

• issue notes;

• enter into derivative products and credit enhancement facilities;

• make payments of principal and interest on the notes; and

• engage in any incidental or related activities.

           Each trust will have only nominal initial capital.

           The notes will be issued pursuant to an indenture of trust and any supplemental indenture of trust described in the related prospectus supplement that each trust will enter into with the trustee. The notes will represent indebtedness of the issuing trust only, secured by the assets of that trust.

           In addition, the trust agreement for each trust will prohibit a trust from taking certain actions, including but not limited to:

• combining, consolidating or merging with or into any other person, converting into an entity that is not a Delaware statutory trust, reorganizing the trust in a jurisdiction other than Delaware or, to the fullest extent permitted by applicable law, dissolving, liquidating or transferring substantially all of its assets;

• becoming or holding itself out as being liable for the debts of any other person, or holding out its credit as being available to satisfy the obligations of any other person;

• pledging and assets of the trust (except pursuant to an indenture or other documents entered into with respect to the issuance of a series of notes), lending or advancing any money to any other person or endorsing or otherwise becoming contingently liable for, or paying from its funds, the obligations or indebtedness of any other person; and

• making an investment in or for the benefit of, any other person.

           Each trust will be a special purpose, bankruptcy remote entity. The trust agreement establishing each trust will prohibit a trust from taking or authorizing any bankruptcy action. Under the trust agreement, a bankruptcy action means:

• commencing any case, proceeding or other action or filing a petition under any existing or future bankruptcy, insolvency or similar law seeking:

• to adjudicate the trust as bankrupt or insolvent; or

• to have an order for relief entered with respect to the trust, or

• reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to the trust or its debts;

• consenting to the institution of bankruptcy or insolvency proceedings against the trust;

• seeking or consenting to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the trust or a substantial part of its property;

• except as required by law, admitting its inability to pay its debts generally as they become due;

• failing generally to pay the debts of the trust as such debts become due within the meaning of the Federal Bankruptcy Code, as determined by a relevant bankruptcy court;

• making a general assignment for the benefit of creditors; or

• authorizing, taking any action in furtherance of, consenting to or acquiescing in any of the foregoing or any similar action or other proceedings under any United States Federal or state bankruptcy or insolvency or similar law on behalf of, or with respect to the trust, or in connection with any obligations relating to a trust's notes.

           The eligible lender trustee will acquire legal title to the student loans on behalf of each trust and will enter into a guarantee agreement with each of the guarantee agencies for the student loans. The eligible lender trustee must qualify as an "eligible lender" under the Higher Education Act and the guarantee agreements. The eligible lender trustee will use the proceeds from the sale of notes to purchase student loans on behalf of the related trust.

           Following the acquisition of student loans, the assets of a trust will include:

• student loans purchased with the proceeds from the issuance of the notes, legal title to which will be held by the eligible lender trustee;

• revenues, consisting of all principal and interest payments, proceeds, charges and other income the trustee receives on account of any student loan, including interest benefit payments and any special allowance payments with respect to any student loan, and investment income from all funds created under the indenture, and any proceeds from the sale or other disposition of the student loans;

• all moneys and investments held in the funds created under the indenture;

• rights under any loan purchase agreement and servicing agreement, including the right to require any seller or servicer to repurchase student loans or to substitute student loans under certain circumstances; and

• any other property described in the related prospectus supplement, including any credit enhancement for the notes and rights to receive payments under derivative product agreements.

           The trust agreement establishing each trust may be amended by a written instrument signed by the Delaware trustee and the depositor, provided that:

• the Delaware trustee and the depositor receive a legal opinion indicating that the amendment will not materially adversely affect the interests of the Delaware trustee or the noteholders, taken as a whole; or

• each rating agency confirms that such amendment will not cause a withdrawal, downgrade or qualification of the then-current rating of the trust's notes.

Acquisition of student loans

           The eligible lender trustee will purchase student loans originated under the Federal Family Education Loan Program from "eligible lenders" under the Higher Education Act pursuant to the terms of student loan purchase agreements. The eligible lender trustee will first acquire the student loans on behalf of the depositor, which will direct that the student loans be sold and transferred to the Acquisition Fund of a trust. The student loan purchase agreements will identify the portfolio of student loans to be purchased and will specify the purchase price to be paid for those loans. Each seller will be obligated under the student loan purchase agreement to deliver each student loan note and related documentation to the master servicer or a subservicer as custodial agent for the trustee, and to deliver the instruments of transfer for the student loans as necessary for a valid transfer of the loans.

           Each seller will make representations, warranties and covenants with respect to the student loans sold pursuant to its respective student loan purchase agreement, including the following:

• each student loan has been duly executed and delivered and constitutes the legal, valid and binding obligation of the maker and the endorser, if any, thereof, enforceable in accordance with its terms;

• the seller is the sole owner and holder of each student loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances;

• each student loan to be sold under the student loan purchase agreement is either insured or guaranteed;

• the seller and any servicer have each exercised and will continue until the scheduled sale date to exercise due diligence and reasonable care in making, administering, servicing and collecting the student loans; and

• the seller, or the lender that originated a student loan, has reported the amount of origination fees, if any, authorized to be collected with respect to the student loan pursuant to Section 438(c) of the Higher Education Act to the Secretary of the Department of Education for the period in which the fee was authorized to be collected; and the seller, or originating lender, has made any refund of an origination fee collected in connection with any loan that may be required pursuant to the Higher Education Act.

           At the request of the issuer administrator or trustee, each seller will be obligated to repurchase any student loan purchased from the seller if:

• any representation or warranty made or furnished by the seller in or pursuant to its respective student loan purchase agreement will prove to have been materially incorrect as to the student loan;

• the Secretary of the Department of Education or a guarantee agency, as the case may be, refuses to honor all or part of a claim filed with respect to a student loan, including any claim for interest subsidy, special allowance payments, insurance, reinsurance or guarantee payments on account of any circumstance or event that occurred prior to the sale of the loan to the trust; or

• on account of any wrongful or negligent act or omission of the seller or its servicing agent that occurred prior to the sale of a student loan, a defense that makes the student loan unenforceable is asserted by a maker or endorser, if any, of the student loan with respect to his or her obligation to pay all or any part of the student loan.

           Upon the occurrence of any of the conditions set forth above and upon request by the issuer administrator or trustee, the seller will be required to pay to the trustee an amount equal to the then-outstanding principal balance of the student loan, plus the percentage of premium paid in connection with the purchase of the loan and interest and special allowance payments accrued and unpaid with respect to the student loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred in connection with the loan and arising out of the reasons for the repurchase.

           Each transfer of student loans to a trust will be structured to constitute a "true sale" of the student loans. Upon each issuance of a series of notes, the depositor will receive an opinion of counsel that, subject to various facts, assumptions and qualifications, the applicable seller's transfer of the student loans to the depositor would be characterized as a "true sale" and the student loans and related proceeds would not be property of the applicable seller under applicable insolvency laws. The depositor will also represent and warrant that each sale of student loans to a trust is a valid sale of those loans. In addition, the depositor, the trustee, the eligible lender trustee and each trust will treat the conveyance of the student loans as a sale. The depositor and each seller will take all actions that are required so the eligible lender trustee will be treated as the legal owner of the student loans.

The Depositor

           College Loan LLC (the "Depositor"), a Delaware limited liability company that is owned by College Loan Corporation and one of its subsidiaries, may be the Depositor under each trust agreement and may own all the equity interests in each trust upon the date of issuance of each series of notes. The Depositor has been structured as a bankruptcy-remote, special purpose entity. Its limited liability company agreement contains certain limitations, including restrictions on the nature of the Depositor ‘s business and a restriction on the Depositor ‘s ability to commence a voluntary case or proceeding under any insolvency law without the prior unanimous affirmative vote of all its managers, including its independent managers.

The Sponsor and Issuer Administrator

           College Loan Corporation, a California corporation (the "issuer administrator" or "CLC"^®), will serve as issuer administrator for each trust pursuant to an administration agreement. The issuer administrator will provide certain administrative services to the trust, the trustee, the eligible lender trustee and the Delaware trustee, including, among other things:

• administering accounting and financial reporting activities of the trust;

• preparing operating budgets, statistical reports and cash flow projections to the extent required by the indenture; and

• providing certain notices and performing certain other administrative obligations required by the indenture and the trust agreement.

           College Loan Corporation is a national student loan company offering Federal Family Education Loan Program loans (Stafford, Plus and Consolidation loans) and non-federal loans (commonly referred to as alternative or private loans) to eligible applicants in all 50 states and the District of Columbia. CLC specializes in providing one-on-one counseling to families searching for the best way to pay for college. CLC works with more than 1,000 colleges and universities. CLC's school marketing team works directly with school financial aid offices to provide a high level of service to students and their families. Additionally, CLC's consumer marketing team works directly with eligible consumers to facilitate the completion of student loan applications.

Background

           College Loan Corporation's headquarters is located at 16855 West Bernardo Drive, Suite 100, San Diego, California 92127. CLC occupies a total of approximately 117,000 square feet of office space including a data center to maintain CLC's software applications, including those proprietary software applications developed by College Loan Corporation.

           College Loan Corporation makes higher education possible through innovative loan products and industry-leading customer service. CLC's student loan advice line offers expert loan consultants available 24 hours a day, 7 days a week. CLC currently employs more than 630 full-time employees including 13 executives, 30 managers, 190 sales representatives and 160 loan processors and customer service representatives.

Business Model

           CLC's business model is focused on superior service to customers (schools and borrowers). To best achieve this objective, CLC performs certain core functions in-house. CLC's superior one-on-one counseling guides applicants through the complete loan application process. The initial functions related to qualifying a loan applicant, securing a valid application and following up to verify completeness are all performed in-house. The expertise of outside service providers (loan originators and servicers) is used once these initial functions are completed to perform the subsequent loan origination steps.

Use of Industry Experts

           Since inception, College Loan Corporation has had all training materials, marketing literature and marketing scripts reviewed by in-house and outside legal counsel. Legal counsel has provided advice regarding these materials and all significant contracts negotiated with industry business partners.

Servicing and Administration of the Student Loans

           College Loan Corporation, CLC Servicing or another party described in a prospectus supplement will enter into a master servicing agreement with each trust under which such entity as the master servicer will arrange for and oversee the servicing of a trust's student loans by one or more subservicers pursuant to one or more subservicing agreements, as described in the related prospectus supplement. The prospectus supplement will also describe any other master servicer of a trust's student loans, any affiliated subservicer and any subservicer that services more than 10% of a trust's student loans. The following is a summary of the material terms of the master servicing agreement.

The master servicing agreement

           Each trust will enter into a master servicing agreement with the master servicer that will continue until the earliest of:

• the termination of the indenture;

• the early termination after material default by the master servicer as provided for in the master servicing agreement; or

• the student loans serviced under the master servicing agreement are paid in full.

           Under the terms of the master servicing agreement, if the master servicer fails or refuses to perform in a material fashion and has not cured or corrected its default, then the trust may terminate the master servicer's rights under the agreement and appoint a successor master servicer which shall succeed to all the obligations under the master servicing agreement, subject to a confirmation in writing by each rating agency then rating the trust's notes.

           Master servicer duties

           The master servicer will arrange for and oversee the performance of any subservicers with respect to a trust's student loans. As described in a prospectus supplement, the master servicer will enter into a subservicing agreement with each subservicer pursuant to which each subservicer will:

• service the trust's student loans in such a manner so as to maintain the guarantee in full force at all times;

• exercise "due diligence" as that term is defined in the Higher Education Act in the servicing, administration and collection of all student loans;

• prepare and mail directly to the borrower all required statements, notices, disclosures and demands;

• retain records of contacts, follow-ups, collection efforts and correspondence regarding each student loan;

• maintain a complete and separate file for the student loans of each borrower which shall provide accounting for all transactions related to individual student loans;

• process all deferments and forbearances;

• process all address changes and update address changes accordingly;

• at all times identify the issuing entity as the beneficial owner, the eligible lender trustee as the titleholder and identify the trustee as a party which maintains a security interest in the student loans;

• as permitted by the Higher Education Act, take all steps necessary to file a claim for loss with the appropriate guarantor;

• provide data as required by any guarantor;

• retain all documents received by the master servicer, the trust, the depositor or the issuer administrator pertaining to each education loan, in accordance with applicable requirements;

• establish a third-party lockbox account into which borrowers will make all loan payments; and

• provide such other services as subservicers customarily provide and deem appropriate.

           Payments on student loans

           Except as described in a prospectus supplement, each business day payments received on a trust's student loans generally will be deposited into a lockbox account at an insured depository institution in the name of the subservicer. Payments received on a trust's student loans will not be segregated from payments received on other student loans serviced by the subservicer.

           Master servicer fees

           For each trust, the master servicer will receive a servicing fee for each period in an amount specified in the related prospectus supplement. The master servicer will also receive any other administrative fees, expenses and similar charges specified in the related prospectus supplement. The servicing fee may consist of:

• a specified annual percentage of the pool balance;

• a unit amount based on the number of accounts and other activity or event related fees;

• any combination of these; or

• any other formulation described in the related prospectus supplement.

           The servicing fee may also include specified amounts payable to the master servicer for tasks it performs. The servicing fee, including any unpaid amounts from prior distribution dates, will have a payment priority over a trust's notes, to the extent specified in the applicable prospectus supplement.

           Master servicer default

           A default under the master servicing agreement will consist of any failure or refusal to perform in any material fashion any portion of the master servicing agreement, including any failure to perform or observe in any material respect any covenants or agreements contained therein. Upon the occurrence of any default, the master servicer will have the right to cure such default within 90 days of receipt of written notice of such default. Any failure to service a student loan in accordance with the Higher Education Act that causes such student loan to be denied the benefit of any applicable guarantee is not a material breach under the master servicing agreement so long as the guarantee on such loan is reinstated or a trust receives payment of the principal balance and accrued interest on such student loan in accordance with the master servicing agreement. In cases where the obligations the trustee is seeking to enforce are based on a violation of the Higher Education Act, a finding by the Department of Education that the Higher Education Act was violated may be required prior to the trustee being able to enforce the agreement.

           Rights upon default

           As long as a default remains unremedied, the issuing entity may terminate all the rights and obligations of the master servicer. Following a termination, a successor master servicer appointed by the issuing entity will succeed to all the responsibilities, duties and liabilities of the master servicer under the master servicing agreement and will be entitled to similar compensation arrangements. The compensation may not be greater than the servicing compensation to the master servicer under the master servicing agreement, unless the compensation arrangements will not result in a downgrade or withdrawal of the then-current ratings of the notes.

           Statements as to Compliance

           The master servicing agreement will require the master servicer and every subservicer to deliver to each trust and trustee an annual compliance report and a certificate signed by an authorized officer of such servicer stating that, to the officer's knowledge, the servicer has fulfilled its obligations under the applicable servicing agreement. If there has been a material default, the officer's certificate will describe that default. The master servicer has agreed to notify the trustee and the eligible lender trustee of servicer defaults under the master servicing agreement or a subservicing agreement. The statements of compliance will include, to the extent applicable for a particular servicer, assessments of compliance regarding:

• general servicing criteria such as maintenance of policies and procedures both internally as well as oversight of third party servicers for servicing the underlying assets in accordance with Department of Education requirements;

• cash collection and administration;

• periodic remittances and reporting; and

• administration of the student loan assets in the pool.

           The master servicing agreement will also require the master servicer and every subservicer to engage a firm of independent public accountants to furnish to the trust and the trustee an annual report attesting to the certification by the master servicer or subservicer as to the compliance assessments described above. The accounting firm will base its report on its examination of various documents and records and on appropriate accounting and auditing procedures.

           These reports and certificates will be attached as exhibits to a trust's annual report filed with the SEC on Form 10-K. You may obtain copies of these reports and certificate by sending a written request to the issuer administrator.

The administration agreement

           The trust, the trustee, the eligible lender trustee and the Delaware trustee will enter into an administration agreement with CLC, as issuer administrator. Under the administration agreement, the issuer administrator will provide various notices and other administrative services required by the indenture and the trust agreement, including:

• providing instructions to the issuer and the eligible lender trustee with respect to the administration of the student loans;

• furnishing to the issuing entity, the trustee or the eligible lender trustee copies of reports received with respect to the student loans, and preparing such additional reports with respect to the student loans, as the issuing entity or the eligible lender trustee may reasonably request from time to time and any related federal income tax reporting; and

• preparing and delivering notice to the noteholders of the removal of the trustee and the appointment of a successor trustee, providing other notices and performing other administrative services required by the indenture and the trust agreement.

           The issuer administrator will receive compensation for providing such services as specified in the related prospectus supplement. Before each distribution date, the issuer administrator will prepare and provide to the trustee and eligible lender trustee as of the end of the preceding collection period, a statement containing the information specified in the indenture for the notes.

           The issuer administrator is not required to take any action unless it is instructed to do so by the Delaware trustee or the depositor with respect to matters it reasonably judges to be "non-ministerial," including:

• amending certain trust related agreements;

• initiating actions, claims or lawsuits other than those in the ordinary course to collect amounts owed from the student loans;

• appointing successor issuer administrators, successor Delaware trustees or successor trustees;

• removing the Delaware trustee or the trustee; and

• the amendment, change or modification of the administration 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 student loans or (b) materially reduce the underwriting standards with respect to the student loans

           CLC may resign as issuer administrator upon 60 days' written notice, provided that no resignation will become effective until a successor issuer administrator has assumed CLC's duties under the administration agreement and the rating agencies confirm that the appointment of a successor issuer administrator will not result in a downgrade or withdrawal of the ratings then applicable to the notes.

           Issuer administrator default

           An issuer administrator default under the administration agreement will consist of:

• the issuer administrator's failure to perform any of its duties under the administration agreement and the failure to cure such non-performance within 10 days after receipt of notice, or, if such default cannot be cured in such time, the failure to give, within 10 days, such assurance of cure as is reasonably satisfactory to the trust; or

• the occurrence of an event of bankruptcy involving the issuer administrator.

           An event of bankruptcy means:

• 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; or

• a court having jurisdiction 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 or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official.

           Rights upon issuer administrator default

           As long as any issuer administrator default remains unremedied, the issuing entity may terminate all the rights and obligations of the issuer administrator. Following the termination of the issuer administrator, a successor issuer administrator will be appointed by the issuing entity, with the consent of the Delaware trustee and the eligible lender trustee, and upon receipt of a confirmation that the appointment of such successor issuer administrator will not result in a downgrade or withdrawal of the ratings then applicable to the notes. The successor issuer administrator will succeed to all the responsibilities, duties and liabilities of the issuer administrator under the administration agreement. The successor issuer administrator will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the issuer administrator, and no other issuer administrator default other than that appointment has occurred, the bankruptcy trustee or official may have the power to prevent the trust from effecting the transfer.

           Statements as to Compliance

           The administration agreement will require the issuer administrator to deliver to the trust and trustee an annual compliance report and a certificate signed by an authorized officer of the issuer administrator stating that, to the officer's knowledge, the issuer administrator has fulfilled its obligations under the administration agreement. If there has been a material default, the officer's certificate will describe that default.

           The administration agreement will also provide that a firm of independent public accountants will furnish to each trust and the trustee an annual report attesting to the issuer administrator's certification as to compliance with the terms of the administration agreement. The accounting firm will base its report on its examination of various documents and records and on appropriate accounting and auditing procedures.

           You may obtain copies of these reports and certificate by sending a written request to the issuer administrator.

Description of the Notes

           The following description of the notes is only a summary of their principal terms. It is not complete. You should refer to the provisions of the indenture for a complete description of the terms of the notes. Definitions of some of the terms used in this description can be found in the Glossary of Terms appearing at page 123 of this prospectus.

           Classes of notes will have a stated principal amount or notational amount and will bear interest at a specified rate or may be entitled to principal distributions with disproportionately low, nominal or no interest distributions; interest distributions with disproportionately low, nominal or no principal distributions; distributions based on a combination of components; or distributions limited to collections from a designated portion of assets in the related trust fund.

Fixed rate notes

           The fixed rate notes will have a stated maturity set forth in the applicable prospectus supplement. The notes will bear interest from the date and at the rate per annum specified in the applicable prospectus supplement. The dates on which the holders of fixed rate notes will receive payments of principal and interest will be specified in the applicable prospectus supplement. Interest due on fixed rate notes for any accrual period generally will be determined on the basis of a 360-day year consisting of twelve 30-day months.

Auction rate notes

           The auction rate notes will have a stated maturity set forth in the applicable prospectus supplement and will bear interest at the rate per annum specified in the prospectus supplement through the first auction date. The interest period for auction rate notes will initially consist of a number of days set forth in the applicable prospectus supplement. The interest rate for the auction rate notes will be reset on interest rate adjustment dates specified in the applicable prospectus supplement at the interest rate determined pursuant to the auction procedures described below, but the rate will not exceed the maximum auction rate per annum set forth in the applicable prospectus supplement. Interest on the auction rate notes will accrue daily and will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days or 365 days as specified in the prospectus supplement. Interest on the auction rate notes will be payable on the first business day following the expiration of each interest period for the notes, and principal on the auction rate notes will also be payable as specified in the applicable prospectus supplement.

           Determination of note interest rate. The procedures that will be used in determining the interest rates on the auction rate notes are summarized in the following paragraphs.

           The interest rate on each class of auction rate notes will be determined periodically on interest rate determination dates specified in the applicable prospectus supplement by means of a "Dutch Auction." In this Dutch Auction, investors and potential investors submit orders through an eligible broker-dealer as to the principal amount of auction rate notes they wish to buy, hold or sell at various interest rates. The broker-dealers submit their clients' orders to the auction agent. The auction agent processes all orders submitted by all eligible broker-dealers and determines the interest rate for the upcoming interest period. The broker-dealers are notified by the auction agent of the interest rate for the upcoming interest period and are provided with settlement instructions relating to purchases and sales of auction rate notes. Auction rate notes will be purchased and sold between investors and potential investors at a price equal to their then-outstanding principal balance plus any accrued interest.

           In the auction, the following types of orders may be submitted:

• "bid/hold orders" — specify the minimum interest rate that a current investor is willing to accept in order to continue to hold auction rate notes for the upcoming interest period;

• "sell orders" — an order by a current investor to sell a specified principal amount of auction rate notes, regardless of the upcoming interest rate; and

• "potential bid orders" — specify the minimum interest rate that a potential investor, or a current investor wishing to purchase additional auction rate notes, is willing to accept in order to buy a specified principal amount of auction rate notes.

           If an existing investor does not submit orders with respect to all its auction rate notes, the investor will be deemed to have submitted a hold order at the new interest rate for that portion of the auction rate notes for which no order was received.

           A broker dealer may submit orders in auctions for its own accounts. Any broker dealer submitting an order for its own account in any auction will have an advantage over other bidders in that it would have knowledge of other orders placed through it in that auction (but it would not have knowledge of orders submitted by other broker dealers, if any). As a result of the broker-dealer bidding, the auction clearing rate may be higher or lower than the rate that would have prevailed if the broker dealer had not bid. A broker dealer may also bid in order to prevent what would otherwise be a failed auction or an auction clearing at a rate that the broker dealer believes does not reflect the market rate for such securities at the time of the auction. A broker dealer may also encourage additional or revised bidding in order to prevent an "all hold" auction.

           The following example helps illustrate how the auction procedures are used in determining the interest rate on the auction rate notes.

(a) Assumptions:

1. Denominations (Units)
2. Interest period
3. Principal amount outstanding = $50,000
= 28 days
= $50 Million (1000 Units)

(b) Summary of all orders received for the auction

Bid/Hold Orders

20 Units at 2.90%
60 Units at 3.02%
120 Units at 3.05%
200 Units at 3.10%
200 Units at 3.12%
600 Units      Sell Orders

100 Units Sell
100 Units Sell
200 Units Sell
400 Units Potential Bid Orders

  40 Units at 2.95%
  60 Units at 3.00%
100 Units at 3.05%
100 Units at 3.10%
100 Units at 3.11%
100 Units at 3.14%
200 Units at 3.15%
700 Units

           The total units under bid/hold orders and sell orders always equal the issue size (in this case 1000 units).

(c) Auction agent organizes orders in ascending order

Order Number	Number Of Units	Cumulative Total (Units)	Percent	Order Number	Number Of Units	Cumulative Total (Units)	Percent
1.	20(W)	20	2.90%	7.	200(W)	600	3.10%
2.	40(W)	60	2.95%	8.	100(W)	700	3.10%
3.	60(W)	120	3.00%	9.	100(W)	800	3.11%
4.	60(W)	180	3.02%	10.	200(W)	1000	3.12%
5.	100(W)	280	3.05%	11.	100(L)		3.14%
6.	120(W)	400	3.05%	12.	200(L)		3.15%

(W) Winning Order   (L) Losing Order

           Order #10 is the order that clears the market of all available units. All winning orders are awarded the winning rate (in this case, 3.12%) as the interest rate for the next interest period, at the end of which another auction will be held. Multiple orders at the winning rate are allocated units on a pro rata basis. Regardless of the results of the auction, the interest rate will not exceed the maximum rate specified in the applicable prospectus supplement.

           The example assumes that a successful auction has occurred, that is, that all sell orders and all bid/hold orders below the new interest rate were fulfilled. However, there may be insufficient potential bid orders to purchase all the auction rate notes offered for sale. In these circumstances, the interest rate for the upcoming interest period will equal the maximum rate. Also, if all the auction rate notes are subject to hold orders (i.e., each holder of auction rate notes wishes to continue holding its auction rate notes, regardless of the interest rate), the interest rate for the upcoming interest period will equal the all hold rate specified in the related prospectus supplement.

           If a payment default has occurred, the rate will be the non-payment rate specified in the related prospectus supplement.

           Maximum rate and interest carry-overs. If the auction rate for a class of auction rate notes is greater than the maximum rate described in the indenture, then the interest rate applicable to those auction rate notes will be the maximum rate. The maximum rate will be described in a prospectus supplement, and generally will be the least of the LIBOR rate for a comparable period plus a margin, the interest rate on specified U.S. Treasury Securities plus a margin, of the interest rate on financial commercial paper for a comparable period plus a margin, the maximum rate permitted by law or the net loan rate, which is based on the weighted average return on the student loans held by the trust, less certain expenses and losses realized on the student loans.

           If the interest rate for a class of auction rate notes is set at the net loan rate, interest will be carried over for that class of auction rate notes in an amount equal to the difference between the least of the auction rate and the other interest rates included in the maximum rate calculation and the net loan rate. The carry-over amount will bear interest calculated at the one-month LIBOR rate, until paid. The carry-over amount, and interest accrued thereon, for a class of auction rate notes will be paid by the trustee on the date of defeasance of the auction rate notes or an interest payment date if there are sufficient moneys in the Collection Fund to pay all interest due on the notes on that interest payment date, and in the case of subordinate notes, payment of the interest carry-over on more senior notes. Any carry-over amount, and any interest accrued on the carry-over amount, due on any auction rate note which is to be redeemed will be paid to the registered owner on the redemption date to the extent that moneys are available. Any carry-over amount, and any interest accrued on that carry-over amount, which is not yet due and payable on a date on which an auction rate note is to be redeemed will be canceled and will not be paid.

           The interest to be paid on auction rate notes will not exceed the maximum rate described in the related prospectus supplement.

           Changes in auction period. As specified in the related prospectus supplement, we may, from time to time, change the length of the auction period for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the auction period and the interest rate borne by the auction rate notes. The auction period adjustment will take effect only if the auction agent receives orders sufficient to complete the auction for the new auction period.

           Changes in the auction date. The applicable broker-dealer, with our written consent, may specify a different auction date for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an auction date for the auction rate notes.

Index rate notes

           Each class of index rate notes will bear interest at an annual rate determined by reference to an interest rate index, plus or minus any spread, and multiplied by any spread multiplier, specified in the related prospectus supplement. The applicable prospectus supplement will designate the interest rate index for an index rate note. The index may be based on LIBOR, a commercial paper rate, a U.S. 91-day treasury bill rate, the CMT rate, the federal funds rate, the Prime Rate or the European Interbank Offered Rate (EURIBOR). The index rate notes will be dated their date of issuance and will have the stated maturity set forth in the related prospectus supplement.

           Index rate notes also may have either or both of the following:

• a maximum limitation, or ceiling, on its interest rate, and

• a minimum limitation, or floor, on its interest rate.

           In addition to any prescribed maximum interest rate, the interest rate applicable to any class of index rate notes will in no event be higher than any maximum rate permitted by law.

           Each trust that issues a class of index rate notes will appoint a calculation agent to calculate interest on that class. The applicable prospectus supplement will identify the calculation agent, which may be the issuer administrator, the eligible lender trustee or the indenture trustee for that series. In the absence of manifest error, all determinations of interest by the calculation agent will be conclusive for all purposes and binding on the holders of the index rate notes.

           For any class of notes that bears interest at a LIBOR-based rate, interest due for any accrual period generally will be determined on the basis of an Actual/360 day year. The applicable day-count basis for other index rate notes will be determined in accordance with prevailing market conventions and existing market conditions, but generally will be limited to the following accrual methods:

• "30/360" which means that interest is calculated on the basis of a 360-day year consisting of twelve 30-day months;

• "Actual/360" which means that interest or any other relevant factor is calculated on the basis of the actual number of days elapsed in a year of 360 days;

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

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

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

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

• where the number of days in the relevant accrual period is equal to or shorter than the determination period during which such accrual period ends, the number of days in such accrual period divided by the product of (A) the number of days in such determination period and (B) the number of distribution dates that would occur in one calendar year; or

• where the accrual period is longer than the determination period during which the accrual period ends, the sum of:

(1) the number of days in such accrual period falling in the determination period in which the accrual period begins divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year; and

(2) the number of days in such accrual period falling in the next determination period divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year;

where "determination period" means the period from and including one calculation date to but excluding the next calculation date and "calculation date" means, in each year, each of those days in the calendar year that are specified in the related prospectus supplement as being the scheduled distribution dates.

LIBOR rate notes

           The LIBOR rate notes will be dated their date of issuance and will have a stated maturity set forth in the applicable prospectus supplement. Interest on the LIBOR rate notes will be paid in arrears on each distribution date. The distribution date for the LIBOR rate notes will be the business day specified in the prospectus supplement following the end of the interest accrual period for the notes specified in the prospectus supplement. The amount of interest payable to registered owners of LIBOR rate notes for any interest accrual period will be calculated on the basis of a 360-day year for the number of days actually elapsed. The interest rate will be the LIBOR rate for the interest accrual period for the notes plus the margin specified in the related prospectus supplement. Principal on the LIBOR rate notes will be payable as specified in the applicable prospectus supplement.

           The interest rate payable on the LIBOR rate notes may be subject to limitations described in the related prospectus supplement.

           If so provided in the related prospectus supplement, a trust may enter into a LIBOR note derivative product agreement. Under the terms of the agreement, the counterparty will pay to the trust the excess, if any, of the LIBOR rate for the notes over the adjusted student loan rate as provided by the terms of the agreement. The trustee will use those funds to make interest payments on the notes at the LIBOR rate. If such payments are made by the counterparty, the counterparty will become entitled to reimbursement from money remaining in the Collection Fund on any distribution date after payment of interest and principal due on the notes and, if necessary, replenishment of the Reserve Fund to the required minimum balance.

           CMT rate notes. If the notes bear interest based on the Treasury constant maturity rate (the "CMT Rate"), the CMT Rate for any relevant interest rate determination date will be the rate displayed on the applicable Designated CMT Moneyline Telerate Page shown below by 3:00 p.m., New York City time, on that interest rate determination date under the caption "…Treasury Constant Maturities…Federal Reserve Board Release H.15…Mondays Approximately 3:45 p.m.," under the column for:

• If the Designated CMT Moneyline Telerate Page is 7051, the rate on that interest rate determination date; or

• If the Designated CMT Moneyline Telerate Page is 7052, the average for the week, the month or the quarter, as specified on the related prospectus supplement, ended immediately before the week in which the related interest rate determination date occurs.

           The following procedures will apply if the CMT Rate cannot be determined as described above:

• If the rate described above is not displayed on the relevant page by 3:00 p.m., New York City time on that interest rate determination date, unless the calculation is made earlier and the rate is available from that source at that time on that interest determinate date, then the CMT Rate will be the Treasury constant maturity rate having the designated index maturity, as published in H.15(519) or another recognized electronic source for displaying the rate.

• If the applicable rate described above is not published in H.15(519) or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time on that interest rate determination date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, for the index maturity and with reference to the relevant interest rate determination date, that is published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury and that the issuer administrator determine to be comparable to the rate formerly displayed on the Designated CMT Moneyline Telerate Page shown above and published in H.15(519).

• If the rate described in the prior paragraph cannot be determined, then the issuer administrator will determine the CMT Rate to be a yield to maturity based on the average of the secondary market closing offered rates as of approximately 3:30 p.m., New York City time, on the relevant interest rate determination date reported, according to their written records, by leading primary United States government securities dealers in New York City. The issuer administrator will select five such securities dealers and will eliminate the highest and lowest quotations or, in the event of equality, one of the highest and lowest quotations, for the most recently issued direct noncallable fixed rate obligations of the United States Treasury ("Treasury Notes") with an original maturity of approximately the designated index maturity and a remaining term to maturity of not less than the designated index maturity minus one year in a representative amount.

• If the issuer administrator cannot obtain three Treasury Note quotations of the kind described in the prior paragraph, the issuer administrator will determine the CMT Rate to be the yield to maturity based on the average of the secondary market bid rates for Treasury Notes with an original maturity longer than the designated CMT index maturity which have a remaining term to maturity closest to the designated CMT index maturity and in a representative amount, as of approximately 3:30 p.m., New York City time, on the relevant interest rate determination date of leading primary United States government securities dealers in New York City. In selecting these offered rates, the issuer administrator will request quotations from at least five such securities dealers and will disregard the highest quotation (or if there is equality, one of the highest) and the lowest quotation. If two Treasury Notes with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, the issuer administrator will obtain quotations for the Treasury Note with the shorter remaining term to maturity. If three or four but not five leading primary United States government securities dealers are quoting as described in the prior paragraph, then the CMT Rate for the relevant interest rate determination date will be based on the average of the bid rates obtained and neither the highest nor the lowest of those quotations will be eliminated. If fewer than three leading primary United States government securities dealers selected by the issuer administrator are quoting as described in the prior paragraph, the CMT Rate will remain the CMT Rate then in effect on that interest rate determination date.

           Federal funds rate notes. If the notes bear interest based on the federal funds rate (the "Federal Funds Rate"), the Federal Funds Rate for any relevant interest rate determination date will be the rate for U.S. dollar Federal funds, as published in H.15(519) for that day opposite the caption "Federal Funds (Effective)" or any successor publication, published by the Board of Governors of the Federal Reserve System. If such rate is not published in the relevant H.15(519) for any day, the rate for such day shall be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged prior to 9:00 a.m., New York City time, on that day by each of four leading brokers in such transactions located in New York City selected by the issuer administrator. The Federal Funds Rate for each Saturday and Sunday and for any other that is not a business day shall be the Federal Funds Rate for the preceding business day as determined above.

           Prime rate notes. If the notes bear interest based on the prime rate (the "Prime Rate"), the Prime Rate for any relevant interest rate determination date is the prime rate or base lending rate on that date, as published in H.15(519), prior to 3:00 p.m., New York City time, on that interest rate determination date under the heading "Bank Prime Loan."

           The issuer administrator will observe the following procedures if the Prime Rate cannot be determined as described above:

• If the rate described above is not published in H.15(519) prior to 3:00 p.m., New York City time, on the relevant interest rate determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Prime Rate will be the rate for that interest rate determination date, as published in H.15 Daily Update or another recognized electronic source for displaying such rate opposite the caption "Bank Prime Loan."

• If the above rate is not published in either H.15(519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on the relevant interest rate determination date, then the issuer administrator will determine the Prime Rate to be the average of the rates of interest publicly announced by each bank that appears on the Reuters Screen designated as "USPRIME1" as that bank's prime rate or base lending rate as in effect on that interest rate determination date.

• If fewer than four rates appear on the Reuters Screen USPRIME1 page on the relevant interest rate determination date, then the Prime Rate will be the average of the prime rates or base lending rates quoted, on the basis of the actual number of days in the year divided by a 360-day year, as of the close of business on that interest rate determination date by three major banks in New York City selected by the issuer administrator.

• If the banks selected by the issuer administrator are not quoting as mentioned above, the Prime Rate will remain the prime rate then in effect on that interest rate determination date.

           CP rate notes. Interest on the CP rate notes will be paid as described in the related prospectus supplement. Interest on the CP rate notes will be adjusted daily on each day within any accrual period in the manner described in the related prospectus supplement. For each Saturday, Sunday or other non-business day, the commercial paper rate will be the rate in effect for the immediately preceding business day.

           The commercial paper rate will be for any relevant interest rate determination date prior to each related interest rate change date, the Bond Equivalent Yield, set forth below, of the rate for 90-day commercial paper, as published in H.15(519) prior to 3:00 p.m., New York City time, on that interest rate determination date under the heading "Commercial Paper—Financial." If the rate described above is not published in H.15(519) by 3:00 p.m., New York City time, on that interest rate determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the commercial paper rate will be the Bond Equivalent Yield of the rate on the relevant interest rate determination date, for commercial paper having the index maturity specified on the remarketing terms determination date, as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading "Commercial Paper—Financial."

           The bond equivalent yield will be calculated as follows:

N * D * 100
Bond Equivalent Yield = 360 - (D * 90)

where "D" refers to the per annum rate determined as set forth above, quoted on a bank discount basis and expressed as a decimal, and "N" refers to 365 or 366, as applicable.

           "H.15(519)" means 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" means 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.

           GBP-LIBOR rate notes. Interest on the GBP-LIBOR rate notes will be paid as described in the related prospectus supplement. GBP-LIBOR, for any accrual period, will be the London interbank offered rate for deposits in Pounds Sterling having the specified maturity commencing on the first day of the accrual period, which appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related GBP-LIBOR determination date. If an applicable rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in Pounds Sterling, having the specified maturity and in a principal amount of not less than £1,000,000 are offered at approximately 11:00 a.m. London time, on that GBP-LIBOR determination date, to prime banks in the London interbank market by the reference banks. The issuer administrator will request the principal London office of each reference bank to provide a quotation of its rate. If the reference banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the reference banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by prime banks in London, selected by the issuer administrator, at approximately 11:00 a.m. London time, on that GBP-LIBOR determination date, for loans in Pounds Sterling to leading European banks having the specified maturity and in a principal amount of not less than £1,000,000. If the banks selected as described above are not providing quotations, GBP-LIBOR in effect for the applicable accrual period will be GBP-LIBOR for the specified maturity in effect for the previous accrual period.

           EURIBOR rate notes. Interest on the EURIBOR rate notes will be paid as described in the related prospectus supplement. Three-month EURIBOR, for any accrual period, is the Euro interbank offered rate for deposits in Euros having a maturity of three months, commencing on the first day of the accrual period which appears on Telerate Page 248 as of 11:00 a.m. Brussels time, on the related EURIBOR determination date. If an applicable rate does not appear on Telerate Page 248, the rate for that day will be determined on the basis of the rates at which deposits in Euros, having the applicable maturity and a principal amount of not less than €1,000,000, are offered at approximately 11:00 a.m., Brussels time on that EURIBOR determination date, to prime banks in the Euro-zone interbank market by the reference banks. The issuer administrator will request the principal Euro-zone office of each reference bank to provide a quotation of its rate. If the reference banks provide at least two quotations, the rate for the day will be the arithmetic mean of the quotations. If the reference banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the issuer administrator, at approximately 11:00 a.m. Brussels time, on that EURIBOR determination date, for loans in Euros to leading European banks having the applicable maturity and in a principal amount of not less than €1,000,000. If the banks selected as described above are not providing quotations, three-month EURIBOR in effect for the applicable accrual period will be three-month EURIBOR in effect for the previous accrual period.

           For this purpose:

• "EURIBOR determination date" means, for each accrual period, the day that is two Settlement Days before the beginning of that accrual period.

• "Settlement Day" means any day on which TARGET (the Trans-European Automated Real-time Gross Settlement Express Transfer System) is open which is also a day on which banks in New York City are open for business.

• "Telerate Page 248" means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

• "Reference Banks" means four major banks in the Euro-zone interbank market selected by the issuer administrator.

Original issue discount notes

           Original issue discount notes will have a stated maturity set forth in the applicable prospectus supplement. The notes will be issued at a discount from the principal amount payable at maturity. The notes may have a "zero coupon" and currently pay no interest, or may pay interest at a rate that is below market rates at the time of issuance. For original issue discount notes, all or some portion of the interest due will accrue during the life of the note and be paid only at maturity or upon earlier redemption. Upon redemption or optional purchase, the amount payable on an original issue discount note will be determined as described under the heading "Description of the Notes — Redemption Price." Each holder of an original issue discount note will be required to include in current income a ratable portion of the original issue discount, even though the holder may not receive any payment of interest during the period. See "Federal Income Tax Consequences — Taxation of interest income of registered owners."

Accrual notes

           Accrual notes will be entitled to payments of accrued interest commencing only on the interest payment date, or under the circumstances specified in the related prospectus supplement. Prior to the time interest is payable on any class of accrual notes, the amount of accrued interest will be added to the note principal balance thereof on each interest payment date. The principal balance of the accrual notes will begin to be paid from available funds received with respect to the student loans after the date that accrued interest is no longer being added to the principal balance of the notes. Accrued interest for each interest payment date will be equal to interest at the applicable interest rate accrued for a specified period (generally the period between interest payment dates) on the outstanding note principal balance thereof immediately prior to such interest payment date.

The Reset Rate Notes

           General. The related prospectus supplement will describe the currency and interest rate initially applicable for each class of reset rate notes. From time to time, the currency and interest rate for the notes will be reset using the procedures described below. We refer to each initial reset date, together with each date thereafter on which a class of reset rate notes may be reset with respect to the currency and interest rate mode, as a "reset date" and each period in between the reset dates as a "reset period."

           Interest. Interest on each class of reset rate notes during each reset period will accrue and be payable either:

• at an index interest rate (see "—Index rate notes," above), in which case such reset rate notes are said to be in index rate mode;

• at a auction rate, in which case such reset rate notes are said to be in auction rate mode; or

• at a fixed interest rate, in which case such reset rate notes are said to be in fixed rate mode.

           During the initial reset period for each class of reset rate notes, interest will be payable on each distribution date at the interest rates described in a related prospectus supplement.

           Unless otherwise specified in the prospectus supplement, interest on a class of reset rate notes during any reset period when they bear a fixed rate of interest will accrue daily and will be computed based on:

• If a class of reset rate notes is denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

• If a class of reset rate notes is denominated in a currency other than U.S. Dollars, generally, the actual/actual (ISMA) accrual method as described above under "—Index rate notes," or such other day count convention as may be set forth in a related remarketing terms determination date notice and in the related prospectus supplement.

           Interest on a class of reset rate notes during any reset period when they bear an index rate of interest based on three-month LIBOR will accrue daily and will be computed based on the actual number of days elapsed and a 360 day year. Interest on a series of reset rate notes, during any reset period when such series of reset rate notes bears interest at an auction rate, will be calculated on the basis of the actual number of days elapsed in the related auction period divided by 365 or 366, as the case may be. Interest on a class of reset rate notes during any reset period when they bear a floating rate of interest based on LIBOR, EURIBOR or another index, may be computed on a different basis and use a different interval between interest rate determination dates.

           Except for the initial accrual period, an accrual period during any reset period when any class of reset rate notes bears interest at a floating rate of interest, including both U.S. Dollar and non-U.S. Dollar denominated notes, will begin on the last applicable quarterly distribution date and end on the day before the next applicable quarterly distribution date. An accrual period during any reset period when either series of reset rate notes bears interest at an auction rate will begin on an auction rate distribution date (except with respect to the initial interest accrual period for such reset period, which will begin on the applicable reset date) and end on (and include) the day before the next related auction rate distribution date. Accrual periods when a class of reset rate notes is denominated in U.S. Dollars and bears interest at a fixed rate will begin generally on the 25^th day of the month of the immediately preceding quarterly distribution date and end on the ^24th day of the month of the then-current quarterly distribution date, or as otherwise specified in the related prospectus supplement. Accrual periods and distribution dates for payments of interest during any reset period when a class of reset rate notes bears a fixed rate of interest and is denominated in a currency other than U.S. Dollars may be monthly, quarterly, semi-annual or annual, as specified in the related prospectus supplement and, with respect to a remarketing, in the related remarketing terms determination date notice.

           Principal. In general, payments of principal will be made or allocated to any class of reset rate notes on each quarterly distribution date in the amount and payment priorities as set forth in the related prospectus supplement. During any reset period, a class of reset rate notes may be structured not to receive payments of principal until the end of the reset period. See " — Index Rate Mode" and " — Fixed Rate Mode" below.

           Reset Dates. All reset dates will occur on a quarterly distribution date. Each reset period will be no less than three months and will always end on a quarterly distribution date, as determined by the remarketing agents, in consultation with the issuer administrator, in connection with the establishment of each reset period. However, no reset period may end after the quarterly distribution date which is the final legal maturity date for the applicable class of reset rate notes.

           The applicable currency and interest rate on each class of reset rate notes will be reset as of its applicable reset date as determined by:

• the remarketing agents, in consultation with the issuer administrator, with respect to the length of the reset period, the currency, i.e., U.S. Dollars, Pounds Sterling, Euros or another currency, whether the rate is fixed, auction or floating and, if floating, the applicable interest rate index, the day-count convention, the applicable interest rate determination dates, the interval between interest rate change dates during each accrual period and the related reset rate notes all hold rate, if applicable; and

• the remarketing agents with respect to the determination of the applicable fixed rate of interest, auction rate or spread to the chosen interest rate index, as applicable.

           The spread will be determined in the manner described below for each reset period.

           In the event that a class of reset rate notes is reset to pay (or continues to pay) in a currency other than U.S. Dollars, the reset rate notes are said to be in foreign exchange mode. In such case, the issuer administrator will arrange, on behalf of the trust, for currency swap agreements to hedge, in whole or in part, against the currency exchange risks that result from the required payment to the reset rate noteholders in a currency other than U.S. Dollars and, together with the remarketing agents, for selecting one or more eligible swap counterparties.

           In the event that a class of reset rate notes is reset to bear a fixed rate of interest, auction rate or a floating rate based upon an index other than LIBOR or the commercial paper rate and the remarketing agents, in consultation with the issuer administrator, determine that entering into a swap agreement with respect to such class of notes would be in the best interests of the trust estate based on current market conditions, the issuer administrator will be responsible for arranging one or more swap agreements to hedge the basis risk that results from the payment of a fixed rate of interest, auction rate or interest based on an index other than LIBOR or a commercial paper rate on such class of reset rate notes and, together with the remarketing agents, for selecting one or more eligible swap counterparties. No swap agreement may be entered into unless the trustee receives a rating confirmation from each rating agency then rating the notes that the swap agreement will not adversely affect the ratings on any of the notes.

           The issuer administrator and the remarketing agents, in determining the counterparty to any swap agreement, will solicit bids from at least three counterparties and will select the lowest of these bids to provide the swap agreement. If the lowest bidder specifies a notional amount that is less than the outstanding principal amount of the related class of reset rate notes, the issuer administrator and the remarketing agents may select more than one counterparty, but only to the extent that such additional counterparties have provided the next lowest received bid or bids, and enter into more than one swap agreement to fully hedge the then outstanding principal balance of that class of reset rate notes.

           In exchange for providing a payment under a swap agreement for the applicable class of reset rate notes, the related counterparty will be entitled to receive on each quarterly distribution date, a payment from the trust estate in an amount, as determined from the bidding process described above, which satisfies the rating agency condition.

           Absent a failed remarketing, holders that wish to be repaid on a reset date will be able to obtain a 100% repayment of principal by tendering their reset rate notes pursuant to the remarketing process, provided that tender is deemed mandatory when a class of reset rate notes is denominated in a currency other than U.S. Dollars, as more fully described below. If there is a failed remarketing of a class of reset rate notes, however, holders of that class will continue to hold their notes and will not be permitted to exercise any remedies as a result of the failure of their class of reset rate notes to be remarketed on the related reset date. Depending on the rate and timing of prepayments on a trust's student loans and the length of the revolving period, a class of reset rate notes may be repaid earlier than the next related reset date.

           Remarketing Terms Determination Date. The initial reset dates for each class of reset rate notes will be as set forth in the related prospectus supplement. On a date that is at least eight business days prior to each reset date, which date we refer to as the remarketing terms determination date, unless notice of exercise of the call option, any purchase option or redemption as described in the related prospectus supplement, has already been given, the remarketing agents, in consultation with the issuer administrator, will establish the following terms for the applicable class of reset rate notes by the remarketing terms determination date:

• the expected weighted average life of that class of reset rate notes;

• the name and contact information of the remarketing agents;

• if two or more classes of reset rate notes are successfully remarketed on the same reset date, whether there will be any change in their relative priorities with respect to the right to receive payments of principal;

• the next reset date and reset period;

• the interest rate mode (i.e., fixed rate, auction rate or index rate);

• the applicable currency;

• if in foreign exchange mode, the identities of the eligible swap counterparties from which bids will be solicited;

• if in foreign currency mode, the applicable distribution dates on which interest and principal will be paid, if other than quarterly;

• if in index rate mode, the applicable interest rate index;

• if in index rate mode, the interval between interest rate change dates;

• if in index rate mode, the applicable interest rate determination date;

• if in fixed rate mode, the applicable fixed rate pricing benchmark;

• if in fixed rate mode, whether there will be a derivative product or swap agreement and, if so, the identities of the counterparties from which bids will be solicited;

• if in index rate mode, based on an index other than LIBOR or a commercial paper rate, whether there will be a related derivative product or swap agreement and, if so, the identities of the counterparties from which bids will be solicited;

• if in an auction mode, the interest rate during the initial interest accrual period;

• if in an auction mode, the date of the initial auction following the most recent reset date;

• if in an auction mode, the length of the auction period;

• the applicable interest accrual period and day-count basis;

• the reset rate notes all hold rate, if applicable;

• whether principal payments on such class of reset rate notes will be deferred until the next reset date; and

• the principal payment priority of the applicable class, if it will differ from that previously in effect.

           Any index rate mode other than an index rate based on LIBOR or a commercial paper rate will require confirmation of the existing ratings on the notes.

           The remarketing agents will communicate this information by written notice, through DTC, to the holders of the applicable class of reset rate notes, the trustee and the rating agencies on the remarketing terms determination date. If a class of reset rate notes is denominated in U.S. Dollars during the then-current reset period and will continue to be denominated in U.S. Dollars during the next reset period, on each remarketing terms determination date, the remarketing agents, in consultation with the issuer administrator, will establish the all hold rate, as described below. In this event, the reset rate noteholders of that class will be given not less than two business days to choose whether to hold their reset rate notes by delivering a hold notice to the remarketing agents, in the absence of which their reset rate notes will be deemed to have been tendered. See "Tender of Reset Rate Notes; Remarketing Procedures" below. If a class of reset rate notes is in foreign exchange mode, either during the then-current reset period or will be reset into foreign exchange mode on the next reset date, the noteholders will be deemed to have tendered their reset rate notes on the reset date, regardless of any desire by such holders to retain their ownership thereof, and no all hold rate will be applicable.

           If applicable, the all hold rate will be the minimum rate of interest that will be effective for the upcoming reset period. If the rate of interest using the spread or fixed rate of interest established on the spread determination date, as defined below, is higher than the all hold rate, all note holders who delivered a hold notice agreeing to be subject to the all hold rate will be entitled to the higher rate of interest for the upcoming reset period. If 100% of the noteholders elect to hold their reset rate notes for the next reset period, the reset rate will be the all hold rate.

           If the remarketing agents, in consultation with the issuer administrator, are unable to determine the terms set forth above that are required to be established on the applicable remarketing terms determination date, then, unless the holder of the call option described below purchases the applicable class of reset rate notes by exercising its call option or the applicable class of reset rate notes have been redeemed, a failed remarketing will be declared on the spread determination date, all holders will retain their notes, the failed remarketing rate for such class of reset rate notes as described in the related prospectus supplement will apply, and a reset period of three months will be established.

           Unless notice of the exercise of the call option, any purchase option or redemption as described in the related prospectus supplement has already been given, the issuer administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will provide the required notices as described under "—Tender of Reset Rate Notes; Remarketing Procedures" below.

           If a failed remarketing has been declared, all applicable reset rate notes will be deemed to have been held by the applicable noteholders on the reset date at the applicable failed remarketing rate regardless of any desire to tender their reset rate notes or any mandatory tender. With respect to any failed remarketing, the next reset period will be established as a three-month period.

           Spread Determination Date. On the "spread determination date," which is three business days prior to the reset date, the remarketing agents will set the applicable spread above or below the applicable index (with respect to reset rate notes that will be in index rate mode during the next reset period) or applicable fixed rate of interest (with respect to reset rate notes that will be in fixed rate mode during the next reset period) in either case, at a rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered reset rate notes to be remarketed by the remarketing agents at 100% of the principal balance of the class of reset rate notes. Also, if applicable, the issuer administrator and the remarketing agents will select from the bids received from a counterparty or counterparties to provide any derivative product or swap agreements for the next reset period. If a class of reset rate notes is to be reset to foreign exchange mode, the exchange rate for the applicable currency to be issued on the next reset date, the related extension rate and related failed remarketing rate for the upcoming reset period will be determined pursuant to the terms of the related currency swap agreement.

           On each spread determination date, the remarketing agents will send a written notice to each securities depository (with instructions to distribute such notice to its participants in accordance with its procedures), the trustee and the rating agencies setting forth the applicable spread or fixed rate of interest, as the case may be, and, if applicable, the identity of any counterparty or counterparties, including the index rate (or rates) of interest to be due to each selected counterparty on each distribution date during the upcoming reset period as well as the extension rate and failed remarketing rate, if applicable.

           Timeline. The following chart shows a timeline of the remarketing process:

Business
Days Prior
to Reset Date Event

Thirty to
Fifteen
Calendar Days
Prior to
Remarketing
Terms
Determination Date - ----------------------------------------------------------------------------------------------------------------
Issuer Administrator to provide notices to clearing
agents specifying the identity of the remarketing
agents and whether tender of the related reset rate notes
is voluntary or mandatory
- ----------------------------------------------------------------------------------------------------------------

At Least
Twelve - ----------------------------------------------------------------------------------------------------------------
REMARKETING TERMS DETERMINATION DATE
(Notices sent to applicable noteholders stating the terms of the
remarketed class of reset rate notes,
including any reset rate notes all hold rate)
- ----------------------------------------------------------------------------------------------------------------

Ten - ----------------------------------------------------------------------------------------------------------------
NOTICE DATE
(Hold notices due from applicable noteholders or they are deemed
to have tendered their reset rate notes; remarketing agents
determine the amount of remarketed reset rate notes available for
sale)
- ----------------------------------------------------------------------------------------------------------------

Three - ----------------------------------------------------------------------------------------------------------------
SPREAD DETERMINATION DATE
(Based on market conditions, the spread, auction rate or fixed rate
is determined by the remarketing agents for the next reset period
or a failed remarketing is declared; identity of any counterparty
(or counterparties) is determined; last date that notice of exercise
of the call option, purchase option or optional redemption may be
given)
- ----------------------------------------------------------------------------------------------------------------

Reset Date - ----------------------------------------------------------------------------------------------------------------
RESET DATE
(New terms of the remarketed class of
reset rate notes become effective)
- ----------------------------------------------------------------------------------------------------------------

           Failed Remarketing. There will be a failed remarketing if:

• the remarketing agents cannot determine the applicable required reset terms (other than the spread or fixed rate) on a remarketing terms determination date;

• the remarketing agents cannot establish the required spread, auction rate or fixed rate on the related spread determination date;

• either sufficient committed purchasers cannot be obtained for all tendered reset rate notes at the spread or fixed rate set by the remarketing agents, or any committed purchasers default on their purchase obligations (and the remarketing agents choose not to purchase those reset rate notes themselves);

• any failure of the sponsor or one of its designated affiliates, to purchase such class of the reset rate notes on a reset date following the delivery of the related call option notice;

• one or more interest rate and/or currency swap agreements satisfying all required criteria cannot be obtained, if applicable as described under "—Foreign Exchange Mode," "—Index Rate Mode," "—Auction Rate Mode" and "—Fixed Rate Mode" below;

• the trust is unable to obtain a favorable tax opinion with respect to certain tax related matters;

• certain conditions specified in the related remarketing agreement are not satisfied; or

• any rating agency then rating the notes has not confirmed or upgraded its then-current ratings of any class of notes, if such confirmation is required.

           In the event a failed remarketing is declared with respect to a class of reset rate notes at a time when such notes are denominated in U.S. Dollars:

• all holders of that class will retain their reset rate notes (including in all deemed mandatory tender situations);

• the related interest rate will be reset to a failed remarketing rate of three-month LIBOR plus the related spread;

• the related reset period will be three months; and

• any existing interest rate swap agreement will be terminated in accordance with its terms.

           In the event a failed remarketing is declared with respect to any class of reset rate notes at a time when such notes are denominated in a currency other than U.S. Dollars:

• all holders of that class will retain their reset rate notes;

• that class will remain denominated in the then-current non-U.S. Dollar currency;

• each existing currency swap agreement will remain in effect and each currency swap counterparty will be entitled to receive quarterly interest payments from the trust at an increased LIBOR-based rate, which we refer to in this prospectus as the "extension rate";

• the trust will be entitled to receive from each currency swap counterparty, for payment to the applicable reset rate noteholders, quarterly floating rate interest payments at the specified failed remarketing rate; and

• the related reset period will be three months.

           If there is a failed remarketing of a class of reset rate notes, however, the holders of that class will not be permitted to exercise any remedies as a result of the failure of their class of reset rate notes to be remarketed on the reset date.

           Index Rate Mode. If a class of reset rate notes is to be reset in an index rate mode, then during the corresponding reset period that class will bear interest at a per annum rate equal to the applicable interest rate index, plus or minus the applicable spread, as determined on the relevant spread determination date.

           If the interest rate for a class of reset rate notes will be based on an index other than LIBOR or a commercial paper rate and if the remarketing agents, in consultation with the issuer administrator, determine that such action would be in the best interests of the trust estate based on existing market conditions, and provided that a confirmation is obtained of the existing ratings on the notes, the issuer administrator will arrange for one or more derivative products with counterparties for the next reset period to hedge against basis risk.

           If a class of reset rate notes is to be reset in an index rate mode and principal payments on such class of reset rate notes are to be deferred until the next reset date for such class of reset rate notes, on any quarterly distribution date, principal generally will be allocated to that class and deposited into an accumulation account in the Collection Fund, where it will remain until the next reset date for that class of reset rate notes, unless there occurs, prior to that reset date, an optional or mandatory redemption, or, under certain limited circumstances, it is applied as credit enhancement, as provided in the related prospectus supplement. On that reset date, all sums then on deposit in the an accumulation account in the Collection Fund, including any allocation of principal made on the same date, will be distributed to the holders of that class of reset rate notes, as of the related record date, in reduction of principal of such class. However, in the event that on any quarterly distribution date the amount on deposit in the accumulation account would equal the outstanding principal amount of that class, then no additional amounts will be deposited into the accumulation account and all amounts therein, less any investment earnings, will be distributed on the next reset date to the related noteholders and on such reset date the principal balance of that class of reset rate notes will be reduced to zero. During any such reset period, an amount equal to the supplemental interest deposit amount for the related class of reset rate notes will be deposited into a Supplemental Interest Fund for such class of reset rate notes on each quarterly distribution date, as described in the related prospectus supplement.

           Fixed Rate Mode. If a class of reset rate notes is to be reset to a fixed rate of interest, then the applicable fixed rate of interest for the corresponding reset period will be determined on the spread determination date by adding (a) the applicable spread as determined by the remarketing agents on the spread determination date and (b) the yield to maturity on the spread determination date of the applicable fixed rate pricing benchmark, selected by the remarketing agents, as having an expected weighted average life based on a scheduled maturity at the next reset date, which would be used in accordance with customary financial practice in pricing new issues of asset-backed securities of comparable average life. However, such fixed rate of interest will not be lower than the related reset rate notes all hold rate. Such interest will be allocated on each quarterly distribution date at the applicable fixed rate of interest, as determined on the spread determination date, during the relevant reset period.

           After the initial reset period, and if so provided in the applicable remarketing terms notice, principal that would be payable to a class of reset rate notes bearing interest at a fixed rate may be allocated to that class and deposited into an accumulation account in the Collection Fund, where it will remain until the next reset date for that class of reset rate notes. On that reset date, all sums then on deposit in the accumulation account, including any allocation of principal made on the same date, will be distributed to the holders of that class of reset rate notes, as of the related record date, in reduction of principal of such class. However, in the event that on any quarterly distribution date the amount on deposit in the accumulation account would equal the outstanding principal amount of that class, then no additional amounts will be deposited into the accumulation account and all amounts therein, less any investment earnings, will be distributed on the next reset date to the related noteholders and on such reset date the principal balance of that class of reset rate notes will be reduced to zero. During any such reset period, an amount equal to the supplemental interest deposit amount for the related class of reset rate notes will be deposited to a Supplemental Interest Fund for such class of reset rate notes on each quarterly distribution date.

           In addition, if a class of reset rate notes is to bear a fixed rate of interest and, if the remarketing agents, in consultation with the issuer administrator, determine that such action would be in the best interests of the trust estate based on existing market conditions, and provided that a confirmation is obtained of the existing ratings on the notes, the issuer administrator will arrange for one or more interest rate swap agreements with one or more counterparties, to facilitate the ability of the trust estate to pay the applicable class interest at its fixed rate. Each such swap agreement in general will terminate at the earlier to occur of the next related reset date or a specified termination event. The floating rate of interest due to the related counterparty, as a swap agreement payment, and other terms of each swap agreement will be subject to the rating agency condition. No swap agreement will be entered into for any reset period where either the related call option has been exercised or there has been a failed remarketing.

           Auction Rate Mode. If, following a successful remarketing, a series of reset rate notes will be denominated in U.S. Dollars and is reset to bear interest at an auction rate, then, during the corresponding reset period, such series of reset rate notes will bear interest at a per annum rate as described under "Calculation of the Auction Rate" herein. The interest rates on the reset rate notes bearing interest at an auction rate for the initial accrual period immediately following a reset date will be determined by the remarketing agents on the spread determination date, and thereafter will be determined by the auction agent at auctions. The remarketing agents will also determine the date of the initial auction following the most recent reset date and the length of the auction period.

           Foreign Exchange Mode. A class of reset rate noteholders will always receive payments during the reset period in the currency in which the class was originally denominated on the closing date with respect to the initial reset period and on the reset date with respect to subsequent reset periods. As of the closing date with respect to the initial reset period, and as of the related reset date, if a class of reset rate notes are to be reset in foreign exchange mode on that reset date, the issuer administrator, on behalf of the trust, will enter into one or more currency swap agreements with one or more eligible swap counterparties:

• to hedge the currency exchange risk that results from the required payment of principal and interest by the trust in the applicable currency during the upcoming reset period;

• to pay additional interest accrued between the reset date and the special reset payment date as described below, at the applicable interest rate and in the applicable currency for a class of reset rate notes from and including the related reset date to, but excluding the second business day following the related reset date; and

• to facilitate the exchange to the applicable currency of all secondary market trade proceeds from a successful remarketing, or proceeds from the exercise of the call option, on the applicable reset date.

           Under any currency swap agreement between a trust and one or more swap counterparties, each swap counterparty will be obligated to pay to the trust or a paying agent on behalf of the trust, as applicable:

• on the effective date of such currency swap agreement for the related reset date, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the class of reset rate notes using the exchange rate established on the effective date of such currency swap agreement or, with respect to the initial currency swap agreement, the U.S. Dollar equivalent of all proceeds received on the closing date from the sale of the class using the exchange rate set forth in the initial currency swap agreement, as described in the related prospectus supplement;

• on or before each distribution date;

• the rate of interest on the related class of reset rate notes multiplied by the outstanding principal balance of the related class of reset rate notes denominated in the applicable currency; and

• the currency equivalent of the U.S. Dollars such swap counterparty concurrently receives from the trust as a payment of principal allocated to the related class of reset rate notes, including, on the maturity date for the class of reset rate notes, if a currency swap agreement is then in effect, the remaining outstanding principal balance of the class of reset rate notes, but only to the extent that the required U.S. Dollar equivalent amount is received from the trust on such date, using the exchange rate established on the applicable effective date of the currency swap agreement; and

• with respect to a distribution date that is also a reset date, other than for distribution dates during a reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable currency for the related class of reset rate notes from and including the related reset date to, but excluding, the second business day following the related reset date; and

• on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, the currency equivalent of all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option received as of that reset date, as applicable, using the exchange rate established on the effective date of the applicable currency swap agreement for that reset date.

           In return, each swap counterparty will receive from the trust:

• on the effective date of such currency swap agreement for the reset date, all secondary market trade proceeds received from purchasers of the class of reset rate notes in the applicable currency;

• on or before each distribution date,

• an interest rate of three-month LIBOR plus or minus a spread, as determined from the bidding process described below, multiplied by that swap counterparty's pro rata share, as applicable, of the U.S. Dollar equivalent of the outstanding principal balance of the related class of reset rate notes, and

• that swap counterparty's pro rata share of all payments of principal in U.S. Dollars that are allocated to the class of reset rate notes; provided that if so provided in the related prospectus supplement, all principal payments allocated to such notes on any distribution date will be deposited into an accumulation account and paid to each swap counterparty on or about the next reset date (including all amounts required to be paid or allocated to such class of reset rate notes on the related reset date), but excluding all investment earnings thereon; and

• on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option, as applicable, received:

• from the remarketing agents that the remarketing agents either received directly from the purchasers of the class of reset rate notes being remarketed, if in U.S. Dollars;

• from the new swap counterparty or counterparties pursuant to any currency swap agreements for the upcoming reset period, if in a currency other than U.S. Dollars; or

• from the holder of the call option, as applicable.

           All such currency swap agreements will terminate, generally, on the earliest to occur of:

• the next succeeding reset date resulting in a successful remarketing;

• the purchase of all outstanding notes on a reset date, following the exercise of a call option;

• the distribution date on which the outstanding principal balance of the class of reset rate notes is reduced to zero, excluding for such purpose all amounts on deposit in an accumulation account; or

• the maturity date of the class of reset rate notes.

           Any applicable currency swap agreement may also terminate as a result of the optional purchase of the trust's student loans or an auction of the trust's student loans by the trustee. No currency swap agreement will terminate solely due to the declaration of a failed remarketing.

           The terms of all currency swap agreements must not cause the rating agencies then rating the notes to lower their then-current ratings of the notes. The inability to obtain any required currency swap agreement, either as a result of the failure to obtain confirmation of the existing ratings on the notes or otherwise, will, in the absence of an exercise of the call option or a redemption, result in the declaration of a failed remarketing on the related reset date; provided that, if the remarketing agents, in consultation with the issuer administrator, on or before the remarketing terms determination date, determine that it is unlikely that currency swap agreements satisfying the above criteria will be obtainable on the reset date, the class of reset rate notes must be reset to U.S. Dollars on the reset date. No new currency swap agreements will be entered into by the trust for the applicable reset period following an exercise of the call option.

           If the class of reset rate notes either is currently in foreign exchange mode or is to be reset into foreign exchange mode, they will be deemed tendered mandatorily by the holders thereof on the reset dates. Affected reset rate noteholders desiring to retain some or all of their reset rate notes will be required to repurchase such reset rate notes through the remarketing agents. Such reset rate noteholders may not be allocated their desired amount of notes as part of the remarketing process. In addition, with respect to reset dates where the related class of reset rate notes are to be reset into the same non-U.S. Dollar currency as during the previous period, the aggregate principal balance of the class of reset rate notes following a successful remarketing probably will be higher or lower than it was during the previous reset period. This will occur as a result of fluctuations in the U.S. Dollar/applicable non-U.S. Dollar currency exchange rates between the rate in effect on the previous reset date and the new exchange rate that will be in effect for the required replacement currency swap agreements.

           If a distribution date for any class of reset rate notes denominated in a foreign currency coincides with a reset date, due to time zone differences and for purposes of making payments through Euroclear and Clearstream, all principal payments and any remaining interest payments due from the trust will be made to the related reset rate noteholders on or before the second business day following such distribution date. We sometimes refer to such date as the special reset payment date. Under the currency swap agreement for such reset period, the reset rate noteholders will be entitled to receive such amounts plus approximately two additional business days of interest at the interest rate for the prior reset period in the applicable non-U.S. Dollar currency calculated from the period including the reset date to, but excluding, the second business day following such reset date. However, if a currency swap agreement is terminated, the trust will not pay to the noteholders interest for those additional days. In addition, for any reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option or a redemption for that class of reset rate notes as described below, payments of interest and principal to the reset rate noteholders will be made on the special reset payment date without the payment of any additional interest.

           In such event, the trust, in consultation with the issuer administrator, will attempt to enter into a substitute currency swap agreement with similar currency exchange terms in order to obtain sufficient funds to provide for an open market purchase of the amount of the applicable currency needed to make the required payments.

           In the event no currency swap agreement is in effect on any applicable distribution date or related reset date when payments are required to be made, the trust will be obligated to engage in a spot currency transaction to exchange U.S. Dollars at the current exchange rate for the applicable currency in order to make payments of interest and principal on the applicable class of reset rate notes in that currency.

           In addition, the indenture will require that, on each reset date that involves a mandatory tender, the trust obtains a favorable opinion of counsel with respect to certain tax related matters; however, prospective purchasers should consult their tax advisors as to the tax consequences to them of purchasing, owning or disposing of a class of reset rate securities.

           Call Option. Each class of reset rate notes will be subject, as of each reset date, to a call option held by the sponsor, or certain of its affiliates, for 100% of that class of reset rate notes, exercisable at a price equal to 100% of the principal balance of that class, less all amounts distributed to the related noteholders as payments of principal up to such reset date, plus any accrued and unpaid interest and any unpaid carry-over interest amounts not paid from the trust estate on the applicable reset date. The call option may be exercised by the sponsor, or its designated affiliates, at any time prior to the determination of the spread, auction rate or fixed rate or the declaration of a failed remarketing on the spread determination date. Once notice is given, the holder of the call option may not rescind its exercise of such call option. If a call option is exercised, the interest rate on the class of reset rate notes following the reset date of the purchase under the call option will be:

• if no swap agreement was in effect for that class of reset rate notes during the previous reset period, the floating rate applicable for the most recent reset period during which the failed remarketing rate was not in effect; or

• if one or more swap agreements were in effect for that class during the previous reset period, a three-month LIBOR-based rate equal to the weighted average of the floating rates of interest that the trust paid to the swap counterparties hedging currency and/or basis risk for that class of reset rate notes during the preceding reset period; and

• a reset period of three months will be established, at the end of which the purchaser under the call option may either remarket that class pursuant to the remarketing procedures set forth below or retain that class of reset rate notes for one or more successive three-month reset periods at the existing interest rate.

           The interest rate will continue to apply for each reset period while the holder of an exercised call option retains the reset rate notes.

           Purchase Option. If so provided in a prospectus supplement, the sponsor, or its designated affiliates, will have the option to purchase from the trust estate a pro rata portion of the student loans corresponding to a class of reset rate notes that is to be redeemed to provide funds to redeem that class of reset rate notes on the related reset date.

           The sponsor, or its designated affiliates, must exercise this purchase option by providing the trustee with notice of exercise of the purchase option on or before the spread determination date and by delivering the purchase price on or before the second business day before the reset date. If the sponsor, or its designated affiliates, gives notice of exercise of this purchase option and fails to deliver the required purchase price, a failed remarketing will have occurred. The required purchase price will be described in the related prospectus supplement.

           Tender of Reset Rate Notes; Remarketing Procedures. On the date specified in the prospectus supplement, the trust, the issuer administrator and the remarketing agents named in the prospectus supplement will enter into a remarketing agreement for the remarketing of the reset rate notes by the remarketing agents. The issuer administrator may change the remarketing agents or designate a lead remarketing agent for any class of reset rate notes for any reset period at any time on or before the remarketing terms determination date. In addition, the issuer administrator will appoint one or more additional remarketing agents, if necessary, for a reset date when a class of reset rate notes will be remarketed in a currency other than U.S. Dollars. A remarketing agent may resign at any time provided that no resignation may become effective on a date that is later than 15 business days prior to a remarketing terms determination date.

           Unless notice of the exercise of the call option has already been given, the issuer administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will:

• inform DTC, Euroclear and Clearstream, as applicable, of the identities of the applicable remarketing agents and (1) if the applicable class of reset rate notes is denominated in U.S. Dollars in both the then-current and next reset period, that such class of reset rate notes is subject to automatic tender on the reset date unless a holder elects not to tender its particular reset rate notes, or (2) if the applicable class of reset rate notes is then in, or to be reset in, foreign exchange mode, that such class of notes is subject to mandatory tender by all of the holders thereof, and

• request that DTC, Euroclear and Clearstream, as applicable, notify its participants of the contents of the notice given to DTC, Euroclear and Clearstream, as applicable, the notices to be given on the remarketing terms determination date and the spread determination date, and the procedures that must be followed if any beneficial owner of a reset rate note wishes to retain its notes or any procedures to be followed in connection with a mandatory tender of such notes, each as described below.

           This will be the only required notice given to holders prior to a remarketing terms determination date and with respect to the procedures for electing not to tender or regarding a mandatory tender of a class of reset rate notes. If DTC, Euroclear and Clearstream, as applicable, or its respective nominee is no longer the holder of record of the related class of reset rate notes, the issuer administrator will establish procedures for the delivery of any such notice to the related noteholders.

           On each remarketing terms determination date, the trust, the issuer administrator and the remarketing agents will enter into a remarketing agency agreement that will set forth certain terms of the remarketing, and on the related spread determination date (unless a failed remarketing is declared, 100% of the related noteholders have delivered a hold notice, or notice of exercise of the call or purchase option or redemption as described in the related prospectus supplement was given with respect to the reset date), such remarketing agency agreement will be supplemented to include all other required terms of the remarketing.

           On the reset date that commences each reset period, if the reset rate notes are not subject to mandatory tender, each related reset rate note will be automatically tendered, or deemed tendered, to the relevant remarketing agent for remarketing by such remarketing agent on the reset date at 100% of its principal amount, unless the holder, by delivery of a hold notice, if applicable, elects not to tender its reset rate notes. If the class of reset rate notes is held in book-entry form, absent a failed remarketing, 100% of the principal amount of such reset rate note will be paid by the remarketing agents in accordance with the standard procedures of DTC, which currently provide for payments in same-day funds, or procedures of Euroclear and Clearstream which, due to time zone differences, will be required to provide for payment approximately two business days following the reset date, and, with respect to each reset date, other than for any reset period following a reset date on which a failed remarketing occurred, up to and including the reset date resulting in a successful remarketing or an exercise of a call option, additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the reset date to, but excluding, the second business day following such reset date. Beneficial owners that tender their reset rate notes through a broker, dealer, commercial bank, trust company or other institution, other than the remarketing agent, may be required to pay fees or commissions to such institution. If a beneficial owner has an account at a remarketing agent and tenders its reset rate notes through that account, the beneficial owner will not be required to pay any fee or commission to the remarketing agent. It is currently anticipated that all reset rate notes so purchased by a remarketing agent will be remarketed by it.

           If applicable, the hold notice must be received by a remarketing agent during the period commencing on the remarketing terms determination date and ending on the notice date. To ensure that a hold notice is received on a particular day, the beneficial owner must direct its broker or other designated direct or indirect participant to give the hold notice before the broker's cut-off time for accepting instructions for that day. Different firms may have different cut-off times for accepting instructions from their customers. Accordingly, beneficial owners should consult the brokers or other direct or indirect participants through which they own their interests in the reset rate notes for the cut-off times for those brokers or participants. A delivered hold notice will be irrevocable, but will be subject to a mandatory tender of the applicable reset rate notes pursuant to any exercise of the call option or a purchase option or redemption. If a hold notice is not timely received for any reason by a remarketing agent on the notice date, the beneficial owner of a reset rate note will be deemed to have elected to tender such reset rate note for purchase by the relevant remarketing agent. All of the reset rate notes of the applicable class, whether or not tendered, will bear interest upon the same terms.

           The remarketing agents will attempt, on a reasonable efforts basis, to remarket the tendered reset rate notes of the applicable class at a price equal to 100% of the aggregate principal amount so tendered. We cannot assure you that the remarketing agents will be able to remarket the entire principal amount of the reset rate notes tendered in a remarketing. The obligations of the remarketing agents will be subject to certain conditions and termination events customary in transactions of this type, including a condition that no material adverse change in the financial condition of the trust estate has occurred between the remarketing terms determination date and the reset date. If the call option or purchase option is not timely exercised or the reset rate notes are not redeemed and the remarketing agents are unable to remarket some or all of the tendered reset rate notes and, in their sole discretion, elect not to purchase those notes, then a failed remarketing will be declared by the remarketing agents, all holders will retain their notes, the related reset period will be fixed at three months, and the related interest rate will be set at the failed remarketing rate.

           No noteholder or beneficial owner of any reset rate note will have any rights or claims against any remarketing agent as a result of the remarketing agent's not purchasing that reset rate note. The remarketing agents will have the option, but not the obligation, to purchase any reset rate notes tendered that they are not able to remarket.

           Each of the remarketing agents, in its individual or any other capacity, may buy, sell, hold and deal in any class of the notes. Any remarketing agent may exercise any vote or join in any action which any beneficial owner of any class of notes may be entitled to exercise or take with like effect as if it did not act in any capacity under the remarketing agency agreement. Any remarketing agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the trust, the depositor, the sponsor or the master servicer as freely as if it did not act in any capacity under the remarketing agency agreement.

           Each of the remarketing agents will be entitled to receive a fee from amounts on deposit in a remarketing fee fund in connection with their services rendered for each reset date. The remarketing agents also will be entitled to reimbursement from the trust, on a subordinated basis, or from the issuer administrator, if there are insufficient funds available on a distribution date, for certain expenses associated with each remarketing. The fees associated with each successful remarketing and certain out-of-pocket expenses with respect to each reset date will be payable generally from amounts on deposit from time to time in a Remarketing Fee Fund. Unless otherwise specified in the related prospectus supplement, on each distribution date that is one year or less prior to a reset date, funds will be deposited into a Remarketing Fee Fund, prior to the payment of interest on any class of notes, in an amount up to the quarterly funding amount as specified in the related prospectus supplement. If the amount on deposit in the remarketing fee fund, after the payment of any remarketing fees therefrom, exceeds the reset period target amount as specified in the related prospectus supplement such excess will be deposited into the Collection Fund and will be utilized as provided in the related prospectus supplement. In addition, all investments on deposit in the Remarketing Fee Fund will be withdrawn on the next distribution date, deposited into the Collection Fund and will be utilized as provided in the related prospectus supplement.

Outstanding principal balance of the notes

           If the prospectus supplement for a series of notes provides for payments of principal prior to maturity, the remaining outstanding balance of the notes, after giving effect to distributions of principal, will be determined through use of a note pool factor. The pool factor for each class of notes will be a seven-digit decimal computed by the issuer administrator before each distribution date. Each pool factor will initially be 1.0000000. Thereafter, it will decline to reflect reductions in the outstanding balance of the notes. Your portion of the aggregate outstanding balance of a class of notes will be the product of:

• the original denomination of your note; and

• the applicable pool factor.

           Noteholders will receive reports periodically concerning various matters, including the payments the trust has received on its student loans, the pool balance, the applicable pool factor and various other items of information. See "Summary of the Indenture Provisions—Further Covenants" in this prospectus.

Payments of the notes

           The principal of the notes due at maturity or redemption in whole will be payable at the principal office of the trustee upon presentation and surrender of the notes. Payment of principal on any notes, payments in connection with a partial redemption and all interest payments will be made to the registered owner by check or draft mailed on the interest payment date by the trustee to the registered owner at his address as it last appears on the registration books kept by the trustee at the close of business on the record date for such interest payment date. Payment of principal and interest to a securities depository or its nominee, and to any other registered owner owning at least $1,000,000 principal amount of the notes upon written request delivered to the trustee, will be paid by wire transfer within the United States to the bank account number filed no later than the record date or special record date with the trustee. All payments on the notes will be made in United States dollars.

Mandatory redemption

           If so provided in the related prospectus supplement, the notes of a series may be subject to mandatory redemption on the interest payment date following the end of the prefunding or revolving periods described in the related prospectus supplement in an amount equal to the proceeds from the sale of notes or the principal payments on a trust's student loans, as applicable, held in an Acquisition Fund that have not been used to purchase student loans. Notes may also be subject to mandatory redemption from money on deposit in the Collection Fund representing principal payments on a trust's student loans, including principal payments received from guarantee agencies and the principal proceeds from any sale of student loans that is permitted under the indenture, if so provided in a related prospectus supplement. Mandatory redemptions may also be made from interest payments on a trust's student loans after all other payments and transfers then due from the Collection Fund have been made, subject to certain asset parity ratios, if so provided in a related prospectus supplement.

           See "Notice and partial redemption of notes" below for a discussion of the order in which notes of any trust will be redeemed.

Optional redemption

           If so provided in the related prospectus supplement, the notes of a series may be subject to redemption, from funds received by the trustee constituting interest on student loans remaining in the Collection Fund after all other prior required payments have been made. In addition, the notes may be optionally redeemed in whole or in part, on or after the date set forth in the prospectus supplement. Any limitations on optional redemptions of the notes of any trust will be described in the prospectus supplement related to that trust. See "Notice and partial redemption of notes" below for a discussion of the order in which notes will be redeemed.

Extraordinary optional redemption

           If so provided in the related prospectus supplement, the notes are also subject to extraordinary optional redemption, at our sole discretion, from any unallocated and available moneys remaining in the applicable trust estate, on any interest payment date, if we reasonably determine that the rate of return on student loans has materially decreased or that the costs of administering the trust estate have placed unreasonable burdens upon the trust's ability to perform its obligations under the applicable indenture. An extraordinary optional redemption of the notes may be made in whole or in part. See "Notice and partial redemption of notes" below for a discussion of the order in which the notes of a trust will be redeemed. Generally, the extraordinary optional redemption provision will be exercised only if changes are made to the Higher Education Act or changes occur in the financial markets or student loan markets that we deem to be materially adverse to the trust estate. In determining whether to exercise the extraordinary optional redemption provision, we will consider all of the facts and circumstances that exist at the time, including any changes to the Higher Education Act which would be materially adverse to the trust estate such that the noteholders, of any or all series, in our reasonable determination, would suffer a loss or material delay in the receipt of principal or interest payments when due.

Redemption or purchase price

           Upon redemption, the price to be paid to the holder of a note, other than an original issue discount note, will be an amount equal to the aggregate current principal balance plus accrued interest. If a note is an original issue discount note, the amount payable upon redemption or optional purchase will be the amortized face amount on the redemption or purchase date. The amortized face value of an original issue discount note will be equal to the issue price plus that portion of the difference between the issue price and the principal amount of the note that has accrued at the yield to maturity described in the prospectus supplement by the redemption or purchase date. The amortized face value of an original issue discount note will never be greater than its principal amount.

Notice and partial redemption of notes

           The trustee will provide notice of any redemption or purchase by mailing a copy of the redemption or purchase notice to the registered owner of any note being redeemed or purchased, and to the auction agent with respect to the auction rate notes designated for redemption or purchase, not less than 15 days prior to the redemption or purchase date.

           If less than all of the notes of any trust are to be redeemed or purchased, we will determine which notes will be redeemed or purchased. Generally, all of the Class A notes will be redeemed prior to redemption of any Class B notes. If an indenture provides for the issuance of Class C notes, generally all of the Class B notes will be redeemed before any of the Class C notes are redeemed. However, a trust may redeem Class B notes while Class A notes remain outstanding if after the redemption of the Class B notes, the aggregate market value of the trust's assets will equal the percentage of all Class A notes then outstanding under the indenture that is specified in the related prospectus supplement. Similarly, a trust may redeem any Class C notes while Class A notes and Class B notes remain outstanding if after the redemption of the Class C notes, the aggregate market value of the trust's assets will equal the percentage of all Class A notes and Class B notes then outstanding under the indenture that is specified in the related prospectus supplement.

Sale of student loans held in trust estate

           Student loans may be sold or otherwise disposed of by the trustee free from the lien of the indenture in connection with loan consolidation, serialization or transfer to a guarantee agency for payment. Student loans also may be sold by the trustee to College Loan Corporation or another seller if that party is required to repurchase the student loan pursuant to a student loan purchase agreement. Also, with the approval of the rating agencies rating our notes, any student loan may be sold by the trustee for a price no less than the principal balance of the student loan as of the sale date, plus any unamortized premium and borrower accrued interest.

           If so provided in the related prospectus supplement, the sponsor or its affiliates, at its option, may repurchase or arrange for the purchase of all student loans remaining in a trust as of the end of a specified collection period or if the outstanding pool balance is less than or equal to the percentage of the initial pool balance set forth in the prospective supplement, or at such other times as may be described in the related prospectus supplement. The purchase price for the loans will not be less than the minimum purchase amount specified in the related prospectus supplement. These amounts will be used to retire the related notes.

           In addition, if the sponsor or its affiliates does not exercise its option described above and if so provided in the related prospectus supplement, the trustee will conduct an auction of any student loans remaining in a trust at the end of the collection period preceding the trust auction date specified in the related prospectus supplement. College Loan Corporation, its affiliates and unrelated third parties may make bids to purchase these student loans.

Maturity, Prepayment and Yield Considerations

           Cash flow assumptions

           Each trust's notes generally will be repaid from cash flows received on its student loans and other assets. Cash flows for a trust's student loans are estimated using financial models that incorporate the following general categories of assumptions:

• Interest rates. Interest rate assumptions for each relevant index are incorporated into cash flow projections, including generally assumptions for the 91-Day Treasury Bill Rate, three-month and one-month LIBOR rates, the 90-Day Financial Commercial Paper Rate and other rates or indexes deemed relevant to a trust's student loans or notes;

• Borrower behavior. A variety of borrower payment behaviors are utilized in cash flow projections. The assumptions used relate to prepayment speeds, default rate and reimbursement rate assumptions, borrower delinquency rates, remaining term in each borrower status (i.e., in-school, grace, deferment, forbearance and repayment) and qualification rates for borrower benefits;

• Trust revenues. Each trust receives payments in respect of its student loans. The timing and amount of such payments are dependent on the borrower behaviors described above. In addition, each trust receives certain payments from the Department of Education.

• Trust expenses. Cash flow projections also incorporate the expenses applicable to each trust, including trustees' fees, servicing fees, administration fees and any fees payable to the Department of Education.

These assumptions vary based on the student loans to be securitized by each trust. Generally, a series of cash flows are projected as of a statistical cut-off date for each pool of student loans and are used to determine the structure of the notes to be issued by each trust.

           Prepayment considerations

           Generally, all of a trust's student loans are prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower's default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect to such loans. The rates of payment of principal on a class of notes and the yield on a class of notes may be affected by prepayments of a trust's student loans. Because prepayments generally will be paid through to noteholders as distributions of principal, it is likely that the actual final payments on a class of notes will occur prior to such class of notes' final maturity date. Accordingly, in the event that a trust's student loans experience significant prepayments, the actual final payments on a class of notes may occur substantially before this final maturity date, causing a shortening of the notes' weighted average life. Weighted average life refers to the average amount of time that will elapse from the date of issuance of a note until each dollar of principal of such note will be repaid to the investor.

           The rate of prepayments on a trust's student loans cannot be predicted and may be influenced by a variety of economic, social and other factors. Generally, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates payable on a trust's student loans. In addition, the depositor is obligated to repurchase any student loan as a result of a breach of any of its representation and warranties relating to a trust's student loans, and the master servicer is obligated to cause a subservicer to repurchase any student loan as a result of a breach of certain covenants with respect to such student loan, in the event such breach materially adversely affects the interests of a trust in that student loan and is not cured within the applicable cure period. See "Formation of the Trusts — Acquisition of student loans" and "Servicing and Administration — The master servicing agreement" in this prospectus.

           However, scheduled payments with respect to, and maturities of, a trust's student loans may be extended, including pursuant to grace periods, deferral periods and forbearance periods. The rate of payment of principal of a class of notes and the yield on such notes may also be affected by the rate of defaults resulting in losses on a trust's student loans that may have been liquidated, by the severity of those losses and by the timing of those losses, which may affect the ability of the guarantors to make guarantee payments on such student loans. In addition, the maturity of certain of a trust's student loans may extend beyond the final maturity date for a class of notes.

           Any reinvestment risks resulting from a faster or slower incidence of prepayment of a trust's student loans will be borne entirely by noteholders. Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indexes are lower at the time noteholders receive payments from a trust than such interest rates and such spreads would otherwise have been had such prepayments not been made or had such prepayments been made at a different time.

           Prepayments on pools of student loans can be calculated based on a variety of different prepayment models. The method used to estimate prepayments for each trust will be described in the related prospectus supplement.

           Any prepayment model will not purport to describe historical prepayment experience or to predict the prepayment rate of a trust's student loans. A trust's student loans will not prepay at any constant percentage, nor will all of a trust's student loans prepay at the same rate. Investors must make an independent decision regarding the appropriate principal prepayment scenarios to use in deciding whether to purchase a trust's notes.

           Yield considerations

           Interest payments on a trust's notes will include interest accrued through the last day of the applicable interest accrual period. Your effective yield may be lower than the yield otherwise produced by the applicable interest rate and purchase price for your notes, because payments to you will not be made until the distribution date following the applicable interest accrual period.

           A class of notes may have fixed, variable or adjustable interest rates that may or may not be based on the interest rates applicable to a trust's student loans. The prospectus supplement for a trust's notes will specify the interest rate for each class of notes or, in the case of a variable or adjustable interest rate, the method of determining the interest rate and the effect, if any, of the prepayment of a trust's student loans on the interest rate of a class of notes.

           The yield to maturity of a class of notes will be affected by the rate and timing of payments of principal on a trust's student loans. The timing of changes in the rate of prepayments on a trust's student loans may significantly affect an investor's actual yield to maturity even if the average rate of principal prepayments is consistent with an investor's expectations. Generally, the earlier a prepayment of principal on a trust's student loans, the greater will be the effect on an investor's yield to maturity. As a result, the effect on an investor's yield of principal payments occurring at a rate higher (or lower) than the rate the investor anticipated during the period immediately following issuance of the notes would not be fully offset by a subsequent decrease (or increase) in the rate of principal prepayments. Because the rate of principal payments on a trust's student loans affects the weighted average life and other characteristics of a class of notes, investors should consider carefully their own estimates as to the anticipated prepayment speed on a trust's student loans and the suitability of the notes to their investment objectives.

Security and Sources of Payment for the Notes

General

           The notes are limited obligations of the issuing trust, secured by and payable solely from that trust's assets as set forth in a related indenture of trust. The following assets will serve as security for the notes:

• revenues, consisting of all principal and interest payments, proceeds, charges and other income received by the trustee or the trust on account of any student loan, including interest benefit payments and any special allowance payments with respect to any student loan, and investment income from all funds created under the indenture and any proceeds from the sale or other disposition of the student loans;

• payments from counterparties under any derivative products described in a prospectus supplement;

• all moneys and investments held in the funds created under the indenture; and

• student loans purchased with money from the Acquisition Fund or otherwise acquired or originated and pledged or credited to the Acquisition Fund.

           In addition, a trust's assets may include rights that provide credit enhancement (for example, the right to draw under any letter of credit or note insurance) or cash flow enhancement as described in this prospectus and in the related prospectus supplement.

           The assets of one trust will not be available to pay the debts and obligations of another trust.

Prior Notes

           If the notes described in a prospectus supplement are being issued by a trust that has issued notes previously, that prospectus supplement will provide the following information concerning those prior notes:

• name and designations of each series;

• date that the series was issued;

• original principle amount;

• interest rate or method used to determine the interest rate;

• legal final maturity date; and

• whether the notes are senior, subordinate or junior subordinate notes.

Flow of funds

           The following funds will be created by the trustee under the indenture for the benefit of the registered owners:

• Acquisition Fund

• Collection Fund

• Capitalized Interest Fund

• Reserve Fund

           Additional funds and accounts may also be created if provided for in the related prospectus supplement. For any series of notes that contains reset rate notes, one or more accumulation accounts, supplemental interest funds, supplemental reserve funds, remarketing fee funds and funds for the deposit of amounts denominated in a currency other than U.S. dollars may be established under an indenture.

           For any series of notes, money transferred from the master servicer or a subservicer to the trustee on account of a trust's student loans will be deposited into segregated accounts for each trust for the credit of the Collection Fund, the Capitalized Interest Fund, the Acquisition Fund, the Reserve Fund and any other fund created under the indenture. The trustee will invest money held in funds created under the indenture in investment securities (as defined in the indenture) at the direction of the issuer administrator. Generally, such amounts will be invested in money market funds or guaranteed investment contracts with a rating or ratings equal to or greater than that specified by the rating agencies rating a trust's notes and as set forth in the indenture. Money in any fund created under an indenture may be pooled for purposes of investment.

Acquisition Fund; Purchase of student loans

           We will deposit most of the proceeds from the sale of any notes by a trust into the Acquisition Fund created under its indenture. As described in the related prospectus supplement, money on deposit in the Acquisition Fund may be used to pay costs of issuance of the notes, to make payments of principal on the notes, to redeem notes, and to acquire student loans. Student loans acquired with funds deposited in the Acquisition Fund that are pledged to the trust estate of a trust will be held by the trustee or its agent or bailee and accounted for as a part of the Acquisition Fund. If money held in the Acquisition Fund cannot be used to purchase student loans, then the trust will transfer such moneys to the Collection Fund or use those funds to redeem notes as described in the related prospectus supplement. See "Description of the Notes — Mandatory redemption."

           The eligible lender trustee will be the legal owner of the student loans transferred to the trust estate and will have a security interest in the student loans for and on behalf of the registered owners. The student loans will be held in the name of the eligible lender trustee for the account of each trust, for the benefit of the registered owners.

           If so provided in a prospectus supplement, during an acquisition period specified in the prospectus supplement, also known as a prefunding period, a trust will use a specified percentage of the proceeds in the Acquisition Fund for the following purposes:

• to purchase portfolios of student loans during a time period specified in the related prospectus supplement.

• to originate federal consolidation loans, each made for the purpose of consolidating one or more federal student loans at least one of which is already held by the trust and add-on loans to existing consolidation loans held by the trust.

• to purchase serial loans from sellers. For a student loan to qualify as a serial loan it must have been made to a borrower under a student loan held by the trust on the date of issuance, or acquired during a prefunding period, of the notes and must meet other criteria described in the indenture.

           The additional student loans may be purchased by the trust or may be originated by the trust, if and to the extent specified in the related prospectus supplement. The related prospectus supplement will also specify a prefunding or revolving period during which loans may be originated or purchased. The characteristics of the student loans a trust may acquire during the revolving period and any limitations to be imposed with respect to the acquisition of additional student loans will be described in the related prospectus supplement. After the amount on deposit in the Acquisition Fund has been reduced to zero, the trust may continue to acquire serial loans or add-on loans if so provided in the related prospectus supplement from collections received on the student loans or in exchange for student loans then owned by the trust. If the amount initially deposited into the Acquisition Fund for a series of notes has not been reduced to zero by the end of the related prefunding period, the amounts remaining on deposit in the Acquisition Fund will be used to make principal payments on notes or to redeem notes as described in the related prospectus supplement.

Collection Fund

           The trustee will deposit into the Collection Fund all revenues derived from student loans, from money or assets on deposit in the Acquisition Fund or Reserve Fund, from payments on derivative products and any other amounts as each trust may direct.

           On each distribution date and derivative payment date, money in the Collection Fund will be used and transferred to other funds or persons in the order described in the related prospectus supplement. A trust may transfer amounts in the Collection Fund to the Reserve Fund to the extent necessary to restore the Reserve Fund to its required minimum balance. Money in the Collection Fund may be used to finance add-on consolidation loans and serial loans to a trust's student loans following the prefunding period, and to pay amounts due to the Department of Education.

           If so provided in a prospectus supplement, a trust may use principal payments it receives on student loans to purchase additional student loans during a revolving period. During this revolving period, a trust will pay interest due on a series of notes when it comes due, but will not pay principal on the notes or redeem notes, except as provided in the related prospectus supplement.

Capitalized Interest Fund

           If so provided in the related prospectus supplement, the indenture administrator will establish and maintain a capitalized interest fund for each series of notes. A capitalized interest fund will be funded by an initial deposit by the trust, another entity or by later deposits from collections. Capitalized interest funds will be available for a specified period of time to provide liquidity requirements resulting from a portion of a trust's assets earning interest below the rate of interest borne by the related notes issued by the trust and transaction costs. The related prospectus supplement will describe the circumstances and manner in which distributions may be made out of the capitalized interest fund.

Reserve Fund

           The indenture for each trust will establish a Reserve Fund. In connection with the sale of notes, the trustee will make a deposit to the Reserve Fund of a trust in the amount specified in each indenture. On each distribution date, to the extent money in the Collection Fund is not sufficient to make payment of the trust's expenses and interest then due on the notes of that trust, the amount of the deficiency shall be paid directly from the Reserve Fund. Unless otherwise stated in a prospectus supplement, money in the Reserve Fund may be used to pay principal on the notes only on the date of their maturity or in connection with defeasance of the indenture.

           If the Reserve Fund is used as described above, the trustee will restore the Reserve Fund to the level specified in a prospectus supplement by transfers from the Collection Fund of the related trust. If the full amount required to restore the Reserve Fund to the required level is not available in the Collection Fund on the next distribution date, the trustee shall continue to transfer funds from the Collection Fund as they become available until the deficiency in the Reserve Fund has been eliminated. On any day that the amount in the Reserve Fund exceeds the minimum level specified in a prospectus supplement, the trustee will transfer the excess in accordance with the terms of the indenture and as described in the related prospectus supplement.

           If so provided in a prospectus supplement, the Reserve Fund requirement may be satisfied by the deposit of a Reserve Fund insurance policy to be provided by the credit provider described in the prospectus supplement. The Reserve Fund insurance policy shall be drawn upon by the trustee as necessary to make up on a distribution date any deficiency in the amounts to pay note principal or interest.

Transfers free of the lien of the indenture

           If so provided in a prospectus supplement and an indenture, amounts in the Collection Fund established under an indenture may be released from the indenture and transferred in accordance with the issuer administrator's instructions if the balance in the Reserve Fund exceeds the required minimum Reserve Fund balance.

Investment of funds held by trustee

           The trustee will invest amounts credited to any fund established under the indenture in investment securities described in the indenture pursuant to orders received from us. In the absence of an order, and to the extent practicable, the trustee will invest amounts held under an indenture in direct obligations of, or in obligations fully guaranteed by, the United States.

           The trustee is not responsible or liable for any losses on investments made by it or for keeping all funds held by it fully invested at all times. Its only responsibility is to comply with investment instructions in a non-negligent manner.

Book-Entry Registration

General

           Except as described below under the caption "Euro-denominated Notes," investors acquiring beneficial ownership interests in the notes issued in book-entry form may hold their notes in the United States through DTC (as defined under the caption "Depositary Institutions" below) or in Europe through Clearstream or Euroclear (each as defined under the caption "Depositary Institutions" below) if they are participants of such systems, or indirectly through organizations which are participants in such systems.

           Principal and interest payments on the notes are to be made to Cede & Co. DTC's practice is to credit direct participant's accounts upon receipt of funds and corresponding detail information from the trust on the payable date in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners are governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and shall be the responsibility of the participant and not of DTC, the indenture trustee or the trusts, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. is the responsibility of the applicable trust, or the indenture trustee. Disbursement of such payments to direct participants shall be the responsibility of DTC, and disbursement of such payments to the beneficial owners shall be the responsibility of direct and indirect participants. Under a book-entry format, noteholders may experience a delay in their receipt of payments, since payments will be forwarded by the indenture trustee to Cede & Co., which will forward the payments to its participants who will then forward them to indirect participants or noteholders.

           Redemption notices shall be sent to DTC. If less than all of a class of the notes of any series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in such class to be redeemed.

           DTC has advised that it will take any action permitted to be taken by a noteholder under the indenture only at the direction of one or more participants to whose accounts with DTC the notes are credited. Clearstream and Euroclear will take any action permitted to be taken by a noteholder under the indenture on behalf of a participant only in accordance with their relevant rules and procedures and subject to the ability of the relevant depositary to effect these actions on its behalf through DTC.

           Neither DTC nor Cede & Co. will consent or vote with respect to the notes of any series. Under its usual procedures, DTC mails an omnibus proxy to the applicable trust, or the indenture trustee, as appropriate, as soon as possible after the record date. The omnibus proxy assigns Cede & Co.‘s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date.

           None of the trusts, the sellers, the master servicer, any subservicer, the indenture trustee or the underwriters will have any responsibility or obligation to any DTC participants, Clearstream, participants or Euroclear participants or the persons for whom they act as nominees with respect to the accuracy of any records maintained by DTC, Clearstream or Euroclear or any participant, the payment by DTC, Clearstream or Euroclear or any participant of any amount due to any beneficial owner in respect of the principal amount or interest on the notes, the delivery by any DTC participant, Clearstream participant or Euroclear participant of any notice to any beneficial owner which is required or permitted under the terms of the indenture to be given to noteholders or any other action taken by DTC.

           In certain circumstances, a trust may discontinue use of the system of book entry transfers through DTC or a successor securities depository. In that event, note certificates are to be printed and delivered. DTC may discontinue providing its services as securities depository with respect to the notes of any series at any time by giving reasonable notice to the applicable trust or the indenture trustee. In the event that a successor securities depository is not obtained, note certificates are required to be printed and delivered.

           Form, denomination and trading

           The notes will be issued in minimum denominations and additional increments set forth in the related prospectus supplement, and may be held and transferred, and will be offered and sold, in principal balances of not less than their applicable minimum denomination set forth in the related prospectus supplement.

           Interests in the notes will be represented by one or more of the following types of global notes:

• for notes denominated in U.S. Dollars, a global note certificate held through DTC (each, a "U.S. global note certificate"); or

• for notes denominated in a non-U.S. Dollar currency, a global note certificate held through a European clearing system (each, a "non-U.S. global note certificate").

           On or about the closing date for the issuance of any class of notes, the issuer administrator on behalf of the trust will deposit:

• a U.S. global note certificate for each class of notes with the applicable DTC custodian, registered in the name of Cede & Co., as nominee of DTC; and

• one or more corresponding non-U.S. global note certificates with respect to each class of notes with the applicable foreign custodian, as common depositary for Euroclear and Clearstream, registered in the name of a nominee selected by the common depositary for Euroclear and Clearstream.

           At all times the global note certificates will represent the outstanding principal balance, in the aggregate, of the related class of notes. At all times, with respect to each class of notes, there will be only one U.S. global note certificate and one non-U.S. global note certificate for such notes.

           DTC will record electronically the outstanding principal balance of each class of notes represented by a U.S. global note certificate held within its system. DTC will hold interests in a U.S. global note certificate on behalf of its account holders through customers' securities accounts in DTC's name on the books of its depositary. Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's name on the books of its respective depositary which in turn will hold positions in customers' securities accounts in such depositary's name on the books of DTC. Citibank N.A. will act as depositary for Clearstream and JP Morgan Chase will act as depositary for Euroclear. Except as described below, no person acquiring a book-entry note will be entitled to receive a physical certificate representing the notes. Unless and until definitive certificates are issued, it is anticipated that the only holder of notes other than Euro-denominated notes will be Cede & Co., as nominee of DTC.

           The European clearing systems will record electronically the outstanding principal balance of each class of notes represented by a non-U.S. global note certificate held within their respective systems. The European clearing systems will hold interests in the non-U.S. global note certificate on behalf of their account holders through customers' securities accounts in the European clearing systems' respective names on the books of their respective depositaries.

           Interests in the global note certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream as applicable, and their respective direct and indirect participants. Transfers between participants will occur in accordance with DTC Rules. Transfers between Clearstream participants and Euroclear participants will occur in accordance with their respective rules and operating procedures.

           Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected in DTC in accordance with DTC Rules on behalf of the relevant European international clearing system by its depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions to the depositaries.

           Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with a participant will be made during subsequent securities settlement processing and dated the business day following DTC settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear or Clearstream participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or Euroclear participant to a participant will be received with value on DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

           Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in the notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

           Identification numbers and payments to the global certificates

           Each trust will apply to DTC for acceptance in its book-entry settlement systems of each class of notes denominated in U.S. Dollars and will apply to Euroclear and Clearstream for acceptance in their respective book-entry settlement systems of each class of notes denominated in a currency other than U.S. Dollars. Each class of notes will have the CUSIP numbers, ISINs and European Common Codes, as applicable, set forth in the related prospectus supplement. Payments of principal, interest and any other amounts payable under each global note certificate will be made to or to the order of the relevant clearing system's nominee as the registered holder of such global note certificate.

           Because of time zone differences, payments to noteholders that hold their positions through a European clearing system will be made on the business day following the applicable distribution date, or for notes denominated in a currency other than U.S. Dollars, on the payment date as described in the related prospectus supplement, as the case may be, in accordance with customary practices of the European clearing systems. No payment delay to noteholders holding U.S. Dollar denominated notes clearing through DTC will occur on any distribution date or on any reset date, unless, as set forth above, those noteholders' interests are held indirectly through participants in European clearing systems.

           Depositary institutions

           The Depository Trust Company, or DTC, is a limited-purpose trust company organized under the laws of the State of New York, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency " registered under Section 17A of the Securities Exchange Act. DTC was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between those participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations, including Euroclear and Clearstream. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Some direct participants and/or their representatives, own part of the Depositary Trust Company Corporation, the parent of DTC.

           In accordance with its normal procedures, DTC is expected to record the positions held by each of its participants in notes issued in book-entry form, whether held for its own account or as nominee for another person. In general, beneficial ownership of book-entry notes will be subject to the rules, regulations and procedures governing DTC and its participants as in effect from time to time.

           Purchases of the notes under the DTC system must be made by or through direct participants, which receive a credit for the notes on DTC records. The ownership interest of each actual purchaser of each series of notes, or beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners shall not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners shall not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the series of any notes is discontinued.

           To facilitate subsequent transfers, all notes deposited by participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of such notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of notes; DTC's records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The participants remain responsible for keeping account of their holdings on behalf of their customers.

           Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

           Clearstream Banking, société anonyme, Luxembourg, formerly Cedelbank ("Clearstream"), has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (the "CSSF"). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

           Euroclear has advised that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./NV (the "Euroclear operator"), under contract with Euroclear Clearance System plc., a United Kingdom corporation (the "Cooperative"). All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

           The Euroclear operator has advised that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian Bank, it is regulated by the Belgian Banking Commission.

           Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

           Distributions with respect to notes held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream participants or Euroclear participants in accordance with the relevant system's rules and procedures, to the extent received by its depositary. Those distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations (see "Federal Income Tax Consequences" in this prospectus). Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the indenture on behalf of a Clearstream participant or Euroclear participant only in accordance with the relevant rules and procedures and subject to the relevant Depositary's ability to effect such actions on its behalf through DTC.

Reset Rate Notes

           Except as set out herein, book-entry registration of reset rate notes shall generally effect noteholders in the same fashion as holders of notes other than reset rate notes, as described above.

           On each reset date, the aggregate outstanding principal balance of that class of reset rate notes will be allocated to one of the three global note certificates, either of which may, as of that reset date, be reduced to zero or represent 100% of the aggregate outstanding principal balance of that class of reset rate notes, depending on whether that class of reset rate notes is in U.S. Dollars (in which case a U.S. global note certificate is used) or in a currency other than U.S. Dollars (in which case a non-U.S. global note certificate is used).

           On each related reset date, a schedule setting forth the required terms of the related class of reset rate notes for the immediately following reset period will be deposited with the DTC custodian for any U.S. global note certificate and with the foreign custodian for any non-U.S. global note certificate. The applicable minimum denominations and additional increments can be reset only in circumstances where all holders are deemed to have tendered or have mandatorily tendered their notes.

           On or following each reset date (other than a reset date on which the then-current holders of U.S. Dollar denominated reset rate notes had the option to retain their reset rate notes, but less than 100% of such securityholders delivered hold notices), on which either a successful remarketing has occurred or the call option has been exercised (and not previously exercised on the immediately preceding reset date), each clearing system will cancel the then-current identification numbers and assign new identification numbers, which the issuer administrator will obtain for each class of reset rate notes. In addition, each global note certificate will be issued with a schedule attached setting forth the terms of the applicable class of reset rate notes for its initial reset period, which will be replaced on the related reset date to set forth the required terms for the immediately following reset period.

           Due to time zone differences and to ensure that a failed remarketing has not occurred, during any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars payments required to be made to tendering noteholders on a reset date for which there has been a successful remarketing (or exercise of the call option), in the amount of the aggregate outstanding principal balance of the applicable class of reset rate notes (together with all amounts due from the trust as payments of interest and principal, if any, on the related distribution date), will be made through the European clearing systems on the second business day following the related reset date, together with additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset date (but only to the extent such interest payments are actually received from any swap counterparties). Purchasers of such reset rate notes will be credited with their positions on the applicable reset date with respect to positions held through DTC or on the second business day with respect to positions held through the European clearing systems.

           Except with respect to a reset date, the trusts expect that the nominees, upon receipt of any such payment, will immediately credit the relevant clearing system's participants' accounts with payment amounts proportionate to their respective interests in the principal balance of the relevant global note certificates as shown on the records of such nominee. The trusts also expect that payments by clearing system participants to owners of interests in such global note certificates held through such clearing system participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such clearing system participants and none of the trusts, the issuer administrator, any registrar, the indenture trustee, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any delay in such payments from participants, except as shown above with respect to reset date payment delays. None of the trust, the issuer administrator, any registrar, the indenture trustee, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in the global note certificates or for maintaining, supervising or reviewing any records relating to such ownership interests.

Euro-denominated Notes

           We expect to deliver notes denominated in Euros in book-entry form through the facilities of Clearstream and Euroclear against payment in immediately available funds in Euros. We will issue the Euro notes as one or more global notes registered in the name of a common depositary for Clearstream, and Euroclear Bank S.A./N.V., as the operator of Euroclear. Investors may hold book-entry interests in these global notes through organizations that participate, directly or indirectly, in Clearstream and/or Euroclear. Book-entry interests in the Euro notes and all transfers relating to the Euro notes will be reflected in the book-entry records of Clearstream and Euroclear.

           The distribution of the Euro notes will be cleared through Clearstream and Euroclear. Any secondary market trading of book-entry interests in the Euro notes will take place through participants in Clearstream and Euroclear and will settle in same-day funds.

           Owners of book-entry interests in the Euro notes will receive payments relating to their notes in Euros. Clearstream and Euroclear have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among the clearing systems to trade securities across borders in the secondary market.

           The policies of Clearstream and Euroclear will govern payments, transfers, exchange and other matters relating to the investor's interest in securities held by them. None of the trusts, the sellers, the master servicer, any subservicer, College Loan Corporation, the depositor, the indenture trustee or the underwriters have any responsibility for any aspect of the records kept by Clearstream or Euroclear or any of their direct or indirect participants. We do not supervise these systems in any way.

           Clearstream and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

           Except as provided below, owners of beneficial interests in the Euro notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders of the notes under the indenture governing the notes, including for purposes of receiving any reports delivered by us or the indenture trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a Euro note must rely on the procedures of the relevant clearing system and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, in order to exercise any rights of a holder of securities.

           We understand that investors that hold their Euro notes through Clearstream or Euroclear accounts will follow the settlement procedures that are applicable to eurobonds in registered form. Euro notes will be credited to the securities custody accounts of Clearstream and Euroclear participants on the business day following the settlement date for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

           We understand that secondary market trading between Clearstream and/or Euroclear participants will occur in the ordinary way following the applicable rules and operating procedures of Clearstream and Euroclear. Secondary market trading will be settled using procedures applicable to eurobonds in registered form.

           You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the Euro notes through Clearstream and Euroclear on business days in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

           Clearstream and Euroclear will credit payments to the cash accounts of their respective participants in accordance with the relevant system's rules and procedures, to the extent received by the common depositary. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Clearstream or Euroclear participant only in accordance with its relevant rules and procedures.

           Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the Euro notes among participants of Clearstream and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Additional Notes

           If so described in the related prospectus supplement, a trust may, upon complying with the provisions of the related indenture, issue from time to time additional notes secured by the assets of the trust on a parity with or subordinate to either Class A notes or Class B notes, or Class C notes if any, then outstanding. In addition, a trust may enter into any derivative product it deems necessary or desirable with respect to any or all of the notes issued by that trust. We may take those actions without the approval of the holders of any outstanding notes.

           A trust will not issue additional notes unless the following conditions have been satisfied:

• The trust has entered into a supplemental indenture with the trustee providing the terms and forms of the additional notes.

• The trustee has received a rating confirmation from each rating agency which has assigned a rating to any outstanding notes of the trust that such rating will not be reduced or withdrawn as a result of the issuance of the proposed additional notes.

• The trustee has received an opinion of counsel to the effect that all of the foregoing conditions to the issuance of the proposed additional notes have been satisfied.

           The trustee will be authorized under the indenture to establish any additional funds or accounts which it deems necessary or convenient in connection with the issuance and delivery of any additional notes.

Summary of the Indenture Provisions

           Each trust will issue notes pursuant to an indenture of trust entered into with a trustee and an eligible lender trustee identified in the related prospectus supplement. We have filed a form of the indenture of trust as an exhibit to the registration statement to which this prospectus is a part. The following is a summary of some of the provisions expected to be contained in each indenture. This summary is not comprehensive and reference should be made to the indenture for a full and complete statement of its provisions.

Parity and priority of lien

           The provisions of each trust's indenture are generally for the equal benefit, protection and security of the registered owners of all of the notes issued by that trust. However, the Class A notes have priority over the Class B notes with respect to payments of principal and interest, and the Class B notes have priority over the Class C notes, if any, with respect to payments of principal and interest.

           The revenues and other money, student loans and other assets each trust pledges under its indenture will be free and clear of any pledge, lien, charge or encumbrance, other than that created by the indenture. Except as otherwise provided in the indenture, a trust:

• will not create or voluntarily permit to be created any debt, lien or charge on the student loans which would be on a parity with, subordinate to, or prior to the lien of the indenture;

• will not take any action or fail to take any action that would result in the lien of the indenture or the priority of that lien for the obligations thereby secured being 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 the indenture as a lien or charge upon the student loans.

Representations and warranties

           Each trust will represent and warrant in its indenture that:

• it is duly authorized under the Delaware Statutory Trust Act to create and issue the notes and to execute and deliver the indenture and any derivative product, and to make the pledge to the payment of notes and any company derivative payments under the indenture,

• all necessary trust action for the creation and issuance of the notes and the execution and delivery of the indenture and any derivative product has been duly and effectively taken, and

• the notes in the hands of the registered owners of the notes and any derivative product are and will be valid and enforceable special limited obligations of the trust secured by and payable solely from the trust estate.

Further covenants

           Each trust will file financing statements and continuation statements in any jurisdiction necessary to perfect and maintain the security interest it grants under its indenture.

           Upon written request of the trustee, a trust will permit 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 student loans, and will furnish the trustee such other information as it may reasonably request. The trustee shall be under no duty to make any examination unless requested in writing to do so by the registered owners of 66% of the principal amount of the notes, and unless those registered owners have offered the trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred in making any examination.

           Each year each trust will deliver to the trustee a certification of its compliance with the terms and conditions of its indenture, and in the event of any noncompliance, a description of the nature and status thereof.

Statements to trustee and trust

           The issuer administrator will prepare and provide in accordance with Item 1121 under Regulation AB of the Securities Act, periodic statements to the trustee that will include:

• the amount of principal payments made with respect to each class of notes during the preceding collection period;

• the amount of interest payments made with respect to each class of notes and the applicable interest rates, including how such interest rates are calculated, for the preceding collection period;

• the outstanding principal amount of each class of the notes as of the close of business on the last day of the preceding collection period;

• the amount of principal and interest collected on the student loans during the preceding collection period;

• the amount paid by the trustee to acquire student loans from amounts on deposit in the Acquisition Fund during the preceding collection period;

• the servicing fees, trustees' fees and administrative fees paid during the preceding collection period;

• the amount received by the trust for student loans sold during the preceding collection period;

• the balance of student loans held by the trust that are delinquent in each delinquency category as of the close of business on the last day of the preceding collection period;

• the portion of principal or interest payments made from amounts in the Reserve Fund and the balance of the Reserve Fund, after giving effect to such payments, as of the close of business on the last day of the preceding collection period;

• the portion of principal or interest payments made from amounts on deposit in the Acquisition Fund during the preceding collection period;

• any amounts transferred from the Acquisition Fund to the Collection Fund during the preceding collection period;

• the value of the trust estate and the outstanding principal amount of the notes as of the close of business on the last day of the preceding collection period; and

• the balance of student loans held by the trust which have been rejected for federal reimbursement claims, are in forbearance or are in deferment as of the close of business on the last day of the preceding collection period.

           A copy of these reports may be obtained by any noteholder by a written request to the trustee.

Enforcement of servicing agreement

           Each trust will diligently enforce all terms, covenants and conditions of all servicing agreements, including the prompt payment of all amounts due to the servicer under the servicing agreements. A trust will not permit the release of the obligations of any servicer under any servicing agreement except in conjunction with permitted amendments or modifications and will not waive any default by the servicer under the servicing agreement without the written consent of the trustee. A trust will not consent or agree to or permit any amendment or modification of any servicing agreement which will in any manner materially adversely affect the rights or security of the registered owners of the notes.

Additional covenants with respect to the Higher Education Act

           We will verify that the eligible lender trustee under an indenture is an eligible lender under the Higher Education Act, and will acquire or cause to be acquired student loans only from an eligible lender.

           Each trust is responsible, directly or through its agents, for each of the following actions with respect to the Higher Education Act:

• Dealing with the Secretary of Education with respect to the rights, benefits and obligations under the certificates of insurance and the contract of insurance, and dealing with the guarantee agencies with respect to the rights, benefits and obligations under the guarantee agreements with respect to the student loans;

• Causing to be diligently enforced, and causing to be taken all reasonable steps necessary or appropriate for the enforcement of all terms, covenants and conditions of all student loans and agreements in connection with the student loans, including the prompt payment of all principal and interest payments and all other amounts due under the student loans;

• Causing the student loans to be serviced by entering into a servicing agreement with the servicer for the collection of payments made for, and the administration of the accounts of, the student loans;

• Complying with, and causing all of its officers, trustees, employees and agents to comply, with the provisions of the Higher Education Act and any regulations or rulings under the Act, with respect to the student loans;

• Causing the benefits of the guarantee agreements, the interest subsidy payments and the special allowance payments to flow to the trustee; and

• Causing student loans that are evidenced by a master promissory note under the Higher Education Act to be acquired in accordance with the terms of a loan purchase agreement as described in the indenture.

• The trustee will have no obligation to administer, service or collect the trust's student loans or to maintain or monitor the administration, servicing or collection of those student loans.

Continued existence; Successor

           Each trust will preserve and keep in full force and effect its existence, rights and franchises as a Delaware statutory trust. A trust will not sell or otherwise dispose of all or substantially all of its assets, consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge with such trust. These restrictions do not apply to a transaction where the transferee or the surviving or resulting entity irrevocably and unconditionally assumes the obligation to perform and observe the trust's agreements and obligations under the indenture.

Events of default

           Each indenture will define the following events as events of default:

• default in the due and punctual payment of any interest (other than carry-over interest, if applicable) on any Class A note when the same becomes due and payable and such default shall continue for a period of five days;

• if no Class A notes are outstanding under the indentures default in the due and punctual payment of any interest (other than carry-over interest, if applicable) on any Class B note when the same becomes due and payable and such default shall continue for a period of five days;

• if no Class A notes and no Class B notes are outstanding under the indenture, default in the due and punctual payment of any interest (other than carry-over interest, if applicable) on any Class C note when the same becomes due and payable, and such default shall continue for a period of five days;

• default in the due and punctual payment of the principal of any note when the same becomes due and payable on the final maturity date of the note;

• default in the performance or observance of any other of the trust's covenants, agreements or conditions contained in the indenture or in the notes, and continuation of such default for a period of 90 days after written notice thereof is given to the trust by the trustee; and

• the occurrence of an event of bankruptcy.

Remedies on default

           Possession of trust estate. Upon the happening of any event of default relating to a trust, the trustee may take possession of any portion of the trust estate of that trust that may be in the custody of others, and all property comprising the trust estate, and may hold, use, operate, manage and control those assets. The trustee may also, in the name of that trust or otherwise, conduct such trust's business and collect and receive all charges, income and revenues of the trust estate. After deducting all expenses incurred and all other proper outlays authorized in the indenture, 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 will apply the rest and residue of the money received by the trustee as follows or as otherwise described in a prospectus supplement (however, if the event of default relates to a covenant default described in the fifth bullet point under "Events of default" above, priorities fifth and sixth below will be reversed):

• first, (a) to the owners of each class of the reset rate notes then denominated in U.S. dollars and then structured not to receive a payment of principal until the end of its related reset period, any amount on deposit for such class (excluding any investment earnings thereon) in reduction of the outstanding amount of such reset rate notes until they are paid in full; and/or (b) to the related currency swap counterparty if any class of the reset rate notes is then denominated in a currency other than U.S. dollars and is then structured not to receive a payment of principal until the end of its related reset period, any amount on deposit for such class of reset rate notes (excluding any investment earnings thereon) in reduction of the outstanding amount of such class of the reset rate notes until they are paid in full;

• second, to the trustees for fees and expenses due and owing to the trustees;

• third, to the master servicer and certain other service providers, due and unpaid fees;

• fourth, pro rata, (i) to the derivative product counterparties relating to Class A notes, in proportion to their respective entitlements under the applicable derivative products without preference or priority, except for certain termination payments, and (ii) to the Class A noteholders for amounts due and unpaid on the Class A notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A notes for such interest;

• fifth, 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;

• sixth, pro rata, (i) to the derivative product counterparties relating to the Class B notes, in proportion to their respective entitlements under the applicable derivate products without preference or priority, except for certain termination payments, and (ii) to the Class B noteholders for amounts due and unpaid on the Class B Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B notes for such interest;

• seventh, to the Class B noteholders for amounts due and unpaid on the Class B Notes for principal, ratably without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for principal;

• eighth, to the Class A noteholders, all carry-over amounts then due and unpaid, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A notes for such carry-over amounts;

• ninth, to the Class B noteholders, all carry-over amounts then due and unpaid, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B notes for such carry-over amounts;

• tenth, to the derivative product counterparties relating to the Class A notes, in proportion to the respective entitlements under the applicable derivative products without preference or priority, for any reimbursements that are due and unpaid;

• eleventh, to the derivative product counterparties relating to Class B notes, in proportion to the respective entitlements under the applicable derivative products without preference or priority, for any reimbursements that are due and unpaid;

• twelfth, to the remarketing agents, if any, for any fees not paid from the remarketing fee fund;

• thirteenth, sequentially, first to any remarketing agents, and second to the issuer administrator for any advances made on behalf of the trust, or for any costs associated with the remarketing not previously reimbursed;

• fourteenth, to the master servicer, for any unpaid carryover servicing fees due under a master servicing agreement; and

• fifteenth, to the trust, for distribution in accordance with the terms of the administrative services agreement and the Trust Agreement.

           If the trust has entered into a currency swap agreement and that agreement terminates, amounts that would have otherwise been paid to the related currency swap counterparty (other than termination payments) will be used to make payments to the related class of the reset rate noteholders equal to the payment that the counterparty would have made. If this occurs, the trust will exchange U.S. dollars for the applicable currency in order to make such distributions.

           If an indenture provides for the issuance of Class C notes, interest and principal will be paid on those notes before the payments described in paragraphs ninth, tenth, eleventh and twelfth above.

           Sale of trust estate. Upon the happening of any event of default and if the principal of all of the outstanding notes shall have been declared due and payable, then the trustee may sell the trust estate to the highest bidder in accordance with the requirements of applicable law. In addition, the trustee may proceed to protect and enforce the rights of the trustee or the registered owners in the manner as counsel for the trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking contained in the indenture, or in aid of the execution of any power therein 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 is required to take any of these actions if requested to do so in writing by the registered owners of at least 51% of the principal amount of the highest priority obligations outstanding under the defaulted indenture and certain counterparties. However, if the event of default does not relate to a payment default or an event of bankruptcy, the trustee may take these actions only if requested to do so in writing by the registered owners of all obligations outstanding under the defaulted indenture and all counterparties unless the net proceeds received by the indenture trustee from selling the trust estate are sufficient to pay all amounts owed to all the holders of obligations outstanding under the defaulted indenture and all counterparties.

           Appointment of receiver. If an event of default occurs, and all of the outstanding obligations under an indenture have been declared due and payable, and if any judicial proceedings are commenced to enforce any right of the trustee or of the registered owners under the indenture, then as a matter of right, the trustee shall be entitled to the appointment of a receiver for the trust estate.

           Accelerated maturity. If an event of default occurs, the trustee may declare, or upon the written direction by the registered owners of at least 51% of the principal amount of the highest priority obligations then outstanding under the defaulted indenture shall declare, the principal of all obligations issued under the indenture, and then outstanding, and the interest thereon, immediately due and payable. A declaration of acceleration upon the occurrence of a default may be rescinded upon notice to the trust by a majority of the registered owners of the obligations then outstanding if the trust has paid or deposited with the trustee amounts sufficient to pay all principal and interest due on the notes and any other event of default has been cured or waived.

           Direction of trustee. If an event of default occurs, the registered owners of at least 51% of the principal amount of the highest priority obligations then outstanding under the defaulted indenture shall have the right to direct and control the trustee with respect to any proceedings for any sale of any or all of the trust estate, or for the appointment of a receiver. The registered owners may not cause the trustee to take any proceedings which in the trustee's opinion would be unjustly prejudicial to non-assenting registered owners of obligations outstanding under the indenture.

           Right to enforce in trustee. No registered owner of any obligation issued under an indenture shall have any right as a registered owner to institute any suit, action or proceedings for the enforcement of the provisions of the indenture or for the appointment of a receiver or for any other remedy under the indenture. All rights of action under an indenture are vested exclusively in the trustee, unless and until the trustee fails to institute an action or suit after the registered owners of the affected trust:

• have given to the trustee written notice of a default under the indenture, and of the continuance thereof,

• shall have made written request upon the trustee and the trustee shall have been afforded reasonable opportunity to institute an action, suit or proceeding in its own name, and

• the trustee shall have been offered indemnity and security satisfactory to it against the costs, expenses, and liabilities to be incurred on an action, suit or proceeding in its own name.

           Waivers of events of default. The trustee may in its discretion waive any event of default under an indenture and rescind any declaration of acceleration of the obligations due under the indenture. The trustee will waive an event of default upon the written request of the registered owners of at least a majority of the principal amount of the highest priority obligations then outstanding under the indenture. A waiver of any event of default in the payment of the principal or interest due on any obligation issued under the indenture may not be made unless prior to the waiver or rescission, provision shall have been made for payment of all arrears of interest or all arrears of payments of principal, and all expenses of the trustee in connection with such default. A waiver or rescission of one default will not affect any subsequent or other default, or impair any rights or remedies consequent to any subsequent or other default.

The trustee

           Acceptance of trust. The trustee will accept the trusts imposed upon it by an indenture, and will perform those trusts, but only upon and subject to the following terms and conditions:

• Except during the continuance of an event of default, the trustee undertakes to perform only those duties as are specifically set forth in the indenture.

• Except during the continuance of an event of default and 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 the indenture.

• In case an event of default has occurred and is continuing, the trustee, in exercising the rights and powers vested in it by the indenture, will 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.

• Before taking any action under the indenture requested by registered owners, the trustee may require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the registered owners for the reimbursement of all expenses to which it may be put and to protect it against liability arising from any action taken by the trustee.

           Trustee may act through agents. The trustee may execute any of the trusts or powers under an indenture and perform any duty thereunder either itself or by or through its attorneys, agents, or employees. The trustee will not be answerable or accountable for any default, neglect or misconduct of any such attorneys, agents or employees, if reasonable care has been exercised in the appointment, supervision, and monitoring of the work performed. Each trust will pay all reasonable costs incurred by the trustee and all reasonable compensation to all such persons as may reasonably be employed in connection with that trust.

           Duties of the indenture trustee. The indenture trustee will not make any representations as to the validity or sufficiency of the agreements, the notes or of any assets or documents. If no event of default as defined in the indenture has occurred, the indenture trustee is required to perform only those duties specifically required of it under the indenture. Upon receipt of the various certificates, statements, reports or other instruments furnished to it, the indenture trustee is required to examine them to determine whether they are in the form required by the agreements. However, the indenture trustee will not be responsible for the accuracy or content of any of the documents furnished to it by the holders or any of the parties under the agreements.

           The indenture trustee may be held liable for its negligent action or failure to act, or for its misconduct. The indenture trustee will not be liable, however, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the holders in an event of default. The indenture trustee is not required to expend its own funds or incur any financial liability in the performance of its duties, or in the exercise of any of its rights or powers, if repayment of those funds or adequate indemnity against risk is not reasonably assured it.

           Indemnification of trustee. The trustee is generally under no obligation or duty to perform any act at the request of registered owners or to institute or defend any suit to protect the rights of the registered owners under an indenture unless properly indemnified and provided with security to its satisfaction. The trustee is not required to take notice of any event under an indenture unless and until it shall have been specifically notified in writing of the event of default by the registered owners or a trust's authorized representative.

           However, the trustee may begin suit, or appear in and defend suit, execute any of the trusts, enforce any of its rights or powers, or do anything else in its judgment proper, without assurance of reimbursement or indemnity. In that case the trustee will be reimbursed or indemnified by the registered owners requesting that action, if any, or by the applicable trust in all other cases, for all fees, costs and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred. If a trust or the registered owners, as appropriate, fail to make such reimbursement or indemnification, the trustee may reimburse itself from any money in its possession under the provisions of the related indenture, subject only to the prior lien of the notes for the payment of the principal and interest thereon from the Collection Fund.

           Each trust will agree 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, 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 in relation to the trust estate. Each trust will 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 that trust's 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.

           Compensation of trustee. Each trust will pay to the trustee compensation for all services rendered by it under the applicable indenture, and also all of its reasonable expenses, charges, and other disbursements. The trustee may not change the amount of its annual compensation without giving the applicable trust at least 90 days' written notice prior to the beginning of a fiscal year. If not paid by the trust, the indenture trustee will have a lien on all money held pursuant to the indenture, subject only to the prior lien of the notes for the payment of the principal and interest thereon from the Collection Fund.

           Resignation of trustee. The trustee may resign and be discharged from the trust created by an indenture by giving notice in writing specifying the date on which such resignation is to take effect. A resignation will only take effect on the day specified in such notice if a successor trustee shall have been appointed pursuant to the provisions of the indenture and is qualified to be the trustee under the requirements of the provisions of the indenture.

           Removal of trustee. The trustee may be removed

• at any time by the registered owners of a majority of the principal amount of the highest priority obligations then outstanding under an indenture,

• by the issuer administrator for cause or upon the sale or other disposition of the trustee or its trust functions, or

• by the issuer administrator without cause so long as no event of default exists or has existed within the last 30 days.

           In the event a trustee is removed, removal shall not become effective until

• a successor trustee shall have been appointed, and

• the successor trustee has accepted that appointment.

           Successor trustee. If the trustee resigns, is dissolved or otherwise is disqualified to act or is incapable of acting, or in case control of the trustee is taken over by any public officer or officers, the issuer administrator may appoint a successor trustee. Each trust will cause notice of the appointment of a successor trustee to be mailed to the registered owners at the address of each registered owner appearing on the note registration books.

           Every successor trustee

• will 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,

• have a reported capital and surplus of not less than $50,000,000,

• will be authorized under the law to exercise corporate trust powers, be subject to supervision or examination by a federal or state authority, and

• will be an eligible lender under the Higher Education Act so long as such designation is necessary to maintain guarantees and federal benefits under the Act with respect to the student loans originated under the Act.

           Merger of the trustee. 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, shall be the successor of the trustee under an indenture, provided such corporation shall be otherwise qualified and eligible under the indenture, without the execution or filing of any paper of any further act on the part of any other parties thereto.

Supplemental indentures

           Supplemental indentures not requiring consent of registered owners. A trust can agree with the trustee to enter into any indentures supplemental to an indenture for any of the following purposes without notice to or the consent of noteholders:

• to cure any ambiguity or formal defect or omission in the indenture;

• to grant to or confer upon the trustee for the benefit of the registered owners any additional benefits, rights, remedies, powers or authorities;

• to subject to the indenture additional revenues, properties or collateral;

• to authorize the issuance of one or more additional series of rates, subject to the requirements of the applicable indenture;

• to modify, amend or supplement the indenture or any indenture supplemental thereto in such manner as to permit the qualification under the Trust Indenture Act of 1939 or any similar federal statute 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 the indenture or any indenture supplemental thereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute;

• to evidence the appointment of a separate or co-trustee or a co-registrar or transfer agent or the succession of a new trustee under the indenture;

• to add provisions to or to amend provisions of the indenture as may, in the opinion of counsel, be necessary or desirable to assure implementation of the student loan business in conformance with the Higher Education Act;

• 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 outstanding under the indenture;

• to make any changes necessary to comply with the Higher Education Act and the regulations thereunder or the Internal Revenue Code and the regulations promulgated thereunder;

• to make the terms and provisions of the indenture, including the lien and security interest granted therein, applicable to a derivative product;

• to create any additional funds or accounts under the indenture deemed by the trustee to be necessary or desirable;

• to make any other change with a confirmation by the rating agencies of their ratings of the notes; or

• 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 outstanding under the indenture.

           Supplemental indentures requiring consent of registered owners. Any amendment of an indenture other than those listed above must be approved by the registered owners of not less than a majority of the principal amount of the notes then outstanding under the indenture. Also, certain amendments of an indenture that would have a material adverse effect on a counterparty require the consent of that counterparty.

           The changes described below may be made in a supplemental indenture only with the consent of the registered owners of all notes then outstanding,

• an extension of the maturity date of the principal of or the interest on any obligation, or

• a reduction in the principal amount of any obligation or the rate of interest thereon, or

• a privilege or priority of any obligation under the indenture over any other obligation, or

• a reduction in the aggregate principal amount of the obligations required for consent to such supplemental indenture, or

• the creation of any lien other than a lien ratably securing all of the obligations at any time outstanding under the indenture.

Trusts irrevocable

           The trust created by an indenture is irrevocable until the notes and interest thereon and all company derivative payments are fully paid or provision is made for their payment as provided in the applicable indenture.

Satisfaction of indenture

           If the registered owners of the notes issued under an indenture are paid all the principal of and interest due on their notes, at the times and in the manner stipulated in an indenture, and if each counterparty on a derivative product is paid all of derivative payments then due, then the pledge of the trust estate will thereupon terminate and be discharged. The trustee will execute and deliver to the trust instruments to evidence the discharge and satisfaction, and the trustee will pay all money held by it under the indenture to the party entitled to receive it under the indenture.

           Notes will be considered to have been paid if money for their payment or redemption has been set aside and is being held in trust by the trustee. Any outstanding note will be considered to have been paid if the note is to be redeemed on any date prior to its stated maturity and notice of redemption has been given as provided in the indenture and on said date there shall have been deposited with the trustee either money or governmental obligations the principal of and the interest on which when due will provide money sufficient to pay the principal of and interest to become due on the note.

           Any derivative payments will be considered to have been paid and the applicable derivative product terminated when payment of all derivative payments due and payable to each counterparty under derivative products have been made or duly provided for to the satisfaction of each counterparty and the respective derivative product has been terminated.

Description of Credit Enhancement and Derivative Products

Credit Enhancement

           Credit enhancement may be provided with respect to one or more classes of the notes of any series of a trust. The amounts and types of credit enhancement arrangements and the provider of the credit enhancement, if any, will be set forth in the related prospectus supplement. Credit enhancement may be in the form of a letter of credit, the subordination of one or more classes of notes, the use of an insurance policy or surety bonds, the establishment of one or more reserve funds, establishment of a capitalized interest fund, interest rate swaps, or any combination of the foregoing.

           The presence of a Reserve Fund and other forms of credit enhancement for the benefit of any class or series of notes is intended to enhance the likelihood that noteholders of a class or series will receive the full amount of principal and interest due on the notes and to decrease the likelihood that such noteholders will experience losses. The credit enhancement will not provide protection against all risks of loss and will not guarantee payment to such noteholders of all amounts to which they are entitled unless a guarantee against losses is described in the related prospectus supplement. If losses or shortfalls occur that exceed the amount covered by the credit enhancement or that are not covered by the credit enhancement, noteholders will bear their allocable share of deficiencies. Moreover, if a form of credit enhancement covers more than one series of notes, holders of notes of one series will be subject to the risk that the credit enhancement will be exhausted by the claims of the holders of notes of one or more other series.

           Subordinate notes. The notes each trust issues will be designated Class A notes, Class B notes or Class C notes in the related prospectus supplement. To the extent specified in the related prospectus supplement, the rights of the Class B noteholders to receive distributions on any distribution date will be subordinated to the corresponding rights of the Class A noteholders, and the rights of the Class C noteholders to receive distributions on any distribution date will be subordinated to the corresponding rights of the Class B noteholders and the Class A noteholders. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of, or may be limited to, specific types of losses or shortfalls. The related prospectus supplement will set forth information concerning the amount of subordination provided by a class or classes of notes in a series, the circumstances under which such subordination will be available and the manner in which the amount of subordination will be made available.

           Letter of credit, credit and liquidity facilities. If so specified in the prospectus supplement with respect to a series, deficiencies in amounts otherwise payable on the notes or certain classes of the notes will be covered by one or more letters of credit or line of credit or other liquidity facility. The bank or financial institution issuing the letter of credit or funding commitment will be identified in a prospectus supplement. Under a letter of credit or line of credit or other liquidity facility, the issuer will be obligated to honor draws in an aggregate fixed dollar amount generally equal to a percentage specified in the related prospectus supplement of the principal balance of the student loans on a specified date or of the initial aggregate principal balance of one or more classes of notes. If so specified in the related prospectus supplement, the letter of credit or line of credit or other liquidity facility may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit or line of credit or other liquidity facility will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit or line of credit or other liquidity facility and may otherwise be reduced as described in the related prospectus supplement. The obligations of the issuer of the letter of credit or line of credit or other liquidity facility will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust estate.

           Note insurance and surety bonds. If so specified in the prospectus supplement with respect to a series of the notes, deficiencies in amounts otherwise payable on the notes or certain classes of the notes will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. The insurance policies or surety bonds may cover timely distributions of interest and full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement.

           Capitalized Interest Fund. If so provided in a prospectus supplement, a capitalized interest fund may be established for one or more series of notes. A capitalized interest fund may be funded by an initial deposit by the trust or another entity or by later deposits from collections. Capitalized interest funds provide liquidity to the trust and increase the likelihood of timely payments of interest on the notes. The related prospectus supplement will describe the circumstances and manner in which distributions may be made out of a capitalized interest fund.

           Reserve Fund. In addition to the Reserve Fund for each trust described in this prospectus under "Security and Sources of Payment for the Notes–Reserve Fund," one or more reserve funds may be established with respect to a series of the notes. Cash, eligible investments, a demand note or a combination thereof, in the amounts so specified in the related prospectus supplement, may be deposited in such reserve fund. The reserve fund for a series may also be funded over time by depositing in the reserve fund a specified amount of the distributions received on the related receivables as specified in the related prospectus supplement.

           Amounts on deposit in any reserve fund for a trust, together with the reinvestment income on those amounts, will be applied by the trustee for the purposes, in the manner and to the extent specified in the related prospectus supplement. A reserve fund may be provided to increase the likelihood of timely payments of principal of and interest on the notes, if required as a condition to the rating of the notes of that series. If so specified in the related prospectus supplement, a reserve fund may be established to provide limited protection, in an amount satisfactory to each rating agency rating the notes, against certain types of losses not covered by insurance policies or other credit support. Following each interest payment date, amounts in a reserve fund in excess of any specified reserve fund requirement may be released from the reserve fund under the conditions specified in the related prospectus supplement and will not be available for further application by the trustee.

           Additional information concerning any reserve fund is to be set forth in the related prospectus supplement, including the initial balance of the reserve fund, the reserve fund balance to be maintained, the purposes for which funds in the reserve fund may be applied to make distributions to noteholders and use of investment earnings from the reserve fund, if any.

Derivative products; Derivative payments

           If so provided in a prospectus supplement, a trust may enter into derivative products consisting of rate swaps, rate caps and rate ceilings to help minimize the risk to noteholders of adverse changes in interest rates, and other yield supplement agreements or similar yield maintenance arrangements. If notes are being sold in a foreign country, a trust also may enter into currency swaps, currency forwards and currency options to help minimize the risk to foreign noteholders of adverse changes in the exchange rate between the U.S. dollar and one or more foreign currencies. If a trust issues notes denominated in one currency which are backed by assets denominated in one or more other currencies, it may enter into currency swaps, currency forwards and currency options to help minimize the risk to noteholders of adverse changes in the relevant exchange rates.

           A derivative product constituting an interest rate swap is an agreement between two parties to exchange a stream of payments on an agreed upon actual or hypothetical "notional" principal amount. No principal amount is exchanged between the parties to an interest rate swap. Typically, one party agrees to make payments based on a fixed interest rate and an actual or notional principal amount, while the other party agrees to make payments based on a floating interest rate and the same actual or notional principal amount. The floating rate is based on one or more reference interest rates, including the London Interbank Offered Rate, or LIBOR, a specified bank's prime rate or U. S. Treasury Bill rates. Interest rate swaps also permit two parties to exchange a floating rate obligation based on one reference interest rate – such as LIBOR – for a floating rate obligation based on another referenced interest rate – such as U.S. Treasury Bill rates. Generally, the parties to an interest rate swap net out their payment obligations so that on any given payment date only one party is making a payment.

           Derivative products constituting interest rate caps, yield supplement agreements and yield maintenance arrangements typically involve a trust making an initial payment to a party, which party agrees to make future payments to the trust if interest rates exceed a specified amount or other events occur that are specified in a prospectus supplement. A trust also may sell an interest rate cap to a party from which the trust has simultaneously purchased an interest rate cap. The interest rate cap sold by the trust will require the trust to make payments to the other party if interest rates exceed a specified amount that is higher than the amount specified in the rate cap purchased by the trust. Since the payment obligations under the two caps would be netted, the effect of the caps is to limit the other party's exposure to the interest rate differential between the amounts specified in the caps. Interest rate ceilings may be entered into in connection with an interest rate swap, and would result in one party to the swap limiting the maximum interest rate it would be required to pay, either over the life of the swap or for a specified period of time. In exchange for limiting its exposure, the relevant party may be required to make an initial cash payment to the other party.

           Currency swaps are similar to interest rate swaps, but the payments owed by the parties are referenced to the exchange rate between designated currencies rather than interest rates. In a currency forward contract, the trust typically would agree to deliver a specified amount of one currency to a party on a future date in exchange for delivery by such party of a specified amount of a second currency. In a typical currency option, if the exchange rate between two designated currencies reaches a specified level by a certain date, the trust will have the right, but not the obligation, to require the other party to deliver a specified quantity of one of the designated currencies on such date in exchange for a specified quantity of the other designated currency. The trust would make an initial payment to the other party for this right.

           A trust's obligation to make payments under a derivative product may be secured by a pledge of and lien on the trust estate. A trust will not enter into a derivative product after the closing date unless the trustee has received a confirmation from each rating agency providing a rating for the trust's notes that the derivative product will not adversely affect the rating on any of the notes.

Description of the Federal Family Education Loan Program

The Federal Family Education Loan Program

           The Higher Education Act provides for a program of direct federal insurance for student loans as well as reinsurance of student loans guaranteed or insured by state agencies or private non-profit corporations.

           The Higher Education Act currently authorizes certain student loans to be covered under the Federal Family Education Loan Program. The Deficit Reduction Act of 2005 extended the authorization for the Federal Family Education Loan Program through September 30, 2012. Congress has extended similar authorization dates in prior versions of the Higher Education Act. However, the current authorization dates may not again be extended and the other provisions of the Higher Education Act may not be continued in their present form.

           Generally, a student is eligible for loans made under the Federal Family Education Loan Program only if he or she:

• has been accepted for enrollment or is enrolled in good standing at an eligible institution of higher education;

• is carrying or planning to carry at least one-half the normal full-time workload for the course of study the student is pursuing as determined by the institution;

• is not in default on any federal education loans; and

• meets the applicable "needs" requirements.

           Eligible institutions include higher educational institutions and vocational schools that comply with specific federal regulations. Each loan is to be evidenced by an unsecured note.

           The Higher Education Act also establishes maximum interest rates for each of the various types of loans. These rates vary not only among loan types, but also within loan types depending upon when the loan was made or when the borrower first obtained a loan under the Federal Family Education Loan Program. The Higher Education Act allows lesser rates of interest to be charged.

Types of loans

           Four types of loans are currently available under the Federal Family Education Loan Program:

• Subsidized Stafford Loans,

• Unsubsidized Stafford Loans,

• PLUS Loans, and

• Consolidation Loans.

           These loan types vary as to eligibility requirements, interest rates, repayment periods, loan limits and eligibility for interest subsidies and special allowance payments. Some of these loan types have had other names in the past. References to these various loan types include, where appropriate, their predecessors.

           The primary loan under the Federal Family Education Loan Program is the Subsidized Stafford Loan (the "Subsidized Stafford Loan"). Students who are not eligible for Subsidized Stafford Loans based on their economic circumstances may be able to obtain Unsubsidized Stafford Loans. Graduate and professional students and parents of students may be able to obtain PLUS Loans. Consolidation Loans are available to borrowers with existing loans made under the Federal Family Education Loan Program and other federal programs to consolidate repayment of the borrower's existing loans. Prior to July 1, 1994, the Federal Family Education Loan Program also offered Supplemental Loans for Students ("SLS Loans") to graduate and professional students and independent undergraduate students and, under certain circumstances, dependent undergraduate students, to supplement their Stafford Loans.

Subsidized Stafford Loans

           General. Subsidized Stafford Loans are eligible for reinsurance under the Higher Education Act if the eligible student to whom the loan is made has been accepted or is enrolled in good standing at an eligible institution of higher education or vocational school and is carrying at least one-half the normal full-time workload at that institution. Subsidized Stafford Loans have limits as to the maximum amount which may be borrowed for an academic year and in the aggregate for both undergraduate and graduate/professional study. Both aggregate limitations exclude loans made under the SLS Loan and PLUS Loan Programs. The Secretary of Education has discretion to raise these limits to accommodate students undertaking specialized training requiring exceptionally high costs of education.

           Subsidized Stafford Loans are generally made only to student borrowers who meet the needs tests provided in the Higher Education Act. Provisions addressing the implementation of needs analysis and the relationship between unmet need for financing and the availability of Subsidized Stafford Loan Program funding have been the subject of frequent and extensive amendment in recent years. Further amendment to such provisions may materially affect the availability of Subsidized Stafford Loan funding to borrowers or the availability of Subsidized Stafford Loans for secondary market acquisition.

           Interest rates for Subsidized Federal Stafford Loans. For a Subsidized Stafford Loan made prior to July 1, 1994, the applicable interest rate for a borrower who, on the date the promissory note was signed, did not have an outstanding balance on a previous Federal Family Education Loan Program loan:

           (1) is 7% per annum for a loan covering a period of instruction beginning before January 1,1981;

           (2) is 9% per annum for a loan covering a period of instruction beginning on or after January 1, 1981, but before September 13, 1983;

           (3) is 8% per annum for a loan covering a period of instruction beginning on or after September 13, 1983, but before July 1, 1988;

           (4) is 8% per annum for the period from the disbursement of the loan to the date which is four years after the loan enters repayment, for a loan made prior to October 1, 1992, covering a period of instruction beginning on or after July 1, 1988, and thereafter shall be adjusted annually, and for any 12-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.25% per annum (but not to exceed 10% per annum); or

           (5) for a loan made on or after October 1, 1992, shall be adjusted annually, and for any 12-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum (but not to exceed 9% per annum).

           For a Stafford Loan made prior to July 1, 1994, the applicable interest rate for a borrower who, on the date the promissory note evidencing the loan was signed, had an outstanding balance on a previous loan made, insured or guaranteed under the Federal Family Education Loan Program:

           (6) for a loan made prior to July 23, 1992 is the applicable interest rate on the previous loan or, if the previous loan is not a Stafford Loan 8% per annum; or

           (7) for a loan made on or after July 23, 1992 shall be adjusted annually, and for any twelve month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum but not to exceed:

• 7% per annum in the case of a Stafford Loan made to a borrower who has a loan described in clause (1) above;

• 8% per annum in the case of;

• a Stafford Loan made to a borrower who has a loan described in clause (3) above,

• a Stafford Loan which has not been in repayment for four years and which was made to a borrower who has a loan described in clause (4) above,

• a Stafford Loan for which the first disbursement was made prior to December 20, 1993 to a borrower whose previous loans do not include a Stafford Loan or an Unsubsidized Stafford Loan;

• 9% per annum in the case of a Stafford Loan made to a borrower who has a loan described in clauses (2) or (5) above or a Stafford Loan for which the first disbursement was made on or after December 20, 1993 to a borrower whose previous loans do not include a Stafford Loan or an Unsubsidized Stafford Loan; and

• 10% per annum in the case of a Stafford Loan which has been in repayment for four years or more and which was made to a borrower who has a loan described in clause (4) above.

           The interest rate on all Stafford Loans made on or after July 1, 1994 but prior to July 1, 1998, regardless of whether the borrower is a new borrower or a repeat borrower, is the rate described in clause (7) above, except that the interest rate shall not exceed 8.25% per annum. For any Stafford Loan made on or after July 1, 1995, the interest rate is further reduced prior to the time the loan enters repayment and during any deferment periods. During these periods, the formula described in clause (7) above is applied, except that 2.5% is substituted for 3.1%, and the rate shall not exceed 8.25% per annum.

           For Stafford Loans made on or after July 1, 1998 but before July 1, 2006, the applicable interest rate shall be adjusted annually, and for any twelve month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 1.7% per annum prior to the time the loan enters repayment and during any deferment periods, and 2.3% per annum during repayment, but not to exceed 8.25% per annum.

           For loans the first disbursement of which is made on or after July 1, 2006, the applicable interest rate will be fixed at 6.8% throughout the life of the loan. There can be no assurance that the interest rate provisions for these loans will not be further amended.

Unsubsidized Federal Stafford Loans

           General. The Unsubsidized Stafford Loan program was created by Congress in 1992 for students who do not qualify for Subsidized Stafford Loans due to parental and/or student income and assets in excess of permitted amounts. These students are entitled to borrow the difference between the Stafford Loan maximum for their status (dependent or independent) and their Subsidized Stafford Loan eligibility through the Unsubsidized Stafford Loan program. The general requirements for Unsubsidized Stafford Loans ("Unsubsidized Stafford Loans") are essentially the same as those for Subsidized Stafford Loans. The interest rate, the annual loan limits and the special allowance payment provisions of the Unsubsidized Stafford Loans are the same as the Subsidized Stafford Loans. However, the terms of the Unsubsidized Stafford Loans differ materially from Subsidized Stafford Loans in that the federal government will not make interest subsidy payments while the borrower is enrolled in school or during other periods of authorized deferment and the loan limitations are determined without respect to the expected family contribution. The borrower will be required to either pay interest from the time the loan is disbursed or capitalize the interest until repayment begins and during periods of deferment. Unsubsidized Stafford Loans were not available before October 1, 1992. A student meeting the general eligibility requirements for a loan under the Federal Family Education Loan Program is eligible for an Unsubsidized Stafford Loan without regard to need.

           Interest rates for Unsubsidized Stafford Loans. Unsubsidized Stafford Loans are subject to the same interest rate provisions as Subsidized Stafford Loans.

PLUS Loans

           General. PLUS Loans are made to parents and, under certain circumstances, spouses of remarried parents, of dependent undergraduate students. Effective July 1, 2006, graduate and professional students also are eligible borrowers under the PLUS program. For PLUS Loans made on or after July 1, 1993, the borrower must not have an adverse credit history as determined pursuant to criteria established by the Department of Education. The basic provisions applicable to PLUS Loans are similar to those of Subsidized Stafford Loans with respect to the involvement of guarantee agencies and the Secretary of Education in providing federal reinsurance on the loans. However, PLUS Loans differ significantly from Subsidized Stafford Loans, in that federal interest subsidy payments are not available under the PLUS Loan program, special allowance payments are more restricted and the repayment period begins immediately upon disbursement.

           Interest rates for PLUS Loans. The applicable interest rate depends upon the date of issuance of the loan and the period of enrollment for which the loan is to apply. The applicable interest rate on a PLUS Loan:

• made on or after January 1, 1981, but before October 1, 1981, is 9% per annum;

• made on or after October 1, 1981, but before November 1, 1982, is 14% per annum;

• made on or after November 1, 1982, but before July 1, 1987, is 12% per annum;

• made on or after July 1, 1987, but before October 1, 1992 shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the weekly average one-year constant maturity Treasury Yield, as published by the Board of Governors of the Federal Reserve System, for the last calendar week ending on or before the preceding June 26, plus 3.25% per annum (but not to exceed 12% per annum);

• made on or after October 1, 1992, but before July 1, 1994, shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the weekly average one-year constant maturity Treasury Yield, as published by the Board of Governors of the Federal Reserve System, for the last calendar week ending on or before the preceding June 26, plus 3.1% per annum (but not to exceed 10% per annum);

• made on or after July 1, 1994, but before July 1, 1998, is the same as that for a loan made on or after October 1, 1992, but before July 1, 1994, except that such rate shall not exceed 9% per annum;

• made on or after July 1, 1998, but before July 1, 2006, shall be adjusted annually, and for any 12-month period beginning on July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum (but not to exceed 9% per annum); or

• made on or after July 1, 2006, is 8.5%.

SLS Loans

           General. SLS Loans were limited to graduate or professional students, independent undergraduate students, and dependent undergraduate students, if the students' parents were unable to obtain a PLUS Loan and were also unable to provide the students' expected family contribution. Except for dependent undergraduate students, eligibility for SLS Loans was determined without regard to need. SLS Loans are similar to Subsidized Stafford Loans with respect to the involvement of guarantee agencies and the Secretary of Education in providing federal reinsurance on the loans. However, SLS Loans differ significantly from Subsidized Stafford Loans, particularly because federal interest subsidy payments are not available under the SLS Loan program and special allowance payments are more restricted.

           Interest rates for SLS Loans. The applicable interest rates on SLS Loans made prior to October 1, 1992 are identical to the applicable interest rates on PLUS Loans made at the same time. For SLS Loans made on or after October 1, 1992, the applicable interest rate is the same as the applicable interest rate on PLUS Loans, except that the ceiling is 11% per annum instead of 10% per annum.

Consolidation Loans

           General. The Higher Education Act authorizes a program under which certain borrowers may consolidate their various student loans into a single loan insured and reinsured on a basis similar to Subsidized Stafford Loans. Consolidation Loans also may be obtained in an amount sufficient to pay outstanding principal, unpaid interest and late charges on federally insured or reinsured student loans incurred under the Federal Family Education Loan Program, as well as loans made pursuant to the Perkins (formally "National Direct Student Loan"), Health Professional Student Loan Programs and the Direct Loan program. To be eligible for a Consolidation Loan, a borrower must:

• have outstanding indebtedness on student loans made under the Federal Family Education Loan Program and/or certain other federal student loan programs; and

• be in repayment status or in a grace period; or

• be a defaulted borrower who has made arrangements to repay any defaulted loan satisfactory to the holder of the defaulted loan.

           If requested by the borrower, an eligible lender may combine SLS or PLUS Loans of the same borrower held by the lender under a single repayment schedule. The repayment period for each included loan shall be based on the commencement of repayment of the most recent loan. The combined loans will bear interest at a rate equal to the weighted average of the rates of the included loans rounded up to the nearest 0.125%. Such combination will not be treated as the making of a new loan. In addition, at the request of the borrower, a lender may refinance an existing fixed rate SLS or PLUS Loan, including an SLS or PLUS Loan held by a different lender who has refused to refinance the loan, at a variable interest rate. In this case, proceeds of the new loan are used to discharge the original loan.

           A married couple who agree to be jointly liable on a Consolidation Loan, for which the application is received on or after January 1, 1993, but prior to July 1, 2006, may be treated as an individual for purposes of obtaining a Consolidation Loan. For Consolidation Loans disbursed prior to July 1, 1994 the borrower was required to have outstanding student loan indebtedness of at least $7,500. Prior to the adoption of the Higher Education Technical Amendments Act of 1993, PLUS Loans could not be included in the Consolidation Loan. For Consolidation Loans for which the applications were received prior to January 1, 1993, the minimum student loan indebtedness was $5,000 and the borrower could not be delinquent more than 90 days in the payment of such indebtedness. For applications received on or after January 1, 1993, borrowers may add additional loans to a Consolidation Loan during the 180-day period following the origination of the Consolidation Loan.

           Interest rates for Consolidation Loans. A Consolidation Loan made prior to July 1, 1994 bears interest at a rate equal to the weighted average of the interest rates on the loans retired, rounded to the nearest whole percent, but not less than 9% per annum. Except as described in the next sentence, a Consolidation Loan made on or after July 1, 1994 bears interest at a rate equal to the weighted average of the interest rates on the loans retired, rounded upward to the nearest whole percent, but with no minimum rate. For a Consolidation Loan for which the application is received by an eligible lender on or after November 13, 1997 and before October 1, 1998, the interest rate shall be adjusted annually, and for any twelve-month period commencing on a July 1 shall be equal to the bond equivalent rate of 91-day U.S. Treasury bills auctioned at the final auction prior to the preceding June 1, plus 3.1% per annum, but not to exceed 8.25% per annum. Notwithstanding these general interest rates, the portion, if any, of a Consolidation Loan that repaid a loan made under title VII, Sections 700-721 of the Public Health Services Act, as amended, has a different variable interest rate. Such portion is adjusted on July 1 of each year, but is the sum of the average of the T-Bill rates auctioned for the quarter ending on the preceding June 30, plus 3.0%, without any cap on the interest rate. Consolidation Loans for which the application is received on or after October 1, 1998 will bear interest at a per annum rate equal to the lesser of 8.25% or the weighted average of the interest rates on the loans being consolidated, rounded to the nearest higher 0.125%. For a discussion of required payments that reduce the return on Consolidation Loans, see "Fees – Rebate Fees on Consolidation Loans" below.

Maximum loan amounts

           Each type of loan is subject to limits on the maximum principal amount, both with respect to a given year and in the aggregate. Consolidation Loans are limited only by the amount of eligible loans to be consolidated. All of the non-Consolidation loans are limited to the difference between the cost of attendance and the other aid available to the student. Stafford Loans are also subject to limits based upon needs analysis. Additional limits are described below.

           Loan limits for Subsidized Stafford and Unsubsidized Stafford Loans. Subsidized Stafford and Unsubsidized Stafford Loans are generally treated as one loan type for loan limit purposes. A student who has not successfully completed the first year of a program of undergraduate education may borrow up to $2,625 ($3,500 beginning July 1, 2007) in an academic year. A student who has successfully completed the first year, but who has not successfully completed the second year may borrow up to $3,500 ($4,500 beginning July 1, 2007) per academic year. An undergraduate student who has successfully completed the first and second year, but who has not successfully completed the remainder of a program of undergraduate education, may borrow up to $5,500 per academic year. For students enrolled in programs of less than an academic year in length, the limits are generally reduced in proportion to the amount by which the programs are less than one year in length. A graduate or professional student may borrow up to $8,500 in an academic year. Independent graduate and independent undergraduate students are also eligible for additional Unsubsidized Stafford Loan Funds. Maximum additional Unsubsidized Stafford Loan funds are $4,000 for first and second-year undergraduates, $5,000 ($7,000 beginning July 1, 2007) for additional years of undergraduate education and $10,000 ($12,000 beginning July 1, 2007) for graduate students. The maximum aggregate amount of Subsidized Stafford and Unsubsidized Stafford Loans, including that portion of a Consolidation Loan used to repay such loans, which an undergraduate student may have outstanding is $23,000 ($46,000 for independent students, of which only $23,000 may be Subsidized Stafford Loans). The maximum aggregate amount for a graduate and professional student, including loans for undergraduate education, is $65,500 ($138,500 for independent students, of which only $65,000 may be Subsidized Stafford Loans). The Secretary of Education is authorized to increase the limits applicable to graduate and professional students who are pursuing programs which the Secretary of Education determines to be exceptionally expensive.

           Prior to the enactment of the Higher Education Amendments of 1992, an undergraduate student who had not successfully completed the first and second year of a program of undergraduate education could borrow Stafford Loans in amounts up to $2,625 in an academic year. An undergraduate student who had successfully completed the first and second year, but who had not successfully completed the remainder of a program of undergraduate education could borrow up to $4,000 per academic year. The maximum for graduate and professional students was $7,500 per academic year. The maximum aggregate amount of Stafford Loans which a borrower could have outstanding, including that portion of a Consolidation Loan used to repay such loans, was $17,250. The maximum aggregate amount for a graduate or professional student, including loans for undergraduate education, was $54,750. Prior to the 1986 changes, the annual limits were generally lower.

           Loan limits for PLUS Loans. For PLUS Loans made on or after July 1, 1993, the amounts of PLUS Loans are limited only by the student's unmet need. Prior to that time PLUS Loans were subject to limits similar to those of SLS Loans applied with respect to each student on behalf of whom the parent borrowed.

           Loan limits for SLS Loans. A student who had not successfully completed the first and second year of a program of undergraduate education could borrow an SLS Loan in an amount of up to $4,000. A student who had successfully completed the first and second year, but who had not successfully completed the remainder of a program of undergraduate education could borrow up to $5,000 per year. Graduate and professional students could borrow up to $10,000 per year. SLS Loans were subject to an aggregate maximum of $23,000 ($73,000 for graduate and professional students). Prior to the 1992 changes, SLS Loans were available in amounts of $4,000 per academic year, up to a $20,000 aggregate maximum. Prior to the 1986 changes, a graduate or professional student could borrow $3,000 of SLS Loans per academic year, up to a $15,000 maximum, and an independent undergraduate student could borrow $2,500 of SLS Loans per academic year minus the amount of all other Federal Family Education Loan Program loans to such student for such academic year, up to the maximum amount of all Federal Family Education Loan Program loans to that student of $12,500. In 1989, the amount of SLS Loans for students enrolled in programs of less than an academic year in length were limited in a manner similar to the limits described above under "Subsidized Federal Stafford Loans."

Disbursement requirements

           The Higher Education Act now requires that virtually all Stafford Loans and PLUS Loans be disbursed by eligible lenders in at least two separate installments. The proceeds of a loan made to any undergraduate first-year student borrowing for the first time under the program must be delivered to the student no earlier than thirty days after the enrollment period begins, except at institutions with particularly low default rates.

Repayment

           Repayment periods. Loans made under the Federal Family Education Loan Program, other than Consolidation Loans, must provide for repayment of principal in periodic installments over a period of not less than five nor more than ten years. After the 1998 Amendments, lenders are required to offer extended repayment schedules to new borrowers who accumulate outstanding loans of more than $30,000, in which case the repayment period may extend up to 25 years subject to certain minimum repayment amounts. A Consolidation Loan must be repaid during a period agreed to by the borrower and lender, subject to maximum repayment periods which vary depending upon the principal amount of the borrower's outstanding student loans, but may not be longer than 30 years. For Consolidation Loans for which the application was received prior to January 1, 1993, the repayment period could not exceed 25 years. Repayment of principal on a Stafford Loan does not commence while a student remains a qualified student, but generally begins upon expiration of the applicable grace period. For Stafford Loans for which the applicable rate of interest is 7% per annum, the repayment period commences not more than twelve months after the borrower ceases to pursue at least a half-time course of study. For other Stafford Loans and Unsubsidized Stafford Loans, the repayment period commences six months and one day after the date the borrower ceases to pursue at least a half-time course of study. The six month or twelve month periods are the "grace periods."

           In the case of SLS, PLUS and Consolidated Loans, the repayment period commences on the date of final disbursement of the loan, except that the borrower of an SLS Loan who also has a Stafford Loan may defer repayment of the SLS Loan to coincide with the commencement of repayment of the Stafford or Unsubsidized Stafford Loan. During periods in which repayment of principal is required, payments of principal and interest must in general be made at a rate of not less than the greater of $600 per year or the interest that accrues during the year, except that a borrower and lender may agree to a lesser rate at any time before or during the repayment period. A borrower may agree, with concurrence of the lender, to repay the loan in less than five years with the right subsequently to extend his minimum repayment period to five years. Borrowers may accelerate, without penalty, the repayment of all or any part of the loan.

           Income-sensitive repayment schedules. Since 1992, lenders of Consolidation Loans have been required to establish graduated or income-sensitive repayment schedules and lenders of Stafford and SLS Loans have been required to offer borrowers the option of repaying in accordance with graduated or income-sensitive repayment schedules. A trust may implement graduated repayment schedules and income-sensitive repayment schedules. Use of income-sensitive repayment schedules may extend the ten-year maximum term for up to five years. In addition, if the repayment schedule on a loan that has been converted to a variable interest rate does not provide for adjustments to the amount of the monthly installment payments, the ten-year maximum term may be extended for up to three years.

           Deferment periods. No principal repayments need be made during certain periods of deferment prescribed by the Higher Education Act. For loans to a borrower who first obtained a loan which was disbursed before July 1, 1993, deferments are available:

• during a period not exceeding three years while the borrower is a member of the Armed Forces, an officer in the Commissioned Corps of the Public Health Service or, with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, an active duty member of the National Oceanic and Atmospheric Administration Corps;

• during a period not in excess of three years while the borrower is a volunteer under the Peace Corps Act;

• during a period not in excess of three years while the borrower is a full-time volunteer under the Domestic Volunteer Act of 1973;

• during a period not exceeding three years while the borrower is in service, comparable to the service described above as a full-time volunteer for an organization which is exempt from taxation under Section 501(c)(3) of the Code;

• during a period not exceeding two years while the borrower is serving an internship necessary to receive professional recognition required to begin professional practice or service, or a qualified internship or residency program;

• during a period not exceeding three years while the borrower is temporarily totally disabled, as established by sworn affidavit of a qualified physician, or while the borrower is unable to secure employment by reason of the care required by a dependent who is so disabled;

• during a period not to exceed twenty-four months while the borrower is seeking and unable to find full-time employment;

• during any period that the borrower is pursuing a full-time course of study at an eligible institution (or, with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, is pursuing at least a half-time course of study for which the borrower has obtained a loan under the Federal Family Education Loan Program), or is pursuing a course of study pursuant to a graduate fellowship program or a rehabilitation training program for disabled individuals approved by the Secretary of Education;

• during a period, not in excess of 6 months, while the borrower is on parental leave; and

• only with respect to a borrower who first obtained a student loan disbursed on or after July 1, 1987, or a student loan to cover the cost of instruction for a period of enrollment beginning on or after July 1, 1987, during a period not in excess of three years while the borrower is a full-time teacher in a public or nonprofit private elementary or secondary school in a "teacher shortage area" (as prescribed by the Secretary of Education), and during a period not in excess of 12 months for mothers, with preschool age children, who are entering or re-entering the work force and who are compensated at a rate not exceeding $1 per hour in excess of the federal minimum wage.

           For loans to a borrower who first obtains a loan on or after July 1, 1993, deferments are available:

• during any period that the borrower is pursuing at least a half-time course of study at an eligible institution or a course of study pursuant to a graduate fellowship program or rehabilitation training program approved by the Secretary;

• during a period not exceeding three years while the borrower is seeking and unable to find full-time employment;

• during a period not in excess of three years while the borrower is serving on active duty during a war or other military operation or national emergency; or is performing qualifying National Guard duty during a war or other military operation or national emergency; or the borrower is in active military duty; or the borrower is in reserve status and called to active duty; and

• during a period not in excess of three years for any reason which the lender determines, in accordance with regulations under the Higher Education Act, has caused or will cause the borrower economic hardship. Economic hardship includes working full time and earning an amount not in excess of the greater of the minimum wage or the poverty line for a family of two. Additional categories of economic hardship are based on the relationship between a borrower's educational debt burden and his or her income.

           Prior to the 1992 changes, only certain of the deferment periods described above were available to PLUS Loan borrowers, and only certain deferment periods were available to Consolidation Loan borrowers. Prior to the 1986 changes, PLUS Loan borrowers were not entitled to certain deferment periods. Deferment periods extend the ten-year maximum term.

           Forbearance period. The Higher Education Act also provides for periods of forbearance during which the borrower, in case of temporary financial hardship, may defer any payments. A borrower is entitled to forbearance for a period not to exceed three years while the borrower's debt burden under Title IV of the Higher Education Act (which includes the Federal Family Education Loan Program) equals or exceeds 20% of the borrower's gross income, and also is entitled to forbearance while he or she is serving in a qualifying medical or dental internship program or in a "national service position" under the National and Community Service Trust Act of 1993. In addition, mandatory administrative forbearances are provided in exceptional circumstances such as a local or national emergency or military mobilization, or when the geographical area in which the borrower or endorser resides has been designated a disaster area by the President of the United States or Mexico, the Prime Minister of Canada, or by the governor of a state. In other circumstances, forbearance is at the lender's option. Forbearance also extends the ten year maximum term.

           Interest payments during grace, deferment and forbearance periods. The Secretary of Education makes interest payments on behalf of the borrower of certain eligible loans while the borrower is in school and during grace and deferment periods. Interest that accrues during forbearance periods and, if the loan is not eligible for interest subsidy payments, while the borrower is in school and during the grace and deferment periods, may be paid monthly or quarterly or capitalized.

Fees

           Guarantee fee. For loans guaranteed prior to July 1, 2006, a guarantee agency is authorized to charge a premium, or guarantee fee, of up to 1% of the principal amount of the loan, which must be deducted proportionately from each installment payment of the proceeds of the loan to the borrower. Guarantee fees may not currently be charged to borrowers of Consolidation Loans. For loans made prior to July 1, 1994, the maximum guarantee fee was 3% of the principal amount of the loan, but no such guarantee fee was authorized to be charged with respect to Unsubsidized Stafford Loans. For loans guaranteed on or after July 1, 2006, a federal default fee equal to 1% of the principal must be paid into the guarantee agency's federal student loan reserve fund.

           Origination fee. Lenders are authorized to charge borrowers of Subsidized Stafford Loans and Unsubsidized Stafford Loans an origination fee in an amount not to exceed: 3.0% of the principal amount of the loan for loans disbursed prior to July 1, 2006; 2.0% of the principal amount of the loan for loans disbursed on or after July 1, 2006 and before July 1, 2007; 1.5% for loans disbursed on or after July 1, 2007 and before July 1, 2008; 1.0% for loans disbursed on or after July 1, 2008 and before July 1, 2009; 0.5% for loans disbursed on or after July 1, 2009 and before July 1, 2010; and 0% for loans disbursed on or after July 1, 2010. Lenders are authorized to charge borrowers of direct loans 3.0% for loans disbursed on or after July 1, 2006, 2.5% for loans disbursed on or after July 1, 2007 and before July 1, 2008, 2.0% for loans disbursed on or after July 1, 2008 and before July 1, 2009, 1.5% for loans disbursed on or after July 1, 2009 and before July 1, 2010 and 1.0% for loans disbursed on or after July 1, 2010. These fees must be deducted proportionately from each installment payment of the loan proceeds prior to payment to the borrower. These fees are not retained by the lender, but must be passed on to the Secretary of Education. Effective July 1, 2007 the origination fee will be reduced to 2% with annual reductions of 0.5% every July 1st thereafter until the fee reaches zero percent.

           Lender origination fee. The lender of any loan under the Federal Family Education Loan Program made on or after October 1, 1993 is required to pay to the Secretary of Education a fee equal to 0.5% of the principal amount of such loan.

           Rebate fee on Consolidation Loans. The holder of any Consolidation Loan made on or after October 1, 1993 is required to pay to the Secretary of Education a monthly fee equal to .0875% (1.05% per annum) of the principal amount of, and accrued interest on the Consolidation Loan. For loans made pursuant to applications received on or after October 1, 1998, and on or before January 31, 1999 the fee on consolidation loans of 1.05% is reduced to .62%.

Interest subsidy payments

           Interest subsidy payments are interest payments paid with respect to an eligible loan before the time that the loan enters repayment and during grace and deferment periods. The Secretary of Education and the guarantee agencies enter into interest subsidy agreements whereby the Secretary of Education agrees to pay interest subsidy payments to the holders of eligible guaranteed loans for the benefit of students meeting certain requirements, subject to the holders' compliance with all requirements of the Higher Education Act. Only Stafford Loans and Consolidation Loans for which the application was received on or after January 1, 1993, are eligible for interest subsidy payments. Consolidation Loans made after August 10, 1993 are eligible for interest subsidy payments only if all loans consolidated thereby are Stafford Loans, except that Consolidation Loans for which the application is received by an eligible lender on or after November 13, 1997, are eligible for interest subsidy payments on that portion of the Consolidation Loan that repays Stafford Loans or similar subsidized loans made under the direct loan program. The portion of the Consolidation Loan that repays HEAL loans is not eligible for interest subsidy, regardless of the date the Consolidation Loan was made. In addition, to be eligible for interest subsidy payments, guaranteed loans must be made by an eligible lender under the applicable guarantee agency's guarantee program, and must meet requirements prescribed by the rules and regulations promulgated under the Higher Education Act.

           The Secretary of Education makes interest subsidy payments quarterly on behalf of the borrower to the holder of a guaranteed loan in a total amount equal to the interest which accrues on the unpaid principal amount prior to the commencement of the repayment period of the loan or during any deferment period.

Special allowance payments

           The Higher Education Act provides for special allowance payments to be made by the Secretary of Education to eligible lenders. The rates for special allowance payments are based on formulas that differ according to the type of loan, the date the loan was originally made or insured and the type of funds used to finance the loan (taxable or tax-exempt). For loans first disbursed on or after April 1, 2006, lenders must remit to the Secretary of Education any interest paid by a borrower which is in excess of the special allowance rate set forth below for such loan.

           The effective formulas for special allowance payment rates for Subsidized Stafford and Unsubsidized Stafford Loans are summarized in the following chart. The T-Bill Rate mentioned in the chart refers to the average of the bond equivalent yield of the 91-day Treasury bills auctioned during the preceding quarter.

Date of Loans Annualized SAP Rate

On or after October 1, 1981 T-Bill Rate less Applicable Interest Rate + 3.5%

On or after November 16, 1986 T-Bill Rate less Applicable Interest Rate + 3.25%

On or after October 1, 1992 T-Bill Rate less Applicable Interest Rate + 3.1%

On or after July 1, 1995 T-Bill Rate less Applicable Interest Rate + 3.1%⁽¹⁾

On or after July 1, 1998 T-Bill Rate less Applicable Interest Rate + 2.8%⁽²⁾

On or after January 1, 2000 3 Month Commercial Paper Rate less Applicable Interest Rate + 2.34%⁽³⁾

______________________________

⁽¹⁾ Substitute 2.5% in this formula while loans are in-school, grace or deferment status.

⁽²⁾ Substitute 2.2% in this formula while such loans are in-school, grace or deferment status.

⁽³⁾ Substitute 1.74% in this formula while such loans are in-school, grace or deferment status.

           PLUS, SLS and Consolidation Loans. The formula for special allowance payments on PLUS, SLS and Consolidation Loans are as follows:

Date of Loans Annualized SAP Rate

On or after October 1, 1992 T-Bill Rate less applicable Interest Rate + 3.1%

On or after January 1, 2000 3 Month Commercial Paper Rate less applicable Interest + 2.64%

           For PLUS and SLS Loans which bear interest at rates adjusted annually, special allowance payments are made only in years during which the interest rate ceiling on such loans operates to reduce the rate that would otherwise apply based upon the applicable formula. See "Interest Rates for PLUS Loans" and "Interest Rates for SLS Loans" in this prospectus. Special allowance payments are available on variable rate PLUS Loans and SLS Loans made on or after July 1, 1987 and before July 1, 1994, and on any PLUS Loans made on or after July 1, 1998 only if the variable rate, which is reset annually, based on the weekly average one-year constant maturity Treasury yield for loans made before July 1, 1998 and based on the 91-day or 52-week Treasury bill, as applicable for loans made on or after July 1, 1998, and prior to July 1, 2006 exceeds the applicable maximum borrower rate. The maximum borrower rate is between 9% and 12% per annum. The portion, if any, of a Consolidation Loan that repaid a loan made under title VII, Sections 700-721 of the Public Health Services Act, as amended, is ineligible for special allowance payments.

           Special Allowance Payments for Loans Financed by Tax Exempt Bonds. The effective formulas for special allowance payment rates for Stafford Loans and Unsubsidized Stafford Loans differ depending on whether loans to borrowers were acquired or originated with the proceeds of tax-exempt obligations. The formula for special allowance payments for loans financed with the proceeds of tax-exempt obligations originally prior to October 1, 1993 is:

T-Bill Rate less Applicable Interest Rate + 3.5%
2

           provided that the special allowance applicable to the loans may not be less than 9.5% less the Applicable Interest Rate. Loans acquired with the proceeds of tax-exempt obligations originally issued after October 1, 1993 receive special allowance payments made on other loans.

           Adjustments to Special Allowance Payments. Special allowance payments and interest subsidy payments are reduced by the amount which the lender is authorized or required to charge as an origination fee. In addition, the amount of the lender origination fee is collected by offset to special allowance payments and interest subsidy payments. The Higher Education Act provides that if special allowance payments or interest subsidy payments have not been made within 30 days after the Secretary of Education receives an accurate, timely and complete request therefor, the special allowance payable to such holder shall be increased by an amount equal to the daily interest accruing on the special allowance and interest subsidy payments due the holder.

Direct Loans

           The 1993 Amendments authorized a program of "direct loans," to be originated by schools with funds provided by the Secretary of Education. Under the direct loan program, the Secretary of Education is directed to enter into agreements with schools, or origination agents in lieu of schools, to disburse loans with funds provided by the Secretary. Participation in the program by schools is voluntary. The goals set forth in the 1993 Amendments call for the direct loan program to constitute 5% of the total volume of loans made under the Federal Family Education Loan Program and the direct loan program for academic year 1994-1995, 40% for academic year 1995-1996, 50% for academic years 1996-1997 and 1997-1998 and 60% for academic year 1998-1999. No provision is made for the size of the direct loan program thereafter. Based upon information released by the General Accounting Office, participation by schools in the direct loan program has not been sufficient to meet the goals for the 1995-1996 or 1996-1997 academic years. The 1998 Amendments removed references to the "phase-in" of the Direct Loan Program, including restrictions on annual limits for Direct Loan Program volume and the Secretary's authority to select additional institutions to achieve balanced school representation.

           The loan terms are generally the same under the direct loan program as under the Federal Family Education Loan Program, though more flexible repayment provisions are available under the direct loan program. At the discretion of the Secretary of Education, students attending schools that participate in the direct loan program (and their parents) may still be eligible for participation in the Federal Family Education Loan Program, though no borrower could obtain loans under both programs for the same period of enrollment.

           It is difficult to predict the impact of the direct lending program. There is no way to accurately predict the number of schools that will participate in future years, or, if the Secretary authorizes students attending participating schools to continue to be eligible for Federal Family Education Loan Program loans, how many students will seek loans under the direct loan program instead of the Federal Family Education Loan Program. In addition, it is impossible to predict whether future legislation will eliminate, limit or expand the direct loan program or the Federal Family Education Loan Program.

Description of the Guarantee Agencies

           The student loans each trust acquires will be guaranteed by any one or more guarantee agencies identified in the related prospectus supplement. The following discussion relates to guarantee agencies under the Federal Family Education Loan Program.

           A guarantee agency guarantees loans made to students or parents of students by lending institutions such as banks, credit unions, savings and loan associations, certain schools, pension funds and insurance companies. A guarantee agency generally purchases defaulted student loans which it has guaranteed with its "federal fund." A lender may submit a default claim to the guarantee agency after the student loan has been delinquent for at least 270 days. The default claim package must include all information and documentation required under the Federal Family Education Loan Program regulations and the guarantee agency's policies and procedures.

           In general, a guarantee agency's federal fund is funded principally by fees and allowances paid by the Secretary of Education, guarantee fees paid by borrowers, investment income on moneys in the federal fund, and a portion of the moneys collected from borrowers on guaranteed loans that have been reimbursed by the Secretary of Education to cover the guarantee agency's administrative expenses. For Subsidized and Unsubsidized Stafford Loans disbursed on and after July 1, 2006, guarantee agencies must deposit a federal default fee to the guarantee agency's federal fund equal to 1% of the principal of the loan.

           Various changes to the Higher Education Act have adversely affected the receipt of revenues by the guarantee agencies and their ability to maintain their federal funds at previous levels, and may adversely affect their ability to meet their guarantee obligations. These changes include:

• the reduction in reinsurance payments from the Secretary of Education because of reduced reimbursement percentages;

• the reduction in maximum permitted guarantee fees from 3% to 1% for loans made on or after July 1, 1994;

• the replacement of the administrative cost allowance with a student loan processing and issuance fee equal to 65 basis points (40 basis points for loans made on or after October 1, 1993) paid at the time a loan is guaranteed, and an account maintenance fee of 12 basis points (10 basis points for fiscal years 2001-2003) paid annually on outstanding guaranteed student loans;

• the reduction in supplemental preclaims assistance payments from the Secretary of Education; and

• the reduction in retention by a guarantee agency of collections on defaulted loans from 27% to 23% and 18.5% of rehabilitated loans or Consolidation Loans. In addition, on and after October 1, 2006 a guarantor may not charge a borrower collection costs in an amount in excess of 18.5% of the outstanding principal and interest of a defaulted loan that is paid off through consolidation by the borrower, provided that the guarantor must remit to the Secretary a portion of the collection charge equal to 8.5% of the outstanding principal and interest of the defaulted loan. Further, on or after October 1, 2009 a guarantor must remit to the Secretary any collection fees on defaulted loans paid off through consolidation by the borrower in excess of 45% of the guarantors total collections on default loans in any one federal fiscal year.

           Additionally, the adequacy of a guarantee agency's federal fund to meet its guarantee obligations with respect to existing student loans depends, in significant part, on its ability to collect revenues generated by new loan guarantees. The Federal Direct Student Loan Program discussed below may adversely affect the volume of new loan guarantees. Future legislation may make additional changes to the Higher Education Act that would significantly affect the revenues received by guarantee agencies and the structure of the guarantee agency program.

           The Higher Education Act gives the Secretary of Education various oversight powers over guarantee agencies. These include requiring a guarantee agency to maintain its federal fund at a certain required level and taking various actions relating to a guarantee agency if its administrative and financial condition jeopardizes its ability to meet its obligations. These actions include, among others, providing advances to the guarantee agency, terminating the guarantee agency's federal reimbursement contracts, assuming responsibility for all functions of the guarantee agency, and transferring the guarantee agency's guarantees to another guarantee agency or assuming such guarantees. The Higher Education Act provides that a guarantee agency's federal fund shall be considered to be the property of the United States to be used in the operation of the Federal Family Education Loan Program or the Federal Direct Student Loan Program, and, under certain circumstances, the Secretary of Education may demand payment of amounts in the federal fund.

           The 1998 Amendments mandate the recall of guarantee agency federal funds by the Secretary of Education amounting to $82.5 million in fiscal year 2006 and $82.5 million in fiscal year 2007. However, certain minimum levels are protected from recall, and under the 1998 Amendments, guarantee agency federal funds were restructured to provide guarantee agencies with additional flexibility in choosing how to spend certain funds they receive. The new recall of reserves for guarantee agencies increases the risk that resources available to guarantee agencies to meet their guarantee obligation will be significantly reduced. Relevant federal laws, including the Higher Education Act, may be further changed in a manner that may adversely affect the ability of a guarantee agency to meet its guarantee obligations.

           Federal Family Education loans first disbursed prior to October 1, 1993 are fully guaranteed as to principal and accrued interest. FFEL loans first disbursed after October 1, 1993 and before July 1, 2006 are guaranteed as to 98% of principal and accrued interest, and FFEL loans disbursed after July 1, 2006 are guaranteed as to 97% of principal and accrued interest, except that all student loans serviced by a servicer designated as an "Exceptional Performer" by the Department of Education will be entitled to 99% reimbursement on and after July 1, 2006 so long as the servicer retains its status as an Exceptional Performer.

           Under the Higher Education Act, if the Department of Education has determined that a guarantee agency is unable to meet its insurance obligations, the holders of loans guaranteed by such guarantee agency must submit claims directly to the Department of Education, and the Department of Education is required to pay the full guarantee payment due with respect thereto in accordance with guarantee claims processing standards no more stringent than those applied by the guarantee agency.

           There are no assurances as to the Secretary of Education's actions if a guarantee agency encounters administrative or financial difficulties or that the Secretary of Education will not demand that a guarantee agency transfer additional portions or all of its reserve fund to the Secretary of Education.

           Information relating to the particular guarantee agencies guaranteeing our student loans will be set forth in the prospectus supplement.

Federal agreements

           General. A guaranty agency's right to receive federal reimbursements for various guarantee claims paid by such guarantee agency is governed by the Higher Education Act and various contracts entered into between guarantee agencies and the Secretary of Education. Each guarantee agency and the Secretary of Education have entered into federal reimbursement contracts pursuant to the Higher Education Act, which provide for the guarantee agency to receive reimbursement of a percentage of insurance payments that the guarantee agency makes to eligible lenders with respect to loans guaranteed by the guarantee agency prior to the termination of the federal reimbursement contracts or the expiration of the authority of the Higher Education Act. The federal reimbursement contracts provide for termination under certain circumstances and also provide for certain actions short of termination by the Secretary of Education to protect the federal interest.

           In addition to guarantee benefits, qualified student loans acquired under the Federal Family Education Loan Program benefit from certain federal subsidies. Each guarantee agency and the Secretary of Education have entered into an Interest Subsidy Agreement under the Higher Education Act which entitles the holders of eligible loans guaranteed by the guarantee agency to receive interest subsidy payments from the Secretary of Education on behalf of certain students while the student is in school, during a six to twelve month grace period after the student leaves school, and during certain deferment periods, subject to the holders' compliance with all requirements of the Higher Education Act.

           United States Courts of Appeals have held that the federal government, through subsequent legislation, has the right unilaterally to amend the contracts between the Secretary of Education and the guarantee agencies described herein. Amendments to the Higher Education Act in 1986, 1987, 1992, 1993, and 1998, respectively

• abrogated certain rights of guarantee agencies under contracts with the Secretary of Education relating to the repayment of certain advances from the Secretary of Education,

• authorized the Secretary of Education to withhold reimbursement payments otherwise due to certain guarantee agencies until specified amounts of such guarantee agencies' reserves had been eliminated,

• added new reserve level requirements for guarantee agencies and authorized the Secretary of Education to terminate the Federal Reimbursement Contracts under circumstances that did not previously warrant such termination,

• expanded the Secretary of Education's authority to terminate such contracts and to seize guarantee agencies' reserves, and

• mandated the additional recall of guarantee agency federal funds.

Federal re-insurance and reimbursement of guarantee agencies

           Effect of annual claims rate. With respect to loans made prior to October 1, 1993, the Secretary of Education currently agrees to reimburse the guarantee agency for up to 100% of the amounts paid on claims made by lenders, as discussed in the formula described below, so long as the eligible lender has properly serviced such loan. The amount of reimbursement is lower for loans disbursed after October 1, 1993, as described below. Depending on the claims rate experience of a guarantee agency, such reimbursement may be reduced as discussed in the formula described below. The Secretary of Education also agrees to repay 100% of the unpaid principal plus applicable accrued interest expended by a guarantee agency in discharging its guarantee obligation as a result of the bankruptcy, death, or total and permanent disability of a borrower, or in the case of a PLUS Loan, the death of the student on behalf of whom the loan was borrowed, or in certain circumstances, as a result of school closures, which reimbursements are not to be included in the calculations of the guarantee agency's claims rate experience for the purpose of federal reimbursement under the Federal Reimbursement Contracts.

           The formula used for loans initially disbursed prior to October 1, 1993 is summarized below:

Claims Rate Federal Payment

0% up to 5% 100%

5% up to 9% 100% of claims up to 5%;
90% of claims 5% and over

9% and over 100% of claims up to 5%;
90% of claims 5% and over,
up to 9%; 80% of claims 9% and over

           The claims experience is not accumulated from year to year, but is determined solely on the basis of claims in any one federal fiscal year compared with the original principal amount of loans in repayment at the beginning of that year.

           The 1993 Amendments reduce the reimbursement amounts described above, effective for loans initially disbursed on or after October 1, 1993 as follows: 100% reimbursement is reduced to 98%, 90% reimbursement is reduced to 88%, and 80% reimbursement is reduced to 78%, subject to certain limited exceptions. The 1998 Amendments further reduce the federal reimbursement amounts from 98% to 95%, 88% to 85%, and 78% to 75% respectively, for student loans first disbursed on or after October 1, 1998.

           The reduced reinsurance for federal guaranty agencies increases the risk that resources available to guarantee agencies to meet their guarantee obligation will be significantly reduced.

           Reimbursement. The original principal amount of loans guaranteed by a guarantee agency which are in repayment for purposes of computing reimbursement payments to a guarantee agency means the original principal amount of all loans guaranteed by a guarantee agency less:

• the original principal amount of such loans that have been fully repaid, and

• the original amount of such loans for which the first principal installment payment has not become due.

The Secretary of Education may withhold reimbursement payments if a guarantee agency makes a material misrepresentation or fails to comply with the terms of its agreements with the Secretary of Education or applicable federal law.

           Under the guarantee agreements, if a payment on a Federal Family Education Loan guaranteed by a guarantee agency is received after reimbursement by the Secretary of Education, the guarantee agency is entitled to receive an equitable share of the payment.

           Any originator of any student loan guaranteed by a guarantee agency is required to discount from the proceeds of the loan at the time of disbursement, and pay to the guarantee agency, an insurance premium which may not exceed that permitted under the Higher Education Act.

           Under present practice, after the Secretary of Education reimburses a guarantee agency for a default claim paid on a guaranteed loan, the guarantee agency continues to seek repayment from the borrower. The guarantee agency returns to the Secretary of Education payments that it receives from a borrower after deducting and retaining: a percentage amount equal to the complement of the reimbursement percentage in effect at the time the loan was reimbursed, and an amount equal to 24% of such payments for certain administrative costs. The Secretary of Education may, however, require the assignment to the Secretary of defaulted guaranteed loans, in which event no further collections activity need be undertaken by the guarantee agency, and no amount of any recoveries shall be paid to the guarantee agency.

           A guarantee agency may enter into an addendum to its Interest Subsidy Agreement that allows the guarantee agency to refer to the Secretary of Education certain defaulted guaranteed loans. Such loans are then reported to the IRS to "offset" any tax refunds which may be due any defaulted borrower. To the extent that the guarantee agency has originally received less than 100% reimbursement from the Secretary of Education with respect to such a referred loan, the guarantee agency will not recover any amounts subsequently collected by the federal government which are attributable to that portion of the defaulted loan for which the guarantee agency has not been reimbursed.

           Rehabilitation of defaulted loans. Under the Higher Education Act, the Secretary of Education is authorized to enter into an agreement with a guarantee agency pursuant to which the guarantee agency shall sell defaulted loans that are eligible for rehabilitation to an eligible lender. The guarantee agency shall repay the Secretary of Education an amount equal to 81.5% of the then current principal balance of such loan, multiplied by the reimbursement percentage in effect at the time the loan was reimbursed. The amount of such repayment shall be deducted from the amount of federal reimbursement payments for the fiscal year in which such repayment occurs, for purposes of determining the reimbursement rate for that fiscal year.

           For a loan to be eligible for rehabilitation, the guarantee agency must have received consecutive payments for 12 months of amounts owed on such loan. Upon rehabilitation, a loan is eligible for all the benefits under the Higher Education Act for which it would have been eligible had no default occurred (except that a borrower's loan may only be rehabilitated once).

           Eligibility for federal reimbursement. To be eligible for federal reimbursement payments, guaranteed loans must be made by an eligible lender under the applicable guarantee agency's guarantee program, which must meet requirements prescribed by the rules and regulations promulgated under the Higher Education Act, including the borrower eligibility, loan amount, disbursement, interest rate, repayment period and guarantee fee provisions described herein and the other requirements set forth in the Higher Education Act.

           Prior to the 1998 Amendments, a Federal Family Education Loan was considered to be in default for purposes of the Higher Education Act when the borrower failed to make an installment payment when due, or to comply with the other terms of the loan, and if the failure persists for 180 days in the case of a loan repayable in monthly installments or for 240 days in the case of a loan repayable in less frequent installments. Under the 1998 Amendments, the delinquency period required for a student loan to be declared in default is increased from 180 days to 270 days for loans payable in monthly installments on which the first day of delinquency occurs on or after the date of enactment of the 1998 Amendments and from 240 days to 330 days for a loan payable less frequently than monthly on which the delinquency occurs after the date of enactment of the 1998 Amendments.

           The guarantee agency must pay the lender for the defaulted loan prior to submitting a claim to the Secretary of Education for reimbursement. The guarantee agency must submit a reimbursement claim to the Secretary of Education within 45 days after it has paid the lender's default claim. As a prerequisite to entitlement to payment on the guarantee by the guarantee agency, and in turn payment of reimbursement by the Secretary of Education, the lender must have exercised reasonable care and diligence in making, servicing and collecting the guaranteed loan. Generally, these procedures require:

• that completed loan applications be processed;

• a determination of whether an applicant is an eligible borrower attending an eligible institution under the Higher Education Act be made;

• the borrower's responsibilities under the loan be explained to him or her;

• the promissory note evidencing the loan be executed by the borrower; and

• that the loan proceeds be disbursed by the lender in a specified manner.

           After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferments and forbearances and credit the borrower for payments made. If a borrower becomes delinquent in repaying a loan, a lender must perform certain collection procedures, primarily telephone calls, demand letters, skiptracing procedures and requesting assistance from the applicable guarantee agency, that vary depending upon the length of time a loan is delinquent.

Direct Loans

           The 1993 Amendments authorized a program of "direct loans," to be originated by schools with funds provided by the Secretary of Education. Under the direct loan program, the Secretary of Education is directed to enter into agreements with schools, or origination agents in lieu of schools, to disburse loans with funds provided by the Secretary. Participation in the program by schools is voluntary. The goals set forth in the 1993 Amendments call for the direct loan program to constitute 5% of the total volume of loans made under the Federal Family Education Loan Program and the direct loan program for academic year 1994-1995, 40% for academic year 1995-1996, 50% for academic years 1996-1997 and 1997-1998 and 60% for academic year 1998-1999. No provision is made for the size of the direct loan program thereafter. Based upon information released by the General Accounting Office, participation by schools in the direct loan program has not been sufficient to meet the goals for the 1995-1996 or 1996-1997 academic years. The 1998 Amendments removed references to the "phase-in" of the Direct Loan Program, including restrictions on annual limits for Direct Loan Program volume and the Secretary's authority to select additional institutions to achieve balanced school representation.

           The loan terms are generally the same under the direct loan program as under the Federal Family Education Loan Program, though more flexible repayment provisions are available under the direct loan program. At the discretion of the Secretary of Education, students attending schools that participate in the direct loan program (and their parents) may still be eligible for participation in the Federal Family Education Loan Program, though no borrower could obtain loans under both programs for the same period of enrollment.

           It is difficult to predict the impact of the direct lending program. There is no way to accurately predict the number of schools that will participate in future years, or, if the Secretary authorizes students attending participating schools to continue to be eligible for Federal Family Education Loan Program loans, how many students will seek loans under the direct loan program instead of the Federal Family Education Loan Program. In addition, it is impossible to predict whether future legislation will eliminate, limit or expand the direct loan program or the Federal Family Education Loan Program.

Other guarantee agencies

           Although the student loans that comprise the assets of each trust will generally be guaranteed by the guarantee agencies described in the related prospectus supplement, each trust may acquire student loans which are guaranteed by other guarantee agencies with the approval of the rating agencies.

Federal Income Tax Consequences

           The following is a summary of all material federal income tax consequences of the purchase, ownership and disposition of notes for the investors described below and is based on the advice of Stroock & Stroock & Lavan LLP, as tax counsel to College Loan LLC. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change. The discussion does not deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules, including but not limited to, partnerships or entities treated as partnerships for federal income tax purposes, pension plans and foreign investors, except as otherwise indicated. In addition, this summary is generally limited to investors who will hold the notes as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Investors should consult their own tax advisors to determine the federal, state, local and other tax consequences of the purchase, ownership and disposition of the notes of any series. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service (the "Service") with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the Service will not take contrary positions.

Characterization of the trust estate

           Based upon certain assumptions and certain representations of College Loan LLC, Stroock & Stroock & Lavan LLP will render, with respect to the notes, its opinion to the effect that the notes will be treated as debt, rather than as an interest in the student loans, and that the trust which issues the notes will not be characterized as an association or publicly traded partnership taxable as a corporation, each for federal income tax purposes. In addition, Stroock & Stroock & Lavan LLP has rendered its opinion to the effect that this discussion is a summary of all material federal income tax consequences as to the purchase, ownership and disposition of the notes with respect to the investors described herein. Unlike a ruling from the Service, such opinion is not binding on the courts or the Service. Therefore, it is possible that the Service could assert that, for purposes of the Code, the transaction contemplated by this prospectus constitutes a sale of the student loans (or an interest therein) to the registered owners or that the relationship which will result from this transaction is that of a partnership, or an association taxable as a corporation.

           If, instead of treating the transaction as creating secured debt, the transaction were treated as creating a partnership among the beneficial owners, the servicer and the trust which has purchased the underlying student loans, the resulting partnership would not be subject to federal income tax. Rather, the servicer, the trust and each beneficial owner would be taxed individually on their respective distributive shares of the partnership's income, gain, loss, deductions and credits. The amount and timing of items of income and deduction of the beneficial owner could differ if the notes were held to constitute partnership interests, rather than indebtedness.

           If, alternatively, it were determined that this transaction created an entity which was classified as a corporation or a publicly traded partnership taxable as a corporation and treated as having purchased the student loans, the trust would be subject to federal income tax at corporate income tax rates on the income it derives from the student loans, which would reduce the amounts available for payment to the registered owners. Cash payments to the registered owners generally would be treated as dividends for tax purposes to the extent of such corporation's accumulated and current earnings and profits. However, as noted above, College Loan LLC has been advised that the notes would be treated as debt of the respective trust for federal income tax purposes and that each trust organized to issue notes will not be characterized as an association or publicly traded partnership taxable as a corporation.

Characterization of the notes as indebtedness

           Each trust and the registered owners will express in the indenture their intent that, for federal income tax purposes, the notes will be indebtedness of such trust secured by the student loans. Each trust and the registered owners, by accepting the notes, have agreed to treat the notes as indebtedness of such trust for federal income tax purposes. Each trust intends to treat this transaction as a financing reflecting the notes as its indebtedness for tax and financial accounting purposes.

           In general, the characterization of a transaction as a sale of property or a secured loan, for federal income tax purposes, is a question of fact, the resolution of which is based upon the economic substance of the transaction, rather than its form or the manner in which it is characterized for state law or other purposes. While the Service and the courts have set forth several factors to be taken into account in determining whether the substance of a transaction is a sale of property or a secured indebtedness, the primary factor in making this determination is whether the transferee has assumed the risk of loss or other economic burdens relating to the property and has obtained the benefits of ownership thereof. Notwithstanding the foregoing, in some instances, courts have held that a taxpayer is bound by the particular form it has chosen for a transaction, even if the substance of the transaction does not accord with its form.

           College Loan LLC believes that it has retained the preponderance of the primary benefits and burdens associated with ownership of the student loans and should, thus, be treated as the owner of the student loans for federal income tax purposes. If, however, the Service were successfully to assert that this transaction should be treated as a sale of the student loans, and the trust created pursuant to the indenture, the owner of the student loans for federal income tax purposes, under certain circumstances the Service could assert that such trust may be deemed to be engaged in a business and, therefore, characterized as a publicly traded partnership taxable as a corporation.

Taxation of interest income of registered owners

           Payments of interest with regard to the notes will be includible as ordinary income when received or accrued by the beneficial owners in accordance with their respective methods of tax accounting and applicable provisions of the Code. In particular, Section 1272 of the Code requires the current ratable inclusion in income of original issue discount greater than a specified de minimis amount using a constant yield method of accounting. In general, original issue discount is calculated, with regard to any accrual period, by applying the instrument's yield to its adjusted issue price at the beginning of the accrual period, reduced by any qualified stated interest allocable to the period. The aggregate original issue discount allocable to an accrual period is allocated to each day included in such period. The holder of a debt instrument must include in income the sum of the daily portions of original issue discount attributable to the number of days he owned the instrument as it accrues, without regard to the timing of the receipt of the cash attributable to such income or to the holder's method of accounting. The legislative history of the original issue discount provisions indicates that the calculation and accrual of original issue discount should be based on the prepayment assumptions used by the parties in pricing the transaction.

           Original issue discount is the stated redemption price at maturity of a debt instrument over its issue price. The stated redemption price at maturity includes all payments with respect to an instrument other than interest unconditionally payable at a fixed rate or a qualified variable rate at fixed intervals of one year or less. College Loan LLC expects that the Class A and Class B notes will not be issued with original issue discount. However, there can be no assurance that the Service would not assert that the interest payable with respect to the Class B notes may not be qualified stated interest because such payments are not unconditional and that the Class B notes are issued with original issue discount.

           Payments of interest received with respect to the notes may also constitute "investment income" for purposes of certain limitations of the Code concerning the deductibility of investment interest expense. Potential registered owners or the beneficial owners should consult their own tax advisors concerning the treatment of interest payments with regard to the notes.

           A purchaser who buys a note of any series at a discount from its principal amount (or its adjusted issue price if issued with original issue discount greater than a specified de minimis amount) will be subject to the market discount rules of the Code. In general, the market discount rules of the Code treat principal payments and gain on disposition of a debt instrument as ordinary income to the extent of accrued market discount. Although the accrued market discount on debt instruments such as the notes which are subject to prepayment based on the prepayment of other debt instruments is to be determined under regulations yet to be issued, the legislative history of the market discount provisions of the Code indicate that the same prepayment assumption used to calculate original issue discount should be utilized. Each potential investor should consult his tax advisor concerning the application of the market discount rules to the notes.

           In the event that the notes are considered to be purchased by a holder at a price greater than their remaining stated redemption price at maturity, they will be considered to have been purchased at a premium. The noteholder may elect to amortize such premium (as an offset to interest income), using a constant yield method, over the remaining term of the notes. Special rules apply to determine the amount of premium on a "variable rate debt instrument" and certain other debt instruments. Prospective holders should consult their tax advisors regarding the amortization of bond premium.

           The annual statement regularly furnished to registered owners for federal income tax purposes will include information regarding the accrual of payments of principal and interest with respect to the notes. As noted above, College Loan LLC believes, based on the advice of counsel, that it will retain ownership of the student loans for federal income tax purposes. In the event the indenture is deemed to create a pass-through entity as the owner of the student loans for federal income tax purposes instead of College Loan LLC (assuming such entity is not, as a result, taxed as an association), the owners of the notes could be required to accrue payments of interest more rapidly than otherwise would be required.

Sale or exchange of notes

           If a holder sells a note, such person will recognize gain or loss equal to the difference between the amount realized on such sale and the holder's basis in such note. Ordinarily, such gain or loss will be treated as a capital gain or loss. At the present time, in the case of individuals, the maximum capital gain rate for assets, such as the notes, held for more than twelve months is 15%. However, if a note was acquired subsequent to its initial issuance at more than a de minimis amount of discount, a portion of such gain will be recharacterized as accrued market discount and therefore as ordinary income.

           If the term of a note was materially modified, in certain circumstances, a new debt obligation would be deemed created and exchanged for the prior obligation in a taxable transaction. Among the modifications which may be treated as material are those which relate to the redemption provisions and, in the case of a nonrecourse obligation, those which involve the substitution of collateral. Each potential holder of a note should consult its own tax advisor concerning the circumstances in which the notes would be deemed reissued and the likely effects, if any, of such reissuance.

Special Tax Consequences to Holders of Reset Rate Notes

           The following discussion summarizes certain U.S. federal income tax consequences to a holder pertaining to the reset procedure for setting the interest rate, currency and other terms of a class of reset rate notes.

           As a general matter, notes that are subject to reset and remarketing provisions are not treated as repurchased and reissued or modified at the time of such reset. Unlike more typical reset rate notes, reset rate notes that are denominated in a currency other than U.S. dollars ("foreign exchange reset rate notes") are subject to a mandatory tender on the subsequent reset date and other unusual remarketing terms facilitated by the related currency swap agreements, both of which are indicative of treatment as newly issued instruments upon such reset date. Accordingly, although not free from doubt, the remarketing of foreign exchange reset rate notes pursuant to the reset procedures likely will constitute a retirement and reissuance of such notes under applicable Treasury regulations. In contrast, reset rate notes denominated in U.S. dollars ("U.S. dollar reset rate notes") will be subject to more typical reset procedures unless they are reset and remarketed into a currency other than U.S. dollars. Thus, subject to the discussion below regarding the possible alternative treatment of the reset rate securities, a non-tendering holder of a U.S. dollar reset rate security likely will not realize gain or loss if the security continues to be denominated in U.S. dollars, and such security will be deemed to remain outstanding until the security is reset into a currency other than U.S. dollars or until some other termination event (e.g., the call option is exercised, the stated maturity date is reached or the principal balance of the notes is reduced to zero). Although not free from doubt, in the event a U.S. dollar reset rate security is reset into a currency other than U.S. dollars (an event triggering a mandatory tender by all existing holders), the security likely will be treated as retired and reissued upon such reset.

           Regardless of whether they constitute U.S. dollar reset rate notes or foreign exchange reset rate notes, under applicable Treasury regulations, solely for purposes of determining original issue discount thereon, the reset rate notes will be treated as maturing on each reset date for their principal balance on such date and reissued on the reset date for the principal balance resulting from the reset procedures.

           If a failed remarketing occurs, for U.S. federal income tax purposes, the reset rate notes will be deemed to remain outstanding until a reset date on which they are subject to mandatory tender (i.e., in the case of the U.S. dollar reset rate notes, they are successfully remarketed into a currency other than U.S. dollars, or in the case of the foreign exchange reset rate notes, until the subsequent reset date on which a successful remarketing occurs), or until some other termination event (e.g., the call option is exercised, the stated maturity date is reached or the principal balance of the notes is reduced to zero).

           If the call option is exercised, the reset rate notes will be considered retired for U.S. federal income tax purposes. As a result, the subsequent resale of the reset rate notes to holders unrelated to the issuer will be considered a new issuance of the reset rate notes. The issue price, original issue discount, if any, holding period and other tax-related characteristics of the reset rate notes will accordingly be redetermined on the premise that the reset rate notes will be newly issued on the date on which the reset rate notes are resold.

           For a summary of the U.S. federal income tax accounting treatment of the U.S. dollar reset rate notes, holders of such notes should refer to "U.S. Federal Income Tax Consequences— Taxation of Interest Income of Registered Owners" above. The tax accounting treatment described in those sections assumes that the conclusions in the discussion above are correct but is subject to the discussion regarding the possible alternative treatment of the reset rate notes below.

           There can be no assurance that the IRS will agree with the above conclusions as to the expected treatment of the reset rate notes, and it is possible that the IRS could assert another treatment and that such treatment could be sustained by the IRS or a court in a final determination. Contrary to the treatment for U.S. dollar reset rate notes discussed above, it might be contended that a remarketing of U.S. dollar reset rate notes that continue to be denominated in U.S. dollars pursuant to such remarketing would result in the material modification of such notes and would give rise to a new indebtedness for U.S. federal income tax purposes. Given the open-ended nature of the reset mechanism, the possibility that U.S. dollar reset rate notes that continue to be denominated in U.S. dollars upon a reset may be deemed to mature and be reissued on the applicable reset date is somewhat greater than if the reset procedures were merely a device to reset interest rates on a regular basis. Alternatively, even if the reset mechanism did not cause a deemed reissuance of such U.S. dollar reset rate notes, such notes could be treated as bearing contingent interest under applicable Treasury regulations for purposes of the original issue discount provisions of the Code. See "U.S. Federal Income Tax Consequences— Special Tax Consequences to Holders of Auction Rate Securities" above for a discussion of such regulations.

           It might also be contended that U.S. dollar reset rate notes that are reset to a currency other than U.S. dollars or foreign exchange reset rate notes that are successfully remarketed should not be treated as maturing on the reset date, and instead should be treated as maturing on their stated maturity date or over their weighted average life for U.S. federal income tax purposes. Even if such reset rate notes were not so treated, applicable Treasury regulations generally treat reset rate notes as maturing on the reset date for purposes of calculating original issue discount. Such regulations probably would apply to the reset rate notes, although a different result cannot be precluded given the unusual features of the reset rate notes. In the event that U.S. dollar reset rate notes that are reset to a currency other than U.S. dollars or foreign exchange reset rate notes that are successfully remarketed were not treated as maturing on the reset date (e.g., such reset rate notes were treated as maturing on their stated maturity date or over their weighted average life for U.S. federal income tax purposes), it might also follow that such reset rate notes should be treated as bearing contingent interest. It is not entirely clear how such an instrument would be treated for tax accounting purposes. Holders should consult their own tax advisors regarding the proper tax accounting for such an instrument under this alternative characterization. Moreover, in this regard, final Treasury regulations were recently issued addressing the treatment of contingent payment debt instruments providing for payments denominated in or by reference to a non-U.S. dollar currency. These regulations generally require holders to compute and accrue original issue discount under the noncontingent bond method applicable to U.S. dollar denominated contingent payment debt instruments, and then to translate such amounts under the foreign currency rules described above. Under the noncontingent bond method, the amount treated as taxable interest to a holder of a reset rate security in each accrual period would be a hypothetical amount based on the issuer's current borrowing costs for comparable, noncontingent debt instruments, and a holder of a reset rate security might be required to include interest in income in excess of actual cash payments received for certain taxable periods. In addition, if the reset rate notes were treated as contingent payment debt instruments under these regulations, the characterization of any non-currency gain or loss upon their sale exchange would be affected. Specifically, any non-currency gain (which otherwise generally would be capital gain) would be treated as ordinary gain, and any non-currency loss (which otherwise generally would be capital loss) would be treated as ordinary loss to the extent of the holder's prior ordinary inclusions with respect to the reset rate notes, and the balance generally would be treated as capital loss.

Backup withholding

           Certain purchasers may be subject to backup withholding, currently at the rate of 28%, with respect to interest paid with respect to the notes if the purchasers, upon issuance, fail to supply the trustee or their brokers with their taxpayer identification numbers, furnish incorrect taxpayer identification numbers, fail to report interest, dividends or other "reportable payments" (as defined in the Code) properly, or, under certain circumstances, fail to provide the trustee with a certified statement, under penalty of perjury, that they are not subject to backup withholding. Information returns will be sent annually to the Service and to each purchaser setting forth the amount of interest paid with respect to the notes and the amount of tax withheld thereon.

State, local or foreign taxation

           College Loan LLC makes no representations regarding the tax consequences of purchase, ownership or disposition of the notes under the tax laws of any state, locality or foreign jurisdiction. Investors considering an investment in the notes should consult their own tax advisors regarding such tax consequences.

Limitation on the deductibility of certain expenses

           Under Section 67 of the Code, an individual may deduct certain miscellaneous itemized deductions only to the extent that the sum of such deductions for the taxable year exceeds 2% of his or her adjusted gross income. If contrary to expectation, the entity created under the indenture were treated as the owner of the student loans (and not as an association taxable as a corporation) and some or all of the noteholders were treated as equity owners of such entity, then College Loan LLC believes that a substantial portion of the expenses to be generated by the trust could be subject to the foregoing limitations. As a result, each potential beneficial owner should consult his or her personal tax advisor concerning the application of these limitations to an investment in the notes.

Tax-exempt investors

           In general, an entity which is exempt from federal income tax under the provisions of Section 501 of the Code is subject to tax on its unrelated business taxable income. An unrelated trade or business is any trade or business which is not substantially related to the purpose which forms the basis for such entity's exemption. However, under the provisions of Section 512 of the Code, interest may be excluded from the calculation of unrelated business taxable income unless the obligation which gave rise to such interest is subject to acquisition indebtedness. If, contrary to expectations, one or more of the notes of any series were considered equity for tax purposes and if one or more other notes were considered debt for tax purposes, those notes treated as equity likely would be subject to acquisition indebtedness and likely would generate unrelated business taxable income. However, as noted above, counsel has advised College Loan LLC that the notes should be characterized as debt for federal income tax purposes. Therefore, except to the extent any beneficial owner incurs acquisition indebtedness with respect to a note, interest paid or accrued with respect to such note may be excluded by each tax-exempt beneficial owner from the calculation of unrelated business taxable income. Each potential tax-exempt beneficial owner is urged to consult its own tax advisor regarding the application of these provisions.

Foreign Investors

           A holder which is not a U.S. person ("foreign holder") will not be subject to U.S. federal income or withholding tax in respect of interest income or gain on the notes if certain conditions are satisfied, including: (1) the foreign holder provides an appropriate statement, signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating, among other things, that the foreign holder is not a U.S. person, (2) the foreign holder is not a "10-percent shareholder" or "related controlled foreign corporation" with respect to the trust and (3) the interest income is not effectively connected with a United States trade or business of the holder. To the extent these conditions are not met, a 30% withholding tax will apply to interest income on the notes, unless an income tax treaty reduces or eliminates such tax or the interest is effectively connected with the conduct of a trade or business within the United States by such foreign holder. In the latter case, such foreign holder will be subject to U.S. federal income tax with respect to all income from the notes at regular rates applicable to U.S. taxpayers, and may be subject to the branch profits tax if it is a corporation. A "U.S. person" is: (i) a citizen or resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal tax purposes) that is created or organized in or under the laws of the United States or any State thereof (including the District of Columbia), (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions. Partnerships and entities treated as partnerships for federal income tax purposes are subject to special rules and such persons or their members, if foreign, should consult their tax advisors concerning such treatment.

           Generally, a foreign holder will not be subject to federal income tax on any amount which constitutes capital gain upon the sale, exchange, retirement or their disposition of a note unless such foreign holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange, retirement or other disposition and certain other conditions are met, or unless the gain is effectively connected with the conduct of a trade or business in the United States by such foreign holder. If the gain is effectively connected with the conduct of a trade or business in the United States by such foreign holder, such holder will generally be subject to U.S. federal income tax with respect to such gain in the same manner as U.S. holders, as described above, and a foreign holder that is a corporation could be subject to a branch profits tax on such income as well.

ERISA Considerations

           Section 406 of the Employee Income Retirement Security Act of 1974, as amended ("ERISA") and/or Section 4975 of the Code prohibit pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts and some types of Keogh plans (each a "Plan"), from engaging in some types of transactions with persons that are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to a Plan. A violation of these "prohibited transaction" rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for those persons. Some transactions involving the respective trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased notes if assets of the trust were deemed to be assets of the Plan. Under regulations issued by the United States Department of Labor (the "Plan Asset Regulations"), the assets of the trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an "equity interest" in the trust and none of the exceptions contained in the Plan Asset Regulations was applicable. An equity interest is defined under the Plan Asset Regulations as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Unless the related prospectus supplement states otherwise, although there is little guidance on the subject, College Loan LLC believes the notes of each trust would be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations. Other exceptions, if any, from application of the Plan Asset Regulations available with respect to any notes will be discussed in the related prospectus supplement.

           However, without regard to whether notes are treated as an equity interest for those purposes, the acquisition or holding of notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if College Loan LLC, College Loan Corporation, any other servicer, an underwriter, the related trust or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to a Plan. Some of the exemptions from the prohibited transaction rules could be applicable to the purchase and holding of notes by a Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the notes. Included among these exemptions are: Prohibited Transaction Class Exemption ("PTCE"), 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding transactions effected by qualified professional asset managers; PTCE 95-60, regarding transactions by life insurance company general accounts; and PTCE 96-23, regarding transactions effected by in-house asset managers.

           A plan fiduciary considering the purchase of notes should consult its legal advisors regarding the fiduciary responsibility provisions of ERISA (including those of investment prudence, diversification and the requirement that an ERISA plan's investment of its assets be made in accordance with the documents governing the Plan), whether the assets of the related trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and their potential consequences.

           Each prospectus supplement may contain additional information concerning considerations relating to ERISA and the Code that are applicable to the related notes. Before purchasing notes in reliance on the above exemptions, or any other exemption, a fiduciary of a Plan should itself confirm that requirements set forth in such exemption would be satisfied.

           Governmental plans and church plans as defined in ERISA are not subject to ERISA or Code Section 4975, although they may elect to be qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code and would then be subject to the prohibited transaction rules set forth in Section 503 of the Code. In addition, governmental plans may be subject to federal, state and local laws which are to a material extent similar to the provisions of ERISA or Code Section 4975 ("Similar Law"). A fiduciary of a governmental plan should make its own determination as to the propriety of an investment in notes under applicable fiduciary or other investment standards and the need for the availability of any exemptive relief under any Similar Law.

Static Pool Data

           If so specified in the related prospectus supplement, static pool data with respect to the delinquency, cumulative loss and prepayment data for the trusts formed by the depositor, or any other affiliated person specified in the related prospectus supplement, will be made available through an Internet website. The prospectus supplement related to each series for which the static pool data is provided through an Internet website will contain the website address to obtain this information. Except as stated below, the static pool data provided through any website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related prospectus supplement.

           Notwithstanding the foregoing, the following information will not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

• information regarding prior securitized pools of student loans sold to trusts that were formed by the depositor before January 1, 2006; and

• with respect to information regarding the pool of student loans described in the related prospectus supplement, information about such pool for periods before January 1, 2006.

           Copies of the static pool data presented on the website and deemed part of this prospectus may be obtained upon written request by the noteholders of the related series at the address specified in the related prospectus supplement. Copies of information related to any periods prior to January 1, 2006 may also be obtained upon written request.

           Static pool data may also be provided in the related prospectus supplement or may be provided in the form of a CD-ROM accompanying the related prospectus supplement. The related prospectus supplement will specify how the static pool data will be presented.

Plan of Distribution

           The trusts may sell the notes of each series to or through underwriters by "best efforts" underwriting or a negotiated firm commitment underwriting by the underwriters, and also may sell the notes directly to other purchasers or through agents. If so indicated in the prospectus supplement, a trust may sell such notes, directly or through agents, through a competitive bidding process described in the applicable prospectus supplement. Notes will be offered through such various methods from time to time and offerings may be made concurrently through more than one of these methods or an offering of a particular series of the notes may be made through a combination of such methods.

           The distribution of the notes may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices based, among other things, upon existing interest rates, general economic conditions and investors' judgments as to the price of the notes.

           In connection with the sale of the notes, underwriters may receive compensation from the trust or from the purchasers of such notes for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell the notes of a trust to or through dealers and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the notes may be deemed to be underwriters and any discounts or commissions received by them from a trust and any profit on the resale of the notes by them may be deemed to be underwriting discounts and commissions under the Securities Act. The underwriters will be identified, and any compensation received from a trust will be described, in the applicable prospectus supplement.

           A trust may agree with the underwriters and agents who participate in the distribution of the notes that it will indemnify them against liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereto.

           If so indicated in the prospectus supplement, a trust will authorize underwriters or other persons acting as its agent to solicit offers by certain institutions to purchase the notes pursuant to contracts providing for payment and delivery on a future date. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases the trust must approve the institutions. The obligation of any purchaser under any contract will be subject to the condition that the purchaser of the notes shall not be prohibited by law from purchasing such notes. The underwriters and other agents will not have responsibility in respect of the validity or performance of these contracts.

           The underwriters may, from time to time, buy and sell notes, but there can be no assurance that an active secondary market will develop and there is no assurance that any market, if established, will continue.

           This prospectus may be used in connection with the remarketing of a class of reset rate notes or the offering of a class of reset rate notes by the sponsor, or its designated affiliates, after its exercise of the call option with respect to that class of notes. In connection with any remarketing of a class of reset rate notes, unless the all hold rate is in effect, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering the terms of the remarketing.

           If the sponsor or its designated affiliate, exercises its call option with respect to any class of reset rate notes previously publicly offered by a trust formed by the depositor prior to a related reset date, that entity may resell those reset rate notes under this prospectus. In connection with the resale, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering such resale.

           If applicable, each such prospectus supplement will also contain material information regarding any new swap counterparty or counterparties. In addition, each new prospectus supplement will contain any other pertinent information relating to the trust as may be requested by prospective purchasers, remarketing agents or otherwise, and will also contain material information regarding the applicable student loan guarantors and information describing the characteristics of the trust's student loans that remain outstanding as of a date reasonably proximate to the date of that prospectus supplement, including updated tables relating to the information presented in the original prospectus supplement, new tables containing the statistical information generally presented by the depositor as part of its then recent student loan securitizations, or a combination of both.

Legal Matters

           Certain legal and tax matters will be passed upon by Stroock & Stroock & Lavan LLP, as counsel to the trusts. Other counsel, if any, passing upon legal matters for the trusts or any placement agent or underwriter will be identified in the related prospectus supplement.

Financial Information

           The notes are limited obligations payable solely from the revenues generated from the student loans and other assets of each trust. Accordingly, it has been determined that financial statements for each trust are not material to any offering made hereby. Accordingly, financial statements with respect to the trusts are not included in this prospectus, and will not be included in any prospectus supplement.

Ratings

           It is a condition to the issuance of the notes that they be rated by at least one nationally recognized statistical rating organization in one of its generic rating categories which signifies investment grade (typically, in one of the four highest rating categories). The specific ratings for class of notes will be described in the related prospectus supplement.

           A securities rating addresses the likelihood of the receipt by owners of the notes of payments of principal and interest with respect to their notes from assets in the trust estate. The rating takes into consideration the characteristics of the student loans, and the structural, legal and tax aspects associated with the rated notes.

           A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each securities rating should be evaluated independently of similar ratings on different securities.

Incorporation of Documents by Reference;
Where to Find More Information

           The trust's are subject to the reporting requirements of the Securities Exchange Act of 1934 and to comply with those requirements, we will file with the SEC periodic reports, including reports on Forms 8-K and 10-D, an annual report on Form 10-K, and other information as required under SEC rules and regulations. The SEC allows us to incorporate by reference into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to the reports we file with the SEC. We hereby incorporate by reference all periodic reporting documents we file with the SEC after the date of this prospectus and before all of the notes have been issued.

           We will provide you, without charge, a copy of any of the documents incorporated by reference upon written or oral request directed to College Loan LLC, 16855 W. Bernardo Drive, Suite 100, San Diego, California 92127, or by phone at (858) 716-1586.

           You may read and copy our registration statement and reports and other information that we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov from which our registration statement and reports are available.

Glossary of Terms

           Some of the terms used in this prospectus are defined below. The indenture contains the definition of other terms used in this prospectus and reference is made to the indenture for those definitions.

           "Authorized Representative" shall mean, when used with reference to a College Loan Corporation Trust any officer or board member of any affiliate organization or other entity authorized by the trust agreement to act on such College Loan Corporation Trust's behalf.

           "Book-entry Form" or "Book-entry System" means a form or system under which (a) the beneficial right to principal and interest may be transferred only through a book entry, (b) physical securities in registered form are issued only to a securities depository or its nominee as registered owner, with the securities "immobilized" to the custody of the securities depository, and (c) the book entry is the record that identifies the owners of beneficial interests in that principal and interest.

           "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

           "Collection Period" means, with respect to the first distribution date, the period beginning and ending on the dates specified in a related prospectus supplement, and for any subsequent distribution date, the three full calendar months preceding a distribution date or such other periods as may be described in a prospectus supplement.

           "Counterparty" shall mean a third party which, at the time of entering into a Derivative Product, has a rating satisfactory to the Rating Agencies rating the notes, and which is obligated to make payments under a Derivative Product.

           "Derivative Payment Date" shall mean, with respect to a Derivative Product, any date specified in the Derivative Product on which a payment is due and payable under the Derivative Product.

           "Derivative Product" shall mean a written contract or agreement between a trust and a Counterparty, which provides that the trust's obligations thereunder will be conditioned on the absence of (i) a failure by the Counterparty to make any payment required thereunder when due and payable, or (ii) a default thereunder with respect to the financial status of the Counterparty, and:

           (a) under which the trust is obligated (whether on a net payment basis or otherwise), on one or more scheduled and specified Derivative Payment Dates, to make payments to a Counterparty in exchange for the Counterparty's obligation (whether on a net payment basis or otherwise) to make payments to the trust, on one or more scheduled and specified Derivative Payment Dates, in the amounts set forth in the Derivative Product;

           (b) for which the trust's obligation to make payments may be secured by a pledge of and lien on the trust estate on an equal and ratable basis with any class of the trust's outstanding notes and which payments may be equal in priority with any priority classification of the trust's outstanding notes; and

           (c) under which payments are to be made directly to the trustee for deposit into the Revenue Fund.

           "Distribution Date" shall have the meaning described in the related prospectus supplement.

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

           "Event of Bankruptcy" shall mean (a) a College Loan Corporation Trust 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 a College Loan Corporation Trust 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.

           "Federal Reimbursement Contracts" shall mean the agreements between the guarantee agency and the Secretary providing for the payment by the Secretary of amounts authorized to be paid pursuant to the Higher Education Act, including (but not necessarily limited to) reimbursement of amounts paid or payable upon defaulted student loans and other student loans guaranteed or insured by the guarantee agency and interest benefit payments and special allowance payments to holders of qualifying student loans guaranteed or insured by the guarantee agency.

           "Fitch" shall mean Fitch, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns.

           "Guarantee" or "Guaranteed" shall mean, with respect to a student 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 student loan allowed by the terms of the Higher Education Act with respect to such student loan at the time it was originated and the coverage of such student loan by the federal reimbursement contracts, providing, among other things, for reimbursement to the guaranty agency for payments made by it on defaulted student loans insured or guaranteed by the guaranty agency of at least the minimum reimbursement allowed by the Higher Education Act with respect to a particular student 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 Higher Education Act and with which the eligible lender trustee maintains a guarantee agreement.

           "Higher Education 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.

           "Indenture" shall mean each indenture of trust between a College Loan Corporation Trust and the eligible lender trustee identified in the applicable prospectus supplement, including all supplements and amendments thereto.

           "Insurance" or "Insured" or "Insuring" means, with respect to a student 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 Higher Education Act of 100% of the principal of and accrued interest on such student loan.

           "Interest Benefit Payment" shall mean an interest payment on student loans received pursuant to the Higher Education Act and an agreement with the federal government or any similar payments.

           "Interest Period" or "Interest Accrual Period" means, with respect to (a) LIBOR rate notes and any class of the reset rate notes that bears interest at a floating rate of interest, for the first distribution date, the period beginning on the closing date and ending on the date specified in a related prospectus supplement, and for any subsequent distribution date, the period beginning on the prior distribution date and ending on the day before such distribution date; provided that, if more than one interest rate change date occurs for any class of the reset rate notes within any given interest accrual period, the related rate of interest for the entire interest accrual period shall be as specified in the relevant remarketing terms notice; and (b) a class of the reset rate notes bearing a fixed rate of interest and (i) denominated in U.S. dollars, the period from and including the 25^th day of the month of the month containing the immediately preceding quarterly distribution date, to and including the 24^th day of the month containing the current quarterly distribution date for such class of the reset rate notes, or (ii) denominated in a currency other than U.S. dollars, (A) the period from and including the 25^th day of the month containing the immediately preceding quarterly distribution date, to and including the 24^th day of the month containing the current quarterly distribution date or (B) as otherwise specified in a related prospectus supplement.

           "Master Servicer" shall mean College Loan Corporation or CLC Servicing and any other additional Master Servicer or successor Master Servicer selected by a trust, including an affiliate of a trust, so long as such trust obtains a Rating Confirmation as to each such other Master Servicer.

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

           "Notes" shall mean a trust's notes or other obligations issued under an indenture.

           "Participant" means a member of, or participant in, the depository.

           "Quarterly Funding Amount" shall mean, for each applicable quarterly distribution date, the monies deposited into the Remarketing Fee Fund, prior to the payment of interest on any of the notes, for payment of the remarketing agents' fees.

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

           "Rating Agency Condition" shall mean, with respect to any action, that each rating agency shall have been given prior notice thereof and that each of the rating agencies shall have issued a rating confirmation.

           "Rating Confirmation" means a letter from each rating agency then providing a rating for any of the notes at the request of the Issuer, confirming that the action proposed to be taken by a trust 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 or withdraw or qualify the ratings then applicable to the notes issued by that trust.

           "Registered Owner" shall mean the person in whose name a note is registered on the note registration books maintained by the trustee.

           "Reset Period Target Amount" shall mean an amount for deposit into the Remarketing Fee Fund to be set for the reset rate notes for each reset period, which will not exceed 0.10% per annum of the outstanding principal balance of the reset rate notes, or such other amount that satisfies the rating agency condition.

           "Revenue" or "Revenues" shall mean all amounts received by the trustee from or on account of any student loan as a recovery of the principal amount thereof, all payments, proceeds, charges and other income received by the trustee or a College Loan Corporation Trust from or on account of any student loan (including scheduled, delinquent and advance payments of and any insurance proceeds with respect to, interest, including interest benefit payments, on any student loan and any special allowance payment received by a College Loan Corporation Trust with respect to any student loan) and all interest earned or gain realized from the investment of amounts in any fund or account and all payments received by a College Loan Corporation Trust pursuant to a derivative product.

           "S&P" shall mean Standard & Poor's Ratings Group, 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 Higher Education Act or when the context so requires, the former Commissioner of Education of the United States Department of Health, Education and Welfare.

           "Seller" shall mean any eligible lender from which College Loan LLC is purchasing or has purchased or agreed to purchase student loans for subsequent sale to a College Loan Corporation Trust.

           "Servicer" shall mean, collectively, any master servicer, servicer or successor master servicer or servicer selected by a trust, including an affiliate of a trust, so long as such trust obtains a Rating Confirmation as to each such other Master servicer or Servicer.

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

           "Supplemental Indenture" shall mean an agreement supplemental to the indenture executed pursuant to the indenture.

APPENDIX I
GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES

           Except in certain limited circumstances, the globally offered notes (the "Global Securities") will be available only in book-entry form. Investors in the Global Securities may hold such Global Securities through any of The Depository Trust Company, Clearstream, Luxembourg or Euroclear. The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

           Secondary market trading between investors holding Global Securities through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice (i.e., seven calendar day settlement).

           Secondary market trading between investors holding Global Securities through The Depository Trust Company will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations and prior Asset-Backed Certificates issues.

           Secondary, cross-market trading between Clearstream, Luxembourg or Euroclear and The Depository Trust Company Participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream, Luxembourg and Euroclear (in such capacity) and as The Depository Trust Company Participants.

           Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

           All Global Securities will be held in book-entry form by The Depository Trust Company in the name of Cede & Co. as nominee of The Depository Trust Company Investors' interests in the Global Securities will be represented through financial institutions acting on their behalf of their participants through their respective Depositaries, which in turn will hold such positions in accounts as The Depository Trust Company Participants.

           Investors electing to hold their Global Securities through The Depository Trust Company will follow the settlement practices applicable to prior Asset-Backed Certificates issues. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

           Investors electing to hold their Global Securities through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no "lock-up" or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

           Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date.

           Trading between The Depository Trust Company Participants. Secondary market trading between The Depository Trust Company Participants will be settled using the procedures applicable to prior Student Loan Asset-Backed Securities issues in same-day funds.

           Trading between Clearstream, Luxembourg and/or Euroclear Participants. Secondary market trading between Clearstream, Luxembourg Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

           Trading between The Depository Trust Company Seller and Clearstream, Luxembourg or Euroclear Purchaser. When Global Securities are to be transferred from the account of a The Depository Trust Company Participant to the account of a Clearstream, Luxembourg Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days, or a 360-day year of twelve 30-day months, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary of The Depository Trust Company Participant's account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream, Luxembourg Participant's or Euroclear Participant's account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York.) If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream, Luxembourg, or Euroclear cash debt will be valued instead as of the actual settlement date.

           Clearstream, Luxembourg Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream, Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream, Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later.

           As an alternative, if Clearstream, Luxembourg or Euroclear has extended a line of credit to them, Clearstream, Luxembourg Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream, Luxembourg Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream, Luxembourg Participant's or Euroclear Participant's particular cost of funds.

           Since the settlement is taking place during New York business hours, The Depository Trust Company Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream, Luxembourg Participants or Euroclear Participants. The sale proceeds will be available to The Depository Trust Company seller on the settlement date. Thus, to The Depository Trust Company Participants a cross-market transaction will settle no differently than a trade between two The Depository Trust Company Participants.

           Trading between Clearstream, Luxembourg or Euroclear Seller and The Depository Trust Company Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred the respective clearing system, through the respective Depositary, to a Depository Trust Company Participant. The seller will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases Clearstream, Luxembourg or Euroclear will instruct the Depositary, as appropriate, to deliver the Global Securities to The Depository Trust Company Participant's account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days, or a 360-day year of twelve 30-day months, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to an excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream, Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear Participant's account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream, Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear Participant's account would instead be valued as of the actual settlement date.

           Finally, day traders that use Clearstream, Luxembourg or Euroclear and that purchase Global Securities from The Depository Trust Company Participants for delivery to Clearstream, Luxembourg Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

           (a)     borrowing through Clearstream, Luxembourg or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts) in accordance with the clearing system's customary procedures;

           (b)     borrowing the Global Securities in the U.S. from a Depository Trust Company Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear accounts in order to settle the sale side of the trade; or

           (c)     staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from The Depository Trust Company Participant is at least one day prior to the value date for the sale to the Clearstream, Luxembourg Participant or Euroclear Participant.

Certain U.S. Federal Income Tax Documentation Requirements

           A beneficial owner of Global Securities holding securities through Clearstream, Luxembourg, or Euroclear (or through The Depository Trust Company if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate.

           Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global Securities that are non-U.S. Persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Withholding Tax). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.

           Exemption for non-U.S. Persons with effectively connected income (Form W-8ECI). A non-U.S. Person including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

           Exemption or reduced rate for non-U.S. Persons resident in treaty countries. (Form W-8BEN). Non-U.S. Persons that are Note Owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (including Part II thereof).

           Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer's Request for Taxpayer Identification Number and Certification).

           U.S. Federal Income Tax Reporting Procedure. The Note Owner of a Global Security files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Form W-8BEN and Form W-8ECI are effective until the third calendar year from the date the form is signed.

           The term "U.S. Person" means (i) a citizen or resident of the United States, (ii) a corporation or partnership, or other entity taxable as such, organized in or under the laws of the United States or any state (including the District of Columbia), (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source or (iv) a trust if a Court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust. This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Global Securities. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities as well as the application of the Treasury regulations relating to tax documentation requirements that are generally effective with respect to payments made after December 31, 2000.

$____________________

Student Loan Asset-Backed Notes, Series 200_-_

College Loan Corporation Trust 200_-_
Issuing Entity

College Loan LLC
Depositor

College Loan Corporation
Sponsor and Issuer Administrator

_________________

P R O S P E C T U S   S U P P L E M E N T
_________________

Underwriters

_________________

________ __, 200_

           You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.

           We are not offering notes in any state where the offer is not permitted.

           We represent the accuracy of the information in this prospectus supplement and prospectus only as of the dates of their respective covers.

           Until ninety days after the date of this prospectus supplement all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealers' obligation to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

SEC Registration Fee	$107.00*
Printing and Engraving Expenses	$25,000.00*
Trustee Fees and Expenses	$25,000.00*
Legal Fees and Expenses	$300,000.00*
Blue Sky Fees and Expenses	$2,000.00*
Accounting Fees and Expenses	$75,000.00*
Rating Agency Fees	$550,000.00*
Miscellaneous Fees and Expenses	$50,000.00*
Total Expenses	$1,027,107.00

*     All amounts other than the Securities and Exchange Commission registration fee are aggregate estimates of costs and expenses incurred or to be incurred in connection with the issuance and distribution of separate series of securities to be offered from time to time.

Item 15. Indemnification of Directors and Officers

           The following applies to College Loan LLC:

The Registrant's Limited Liability Company Agreement provides that neither College Loan Corporation, the Member, the Special Member, any manager, any officer, nor any employee or agent of the Registrant and no employee, representative, agent or affiliate of College Loan Corporation, the Member or Special Member (collectively, the "Covered Persons") shall be liable to the Registrant or any other person who has an interest in the Registrant for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Registrant and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered person's gross negligence or willful misconduct.

To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Registrant for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Registrant and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under Section 20 of the agreement by the Registrant shall be provided out of and to the extent of the Registrant's assets only, and the Member and the Special Member shall not have personal liability on account thereof; and provided further, that so long as any obligation is outstanding, no indemnity payment from funds of the Registrant (as distinct from funds from other sources, such as insurance) of any indemnity under such Section 20 shall be payable from amounts allocable to any other person pursuant to the basic documents.

To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Registrant prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Registrant of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be determined that the Covered person is not entitled to be indemnified as authorized in such Section 20.

A Covered Person shall be fully protected in relying in good faith upon the records of the Registrant and upon such information, opinions, reports or statements presented to the Registrant by any Person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Registrant, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Registrant or to any other Covered Person, a Covered Person acting under this agreement shall, to the fullest extent permitted by applicable law, not be liable to the Registrant or to any other Covered Person for its good faith reliance on the provisions of this agreement or any approval or authorization granted by the Registrant or any other Covered person. The provisions of this agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member and the Special Member to replace such other duties and liabilities of such Covered Person.

Item 16. Exhibits.

           The following is a complete list of exhibits filed as part of the Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No. Description

1.1 Form of Underwriting Agreement*

3.1 Form of Certificate of Trust for the College Loan Student Loan Trusts (included in Exhibit 4.2)*

3.2 Certificate of Formation of College Loan LLC*

3.3 Limited Liability Company Agreement of College Loan LLC*

4.1 Form of Indenture of Trust among the Indenture Trustee, the Eligible Lender Trustee and the Trust*

4.2 Form of Trust Agreement between the Depositor and the Delaware Trustee*

4.3 Form of Note (included in Exhibit 4.1)*

5.1 Opinion of Stroock & Stroock & Lavan LLP with respect to legality*

8.1 Opinion of Stroock & Stroock & Lavan LLP regarding tax matters (included in Exhibit 5.1)*

23.1. Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)*

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

99.1 Form of Loan Purchase Agreement*

99.2 Form of Master Servicing Agreement between the Trust and College Loan Corporation*

99.3 Form of Subservicing Agreement between the Master Servicer and a Subservicer*

99.4 Form of Administration Agreement among the Trust, Indenture Trustee, Delaware Trustee, Eligible Lender Trustee and Issuer Administrator*

99.5 Form of Remarketing Agreement among the Trust, the Issuer Administrator and the Remarketing Agents*

* Filed herewith.
** To be filed by the Registrant pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended at the time of a public offering of the registant's debt securities.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post—effective amendment to the Registration Statement:

           (a)     To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

           (b)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

           (c)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(a), (1)(b) and (1)(c) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Provided further, however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is for an offering of asset-backed securities on Form S-3, and the information required to be included in a post-effective amendment is Provided pursuant to Item 1100(c) of Regulation AB.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

           (a)     Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and

           (b)     Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act of 1933 as part of a Registration Statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act of 1933 for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date hall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

           (a)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

           (b)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

           (c)     The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

           (d)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions in Item 15, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(8) The undersigned Registrant hereby undertakes that:

           (a) For purposes of determining any liability under the Securities Act or 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

           (b) For the purpose of determining any liability under the Act, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(9) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in accordance with the rules and regulations prescribed by the Commission under Section 305(b) (2) of the Trust Indenture Act.

(10) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(11) The undersigned registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB, information provided in response to that Item pursuant to Rule 312 of Regulation S-T through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. In addition, the undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in this registration statement if a subsequent update or change is made to the information.

SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5. of Form S-3 will be met by the time of the sale of the securities registered hereunder and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 25, 2006.

COLLEGE LOAN LLC

By: COLLEGE LOAN CORPORATION,
       as Sole Economic Member of
       College Loan LLC

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

           Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

COLLEGE LOAN SPECIAL
   PURPOSE CORPORATION Special Member of
College Loan LLC
July 25, 2006

By:  /s/ Cary Katz                                 
       Name: Cary Katz
       Title: President

COLLEGE LOAN
   CORPORATION Special Economic
Member and Manager of
College Loan LLC
July 25, 2006

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

     Signature      Title      Date

 /s/ Cary Katz                                 
Name: Cary Katz Chief Executive Officer of
College Loan LLC
(Principal Executive Officer)
July 25, 2006

 /s/ Elizabeth Wood                                 
Name: Elizabeth Wood Chief Financial Officer of
College Loan LLC
(Principal Financial Officer)
July 25, 2006

 /s/ John Falb                                 
Name: John Falb Vice Presidenet of Capital Markets
of College Loan Corporation
(Principal Accounting Officer)
July 25, 2006

Board of Directors of
College Loan Corporation:

 /s/ Cary Katz                                 
Name: Cary Katz Director July 25, 2006

 /s/ Elizabeth Wood                                 
Name: Elizabeth Wood Director July 25, 2006

 /s/ Curtis McClam                                 
Name: Curtis McClam Director July 25, 2006

 /s/ Mark Brenner                                 
Name: Mark Brenner Director July 25, 2006

EXHIBIT INDEX

Exhibit No. Description

1.1 Form of Underwriting Agreement*

3.1 Form of Certificate of Trust for the College Loan Student Loan Trusts (included in Exhibit 4.2)*

3.2 Certificate of Formation of College Loan LLC*

3.3 Limited Liability Company Agreement of College Loan LLC*

4.1 Form of Indenture of Trust among the Indenture Trustee, the Eligible Lender Trustee and the Trust*

4.2 Form of Trust Agreement between the Depositor and the Delaware Trustee*

4.3 Form of Note (included in Exhibit 4.1)*

5.1 Opinion of Stroock & Stroock & Lavan LLP with respect to legality*

8.1 Opinion of Stroock & Stroock & Lavan LLP regarding tax matters (included in Exhibit 5.1)*

23.1. Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)*

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

99.1 Form of Loan Purchase Agreement*

99.2 Form of Master Servicing Agreement between the Trust and College Loan Corporation*

99.3 Form of Subservicing Agreement between the Master Servicer and a Subservicer*

99.4 Form of Administration Agreement among the Trust, Indenture Trustee, Delaware Trustee, Eligible Lender Trustee and Issuer Administrator*

99.5 Form of Remarketing Agreement among the Trust, the Issuer Administrator and the Remarketing Agents*

* Filed herewith.
** To be filed by the Registrant pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, at the time of a public offering of the registant's debt securities.

EX-1

Exhibit 1.1

College Loan Corporation Trust 200_-_
$_________________
Student Loan Asset Backed Notes

UNDERWRITING AGREEMENT

____ __, 20__

[Underwriter's Address]

[Underwriter's Address]

Ladies and Gentlemen:

College Loan LLC (the "Depositor") has filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $___ of student loan asset-backed notes. College Loan Corporation, a California corporation ("College Loan"), is the sole economic member of the Depositor. The Depositor proposes to cause College Loan Corporation Trust 20__-_, a Delaware statutory trust (the "Issuer"), to issue and to sell pursuant to this Underwriting Agreement (this "Agreement") to ___, ___, and ___ (each, an "Underwriter" and collectively, the "Underwriters") $___ aggregate principal amount of its Student Loan Asset-Backed Notes, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes and Class B Notes (together, the "___ Notes") in the initial principal amounts set forth on Schedule A hereto. The Notes will be issued under a Indenture of Trust, dated as of ___, 20__ (the "Indenture"), among the Issuer, ______, a _______ banking corporation, as eligible lender trustee on behalf of the Issuer (the "Eligible Lender Trustee"), and ___, a _______ banking corporation, as indenture trustee (the "Trustee"). Upon issuance, the Notes will be secured by, among other things, Financed Student Loans (as defined in the Indenture) pledged to the Trustee and described in the Prospectus and the Disclosure Package (each as defined in Section 3 below). The Financed Eligible Loans will be master serviced by College Loan as master servicer (in such capacity, the "Master Servicer"), pursuant to a Master Servicing Agreement, dated as of ____ __, 20__ (the "Master Servicing Agreement"), between College Loan, as master servicer and the Issuer. The Financed Student Loans will be sub-serviced by ___ ("Servicer"), and ___ ("Servicer" and, collectively with ___, the "Servicers") pursuant to separate sub-servicing agreements (each a "Servicing Agreement" and collectively, the "Servicing Agreements"), between the applicable Servicer and the Master Servicer.

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

Administrative services for the Issuer will be performed by College Loan (in its capacity as Issuer Administrator, the "Issuer Administrator") pursuant to an Administration Agreement, dated as of ___, 20__ (the "Administration Agreement"), among the Issuer, ___, as Delaware Trustee (the "Delaware Trustee"), the Trustee, the Eligible Lender Trustee and the Issuer Administrator. The Notes will be remarketed on their Reset Dates pursuant to the Indenture and a Remarketing Agreement, dated as of _____ __, 20__ (the "Remarketing Agreement"), among the Issuer, College Loan and _________ and ____________, as remarketing agents (the "Remarketing Agents").

This Agreement, the Indenture, the College Loan Student Loan Purchase Agreement, the Depositor Student Loan Purchase Agreement, the Seller Student Loan Purchase Agreements, the Servicing Agreements, the Administration Agreement, the Remarketing Agreement, the Custody Agreements among the applicable Servicer, the Issuer, the Eligible Lender Trustee and the Trustee, the Trust Agreement, dated as of ___, 20__, between the Depositor and the Delaware Trustee, the Auction Agent Agreement, dated as of ___, 20__ (the "Auction Agent Agreement"), between the Trustee and ___, as auction agent (the "Auction Agent"), the Broker-Dealer Agreement, dated as of ___, 20__ (the "Broker-Dealer Agreement"), between the Auction Agent and ___, as broker-dealer, and the Market Agent Agreement, dated as of ___, 20__ (the "Market Agent Agreement"), between the Trustee and ___ are collectively referred to herein as the "Basic Documents."

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

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

          1.      Agreements to Sell, Purchase and Resell.

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

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

          2.      Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the office of Stroock & Stroock & Lavan LLP, at 10:00 a.m., Eastern Time, on ______ __, 20__ (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Underwriters and the Issuer.

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

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

(a) A registration statement on Form S-3 (No. 333-________), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), has been filed with the Securities and Exchange Commission (the "SEC" or the "Commission") and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are referred to herein as the "Registration Statement" and the "Prospectus" respectively; and the conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement.

(b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted pursuant to Rule 430A of the Securities Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the "time of sale" (within the meaning of Rule 159 under the Securities Act, the "Time of Sale") for each sale of the Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the [Preliminary Prospectus Supplement, dated ___, 20__ (the "Preliminary Prospectus Supplement"), the Term Sheet, dated ___, 20__ (the "Term Sheet")], a final Prospectus Supplement (the "Prospectus Supplement"), and the Prospectus, dated ___, 20__ (together with the Preliminary Prospectus Supplement, the Term Sheet and the final pricing information for the Notes (which final pricing information is set forth on Schedule B hereto), the "Disclosure Package") and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act) (the "Static Pool Data") will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein.

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

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

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

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

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

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

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

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

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

(l) The statements set forth in each of the Disclosure Package and the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Notes, are accurate, complete and fair.

(m) The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by College Loan and the College Loan Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, and the assignment of the Financed Student Loans by the Issuer and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest in the Financed Eligible Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

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

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

(p) Since the dates of the Disclosure Package and the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Issuer has occurred.

(q) The Issuer filed (i) the [Preliminary Prospectus Supplement, dated ___, 20__ (the "Initial Preliminary Prospectus Supplement"), on ___, 20__ with the Commission, which filing date was within the time period required pursuant to Rule 424(b) under the Securities Act, (ii) the Preliminary Prospectus Supplement on ___, 20__ with the Commission, which filing date was within the time period required pursuant to Rule 424(b) under the Securities Act, and (iii) the Term Sheet on ___, 20__ with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act.]

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

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

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

(a) The Issuer will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriters and the Issuer deem appropriate in connection with the offering of the Notes, and the Issuer will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Securities Act, but the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, or any "free writing prospectus" to the extent required by Rule 433(d) under the Securities Act, unless it shall first have delivered copies of such amendments or supplements or "free writing prospectus" to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters or their counsel shall have reasonably objected thereto promptly after receipt thereof; the Issuer will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post effective amendment to the Registration Statement has become or will become effective; and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as the Issuer is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. The Issuer will comply with the requirements of Rule 433 under the Securities Act applicable to any "issuer free writing prospectus," including timely filing with the Commission, retention where required and legending.

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

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

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

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

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

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

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

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

(j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Underwriters terminating this Agreement pursuant to Section 9 or 10 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Issuer to comply with the terms or fulfill any of the conditions of this Agreement, the Issuer agrees to reimburse the Underwriters for all out of pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Issuer for loss of profits or otherwise.

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

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

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

(n) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Issuer and any entity affiliated, directly or indirectly, with the Issuer will, without the prior written notice to the Underwriters, offer to sell or sell collateralized by Financed Student Loans.

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

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

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

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

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

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

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

          6.      Indemnification and Contribution.

(a) College Loan agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Initial Preliminary Prospectus Supplement, the Disclosure Package, the Prospectus, the Road Show Material, the Static Pool Data, or in any amendment or supplement to any of the foregoing, or in the case of the Registration Statement or in any amendment or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Initial Preliminary Prospectus Supplement, the Disclosure Package, the Prospectus, the Road Show Material, the Static Pool Data, or in any amendment or supplement to any of the foregoing, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission of a material fact which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Issuer or College Loan by such Underwriter expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 hereof, or (ii) a material error or omission from the mathematical calculations performed by the Underwriters (but not the data or the assumptions used to make such calculations, which the parties agree constitutes College Loan information) and used to derive the percentages, dates or terms presented in the tables entitled "Weighted Average Lives and Expected Maturity Dates of the LIBOR Rate Offered Notes at Various Percentages of the PPC" and the six tables entitled "Percentages of Original Principal of the Notes Remaining at Certain Quarterly Distribution Dates at Various Percentages of the PPC" with respect to the Notes and contained under the heading "Prepayment, Yield and Maturity Considerations" in the Term Sheet, the Preliminary Prospectus Supplement and the Prospectus Supplement (all of the foregoing tables and percentages, dates and terms contained therein collectively, the "Collateral Based Calculation Tables"). The foregoing indemnity provisions shall be in addition to any liability which College Loan or the Issuer may otherwise have.

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

(c) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless College Loan and its directors and officers, and any person who controls College Loan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity from College Loan to the Underwriters set forth in paragraph (a) of this Section, but only with respect to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus, the Initial Preliminary Prospectus Supplement, the Disclosure Package, or any amendment or supplement to any of the foregoing, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 hereof (except to the extent such untrue statement or omission or alleged untrue statement or omission in such Initial Preliminary Prospectus Supplement, the Disclosure Package or the Prospectus is based upon or results from errors, mistakes or omissions in information provided by College Loan to the Underwriters) and specifically excludes the Collateral Based Calculation Tables. If any action, suit or proceeding shall be brought against College Loan, any of its directors or officers, or any such controlling person based on the Registration Statement, the Prospectus, the Disclosure Package or any amendment or supplement thereto, or any related preliminary prospectus and in respect of which indemnity may be sought against an Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to College Loan by paragraph (b) of this Section (except that if College Loan shall have assumed the defense thereof the Underwriter shall have the option to assume such defense but shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and College Loan, its directors and officers, and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) of this Section. The foregoing indemnity provisions shall be in addition to any liability which the Underwriters may otherwise have.

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

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

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

          7.      Conditions of the Underwriters' Obligations. The obligations of the Underwriters to purchase the Notes hereunder are subject to the following conditions precedent:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(j) You shall have received a certificate addressed to you dated the Closing Date of officers of the Issuer in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Issuer contained in the Basic Documents to which the Issuer is a party are true and correct, that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) that they have reviewed the Prospectus and the Disclosure Package and that the information therein is true and correct in all material respects and does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus and the Disclosure Package, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Issuer has occurred.

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

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

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

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

(o) All the representations and warranties of the Issuer contained in this Agreement and the Basic Documents to which it is a party and of College Loan in the Basic Documents to which it is a party shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date.

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

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

(r) Each class of Notes representing Senior Notes shall be rated "AAA," "AAA" and "Aaa," and the Subordinate Notes shall be rated "__", "__" and "__", respectively, by Fitch Inc. ("Fitch"), Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's"), and that none of Fitch, S&P or Moody's have placed the Notes under surveillance or review with possible negative implications.

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

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

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

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

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

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

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

           8.      Expenses. The Issuer agrees to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (a) the preparation, printing or reproduction of the Registration Statement, the Prospectus, the Disclosure Package and each amendment or supplement to any of them, this Agreement, and each other Basic Document; (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, the Disclosure Package and all amendments or supplements to, and preliminary versions of, any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (c) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Notes; (d) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (e) qualification of the Indenture under the Trust Indenture Act; (f) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 4(f) hereof (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such qualification); (g) the fees and disbursements of (i) the Issuer's counsel, (ii) the Trustee and its counsel, (iii) the Delaware Trustee and its counsel, (iv) The Depository Trust Company in connection with the book-entry registration of the Notes, (v) the SEC, and (vi) ___, accountants for the Issuer and issuer of the agreed upon procedures letter; and (h) the fees charged by S&P, Fitch and Moody's for rating the Notes.

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

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

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

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

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

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

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

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

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

This Agreement has been and is made solely for the benefit of the Underwriters, the Issuer, their respective directors, officers, managers, trustees and controlling persons referred to in Section 6 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from an Underwriter of any of the Notes in his status as such purchaser.

           15.      Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York without giving effect to the choice of laws or conflict of laws principles thereof, except New York General Obligations Law Sections 5-1401 and 5-1402.

The Issuer hereby submits to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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

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

Very truly yours,

COLLEGE LOAN CORPORATION TRUST 20__-_

By: COLLEGE LOAN CORPORATION, as Issuer Administrator


By                                                                  
Title                                                                  


COLLEGE LOAN CORPORATION


By                                                                  
Title                                                                  

Confirmed as of the date first
above mentioned.

[UNDERWRITER]


By                                                                  
Title                                                                   [UNDERWRITER]


By                                                                  
Title                                                                  

SCHEDULE A

Notes	___	___	___	___	Total
Class A-1	$ ___	$ ___	$ ___	$ ___	$ ___
Class A-2	$ ___	$ ___	$ ___	$ ___	$ ___
Class A-3	$ ___	$ ___	$ ___	$ ___	$ ___
Class A-4	$ ___	$ ___	$ ___	$ ___	$ ___
Class A-5	$ ___	$ ___	$ ___	$ ___	$ ___
Class B	$ ___	$ ___	$ ___	$ ___	$ ___
Total	$ ___	$ ___	$ ___	$ ___	$ ___

SCHEDULE B

Terms of the Notes

Notes	Interest Rate	Final Maturity Date	Price to Public	Underwriting Discount	Proceeds to the Issuer
Class A-1	3-month LIBOR minus __%	______ __, 20__	100%	%	$
Class A-2	3-month LIBOR plus __%	______ __, 20__	100%	%	$
Class A-3	3-month LIBOR plus __%	______ __, 20__	100%	%	$
Class A-4	3-month LIBOR plus __%	______ __, 20__	100%	%	$
Class A-5	Auction Rate	______ __, 20__	100%	%	$
Class B	Auction Rate	______ __, 20__	100%	%	$
Total					$

EX-3

Exhibit 3.2

CERTIFICATE OF FORMATION
OF COLLEGE LOAN LLC

Under Section 18-201 of the Delaware
Limited Liability Company Act

          The undersigned, being an authorized person under Section 18-201 of the Limited Liability Company Act of the State of Delaware, hereby certifies:

          1.    The name of the limited liability company is COLLEGE LOAN LLC (the “Company”).

          2.    The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

          3.    The name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of the Company this 5th day of March 2002.

By /s/ Cary Katz                                           
       Cary Katz, Authorized Person

EX-3

Exhibit 3.3

LIMITED LIABILITY COMPANY AGREEMENT
OF
COLLEGE LOAN LLC

           THIS LIMITED LIABILITY COMPANY AGREEMENT (together with the schedules attached hereto, this "Agreement") of COLLEGE LOAN LLC (the "Company"), dated as of March 5, 2002 (the "Effective Date"), is entered into by COLLEGE LOAN CORPORATION ("CLC") as the sole economic member of the Company and COLLEGE LOAN SPECIAL PURPOSE CORPORATION ("SPC"), as the special member of the Company. Capitalized terms used and not otherwise defined herein have the meanings set forth in Schedule A hereto, or, if not defined in Schedule A, such terms have the meanings set forth in the Basic Documents (as defined in Schedule A hereto).

RECITALS

           A.   The Company was formed as a Delaware limited liability company on March 5, 2002 (the "Formation Date") by filing the Certificate of Formation with the Delaware Secretary of State.

           B.   CLC and SPC, as the Special Member, desire to continue the Company as a limited liability company under the Act and to enter into this Agreement of the Company.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CLC and SPC, as the Special Member, hereby agree as follows:

           Section 1.   Formation; Name.

           (a)  The Company was formed as a Delaware limited liability company as of the Formation Date by filing the Certificate of Formation.

           (b)  The name of the limited liability company heretofore formed and continued hereby is College Loan LLC and the business of the Company shall be conducted solely under such name or any other name, to the extent permitted by law.

           Section 2.  Principal Business Office. The principal business office of the Company shall be located at 16855 W. Bernardo Dr., Suite 270, San Diego, California 92127, or such other location as may hereafter be determined by the Member.

           Section 3.  Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporate Trust Company, whose business address is 1209 Orange St., City of Wilmington, County of New Castle, Delaware 19801.

           Section 4.  Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporate Trust Company, whose business address is 1209 Orange St., City of Wilmington, County of New Castle, Delaware 19801.

           Section 5.  Member.

           (a)   The mailing address of the Member is set forth on Schedule B hereto.

           (b)   Subject to Section 9(b), the Member may act by written consent.

           (c)  The Member shall be the only member of the Company that has a limited liability company interest in the Company which represents an interest in the profits, losses, and capital of the Company and the right to receive distributions of Company assets. The Member owns a 100% interest in the profits, losses and capital of the Company. Except for the rights specifically granted herein to the Special Member, the Member shall be the only member of the Company with any voting rights. Unless the Special Member is the sole member of the Company, the Special Member shall have no interest in the profits, losses and capital of the Company and shall have no right to receive any distributions of Company assets. The Special Member shall be admitted as a member of the Company within the meaning of the Act upon execution and delivery of this Agreement or a counterpart signature page to this Agreement. Pursuant to Section 18-301 of the Act, the Special Member shall not be required to make any capital contribution to the Company. Upon the occurrence of an event that causes the Member to cease to be a member of the Company, the Special Member shall, to the fullest extent permitted by law, continue the business of the Company without dissolution. Notwithstanding the last sentence of Section 18-402 of the Act and except as expressly provided in this Agreement, the Special Member may not bind the Company.

           Section 6.  Certificates. Cary Katz is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased and the Member thereupon became the designated "authorized person" and shall continue as the designated "authorized person" within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

           Section 7.  Purposes. The purpose to be conducted or promoted by the Company is to engage solely in the following activities:

           (a)  to originate, acquire, own, hold, sell, transfer, pledge or otherwise dispose of Student Loans and interests therein;

           (b)  to (i) act as settlor or depositor of one or more trusts (each, a "Trust") formed under a trust agreement (the "Trust Agreement") to be entered into by, among others, the Company, the trustees named therein (each, a "Trustee"), and any other party signing a trust agreement, that will issue one or more series of trust certificates ("Certificates") representing interests in the Financed Student Loans or a Trust and/or issue pursuant to an indenture or other agreement one or more series of bonds, notes or other evidences of indebtedness ("Debt Obligations") collateralized by Financed Student Loans and/or other property and (ii) enter into any other agreement in connection with the authorization, issuance, sale and delivery of Certificates and/or Debt Obligations ("Securities"), including, without limitation, the Basic Documents to which it is a party and arrangements for support for any series of Securities by various forms or credit enhancement;

           (c)  subject to Section 9(b), to hold, pledge, finance, transfer or otherwise deal with Securities;

           (d)  subject to Section 9(b), to loan or invest or otherwise apply proceeds from Financed Student Loans, funds received in respect of Securities arid any other income, as determined by the Member, in its sole discretion and to sell and repurchase Financed Student Loans in accordance with the terms thereof;

           (e)  to negotiate, authorize, execute, deliver, assume the obligations under, and perform, any agreement or instrument or document relating to the activities set forth in clauses (a) through (d) above;

           (f)  to engage in any activity and to exercise any powers permitted to limited liabilities companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing. The Company shall not engage in any business or activity other than in connection with or relating to the activities described above; and

           (g)  the Company, by or through the Member, Manager or any officer on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation, and any such actions heretofore taken by any such Persons are hereby ratified. The foregoing authorization shall not be deemed a restriction on the powers of the Member or officer to enter into other agreements on behalf of the Company.

           Section 8.  Reserved.

           Section 9.  Management.

           (a)  Subject to Section 9(b), the management of the Company is fully vested in the Member, and except as otherwise provided in this Agreement, such Member shall have full power and authority to manage the business and affairs of the Company in accordance with Section 7.

           (b)  Limitations on the Company's Activities.

           (i)  This Section 9(b) is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose entity."

           (ii)  The Member shall not, so long as any Obligation is outstanding and for a period of one year and one day thereafter, amend, alter, change or repeal the definition of "Special Member" or Section 7, 9, 10, 20, 21, 22, 23, 24, 25, 26, 29 or 31 or Schedule A of this Agreement without the written consent of the Special Member (which shall not be deemed to have consented unless the Special Member shall then have at least two Special Directors and all of the Special Directors of the Special Member have duly authorized the Special Member to consent thereto). Subject to this Section 9(b), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

           (iii)  So long as any Obligation is outstanding and for a period of one year and one day thereafter, the Member shall cause the Company to, and the Company shall, do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises, will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Basic Documents, and observe all procedures and provisions required by this Agreement and the laws of the State of Delaware.

           (iv)  The Member shall cause the Company to, and the Company shall:

           (A)  maintain its own records, accounts, books of account and bank accounts separate from those of any other Person and shall not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and such records, accounts, books of account and bank accounts shall reflect the separate existence of the Company;

           (B)  act solely in its own name and through its duly authorized officers or agents in the conduct of its business, prepare all Company correspondence in the Company name, hold itself out as a separate entity from any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any known misunderstanding regarding its separate identity, refrain from engaging in any activity that compromises the separate legal identity of the Company, and strictly comply with all organizational formalities to maintain its separate existence;

           (C)  file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

           (D)  not commingle its assets with assets of any other Person;

           (E)  maintain financial statements separate from any other Person. The annual financial statements of the Company shall disclose the effects of its transactions in accordance with generally accepted accounting principles. The consolidated financial statements, if any, which consolidate the assets and earnings of the Member with those of the Company shall contain a footnote stating that the assets of any of the Company shall not be available to creditors of the Member. The financial statements (if any) of the Company shall disclose that the assets of the Company are not available to pay creditors of the Member or any other affiliate (other than the obligations of the Company to pay the expenses of and to indemnify the trustee under a Trust Agreement);

           (F)  pay its liabilities and operating expenses only out of its funds and not pay from its assets any obligations or indebtedness of any other Person;

           (G)  maintain an arm's length relationship with its Member, Affiliates and any trust in which it holds a beneficial interest, not enter into any contract or agreement with its Member, Affiliates or and any trust in which it holds a beneficial interest except on terms that are intrinsically fair, commercially reasonable, and substantially similar to those that would be available on an arms-length basis with third parties, and transact all business with its Member, Affiliates and any trust in which it holds a beneficial interest pursuant to written, enforceable agreements;

           (H)  pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations;

           (I)  not be, become or hold itself out as being liable for the debts of any other party, or hold out its credit as being available to satisfy the obligation of others. The Company will not act as the agent of the Member or its Affiliates. The Member will not act as the agent for the Company, except as specifically permitted by this Agreement;

           (J)  allocate fairly and reasonably with any other Person expenses that are shared with such Person including, without limitation, any overhead, rent, or other compensation paid for shared or leased office space. Independent contractors performing services or incurring expenses in connection with such services for the Company shall receive compensation for such services rendered or expenses incurred in an amount equal to the fair value of such services and expenses;

           (K)  use stationary, invoices and checks separate from any other Person;

           (L)  not pledge (except pursuant to the Basic Documents), lend or advance any moneys to, or make an investment in or for the benefit of, guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, except as permitted by the Basic Documents;

           (M)  maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Company's size and character and in light of its proposed business operations and liabilities;

           (N)  not engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7;

           (O)  not sell, pledge, transfer, assign or otherwise convey less than 100% of the interest of the Member in the Company if, following such sale, pledge, transfer, assignment or conveyance, the Member would consist of more than one Person;

           (P)  cause the managers, officers, agents and other representatives of the Company, if any, to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; and

           (Q)  not acquire or assume my obligation or liability of, or purchase any stock or securities of or any other interest in, or make any capital contribution to, any of its members, affiliates of such members, or other affiliates of the Company.

           Failure by the Company or the Member or the Manager, on behalf of the Company, to comply with any of the foregoing (A) through (Q) or any other covenant set forth in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member, the Special Member or the Manager.

           (v)  Negative Covenants. So long as any Obligation is outstanding or any amounts are owed by the Company under any Basic Document and for a period of one year and one day thereafter, without the consent of the Special Member (which shall not be deemed to have consented unless the Special Member shall then have at least two Special Directors and all of the Special Directors of the Special Member have duly authorized the Special Member to consent thereto), neither the Company, the Member, nor any other Person on behalf of the Company shall have the authority to:

           (A)  do any act in contravention of this Agreement;

           (B)  do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

           (C)  confess a judgment against the Company;

           (D)  possess Company Property, or assign rights, if any, in specific Company Property, for other than Company purpose;

           (E)  knowingly perform any act that would subject (1) the Member to liabilities of the Company in any jurisdiction or (2) the Company to taxation as a corporation under relevant provisions of the Code;

           (F)  except as otherwise provided for herein or as contemplated by the Basic Documents, sell, pledge, transfer, assign or otherwise convey the Company Property;

           (G)  take any Material Action, notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company or the Member; or

           (H)  except with respect to (i) obligations of the Company to indemnify the trustee of a trust for which the Company is a depositor or in which the Company is a participant or (ii) representations and warranties made by the Company related to loans transferred by the Company to such trusts, enter into any agreements, written or otherwise, between the Member and the Company or any other party pursuant to which the Member agrees to extend credit or make payment or contributions to or for or assume, guaranty or otherwise be obligated for the payment or performance of either the Special Member or the Company; provided, however, that any Member may make any capital contributions to the Company or the Special Member that such Member determines to be in the Member's own best interest.

           Section 10.  Special Member and Manager.

           (a)  As long as any Obligation is outstanding or any amounts are owed by the Company under any Basic Document and for a period of one year and one day thereafter, except in the case of a temporary vacancy, which shall promptly be filled, the Member shall cause the Company at all times to have a Special Member. All right, power and authority of the Special Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, in acting or otherwise voting on the matters with respect to the Company and notwithstanding that the Company may not be insolvent, the Member, the Special Member and the Manager shall take into account the interests of the Company's creditors as well as those of the Member and the Company. At such time as all Obligations of the Company have been paid in full and no amounts are owed by the Company under any Basic Document and for a period of one year and one day thereafter, any provision of Section 9(b) or otherwise herein requiring the consent of the Special Member shall no longer be effective.

           (b)   All right, power and authority of the Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the preceding paragraph, in exercising its rights and performing its duties under this Agreement, the Manager shall have fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Manager shall not at any time serve as trustee in bankruptcy for arty Affiliate of the Company. No resignation or removal of an Manager, and no appointment of a successor Manager, shall be effective until the successor Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of an Manager, the Company shall appoint a successor Manager within 10 days.

           Section 11.  Officers. The Member may, from time to time as it deems advisable, appoint Officers of the Company and assign in writing titles (including, without limitation, president, vice president, secretary, and treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked at any time by the Member. The Officers, if any, listed on Schedule C hereto are hereby appointed the Officers of the Company by the Member. The Member may revise Schedule C in its sole discretion at any time.

           Section 12.  Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member, the Special Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member or Manager of the Company.

           Section 13.  Capital Contributions. The Member shall contribute to the Company property of an agreed value as listed on Schedule B hereto. In accordance with Section 5(c), the Special Member shall not be required to make any capital contributions to the Company.

           Section 14.  Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 14, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

           Section 15.  Allocation of Profits and Losses. The Company's profits and losses shall be allocated to the Member. The Special Member shall not be allocated any profits or losses.

           Section 16.  Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or any Basic Document.

           Section 17.  Books and Records. The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company's business. The books of the Company shall at all times be maintained by the Member. The Company shall not have the right to keep confidential from the Member any information that any manager of the Company would otherwise be permitted to keep confidential from the Member pursuant to Section 18-305(c) of the Act. The Company's books of account shall be kept using the method of accounting determined by the Member. The Company's independent auditor, if any, shall be an independent public accounting firm selected by the Member. The books and records and bank accounts of the Company may be kept inside or outside of the State of Delaware, at such place or places as may be designated from time to time by the Member, subject to any statutory limitations set forth in the Act.

           Section 18.  Reports.

           (a)  The Company shall use diligent efforts to cause to be prepared and mailed to the Member, within 120 days after the end of each fiscal year, an audited or an audited report setting forth as of the end of such fiscal year:

(i) a statement of financial condition of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Member's capital account.

           (b)  The Company shall, after the end of each fiscal year, use reasonable efforts to cause the Company's independent accountants, if any, to prepare and transmit to the Member as promptly as possible any such tax information as may be reasonably necessary to enable the Member to prepare its federal, state and local income tax returns relating to such fiscal year.

           Section 19.  Other Business. The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. Notwithstanding the foregoing, the Member shall account to the Company, and hold in trust for it, any property, profit or benefit received by the Member in the conduct or winding up of the Company's business or from use or appropriation by the Member of any Company Property, including, without limitation, any information developed exclusively for the Company and opportunities offered exclusively to the Company.

           Section 20.  Exculpation and Indemnification.

           (a)  Neither CLC, the Member, the Special Member, any Manager, any Officer, nor any employee or agent of the Company and no employee, representative, agent or Affiliate of CLC, the Member or Special Member (collectively, the "Covered Persons") shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered person's gross negligence or willful misconduct.

           (b)  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of the Company assets only, and the Member and the Special Member shall not have personal liability or account thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

           (c)  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be determined that the Covered person is not entitled to be indemnified as authorized in this Section 20.

           (d)  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

           (e)  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall, to the fullest extent permitted by applicable law, not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member and the Special Member to replace such other duties and liabilities of such Covered Person.

           (f)   The foregoing provisions of this Section 20 shall survive any termination of the Company or this Agreement.

           Section 21.  Prohibition of the Sale; Transfer or Mortgage of Member Interests.

           (a)  Except as provided in Section 9(b)(iv)(O), no Member or beneficial owner of any Member Interest shall sell, assign, transfer, mortgage, charge or otherwise encumber, or suffer any third party to sell, assign, transfer, mortgage, charge or otherwise encumber, or contract to do or permit any of the foregoing, whether voluntarily or by operation of law (collectively called a "Transfer"), its Member Interest or any beneficial interest therein and any attempt to do so will be void.

           (b)  In the event that a Member shall at any time transfer or attempt to transfer any of its Member Interest and any rights hereby granted in violation of Section 9(b)(iv)(O), the Special Member or any Manager shall, in addition to all rights and remedies at law and in equity, be entitled, to the fullest extent permitted by law, to a decree or order restraining and enjoining such Transfer and the offending Member shall, to the fullest extent permitted by law, not plead in defense thereto that there would be an adequate remedy at law; it being hereby expressly acknowledged and agreed that damages at law will be an inadequate remedy for a breach or threatened breach of the violation of the provisions concerning transfer set forth in this Agreement.

           (c)  The Special Member shall not have any right to assign or transfer its limited liability company interest, if any, or rights as Special Member. Such limited liability company interest, if any, and rights of the Special Member shall belong solely to and be exercised solely by the Special Member.

           Section 22.  Resignation. So long as any Obligation is outstanding or amounts are owed by the Company under any Basic Document and for a period of one year and one day thereafter, the Member and the Special Member may not resign, except as permitted under the Basic Documents. If the Member or the Special Member is permitted to resign pursuant to this Section 22, an additional member or Special Member of the Company, as applicable, shall be admitted to the Company, subject to Section 23, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and immediately following such admission, the resigning Member shall cease to be a member of the Company.

           Section 23.  Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation remains outstanding or amounts are owed by the Company under any Basic Document and for a period of one year and one day thereafter, no additional Member may be admitted to the Company.

           Section 24.  Dissolution.

           (a)  Subject to Section 9(b), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the entry of a decree of judicial dissolution under Section 18-802 of the Act, (ii) the written consent of the Member, or (iii) at any time there are no members of the Company unless the Company is continued without dissolution in accordance with this Agreement or the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (A) to continue the Company and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member in the Company.

           (b)  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or the Special Member shall not cause the Member or the Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

           (c)  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

           (d)  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

           Section 25.  Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Member, on behalf of itself, its successors and its assigns, hereby irrevocably waives any right or power that the Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member further agrees to not petition on behalf of the Company the Bankruptcy Court pursuant to the United States Bankruptcy Code for any bankruptcy, reorganization, arrangement, insolvency or liquidation without the consent of the Special Member (which shall not be deemed to have consented unless the Special Member shall then have at least two Special Directors and all of the Special Directors of the Special Member have duly authorized the Special Member to consent thereto). The Member agrees that this Section may be pleaded as a bar to the maintenance of such action. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

           Section 26.  Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

           Section 27.  Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

           Section 28.  Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

           Section 29.  Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 9, 10, 20, 21, 22, 23, 24, 26. 29 and 31, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Manager and the Special Member in accordance with its terms. In addition, the Manager shall be an intended beneficiary of this Agreement.

           Section 30.  Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

           Section 31.  Amendments. Subject to Section 9(b), this Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended except: (a) to cure any ambiguity or (b) to convert or supplement any provision in a manner consistent with the intent of this Agreement and the other Basic Documents.

           Section 32.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and of which together shall constitute one and the same instrument.

           Section 33.  Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

           Section 34.  Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of filing of the Certificate of Formation with the Office of the Secretary of State on March 5, 2002.

           IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the 1st day of March, 2002.

COLLEGE LOAN CORPORATION, as SOLE
ECONOMIC MEMBER



By:  /s/ Cary Katz                               
Name Cary Katz                                   
Title President                                      

COLLEGE LOAN SPECIAL PURPOSE
CORPORATION, as SPECIAL MEMBER


By:  /s/ Cary Katz                             
Name Cary Katz                                     
Title President                                      

Agreed to and consented to by:


MANAGER



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

SCHEDULE A

DEFINITIONS

           Section 1.  Definitions. When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

           "Act" means the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time.

           "Affiliate" means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

           "Agreement" shall have the meaning set forth in the preamble.

           "Bankruptcy" means, with respect to any Person, if such Person (a) makes an assignment for the benefit of creditors; (b) files a voluntary petition in bankruptcy; (c) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (d) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (e) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (f) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties; or (g) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in Section 18-101(1) and 18-304 of the Act.

           "Basic Documents" means (a) the Indenture of Trust, dated as of March 1, 2002, by and among College Loan Corporation Trust 1, as issuer (the "Issuer"), Bankers Trust Company, as eligible lender trustee (the "Eligible Lender Trustee") and Bankers Trust Company, as indenture trustee (the "Indenture Trustee"), as amended or supplemented from time to time; (b) the First Supplemental Indenture of Trust, dated as of March 1, 2002, by and between the Issuer and the Indenture Trustee, and any similar documents entered into in connection with the issuance of Obligations; (c) the Trust Agreement, dated as of March 5, 2002, by and between the Company, as sponsor, and Wilmington Trust Company, as Delaware trustee; (d) the Amended and Restated Trust Agreement, dated as of March 1, 2002, by and between the Company, as sponsor, and Wilmington Trust Company, as Delaware trustee; (e) the Trust Agreement, dated as of March 6, 2002, by and between the Issuer and the Eligible Lender Trustee; (f) the Administration Agreement, dated as of March 1, 2002, by and between the Issuer and CLC, as administrator; (g) any other administration agreement entered into by the Issuer with an administrator from time to time; (h) a Federal FFEL Origination/Servicing Agreement, dated as of March 1, 2002, by and between AFSA Data Corporation and the Issuer; (i) a LOAN APPLICATION PROCESSING, SERVICING AND PURCHASE AGREEMENT dated as of the 8th day of February 2002, as amended by the AMENDMENT TO CONSOLIDATION LOAN APPLICATION PROCESSING, SERVICING AND PURCHASE AGREEMENT effective as of March 20, 2002, among Southwest Student Services Corporation, Arizona Educational Loan Marketing Corporation, College Loan Corporation, College Loan Corporation Trust I and Bank One, National Association, as eligible lender trustee; (j) the Note Purchase Agreement, dated as of March 18, 2002, between the Issuer, as seller, and UBS PaineWebber Inc., as initial purchaser; and (k) the FFELP Loan Purchase Agreement, dated as of March 1, 2002, by and among the Issuer acting by and through the Eligible Lender Trustee, not individually but solely as eligible lender trustee, and CLC acting by and through Bank One, National Association, not individually but solely as eligible lender trustee.

           "Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on March 5, 2002, as amended or amended and restated from time to time.

           "CLC" shall have the meaning set forth in the preamble.

           "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto.

           "Company" shall have the meaning set forth in the preamble.

           "Company Property" means all properties, cash, assets, interests and rights of any type owned by the Company, including all assets acquired with Company funds or in exchange for Company Property.

           "Control" (including the terms "Controlling" and "Controlled") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise.

           "Covered Persons" has the meaning set forth in Section. 20(a).

           "Effective Date" shall have the meaning set forth in the preamble.

           "Formation Date" shall have the meaning set forth in the recitals.

           "Manager" means College Loan Corporation, a California corporation, and its successors and assigns.

           "Material Action" means to (i) consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company (other than in the ordinary course of business or as contemplated by the Basic Documents), (ii)(A) commence any case, proceeding or other action or file a petition under any existing or future bankruptcy, insolvency or similar law seeking (1) to adjudicate the Company a bankrupt or insolvent, (2) to have an order for relief entered with respect to the Company, or (3) to the fullest extent permitted by law, reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to the Company or its debts, (B) consent to the institution of bankruptcy or insolvency proceedings against the Company, (C) seek or consent to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (D) except as required by law, admit the Company's inability to pay its debts generally as they become due, (E) fail generally to cause the Company to pay its debts as such debts become due ‘within the meaning of the Federal Bankruptcy Code, as determined by a relevant bankruptcy court, (F) make a general assignment by the Company for the benefit of creditors, or (G) authorize, take any action in furtherance of, consenting to or acquiesce in any of the foregoing or any similar action or other proceedings under any United States Federal or state bankruptcy or insolvency or similar law on behalf of, or with respect to, the Company, or in connection with the Obligations, the Trust Agreement, this Agreement or any of the other Basic Documents, or (iii) to the fullest extent permitted by law, dissolve or liquidate the Company.

           "Member" means CLC, and includes any Person (other than the Special Member) admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement.

           "Member Interest" means with respect to any Member, (a) that Member's status as a member of the Company; (b) that Member's right to receive distributions from the Company; (c) all other rights, benefits and privileges enjoyed by that Member (under the Act, this Agreement, or otherwise) in its capacity as a member of the Company, including that Member's rights to vote, consent and approve and otherwise to participate in the management of the Company; and (d) all obligations, duties and liabilities imposed on that Member (under that Act, this Agreement or otherwise) in its capacity as a member of the Company, including any obligations, if any, to make capital contributions.

           "Obligations" shall mean the indebtedness, liabilities and obligations of the Company under or in connection with this Agreement, the other Basic Documents or any related document in effect as of any date of determination.

           "Officer" means an officer of the Company described in Section 11.

           "Person" means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

           "Special Directors" has the meaning set forth in the definition of Special Member.

           "Special Member" shall mean initially, College Loan Special Purpose Corporation, a Delaware Corporation, and any other corporation (i) which has two duly appointed directors (each a "Special Director" and collectively, the "Special Directors") each of whom that when a director of the corporation and at any time during the preceding five years: (A) has not and does not own beneficially, directly or indirectly any of the outstanding stock or equity interest in the corporation, the Company, any of the corporation's other Affiliated Persons, a Member or any other Affiliates of a Member or the Company; (B) who has not been and is not (and has not and is not affiliated with) a creditor, customer, supplier, employee, officer, director (except as independent director of the corporation or other limited or special purpose, bankruptcy remote entities), family member of an equity interest holder, manager, contractor, member of, or other Person who derives any of its purchases or revenues from its activities with (except as independent director of the corporation or other limited or special purpose, bankruptcy remote entities), the corporation, the Company, any of the corporation's other Affiliated Persons, a Member or any other Affiliates of a Member or the Company; (C) has not and does not control (whether directly, indirectly, or otherwise) the corporation, the Company, any of the corporation's other Affiliated Persons, a Member or any other Affiliates of a Member or the Company, or any of their creditors, suppliers, customers, employees, officers, other directors, managers, or contractors; and (D) is not and has not been affiliated with a tax-exempt entity that receives significant contributions from the corporation, the Company, any of the corporation's other Affiliated Persons, a Member or any other Affiliates of a Member or the Company and (ii) the articles of incorporation of which are substantially similar to those of College Loan Special Purpose Corporation.

           "Transfer" shall have the meaning set forth in Section 2l(a).

           Section 2.  Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation." The terms "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

SCHEDULE B

MEMBER

                Name

     Mailing Address Agreed Value
   of Capital
Contribution
Membership
     Interest

College Loan Corporation 16855 W. Bernardo Dr.,
Suite 270, San Diego,
California 92127      $10.00      100%

SCHEDULE C

OFFICERS

Name

          Office

President
Secretary and Assistant Treasurer
Treasurer and Assistant Secretary

EX-4

Exhibit 4.1

INDENTURE OF TRUST

by and among

COLLEGE LOAN CORPORATION TRUST 200_-_,
as Issuer

_____,
as Eligible Lender Trustee

and

______,
as Trustee

Dated as of ___, 200_

COLLEGE LOAN CORPORATION TRUST 200_-_

Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and Indenture of Trust, dated as of ___, 200_.

     Trust Indenture Act 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) Indenture Section                

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.)

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.
Section 2.11.
Section 2.12.

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
Book-Entry Notes
Notices to Clearing Agency
Definitive Notes
Payment of Principal and Interest Page

31
31
32
33
33
33
33
34
34
35
35
35

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 36
36
37

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 37
37
37
38
39
40
41
42
42
42
42
42
48
49
50
51
51
52
52

ARTICLE V

FUNDS

Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Section 5.12. Creation and Continuation of Funds and Accounts
Acquisition Fund
Capitalized Interest Fund
Collection Fund
Reserve Fund
Remarketing Fee Fund
Supplemental Interest Fund
Accumulation Fund
Currency Fund
Collateral Fund
Investment of Funds Held by Trustee
Release 53
53
54
54
61
62
63
63
64
65
65
69

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 70
70
72
73
73
73
74
74
74
75
75
76
76
77
77

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.
Section 7.26.
Section 7.27. 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
Master Servicing 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
Creditor Relationships
No Petition 77
78
78
79
79
80
81
82
82
82
83
83
84
84
84
84
84
85
85
86
86
86
86
86
87
87
88

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06. 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
Consent of Currency Swap Providers 88
89
90
90
90
90

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.
Section 9.20. 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
Subordination of Currency Swap Counterparties 91
92
93
93
93
93
93
93
94
94
94
94
94
94
94
94
95
95
95
95

ARTICLE X

PAYMENT AND CANCELLATION OF NOTESAND SATISFACTION OF INDENTURE

Section 10.01.
Section 10.02.
Section 10.03.
Section 10.04.
Section 10.05. Trust Irrevocable
Satisfaction of Indenture
Optional Purchase of All Financed Eligible Loans
Auction of Financed Eligible Loans
Cancellation of Paid Notes 96
96
98
98
99

ARTICLE XI

Reporting Requirements

Section 11.01.
Section 11.02.
Section 11.03.
Annual Statement as to Compliance
Annual Independent Public Accountants' Servicing Report
Assessment of Compliance and Attestation Reports 99
99
99

ANNEX I CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES

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

II-1

EXHIBIT A
EXHIBIT B-1
EXHIBIT B-2
EXHIBIT B-3
EXHIBIT B-4
EXHIBIT B-5
EXHIBIT B-6
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
EXHIBIT L 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 A-5 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
NOTICE OF PAYMENT DEFAULT
NOTICE OF CURE OF PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I
NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT
NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT
NOTICE OF CHANGE IN AUCTION DATE
SERVICING CRITERIA

INDENTURE OF TRUST

THIS INDENTURE OF TRUST, dated as of ___, 200_ (this "Indenture"), is by and among College Loan Corporation Trust 200_-_ (the "Issuer"), a statutory trust duly organized and existing under the laws of the State of ___ (the "State"), ___, 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 ___, 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.

"Accumulation Fund" shall mean the Fund by that name created in Section 5.01(g) hereof and further described in Section 5.08 hereof, including any Accounts and Subaccounts created therein.

"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.

"Acquisition Period" means, with respect to the use of proceeds of the Notes in the Acquisition Fund, the period beginning on the Closing Date and ending on and including ____ __, 20__.

"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 __% 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 __% of the Initial Pool Balance, that Pool Balance.

"Administration Agreement" shall mean the Administration Agreement dated as of ___, 200_, 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 __% 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.

"Auction Rate Carry-Over Amount" shall mean, for a class of Auction Rate Notes, the Class A-5 Carry-Over Amount or the Class B Carry-Over Amount, as applicable, in each case, to the extent owed pursuant to Annex 1 hereto (including interest accrued thereon as specified in such Section.)

"Auction Rate Notes" shall mean the Class A-5 Notes and the Class B Notes.

"Auction Rate Notes Accrued Interest Amount" shall mean, for any Quarterly Distribution Date, the sum of the Class A-5 Noteholders' Accrued Interest Amount and Class B Noteholders' Accrued Interest Amount for such Quarterly Distribution Date.

"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.

"Back-up Administration Agreement" shall mean the Back-up Administration Agreement dated as of _________ __, 20__ among the Issuer, the Issuer Administrator, the Trustee and the Back-up Administrator as such agreement may be amended or supplemented from time to time.

"Back-up Administration Fee" shall mean the fees and expenses due to the Back-up Administrator under the terms of the Back-up Administration 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.

"Back-up Administrator" shall mean _________________ in its capacity as back-up administrator under that certain Back-up Administration Agreement, or any other person providing similar services and satisfying the Rating Agency Confirmation.

"Basic Documents" shall mean the Trust Agreement, this Indenture, the Master Servicing 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, the Remarketing Agreement, the Back-up Administration Agreement and other documents and certificates delivered in connection with any thereof.

"Benefit Plan" means (i) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity.

"Book-Entry Note" means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09 hereof.

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

"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 Master Servicing Fee" shall mean fees, if any, designated by the Issuer Administrator as "Carryover Master Servicing Fees" in a written direction and as more fully defined in the Master Servicing 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" shall mean, as appropriate, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes or the Class B Notes.

"Class A Notes" shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes secured on a senior priority to the Class B Obligations.

"Class A Noteholders' Interest Distribution Amount" shall mean, for any Auction Rate Distribution Date or 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, the Class A-4 Noteholders' Interest Distribution Amount or the Class A-5 Noteholders' Interest Distribution Amount, as applicable, in each case to the extent payable on such Auction Rate Distribution Date or 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 ___, 20__ 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 $___ Class A-1 Student Loan Asset-Backed Notes, Series 200_-_, 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, minus __%, as determined by the Trustee on each LIBOR Determination Date. For the first Interest Accrual Period, the Class A-1 Rate shall be determined by reference to the following formula:

x + [__/__* (y-x)] minus ___%, as determined by the Issuer Administrator.

where:

x = _____-Month LIBOR, and

y = _____-Month LIBOR.

"Class A-2 Maturity Date" shall mean the ___, 20__ 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 $___ Class A-2 Student Loan Asset-Backed Notes, Series 200_-_, 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 __%, as determined by the Trustee. For the first Interest Accrual Period, the Class A-1 Rate shall be determined by reference to the following formula:

x + [__/__* (y-x)] minus ___%, as determined by the Issuer Administrator.

where:

x = _____-Month LIBOR, and

y = _____-Month LIBOR.

"Class A-3 Maturity Date" shall mean the ___, 20__ 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 $___ Class A-3 Student Loan Asset-Backed Notes, Series 200_-_, 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 __%, as determined by the Trustee. For the first Interest Accrual Period, the Class A-1 Rate shall be determined by reference to the following formula:

x + [__/__* (y-x)] minus ___%, as determined by the Issuer Administrator.

where:

x = _____-Month LIBOR, and

y = _____-Month LIBOR.

"Class A-4 Maturity Date" shall mean the ______ 20__ 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 or any related Currency Swap Counterparty, as applicable, 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 Issuer Administrator.

"Class A-4 Noteholder" shall mean the Person in whose name a Class A-4 Note is registered in the Note registration books maintained by the Trustee or the Paying Agent, as agent of the Trustee.

"Class A-4 Noteholders' Interest Distribution Amount" shall mean, for each 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 Outstanding Amount 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 appropriate Day Count Basis and rounding the resultant figure to the fifth decimal place, as determined by the Issuer Administrator.

"Class A-4 Notes" shall mean the $___________ Student Loan Asset-Backed Notes, Series 20__-_ issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-4 hereto.

"Class A-4 Rate" shall have the meaning ascribed to such term in Annex II hereto.

"Class A-5 Carry-Over Amount" shall mean, for any Distribution Date relating to the Class A-5 Notes, any unpaid Carry-Over Amount s with respect to the Class A-5 Notes.

"Class A-5 Maturity Date" shall mean the ____ __, 20__ Quarterly Distribution Date.

"Class A-5 Note Interest Shortfall" shall mean, for each Auction Rate Distribution Date for the Class A-5 Notes, the excess, if any, of (a) the Class A-5 Noteholders' Interest Distribution Amount on the immediately preceding Auction Rate Distribution Date for the Class A-5 Notes over (b) the amount of interest actually distributed to the Class A-5 Noteholders on such immediately preceding Auction Rate Distribution Date, plus interest accrued on the amount of such interest due to the Class A-5 Noteholders, to the extent permitted by law, at the Class A-5 Rate for the related Interest Accrual Period, from such immediately preceding Auction Rate Distribution Date to the current Auction Rate Distribution Date, as determined by the Trustee.

"Class A-5 Noteholder" shall mean the Person in whose name a Class A-5 Note is registered on the Note registration books maintained by the Trustee.

"Class A-5 Noteholders' Accrued Interest Amount" shall mean, for each Quarterly Distribution Date, the Class A-5 Noteholders' Interest Distribution Amount payable to the Class A-5 Notes on the Auction Rate Distribution Date for the Class A-5 Notes immediately following such Quarterly Distribution Date; provided, however, the Class A-5 Noteholders' Accrued Interest Amount will be zero for any Quarterly Distribution Date that is also an Auction Rate Distribution Date for the Class A-5 Notes.

"Class A-5 Noteholders' Interest Distribution Amount" shall mean, for each Auction Rate Distribution Date for the Class A-5 Notes, the sum of (a) the amount of interest accrued at the Class A-5 Rate for the related Interest Accrual Period on the aggregate outstanding principal balance of the Class A-5 Notes immediately prior to such Auction Rate Distribution Date; and (b) the Class A-5 Note Interest Shortfall for such Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360.

"Class A-5 Notes" shall mean the $______ Class A-5 Student Loan Asset-Backed Notes, Series 20__-_, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-5 hereto.

"Class A-5 Rate" shall mean, for any Interest Accrual Period for the Class A-5 Notes, other than the first Interest Accrual Period, the Auction Note Interest Rate applicable to such class for such Interest Accrual Period, and for the first Interest Accrual Period, the Initial Auction Rate for such class.

"Class B Maturity Date" shall mean the ___, 20__ 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 $___ Class B Student Loan Asset-Backed Notes, Series 200_-_, issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-6 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 __%, as determined by the Trustee. For the first Interest Accrual Period, the Class B Rate shall mean __%.

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

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

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

"Closing Date" shall mean ___, 200_.

"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 ____ __, 20__, 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 ____ __, 20__.

"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 and (ii) 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.]

"Currency Account" shall mean an Account established within the Currency Fund for the Reset Rate Notes and further described in Section 5.09 hereof, including any Subaccounts created therein.

"Currency Fund" shall mean the Fund by that name created in Section 5.01(h) hereof and further described in Section 5.09 hereof, including any Accounts and Subaccounts created therein.

"Custodian" shall mean (i) ___ and (ii) ___, 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 ___, 200_, among ___, the Trustee, the Eligible Lender Trustee and the Issuer and (ii) the Custodian Agreement, dated as of ___, 200_, between ___, 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.

"Definitive Notes" shall mean any definitive Notes issued pursuant to Section 2.11 hereof.

"Delaware Trustee" shall mean ___, 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 ___, 200_ among the Delaware Trustee, College Loan Corporation and the Depositor, payable on each Quarterly Distribution Date, beginning on the ___ 200_ 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 ___, 200_ 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.

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

"Derivative Product Agreements" shall mean, collectively, (i) the ____________ and (ii) 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.

"Determination Date" shall mean, with respect to any Distribution Date, as applicable, the second Business Day (or the fifth Business Day with respect to any Reset Period when the Issuer is then party to a Currency Swap Agreement) preceding such Distribution Date.

["Disclosure Agreement" shall mean the Disclosure Agreement, dated ____ __, 20__, among the Issuer, the Depositor, Issuer Administrator and ___________ and ____________, for themselves and as representatives of the underwriters, and __________________, as amended and supplemented pursuant to the terms thereof.]

"Distribution Date" shall mean (i) with respect to the Reset Rate Notes then in a fixed or floating rate mode and each class of LIBOR Rate Notes, the Quarterly Distribution Date; (ii) with respect to the Reset Rate Notes then in an auction rate mode and the Auction Rate Notes, the dates described in Annex I hereto.

"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 ___, 200_, 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 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 ___, 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.

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

"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, the Class A-5 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 LIBOR Counterparty" shall mean ___, as counterparty pursuant to the Initial LIBOR Derivative Product Agreement.]

"Initial Interest Rate" means, with respect to the Auction Rate Notes and a class of Reset Rate Notes then in an auction rate mode, the rate described in Annex I hereto.

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

["Initial LIBOR Derivative Product Agreement" shall mean the ___ (including the schedule thereto), and the related Confirmation, Ref. No. ___, dated ___, 200_, 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 $___.

"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 Distribution Date, and thereafter, (i) for each class of LIBOR Rate Notes and any Reset Rate Notes then in a fixed or floating rate mode, with respect to each Distribution Date thereafter, the period beginning on the prior Distribution Date and ending on the day immediately preceding such Distribution Date; and (ii) with respect to any Reset Rate Notes then in an auction rate mode and the Auction Rate Notes, the period described in Annex I hereto.

["Investment Agreement" shall mean, collectively, the (i) Investment Agreement dated ___, 200_, between the Trustee and ___, (ii) Investment Agreement dated ___, 200_, between the Trustee and ___, and (iii) 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) and (ii) above.]

"Investment Securities" shall mean:

           (a)  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;

          (b)  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 "A-1+" by S&P and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below;

          (c)   interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of 24 months or less, but more than 12 months, with any bank, trust company, national banking association or other depository institution, including those of the Trustee and any of its affiliates, provided that, at the time of deposit or purchase such depository institution has senior debt rated "A" or higher by S&P and "A" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below;

          (d)   interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of more than 24 months with any bank, trust company, national banking association or other depository institution, including those of the Trustee and any of its affiliates, provided that, at the time of deposit or purchase such depository institution has senior debt rated "AA" or higher by S&P and "AA" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P, "P-1" by Moody's and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below;

          (e)   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 Farmers Home Administration; Federal Home Loan Banks provided such obligation is rated "AAA" by S&P, "Aaa" by Moody's and "AAA" by Fitch; 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;

          (f)   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 no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below;

          (g)   overnight repurchase agreements and overnight reverse repurchase agreements at least 101% collateralized by securities described in subparagraph (a) of this definition and with a counterparty, including the Trustee and any of its affiliates, that has senior debt rated "AA" or higher by S&P and "A" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or a counterparty approved in writing by S&P, Moody's and Fitch, respectively;

          (h)   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 and "F1" or higher by Fitch for agreements or contracts with a maturity of 12 months or less and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (ii) unsecured long-term debt is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1" or higher by Fitch for agreements or contracts with a maturity of 24 months or less, but more than 12 months and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or (iii) unsecured long-term debt which is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1" or higher by Fitch for agreements or contracts with a maturity of more than 24 months and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or, in each case, by an insurance company whose claims-paying ability is so rated;

          (i)  "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 and Fitch 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, and "AA/F1+" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, 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;

          (j)   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 and "F1" or higher by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, and which matures not more than 270 days after the date of purchase;

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

          (l)  any Investment Agreement; and

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

Each Investment Security or the provider of such Investment Security (other than those described in paragraphs (a), (e) and (k) of this definition) shall have the following Moody's long-term and or short-term ratings corresponding to the duration of such investment:

Maximum Maturity	Minimum Ratings
One Month	"A2" or "Prime-1"
Three Months	"A1" and "Prime-1"
Six Months	"Aa3" and "Prime-1"
Greater than Six Months	"Aaa" and "Prime-1"

["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 200_-_, 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 ___, 200_, 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.

["Joint Sharing Agreement" shall mean the Joint Sharing Agreement, dated as of ___, 200_, 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 200_-_ and ___, as eligible lender trustee and any other parties from time to time party to the Joint Sharing Agreement.]

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

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

"LIBOR Rate Notes" means, collectively, the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes.

"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 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).

"Master Servicer" shall mean [College Loan Corporation] and any other master servicer or successor master servicer selected by the Issuer, including an affiliate of the Issuer, so long as the Issuer obtains a Rating Confirmation as to each such other master servicer.

"Master Servicing Agreement" shall mean the Master Servicing Agreement dated as of ___, 200_, between the Issuer and College Loan Corporation, as Master Servicer, as supplemented and amended from time to time.

"Master Servicing Fees" shall mean the fees and expenses due to the Master Servicer under the terms of the Master Servicing 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.

"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 Master Servicing Fees and Carryover Master Servicing Fees due and owing; (d) pay any Issuer Derivative Payments and Termination Payments due and owing; and (e) in the case of the Auction Rate Notes, pay any Carry-Over Amounts and interest on such amounts.

"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.

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

"Noteholder" shall mean, (a) with respect to a book-entry Note, the Person who is the owner of such book-entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency); and (b) with respect to Notes held in definitive form pursuant to Section 2.11 hereof, the Person in whose name a Note is registered in the Note registration books of the Trustee.

"Note Depository Agreements" means with respect to the Notes, the Blanket Letter of Representations, dated _______ __, 20__, from the Issuer to the Securities Depository, and with respect to the Reset Rate Notes, an agreement, if any, between the Issuer and a Clearing Agency other than the Securities Depository.

"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, the Class A-5 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, as of any date of determination, the aggregate principal balance of all the Notes or the applicable Class or Classes of Notes, as the case may be, Outstanding at such date of determination; provided, however, that if the Reset Rate Notes are then denominated in a non-U.S. Dollar currency, the Outstanding Amount shall be based on the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes determined based upon the exchange rate provided for in the related Currency Swap Agreement or Currency Swap Agreements.

"Parity Ratio" shall mean, on any Quarterly Distribution Date, (a) Pool Balance (including all accrued interest on the Financed Eligible Loans) plus the amounts on deposit in the Acquisition Fund, the Capitalized Interest Fund and the Reserve Fund as of the end of the related Collection Period divided by (b) the Outstanding Amount of the Notes, after giving effect to distributions to be made on that Quarterly Distribution Date. For purposes of this definition of Parity Ratio, if the Reset Rate Notes (i) are then structured not to receive a payment of principal until the end of the related Reset Period, the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts on deposit, exclusive of any investment earnings, in the Accumulation Fund and/or (ii) are then denominated in a non-U.S. Dollar currency, the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes will be determined based upon the exchange rate provided for in the related Currency Swap Agreement or Currency Swap Agreements.

"Paying Agent" shall mean, with respect to the Reset Rate Notes while in a foreign exchange mode, the Trustee or any other Person that meets the capital requirements for the Trustee specified in Section 7.11 hereof and is authorized by the Trustee on behalf of the Issuer to make the payments to and distributions from any Currency Account, which authorized Person shall initially be __________ pursuant to the Paying Agency Agreement.

"Paying Agency Agreement" shall mean the Paying Agency Agreement, dated as of ____ __, 20__, between the Trustee and __________, as the Paying Agent, as amended and supplemented pursuant to the terms thereof.

"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 __th day of each ___, ___, ___, and ___ (or, if any such day is not a Business Day, the immediately following Business Day), commencing on ___, 200_.

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

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

"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 or the Auction Agent, as applicable, four major banks in the London interbank market selected by the Trustee or the Auction Agent, as applicable.

"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.

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

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

"Regulation AB" means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

"Relevant Servicing Criteria" means the Servicing Criteria applicable to the Issuer Administration as set forth on Exhibit L attached hereto. With respect to a Servicing Function Participant engaged by the Issuer Administration, the term "Relevant Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

"Remarketing Agreement" shall mean the Remarketing Agreement, dated ____ __, 20__, among the Issuer, Issuer Administrator and ___________ and ____________, as remarketing agents, and __________________, as amended and supplemented pursuant to the terms thereof.

"Remarketing Fee Fund" shall mean the Fund by that name created in Section 5.01(e) hereof and further described in Section 5.06 hereof, including any Accounts and Subaccounts created therein.

"Replacement Transaction" shall mean a transaction with a replacement Counterparty who assumes the existing Counterparty's position under a Derivative Product Agreement on substantially the same terms or with those other amendments to the terms of the Derivative Product Agreement as may be approved by the parties and each of the Rating Agencies, together with a Rating Confirmation.

"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) __% of the Pool Balance, as of the close of business on the last day of the related Collection Period; and (ii) $___, 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.

"Reset Rate Notes" shall mean the Class A-4 Notes.

"Reset Period Target Amount" shall mean, for any Quarterly Distribution Date that is (a) more than one year before the next related Reset Date, zero, and (b) one year or less before the next related Reset Date, the highest remarketing fee payable to the Remarketing Agents for the Reset Rate Notes (not to exceed 0.__% per annum of the maximum Outstanding Amount of the Reset Rate Notes that could be remarketed) on the next related Reset Date, as determined by the Issuer Administrator based on the assumed weighted average life of the Reset Rate Notes and the maximum remarketing fee set forth in a schedule to the Remarketing Agreement, as such schedule may be amended from time to time.

"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 ___ 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) ___ and (ii) ___, as servicers pursuant to the respective Servicing Agreement, (iii) the Master Servicer or (iv) any successor Master Servicer 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 Agreement" shall mean (i) the Student Loan Origination and Servicing Agreement, dated ___, 200_ between ___ and the Master Servicer, (ii) the Federal FFEL Origination/Servicing Agreement, dated ___, 200_ between ___ and the Master Servicer, (iii) the Master Servicing 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 Criteria" means the "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, and as described on Exhibit L attached hereto.

"Servicing Fee" shall mean the fees and expenses due to the Servicers under the terms of the respective Servicing 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.

"Servicing Function Participant" means any Subservicer, Subcontractor or any other Person, other than each Servicer, the Issuer Administrator and the Trustee, that is participating in the servicing function within the meaning of Regulation AB, unless such Person's activities relate only to 5% or less of the Financed Student Loans.

"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 Corporation, 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 ___ 20__ 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 ___, 200_, among the Issuer, the Seller, College Loan Corporation, and the Eligible Lender Trustee, (b) the FFELP Loan Purchase Agreement, dated as of ___, 200_, among the Seller, College Loan Corporation, the Eligible Lender Trustee and ___, as eligible lender trustee for College Loan Corporation, (c) the FFELP Loan Purchase Agreement, dated as of ___, 200_, among the Seller, College Loan Warehouse LLC and the Eligible Lender Trustee, (d) the FFELP Loan Purchase Agreement, dated as of ___, 200_, among the Seller, ___ and the Eligible Lender Trustee, (e) the FFELP Loan Purchase Agreement, dated as of ___, 200_, among the Seller, ___ 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.

"Subcontractor" means any third-party or Affiliate vendor, subcontractor or other Person utilized by a Servicer, a Subservicer or the Issuer Administrator that is not responsible for the overall servicing (as "servicing" is commonly understood by participants in the student loan backed securities market) of the Financed Student Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Financed Student Loans under direction and authority of such Servicer, Subservicer or Issuer Administrator.

"Subservicer" means any Person that (i) is considered to be a Servicing Function Participant, (ii) services Financed Student Loans on behalf of any Servicer and (iii) is responsible for the performance (whether directly or through Subservicers or Subcontractors) of material servicing functions required to be performed by the Servicer or the Issuer Administrator under the Basic Documents with respect to some or all of the Financed Student Loans, that are identified in Item 1122(d) of Regulation AB.

"Supplemental Interest Deposit Amount" shall mean, with respect to any Quarterly Distribution Date when the Reset Rate Notes are then structured not to receive a payment of principal until the end of the related Reset Period, the product of: (a) the difference between (i) the weighted average of the LIBOR-based rates (as determined on the LIBOR Determination Date immediately preceding that Quarterly Distribution Date) that will be payable by the Issuer to any related Counterparties on the next Quarterly Distribution Date, or the LIBOR-based rate (as determined on the LIBOR Determination Date immediately preceding that Quarterly Distribution Date) that will be payable by the Issuer to the related Registered Owners on the next Quarterly Distribution Date, as applicable, and (ii) an assumed rate of investment earnings that satisfies the Rating Agency Condition, (b) the amount on deposit in the Accumulation Fund immediately after that Quarterly Distribution Date, and (c) the actual number of days from that Quarterly Distribution Date to the next Reset Date for the Reset Rate Notes, divided by 360.

"Supplemental Interest Fund" shall mean the Fund by that name created in Section 5.01(f) hereof and further described in Section 5.07 hereof, including any Account and Subaccounts created therein.

"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, less any amounts on deposit in the Accumulation Fund (other than investment earnings), and after giving effect to distributions to be made on that Quarterly Distribution Date, would exceed the Pool Balance plus amounts on deposit in the Reserve Fund as of the end of the related Collection Period or (b) the Financed Eligible 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 ___, 20__ as amended and restated by the Amended and Restated Trust Agreement, dated as of ___, 200_, 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 ___, 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 ___, 200_, payable on the initial Quarterly Distribution Date and on each ___ 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 ___ 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 ___, 200_ 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 $___. 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 the case of LIBOR Rate Notes (or Reset Rate Notes then bearing a fixed or floating rate of interest), in minimum denominations of $___ and in integral multiples of $___ in excess thereof and in the case of the Auction Rate Notes (or Reset Rate Notes then bearing an auction rate), in minimum denominations of $______ and in integral multiples of $___ 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.  Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to applicable initial Clearing Agency, by the Issuer, or on behalf of the Issuer. Such Notes shall initially be registered on the Note Register in the name of the nominee of each initial Clearing Agency, and no Noteholder shall receive a definitive, fully registered note representing such Noteholder's interest in such Note, except as provided in Section 2.11 hereof. Unless and until Definitive Notes have been issued to Noteholders pursuant to Section 2.11 hereof:

          (a)  the provisions of this Section shall be in full force and effect;

          (b)  the Trustee (or the Paying Agent with respect to any Reset Rate Notes which are denominated in Non-U.S. Dollars), as registrar, and its respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Noteholders;

          (c)  to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

          (d)  the rights of Noteholders shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Noteholders and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.11 hereof, the initial Clearing Agencies will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants;

          (e)   whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

          (f)  upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Noteholder shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

           Section 2.10.  Notices to Clearing Agency. Whenever a notice or other communication is required under this Indenture to be given to Noteholders, unless and until Definitive Notes shall have been issued to Noteholders pursuant to Section 2.11 hereof, the Trustee shall give all such notices and communications specified herein to the applicable Clearing Agency.

           Section 2.11.  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 2.12.  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, Class A-5 Notes and Class B Notes set forth in Exhibits B-1, B-2, B-3, B-4, B-5 and B-6 hereto. The Auction Rate Notes shall accrue interest as specified in Annex I. The Reset Rate Notes shall accrue interest as specified in Annex II. 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 Master Servicer 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 Master Servicer, to deliver to the Trustee and the Issuer, on or before __ of each year, beginning __ 200_, 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 Master Servicer 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 Auction Agent Agreement, the Market Agent Agreement, the Broker-Dealer Agreements, the Verification Agent Agreement, the Derivative Product Agreement 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 200_-_" 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 Master Servicer 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 __% 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, ___, ___ or ___ to observe or perform in any material respect any covenant, representation or warranty of the Seller, College Loan Corporation, , ___, ___ or ___ set forth in the applicable Student Loan Purchase Agreements, shall promptly notify the Trustee, the Master Servicer 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 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 90 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 Master Servicer 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, 20__, 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 ___, 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 (or with respect to any Currency Fund, the Paying Agent) for the benefit of the Registered Owners (and the Remarketing Agents with respect to the Remarketing Fee Fund):

(a) Acquisition Fund;

(b) Collection Fund;

(c) Reserve Fund;

(d) Capitalized Interest Fund;

(e) Remarketing Fee Fund;

(f) Supplemental Interest Fund;

(g) Accumulation Fund;

(h) Currency Fund, including any Currency Accounts established therein; and

(i) Collateral Fund, including any Currency Swap Agreement Collateral Account established therein.

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 from proceeds of the Notes an amount equal to $____________. There shall be deposited into the Acquisition Fund from the proceeds of the Notes deposited to the Acquisition Fund an amount equal to $____________ and any amounts transferred to the Acquisition Fund from the Capitalized Interest Fund pursuant to Section 5.03 hereof. Financed Eligible Loans shall be held by the Trustee or its agent or bailee (including the Master Servicer or a Subservicer) and shall be pledged to the Trust Estate and held 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 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, ______% 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 ____ 200_ is greater than $_________, 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 _______ 20__ 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, 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. 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 Trustee for the account of the Issuer, for the benefit of the Registered Owners. 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 Financed Eligible Loan and that the Eligible Lender Trustee is the legal owner thereof and the Trustee has a security interest in the Financed Eligible Loan for the benefit of the Registered Owners.

           Section 5.03.  Capitalized Interest Fund.

           (a)  On the Closing Date, the Trustee shall deposit $_________ 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 5.04(b) and 5.04(c)(i) through (c)(iv), 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 5.03(a) above, on _____ __, 20__ 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 5.04.  Collection Fund.

           (a)   Deposits to Collection Fund. There shall be deposited to the Collection Fund (i) all Available Funds, and all other moneys and investments derived from assets on deposit in and transfers from the Capitalized Interest Fund (as described in Section 5.03 hereof), the Acquisition Fund (as described in Section 5.02 hereof), the Supplemental Interest Fund (as described in Section 5.07 hereof) and the Reserve Fund (as described in Section 5.05 hereof), (ii) all Counterparty Payments (except those required to be deposited to the Currency Fund), (iii) amounts deposited pursuant to Sections 10.03 and 10.04 hereof and (iv) 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 second Business Day preceding each Monthly Payment Date that is not a Quarterly Distribution Date (based on the information contained in a certificate of the Issuer Administrator (in the form set forth as Exhibit C hereto) and the related Servicer's Report, if applicable) to distribute to the Master Servicer, on such Monthly Payment Date, from and to the extent of the Available Funds on deposit in the Collection Fund (including any amounts transferred from the Capitalized Interest Fund pursuant to Section 5.03 hereof, the Acquisition Fund pursuant to Section 5.02 hereof and the Reserve Fund pursuant to Section 5.05(b) and (c) hereof), the Servicing Fees due with respect to the preceding calendar month, and the Trustee shall comply with such instructions. Upon written direction from the Issuer Administrator to the Trustee, moneys in the Collection Fund shall be used on any date to pay, when due, fees and expenses insofar as the same relate to Financed Eligible Loans and other fees and expenses with respect to the Trust Estate the payment of which is not otherwise provided for in subsection (c) of this Section, but including amounts described in clause (a)(i), (ii) and (iii) of the definition of Available Funds.

           (c)  Payments on Quarterly Distribution Dates and Auction Rate Distribution Dates. The Issuer Administrator shall instruct the Trustee in writing no later than the second Business Day preceding each Auction Rate Distribution Date and Quarterly Distribution Date (or the fifth Business Day with respect to any Reset Period when the Issuer is then party to a Currency Swap Agreement) (based on the information contained in a certificate of the Issuer Administrator (in the form set forth as Exhibit D hereto) and the related Servicer's Report, if applicable) to make the following deposits and distributions from the Available Funds in the Collection Fund received during the immediately preceding Collection Period (including any amounts transferred from the Capitalized Interest Fund pursuant to Section 5.03 hereof, the Acquisition Fund pursuant to Section 5.02 hereof and the Reserve Fund pursuant to Section 5.05(b) and (c) hereof, to the Persons or to the account specified below on such Auction Rate Distribution Date or Quarterly Distribution Date, in the following order of priority, and the Trustee shall comply with such instructions, provided, however, that if the Available Funds received during the immediately preceding Collection Period are not sufficient to make the payments or deposits required pursuant to clauses (i) through (vi) of this subsection (c), then, after any required transfers from the Acquisition Fund, the Capitalized Interest Fund and the Reserve Fund, any other Available Funds on deposit in the Collection Fund, which the Issuer Administrator would have deemed Available Funds for the current Collection Period, may be used to make the payments or deposits required pursuant to clauses (i) through (vi) of this subsection (c):

           (i)  to the Department and to Guarantee Agencies, amounts owed with respect to Financed Student Loans;

           (ii)  to pay to the Master Servicer, the Trustee, the Auction Agent, the Broker-Dealers and the Delaware Trustee, pro rata, based on amounts owed to each such party, without preference or priority of any kind, the Servicing Fee (to the extent remaining unpaid following the Monthly Payment Date), the Trustee Fee, the Auction Agent Fee, the Broker-Dealer Fees and the Delaware Trustee Fee, respectively, due on such Quarterly Distribution Date, in each case, together with such fees remaining unpaid from prior Quarterly Distribution Dates (and, in the case of the Servicing Fees, prior Monthly Payment Dates);

           (iii)  to deposit to the Remarketing Fee Fund as provided in Section 5.06 hereof, the Quarterly Funding Amount due on such Quarterly Distribution Date;

           (iv)  to pay to the Issuer Administrator, the Administration Fee due on such Quarterly Distribution Date and all unpaid Administration Fees from prior Quarterly Distribution Dates;

           (v)  to (A) pay to the Class A Noteholders of each Class, the portion of the Class A Noteholders' Interest Distribution Amount payable to such Class on such Quarterly Distribution Date (other than to the Noteholders of the Reset Rate Notes if a Currency Swap Agreement with respect to interest payments to be made to the Noteholders of the Reset Rate Notes is then in effect) and (B) to pay the Counterparty under a Derivative Product (including any Currency Swap Agreement with respect to the Reset Rate Notes), any Issuer Derivative Payments owed to such Counterparty on such Quarterly Distribution Date (excluding Termination Payments other than Priority Termination Payments), pro rata, based on amounts owed to each such party, without preference or priority of any kind;

           (vi)  to pay to the Class B Noteholders, the portion of the Class B Noteholders' Interest Distribution Amount payable on such Quarterly Distribution Date, pro rata, based on amounts owed to each such party, without preference or priority of any kind;

           (vii)  to the Depositor, an amount equal to the unpaid interest accrued on the Financed Eligible Loans subsequent to the Cutoff Date but prior to the Date of Issuance, until such amount has been paid in full;

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

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

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

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

(d) to pay to the Class A-4 Noteholders until the Class A-4 Notes have been paid in full; provided, however, (I) if the Class A-4 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the Accumulation Fund, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-4 Notes to zero, and (II) if the Class A-4 Notes are in a Foreign Exchange Mode, such principal payments either (x) will be made to the related Currency Swap Counterparty or Counterparties or (y) if the Class A-4 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Fund, until the U.S. Dollar Equivalent Principal Amount of such Class A-4 Notes has been distributed to the related Currency Swap Counterparty or Counterparties or allocated to the Accumulation Fund; and provided further that for purposes of this clause (F), the Outstanding Amount of the Class A-4 Notes will be deemed to have been reduced by any amounts (less any investment earnings) on deposit in the Accumulation Fund; and

(e) to pay to the Class A-5 Noteholders, in lots of $50,000, until the Class A-5 Notes have been paid in full;

           (ix)  to deposit to the Supplemental Interest Fund, an amount equal to the Supplemental Interest Deposit Amount;

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

           (xi)  to deposit to the Reserve Fund, the amount, if any, necessary to reinstate the balance of the Reserve Fund up to the Specified Reserve Fund Balance;

           (xii)  to pay to the Class A-5 Noteholders, any unpaid Auction Rate Carry-Over Amount;

           (xiii)  to pay to the Class B Noteholders, any unpaid Auction Rate Carry-Over Amount;

           (xiv)  to pay to the Counterparties, pro rata, without preference or priority of any kind, any accrued and unpaid Termination Payments due to each such Counterparty under the applicable Derivative Product;

           (xv)  to the Issuer Administrator to reimburse it for any payments made by it to the Remarketing Agents pursuant to the Remarketing Agreement;

           (xvi)  to pay to the Master Servicer, the aggregate unpaid amount of any Carryover Servicing Fee, if any;

           (xvii)  in the event the Financed Eligible Loans are not sold pursuant to Sections 10.03 or 10.04 hereof, to pay as an accelerated payment of principal balance of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes then Outstanding, to the Noteholders in the same order and priority as is set forth in clauses (vii)(a) through (f) and (ix) of this subsection (c) until the principal amount of the Notes is paid in full; and

           (xviii)  subject to the remaining provisions of this Section, to pay to the Depositor any remaining funds.

           Amounts that would be paid to each Currency Swap Counterparty pursuant to clauses (v), (viii)(d) or (xiv) of this subsection (c), with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes bear a fixed rate of interest or with respect to payments of principal on the Reset Rate Notes then in a Foreign Exchange Mode, will be determined on or before the fifth Business Day preceding each Quarterly Distribution Date and will be paid by the Issuer as set forth in the applicable Swap Agreement (or, with respect to a Quarterly Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if the Reset Rate Notes are then in a Foreign Exchange Mode, payments under the related Swap Agreement will be made on such Quarterly Distribution Date).

           Amounts properly distributed to the Depositor pursuant to clause (vii) or (xviii) of this subsection (c) shall be deemed released from the Trust Estate and the security interest therein granted to the Trustee, and the Depositor shall in no event thereafter be required to refund any such distributed amounts.

           The Issuer Administrator shall, or shall direct the Trustee to, notify the Rating Agencies, by forwarding a copy of Exhibit D hereto, if the Available Funds received during the immediately preceding Collection Period are not sufficient to make the payments or deposits required pursuant to clauses (i) through (vi) of this subsection (c), after any required transfers from the Acquisition Fund, the Capitalized Interest Fund and the Reserve Fund, and such payments or deposits were made with other Available Funds on deposit in the Collection Fund.

           The Issuer hereby certifies that the amounts paid to the Trustee and the Delaware Trustee (but not the Master Servicer) pursuant to clause (i) above and the Administration Fee pursuant to clause (ii) above, shall not in any one Fiscal Year exceed the amount or percentage designated therefor in the cash flows provided to each Rating Agency on each Date of Issuance, unless the Issuer, after furnishing each Rating Agency with revised cash flows, shall have received a Rating Confirmation.

           In the event that a Termination Payment is owed by the Issuer to any Counterparty and a Replacement Transaction is procured by the Issuer under which the replacement Counterparty makes a payment to the Issuer, the Issuer will pay that amount directly to the original Counterparty to the extent that a Termination Payment is owed by the Issuer to that Swap Counterparty. If after making that payment, the original Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (xiii) of this subsection (c).

           If a Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Currency Swap Counterparty under the related Currency Swap Agreement will be used to make payments to the Noteholders of the Reset Rate Notes in an amount in Euros, Pounds Sterling or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Currency Swap Counterparty to the Issuer. If this occurs, the Issuer Administrator, on behalf of the Issuer, will exchange, or will instruct the Trustee to exchange, U.S. Dollars for Euros, Pounds Sterling or any other applicable non-U.S. Dollar currency in order to make distributions to the Noteholders of the Reset Rate Notes.

           (d)  Redemption of Auction Rate Notes Generally; Prepayment Date and Prepayment Price. Following the payment in full of the Class A Notes, the Notes of any class of Auction Rate Notes shall be subject to redemption or principal distribution at the option of the Issuer on any date selected by it (a "Prepayment Date") pursuant to Section 5.03(h), (i) or (j) and as otherwise provided in clauses (k) through (o) below. The redemption price (the "Prepayment Price") for any Notes to be redeemed pursuant to Section 5.03(h), (i) or (j) shall be 100% of the outstanding principal balance of such Notes plus interest accrued thereon through the Prepayment Date, provided, that if all of the Outstanding Notes are to be redeemed, the redemption price shall also include an amount sufficient to pay all fees owed to the Trustee, the Master Servicer, the Auction Agent, the Broker-Dealers, the Issuer Administrator, the Remarketing Agents and the Delaware Trustee, any Issuer Derivative Payments owed to the Counterparties and any Auction Rate Carry-Over Amounts owed to a class of Auction Rate Notes.

           (e)  Optional Redemption of Auction Rate Notes. For any Auction Rate Distribution Date following the payment in full of the Class A Notes, and subject to Section 5.03(f) the Issuer may, by Issuer Order, instruct the Trustee to pay principal on one or more classes of Auction Rate Notes selected by the Issuer, from amounts otherwise distributable to the Depositor pursuant to clause (_) on such Quarterly Distribution Date.

           (f)  Optional Redemption of Auction Rate Notes From Sale of Financed Eligible Loans. For any Auction Rate Distribution Date following the payment in full of the Class A Notes, the Issuer may, by Issuer Order, direct the Trustee to sell Financed Eligible Loans and use the proceeds of such sale to redeem one or more classes of Auction Rate Notes selected by the Issuer, provided that (i) the Trustee may not sell any Financed Eligible Loans for less than the Purchase Amount for each such Financed Eligible Loan and (ii) the Issuer and the Trustee shall have received Rating Agency Confirmation with respect to such sale. Any such sale shall be effected by the Trustee in the same manner as a sale of the Trust Estate pursuant to Section 6.04 hereof, and proceeds of such sale shall be deposited into the Collection Fund and applied to redeem each such class on the immediately succeeding Auction Rate Distribution Date for such class.

           (g)  Extraordinary Optional Redemption of Auction Rate Notes. For any Auction Rate Distribution Date following the payment in full of the Class A Notes, the Issuer may, by Issuer Order, direct the Trustee to redeem some or all of the Auction Rate Notes selected by the Issuer at the applicable Prepayment Price on any Auction Rate Distribution Date for each such class, if the Issuer reasonably determines that the rate of return on the Financed Eligible Loans has materially decreased or that the costs of administering the Trust Estate have placed unreasonable burdens on the Issuer's ability (or the Issuer Administrator's ability on behalf of the Issuer) to perform the Issuer's obligations under this Indenture.

           (h)  Notice of Redemption and Purchase. An election of the Issuer to prepay any class of Auction Rate Notes pursuant to Section 5.03(d) through (g) shall be evidenced by an Issuer Order, received by the Trustee and the Auction Agent no later than the 25th day preceding the Prepayment Date, stating (i) the Prepayment Date, (ii) the class or classes of Notes or portion thereof to be prepaid, (iii) the principal amount of each such class or classes of Notes or portion thereof to be redeemed and (iv) the portion of the Prepayment Price allocable to each such class or portion thereof.

           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.

           (i)  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.

           (j)  Limitation on Redemption of Class B Notes. Notwithstanding anything to the contrary, in no event may any Class B Notes be redeemed pursuant to Section 5.04(i) or (j) if any Class A Notes would be Outstanding following such redemption unless the Issuer receives a Rating Agency Confirmation in connection with such redemption.

           Section 5.05.  Reserve Fund.

           (a)  On the Date of Issuance, the Trustee shall deposit $_________ 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 5.04(c)(xi) hereof.

           (b)  On each Monthly Payment Date or Quarterly 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 5.04(b) (other than transfers to fund "add-on consolidation loans" or repurchase student loans from the Master Servicer, any Subservicer or any Guaranty Agency as described in clause (a)(i) and (iii) of the definition of Available Funds) and 5.04(c)(i) through (c)(v) hereof (other than Termination Payments), then the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Monthly Payment Date or Quarterly Distribution Date, as the case may be, an amount equal to such deficiency and to deposit such amount in the Collection Fund to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to Section 5.03 hereof or the Acquisition Fund pursuant to Section 5.02 hereof. Additionally, if on the Note Final Maturity Date for a Class of Notes, and after giving effect to the distribution of the Available Funds on such Note 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 Note 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 Amount of such Class of Notes.

           (c)  After giving effect to subsection (b) of this Section, if the amount on deposit in the Reserve Fund on any Quarterly Distribution Date is greater than the Specified Reserve Fund Balance for such Quarterly Distribution Date, the Issuer Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Quarterly Distribution Date an amount equal to such excess and to deposit such amount in the Collection Fund.

           (d)  On the final Quarterly 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 Fees) owing or to be distributed hereunder to Noteholders, the Trustee, the Master Servicer, the Issuer Administrator, the Auction Agent, the Broker-Dealer, the Remarketing Agents, the Delaware Trustee, the Back-up Administrator or the 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 second to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Fund after such payments have been made shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this subsection (d).

           (e)  Anything in this Section to the contrary notwithstanding, if the market value of securities and cash in the Reserve Fund is on any Quarterly Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Issuer Derivative Payments and Carryover Servicing Fees, such amount will be so applied on such Quarterly Distribution Date and the Issuer Administrator shall instruct the Trustee in writing to make such payments.

           Section 5.06.  Remarketing Fee Fund.

           (a)  Deposits to the Remarketing Fee Fund. On each Quarterly Distribution Date, an amount up to the Quarterly Funding Amount shall be deposited to the Remarketing Fee Fund pursuant to Section 5.04(c)(iii) hereof.

           (b)  Use of Moneys in the Remarketing Fee Fund. Amounts on deposit in the Remarketing Fee Fund shall be used to pay the Remarketing Fees due on the Reset Rate Notes on the Reset Date. If the amount on deposit in the Remarketing Fee Fund on any Quarterly Distribution Date, after the payment of any Remarketing Fees due on such Quarterly Distribution Date, exceeds the sum of the Reset Period Target Amounts, the Issuer may direct the Trustee to transfer such excess to the Collection Fund on such Quarterly Distribution Date. In the event that the fees owed to any Remarketing Agent on a Reset Date exceed the amount then on deposit for such purposes in the Remarketing Fee Fund, such shortfall shall be paid on future Quarterly Distribution Dates. The Issuer shall also be responsible for certain costs and expenses to the extent set forth in Section 3 of the Remarketing Agreement, which shall be paid on each Quarterly Distribution Date from the Collection Fund pursuant to Section 5.04(c)(iii) hereof to the extent funds are available therefor. If on any Quarterly Distribution Date a Class A-1 Note Interest Shortfall, a Class A-2 Note Interest Shortfall, a Class A-3 Note Interest Shortfall, a Class A-4 Note Interest Shortfall or a Class A-5 Note Interest Shortfall would exist, or if on the Note Final Maturity Date for any Class of the Class A Notes, Available Funds would not be sufficient to reduce the principal balance of that Class of the Class A Notes to zero, the amount of such Class A-1 Note Interest Shortfall, Class A-2 Note Interest Shortfall, Class A-3 Note Interest Shortfall, Class A-4 Note Interest Shortfall, Class A-5 Note Interest Shortfall or principal deficiency, as applicable, to the extent sums are on deposit in the Remarketing Fee Fund, shall be withdrawn from the Remarketing Fee Fund and used for payment of interest or principal on the Class A Notes.

           Section 5.07.  Supplemental Interest Fund.

           (a)  Deposits to the Supplemental Interest Fund. Amounts transferred from the Collection Fund pursuant to Section 5.04(c)(ix) hereof representing a Supplemental Interest Deposit Amount shall be deposited to the Supplemental Interest Fund.

           (b)  Use of Moneys in the Supplemental Interest Fund. All amounts on deposit in any Account of the Supplemental Interest Fund shall be transferred to the Collection Fund on each Quarterly Distribution Date.

           Section 5.08.  Accumulation Fund.

          (a)  If the Class A-4 Notes are structured to receive a payment of principal only at the end of the related Reset Period, amounts transferred pursuant to subsection (c)(viii) of Section 5.04 hereof to pay principal on the Class A-4 Notes shall be deposited to the Accumulation Fund.

           (b)  If the Class A-4 Notes are denominated in U.S. Dollars and are structured during the then-current Reset Period not to receive a payment of principal until the end of the related Reset Period, the Issuer Administrator shall instruct the Trustee in writing no later than one Business Day preceding each Quarterly Distribution Date that is also a Reset Date, to withdraw from the Accumulation Fund on such Quarterly Distribution Date (after any additional allocations of principal are made to the Accumulation Fund on such Quarterly Distribution Date) the amount (less any investment earnings) on deposit in the Accumulation Fund and distribute (by 1:00 p.m. (New York time) on the related Quarterly Distribution Date) such amounts to the Noteholders of the Class A-4 Notes as of the immediately current Record Date, pro rata, as a payment of principal as set forth in Section 5.04(c)(viii) hereof. If the Class A-4 Notes are in a Foreign Exchange Mode and are structured during the then-current Reset Period not to receive a payment of principal until the end of the related Reset Period and a Currency Swap Agreement is in effect for the Class A-4 Notes, the Issuer Administrator shall instruct the Trustee in writing no later than five Business Day preceding each Quarterly Distribution Date that is also a Reset Date, to withdraw from the Accumulation Fund on such Quarterly Distribution Date (after any additional allocations of principal are made to that account on such Quarterly Distribution Date) the amount (less any investment earnings) on deposit in the Accumulation Fund and deliver such amounts to the related Currency Swap Counterparty or Counterparties in exchange for the amount of the applicable non-U.S. Dollar currency, determined using the exchange rate set forth in the related Currency Swap Agreement, for payment to the Noteholders of the Class A-4 Notes as of the immediately preceding Record Date, pro rata, as a payment of principal as set forth in Section 5.04(c)(viii) hereof. Amounts (less any investment earnings) on deposit in the Accumulation Fund may be used only to pay principal on the Class A-4 Notes (or to the related Currency Swap Counterparty or Counterparties) and for no other purpose. If no Currency Swap Agreement is in effect for the Class A-4 Notes, such payment shall be made as set forth in Section 5.04 hereof.

           (c)  In the event that on any Quarterly Distribution Date the amount (less any Investment Earnings) on deposit for the Class A-4 Notes in the Accumulation Fund, including amounts deposited on that Quarterly Distribution Date, would equal the Outstanding Amount of the Class A-4 Notes, then no additional amounts will be deposited into the Accumulation Fund and all amounts therein, less any investment earnings, will be distributed on the next related Reset Date, pursuant to subsection (b) of this Section, and the Outstanding Amount of the Class A-4 Notes will be reduced to zero.

           Section 5.09.  Currency Fund.

           (a)  On each Reset Date when the Reset Rate Notes are reset to be denominated in a currency other than U.S. Dollars during the next Reset Period, the Issuer shall establish and maintain a Currency Account for the Reset Rate Notes.

           (b)  Any payments in the related currency received from any Currency Swap Counterparty will be deposited into the related Currency Account for the benefit of the Noteholders of the Reset Rate Notes.

           (c)  The Issuer Administrator shall instruct the Trustee to direct the Paying Agent in writing no later than the Business Day preceding each Quarterly Distribution Date to distribute the Class A-4 Noteholders' Interest Distribution Amount from amounts on deposit in the applicable Currency Account to the Noteholders of the Reset Rate Notes by 10:00 a.m. (London time) on the related Quarterly Distribution Date; provided, however, that with respect to any Quarterly Distribution Date that coincides with a Reset Date when the Reset Rate Notes are then in a Foreign Exchange Mode, the Issuer Administrator will instruct the Paying Agent to distribute the amounts in the applicable Currency Account to the Noteholders of the Reset Rate Notes by 3:30 p.m. (London time) on the date the Paying Agent receives such amounts (unless the amounts are not received prior to 10:00 a.m. (London time), then such distribution shall be on the next Business Day). If the related Currency Swap Agreement is not in effect, the Issuer Administrator shall cause U.S. Dollars to be converted into such other applicable non-U.S. Dollar currency in amounts sufficient to make the distributions specified in this Indenture.

           Section 5.10.  Collateral Fund. In the event that pursuant to the terms of any applicable Currency Swap Agreement, a related Currency Swap Counterparty (or its credit support provider) is required to deposit cash or securities as collateral to secure its obligations ("Swap Collateral"), the Trustee shall establish and maintain one or more Accounts within the Collateral Fund in the name of the Trustee for the benefit of the Issuer and the Noteholders (each a "Currency Swap Agreement Collateral Account") upon written notice from the Issuer. All sums on deposit and securities held in any Currency Swap Agreement Collateral Account shall be used only for the purposes set forth in the related credit support agreement to be entered into between the Issuer and the related Currency Swap Counterparty (a "Credit Support Agreement"). Amounts on deposit in any Currency Swap Agreement Collateral Account may be invested in Investment Securities at the written direction of the related Swap Counterparty and on each Quarterly Distribution Date, all investment earnings actually received by the Trustee on amounts on deposit in a Currency Swap Agreement Collateral Account or on securities held by the Trustee as Swap Collateral shall be paid directly to the related Swap Counterparty and not become part of Available Funds in accordance with the terms of the Credit Support Agreement. All amounts deposited in a Currency Swap Agreement Collateral Account shall be paid to the Issuer (and become part of Available Funds on the related Quarterly Distribution Date) or returned to the related Swap Counterparty, from time to time, in accordance with the provisions set forth in the related Credit Support Agreement. The Trustee shall be entitled to conclusively rely on the written instructions of the Issuer or the Issuer Administrator with respect to sums on deposit in the Collateral Fund and any Currency Swap Agreement Collateral Account without responsibility to know or determine the purpose or provisions set forth in the related Collateral Support Agreement.

           Section 5.11.  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:

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;

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

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;

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;

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;

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:

(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

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

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

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

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

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 5.12.  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 Master Servicer, 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 __% of the Outstanding Amount of the Highest Priority Obligations.

           Section 6.02.  Remedy on Default; Possession of Trust Estate. Subject to Sections 6.09, 7.05 and 7.07 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:

FIRST, (a) to the applicable Registered Owners of the Class A-4 Notes then denominated in U.S. Dollars and then structured not to receive a payment of principal until the end of its related Reset Period, the amount, if any, on deposit in the Class A-4 Accumulation Account (excluding any investment earnings thereon) in reduction of the Outstanding Amount of the Class A-4 Notes until they are paid in full; and/or (b) to the related Currency Swap Counterparty if the Class A-4 Notes are then in a Foreign Exchange Mode and are then structured not to receive a payment of principal until the end of their related Reset Period, the amount, if any, on deposit in the Class A-4 Accumulation Account (excluding any investment earnings thereon) in reduction of the Outstanding Amount of the Class A-4 Notes until they are paid in full;

SECOND, to the Trustee, the Eligible Lender Trustee, Auction Agent, Broker-Dealer and the Delaware Trustee, the Master Servicer, pro rata, without preference or priority of any kind, according to the amounts due and payable to each such party, any Trustee Fee or expenses (including indemnity payments claimed by the Trustee), any Auction Agent Fee, any Broker-Dealer Fee, any Delaware Trustee Fee or expenses (including indemnity payments claimed by the Delaware Trustee), and any Master Servicing Fees, respectively, due and owing;

THIRD, to the Issuer Administrator, any Administration Fees, due to such party and remaining unpaid;

FOURTH, pro rata, based on amounts due and owing, (i) to the Counterparties, pro rata, without preference or priority of any kind, in proportion to their respective entitlements under the applicable Derivative Products (excluding all Termination Payments other than Priority Termination Payments), (ii) to the Class A Noteholders (other than any Class A-4 Noteholders if a Derivative Product with respect to interest payments to be made to the Class A-4 Noteholders is then in effect) of each Class for amounts due and unpaid on each such Class of the Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on each such Class of the Class A Notes for such interest, (iii) if a Derivative Product is then in effect with respect to interest payments to be made to the Class A-4 Noteholders, to the Counterparty for such Derivative Product, the amount of any Issuer Derivative Payments due and payable (other than as paid to that Counterparty under clause FIRST above); and (iv) if any Derivative Product with respect to the Class A-4 Notes has been terminated, to the related Counterparty, the amount of any Priority Termination Payments due to such Counterparty;

FIFTH, (a) if the Class A-4 Notes are in a Foreign Exchange Mode, pro rata (i) to Class A Noteholders (other than the Class A-4 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 Class A Notes for principal, and (ii) to the applicable Currency Swap Counterparties an amount sufficient to reduce the U.S. Dollar Equivalent Principal Amount of the Class A-4 Notes to zero; or (b) if the Class A-4 Notes are then denominated in U.S. Dollars, pro rata to the 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 Class A Notes for principal;

SIXTH, to the Class B Noteholders for amounts due and unpaid for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for such interest

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

EIGHTH, to the Noteholders of Class A Auction-Rate Notes, all Auction Rate Carry-Over Amounts for such classes then due and unpaid, pro rata, without preference or priority of any kind, according to the amounts due and payable on such Class A Notes for such Carry-Over Amounts;

NINTH, to the Noteholders of Class B Auction-Rate Notes, all Auction Rate Carry-Over Amounts for such classes then due and unpaid, pro rata, without preference or priority of any kind, according to the amounts due and payable on such Class B Notes for such Carry-Over Amounts;

TENTH, to the Counterparties, in proportion to the respective entitlements under the applicable Derivative Product Agreement, ratably, without preference or priority of any kind, for any Termination Payments due and any other unpaid Issuer Derivative Payments;

ELEVENTH, to the Remarketing Agents, any due and unpaid Remarketing Fees payable by the Issuer to the extent not previously paid from amounts on deposit in the Remarketing Fee Fund;

TWELFTH, sequentially, first to the Remarketing Agents, and second to the Administrator for any advances made on behalf of the Issuer, in each case, for payment of certain costs and expenses as set forth in Section __ of the Remarketing Agreement in connection with the remarketing of the Reset Rate Notes not previously reimbursed by the Issuer;

THIRTEENTH, to the Master Servicer, for any unpaid Carryover Servicing Fees; and

FOURTEENTH, to the Issuer.

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 __% 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 Master Servicer, the Delaware Trustee, the Auction Agent, the Broker-Dealers, 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 (other than Carry-Over Amounts) 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 (other than Carry-Over Amounts) 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.  Master Servicing Agreement. The Trustee acknowledges the receipt of a copy of the Master Servicing 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 class 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 class 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.

           Section 7.26.  Creditor Relationships. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 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 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 collective aggregate principal amount of the Outstanding Obligations.

           Section 7.27.  No Petition. The Trustee 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 this Indenture.

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.

           Section 8.06.  Consent of Currency Swap Providers. The parties to this Indenture acknowledge and agree that, if the Reset Rate Notes are denominated in a currency other than U.S. Dollars during any related Reset Period, and the Issuer enters in a Currency Swap Agreement, pursuant to such Currency Swap Agreement, the Issuer has agreed or will agree (a) to notify the related Currency Swap Counterparty of any amendment, modification or supplement to this Indenture or any other Basic Document that would materially adversely affect (i) the related Currency Swap Counterparty's ability to enforce or protect its rights or remedies under the related Currency Swap Agreement, (ii) the ability of the Issuer to timely and fully perform its obligations under the related Currency Swap Agreement, or (iii) any of the terms of this Indenture which relates to payments to or rights of the related Currency Swap Counterparty under either such agreement, and (b) to obtain the written consent of the related Currency Swap Counterparty to any such amendment, modification or supplement. Any such amendment, modification or supplement without the written consent of the related Swap Counterparty shall be void and unenforceable.

Accordingly, the parties to this Indenture acknowledge and agree that each Currency Swap Counterparty will be a third-party beneficiary of this Indenture to the extent of its rights under the related Currency Swap Agreement in respect of this Indenture and shall be entitled to enforce such rights under this Indenture. Notices to a Currency Swap Counterparty under this Section shall be addressed to the applicable Currency Swap Counterparty at the address listed in the related swap confirmation for that Currency Swap Agreement.

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 200_-_
c/o ___, 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:

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 ___, 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 ___, 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 ___ 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.

           Section 9.20.  Subordination of Currency Swap Counterparties. All rights and interest of any Currency Swap Counterparty in the security interest granted to the Trustee under this Indenture with respect to any Termination Payments (other than Priority Termination Payments) shall be fully subordinated to the interests of the Registered Owners of the Notes. No Currency Swap Counterparty shall have any rights, implied or otherwise, in the Trust Estate with respect to any Termination Payments (other than Priority Termination Payments) until after the Outstanding Amount of the Notes has been reduced to zero and the Registered Owners have been paid all amounts owed to them under this Indenture. Notwithstanding the foregoing, the provisions of this Section shall not modify or otherwise affect the contractual priority of payments set forth in Section 5.04(c) hereof. More specifically, no Currency Swap Counterparty shall have any voting rights or rights to exercise any remedies under this Indenture until after the Outstanding Amount of the Notes has been reduced to zero and the Registered Owners have been paid all amounts owed to them under this Indenture. After the Outstanding Amount of the Notes has been reduced to zero and the Registered Owners have been paid all amounts owed to them under this Indenture, each Currency Swap Counterparty shall have all of the rights and obligations, including all voting rights, of the Registered Owners set forth in this Indenture.

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.

           Section 10.05.  Cancellation of Paid Notes. Any Notes which have been paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and any temporary Note for which definitive Notes have been delivered shall (unless otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the Trustee and, except for temporary Notes, returned to the Issuer.

ARTICLE XI

REPORTING REQUIREMENTS

           Section 11.01. Annual Statement as to Compliance. The Issuer will cause each Servicer to deliver to the Issuer Administrator, any applicable annual statements as to compliance required by such Servicer's Servicing Agreement. Copies of any such annual statements will be provided to the Rating Agencies rating the Notes.

           Section 11.02. Annual Independent Public Accountants' Servicing Report. The Issuer shall cause each Servicer to cause a firm of independent public accountants to furnish a statement to the Issuer Administrator and the Trustee in accordance with such Servicer's Servicing Agreement. So long as the Issuer is required to file reports with the Commission pursuant to Section 15(d) of the Exchange Act, the Issuer shall cause each Servicer that is required to provide an assessment of compliance and an attestation report pursuant to Item 1122 of Regulation AB to furnish such items to the Issuer Administrator and the Trustee in sufficient time to permit the Issuer to file in a timely manner with the Commission all reports required to be filed by the Issuer pursuant to Section 15(d) of the Exchange Act. Copies of each document delivered pursuant to this Section 10.02 shall be provided to the Rating Agencies rating the Notes.

           Section 11.03. Assessment of Compliance and Attestation Reports.

           (a)     Assessment of Compliance

           (i)     By March __ of each year, commencing in March 20__, the Issuer Administrator shall furnish to the Trustee, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.15, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period.

           (ii)     When the Issuer Administrator submits its assessment to the Trustee, it will also at such time include the assessment (and attestation pursuant to subsection (a)(ii) of this Section 11.03) of each Servicing Function Participant and shall indicate what Relevant Servicing Criteria will be addressed in any such reports prepared by any such Servicing Function Participant.

           (iii)     Promptly after receipt of each report on assessment of compliance, the Issuer Administrator shall confirm that the assessments, taken as a whole, address all applicable Servicing Criteria and taken individually address the Relevant Servicing Criteria (and disclose the inapplicability of the Servicing Criteria not determined to be Relevant Servicing Criteria) for each party as set forth on Exhibit C attached hereto and on any similar exhibit set forth in the applicable Servicing Agreement in respect of any Servicer, and the applicable Custodial Agreement, and shall notify the Trustee of any exceptions.

           (b)     Attestation Reports

           (i)     By March __ of each year, commencing in March 200_, the Issuer Administrator shall cause, and shall cause any Servicing Function Participant engaged by it to cause, a registered public accounting firm (which may also render other services to the Issuer Administrator) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.

           (ii)     Promptly after receipt of such report from any Servicing Function Participant engaged by it, the Issuer Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 10.03 is coupled with an attestation meeting the requirements of this Section and notify the Trustee of any exceptions.

           (c)     The Trustee's obligation to provide assessments of compliance and attestations under this Section 11.03 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Issuer. After the occurrence of such event, the Issuer Administrator shall no longer be obligated to provide a copy of such reports to the Trustee.

           (d)     Each of the parties hereto acknowledges and agrees that the purpose of this Section 11.03 is to facilitate compliance by the Issuer with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the Issuer Administrator obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel or otherwise in respect of the requirements of Regulation AB and the Issuer Administrator shall comply with requests made by the Trustee, on behalf of the Issuer, for delivery of additional or different information as the Trustee, on behalf of the Issuer, may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such information is available without unreasonable effort or expense and within such timeframe as may be reasonably requested.

[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 200_-_,
a Delaware statutory trust

By: ___, not in its individual capacity or personal
       capacity but solely in its capacity as Delaware
       Trustee

By:                                                                  
Name:
Title:

___, as Trustee

By:                                                                  
Name:
Title:

___, as Eligible Lender Trustee under the Issuer Eligible Lender Trust Agreement

                                                                 
Name:
Title:

Agreed and accepted:

COLLEGE LOAN CORPORATION

By:                                                                  
       Name:
       Title:

ANNEX I

CERTAIN TERMS AND PROVISIONS OF
THE AUCTION RATE NOTES

ARTICLE I

DEFINITIONS

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

"Applicable LIBOR-Based Rate" means (a) for an Auction Period of 35 days or less, One-Month LIBOR; (b) for an Auction Period of more than 35 days but less than 115 days, Three-Month LIBOR; (c) for an Auction Period of more than 114 days but less than 195 days, Six-Month LIBOR; and (d) for an Auction Period of more than 194 days, One-Year LIBOR.

"Applicable Number of Business Days" means the greater of two Business Days or one Business Day plus the number of Business Days by which the Auction Date precedes the first day of the next succeeding Interest Accrual Period.

"Auction" means the implementation of the Auction Procedures on an Auction Date.

"Auction Agent" means the Initial Auction Agent under the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement becomes effective, after which "Auction Agent" means the Substitute Auction Agent.

"Auction Agent Agreement" means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" means such Substitute Auction Agent Agreement.

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

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

"Auction Date" means, initially, with respect to the Class A-5 Notes, ___, 20__, and with respect to the Class B Notes provided; that if the initial Auction Date is not a Business Day, the initial Auction Date shall be the Business Day immediately preceding the date so listed. Thereafter, with respect to each class of Auction Rate Notes, the Auction Date means the Business Day immediately preceding the first day of each Auction Period, other than:

(a)     an Auction Period commencing after the ownership of a class of Auction Rate Notes is no longer maintained in Book-Entry Form by the Securities Depository;

(b)     an Auction Period commencing after and during the continuance of a Payment Default; or

(c)     an Auction Period commencing less than the Applicable Number of Business Days after the cure or waiver of a Payment Default.

Notwithstanding the foregoing, the Auction Date for one or more Auction Periods may be changed pursuant to Section 2.02(h) of this Annex I.

"Auction Period" means the Interest Accrual Period applicable to each class of Auction Rate Notes.

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

"Auction Procedures" means the procedures set forth in Section 2.02 and Section 2.03 of this Annex I by which the Auction Rate is determined.

"Auction Rate" means the interest rate that results from implementation of the Auction Procedures and is determined as described in Section 2.02(a)(iii)(B) of this Annex I.

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

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

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

"Broker-Dealer" means with respect to the Auction Rate Notes (a) initially, ___ and (b) any other broker or dealer (each as defined in the Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures that (i) is a Participant (or an affiliate of a Participant), (ii) has been appointed as such with respect to each class of Auction Rate Notes by the Issuer pursuant to Section 2.02(d) of this Annex I and (iii) has entered into a Broker-Dealer Agreement that is in effect on the date of reference.

"Broker-Dealer Agreement" means each agreement between the Auction Agent and a Broker-Dealer, approved by the Issuer, pursuant to which the Broker-Dealer agrees to participate in Auctions as set forth in the Auction Procedures, as such agreement may from time to time be amended or supplemented. Each Broker-Dealer Agreement as to Auction Procedures shall be in substantially the form of the Broker-Dealer Agreement, dated as of ___, 20__, between ___, as Auction Agent, and ___, as Broker-Dealer.

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

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

"Carry-Over Amount" means the excess, if any, of (a) the amount of interest on each class of Auction Rate Note that would have accrued with respect to the related Auction Period at the Auction Rate over (b) the amount of interest on such class of Auction Rate Note actually accrued with respect to such class of Auction Rate Note, with respect to such Auction Period based on the Maximum Rate, together with the unpaid portion of any such excess from prior Auction Periods; provided that any reference to "principal" or "interest" in the Indenture, and in each class of Auction Rate Notes shall not include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount.

"Class Auction Date" means Wednesday with respect to the Class A-5 Notes and Class B Notes (or if such day is not a Business Day, the next preceding Business Day).

"Eligible Carry-Over Make-Up Amount" means, with respect to each Interest Accrual Period relating to each class of Auction Rate Notes as to which, as of the first day of such Interest Accrual Period, there is any unpaid Carry-Over Amount, an amount equal to the lesser of (a) interest computed on the principal balance of such class in respect of such Interest Accrual Period at a per annum rate equal to the excess, if any, of the Maximum Rate over the Applicable Interest Rate, and (b) the aggregate Carry-Over Amount remaining unpaid as of the first day of such Interest Accrual Period together with interest accrued and unpaid thereon through the end of such Interest Accrual Period. The Eligible Carry-Over Make-Up Amount shall be $0.00 for any Interest Accrual Period with respect to which the Maximum Auction Rate equals or exceeds the Auction Rate.

"Existing Holder" means (a) with respect to and for the purpose of dealing with the Auction Agent in connection with an Auction, a Person who is a Broker-Dealer listed in the Existing Holder Registry at the close of business on the Business Day immediately preceding such Auction and (b) with respect to and for the purpose of dealing with the Broker-Dealer in connection with an Auction, a Person who is a beneficial owner of any class of Auction Rate Notes.

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

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

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

"Initial Auction Agent" means ___, a ___ banking corporation, its successors and assigns, in its capacity as auction agent under the Initial Auction Agent Agreement.

"Initial Auction Agent Agreement" means the Auction Agent Agreement, dated as of ___, 20__, by and among the Issuer, the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto.

"Initial Interest Accrual Period" means, for each class of Auction Rate Notes, the period commencing on the Closing Date and continuing through the day immediately preceding the Initial Interest Rate Adjustment Date for such class.

"Initial Interest Rate" means for the Class A-5 Notes, __% per annum and for the Class B Notes, __% per annum.

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

Class Initial Interest Rate
Adjustment Date

Class A-5
Class B ___, 20__
___, 20__

"Interest Payment Date" means (a) each regularly scheduled interest payment date on each class of Auction Rate Notes, which shall be the Business Day immediately following the expiration of the Initial Interest Accrual Period for such class and each related Interest Accrual Period thereafter; provided, however, if the duration of the Interest Accrual Period is one year or longer, then the Interest Payment Date therefor shall be semi-annual (as determined by the Broker-Dealer for each class of Auction Rate Notes) during such Interest Accrual Period (or if any such day is not a Business Day, the immediately following Business Day) and the first Business Day immediately following the end of such Interest Accrual Period; or (b) with respect to the payment of interest upon redemption or acceleration of each class of Auction Rate Notes or the payment of Defaulted Interest, such date on which such interest is payable under the Indenture.

"Interest Accrual Period" means, unless otherwise changed as described herein: (a) with respect to each class of Auction Rate Notes, (i) initially, the Initial Interest Accrual Period for such class; and (ii) following the Initial Interest Accrual Period, each successive period of generally 28 days, commencing on the first Business Day following the Auction Date, and ending on (and including) the Class Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). Notwithstanding the foregoing, if the Auction Periods are changed as provided in Section 2.02(g) of this Annex I, each Interest Accrual Period shall commence on an Interest Payment Date and end on but shall exclude the next succeeding Interest Payment Date, provided, however, if the duration of the Interest Accrual Period is one year or longer, then the Interest Accrual Period shall commence on an Interest Payment Date and end on but shall exclude the final Interest Payment Date for such Interest Accrual Period. By way of example, if an Interest Accrual Period ordinarily would end on a Tuesday, but the following Wednesday is not a Business Day, the Interest Accrual Period will end on that Wednesday and the new Interest Accrual Period will begin on Thursday.

"Interest Rate Adjustment Date" means the date on which the interest rate on a class of Auction Rate Notes is effective, which for each class of Auction Rate Notes shall be the date of commencement of each Auction Period for such class.

"Interest Rate Determination Date" means for each class of Auction Rate Notes, the Auction Date for such class, or, if no Auction Date is applicable to such class, the Business Day immediately preceding the date of commencement of an Auction Period.

"LIBOR Determination Date" means the Auction Date, or if no Auction Date is applicable, the Business Day immediately preceding the first day of each Interest Accrual Period.

"Market Agent" means ___________, or with respect to each class of Auction Rate Notes, any successor in such capacity hereunder.

"Market Agent Agreement" means that certain market agent agreement relating to each class of Auction Rate Notes between the Market Agent and the Trustee, including any supplement thereto or amendment thereof.

"Maximum Auction Rate" means, for any Auction, a per annum interest rate on each class of Auction Rate Notes which, when taken together with the interest rate on each class of Auction Rate Notes for the one-year period ending on the final day of the proposed Auction Period, would result in the average interest rate on each class of Auction Rate Notes for such period either (a) not being in excess (on a per annum basis) of the average of the Ninety-One Day United States Treasury Bill Rate plus __% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the class of Auction Rate Notes are "Aa3" or "AA-" or better), (b) not being in excess (on a per annum basis) of the Ninety-One Day United States Treasury Bill Rate plus __% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the class of Auction Rate Notes is less than "Aa3" or "AA-" but both are at least any category of "A"), or (c) not being in excess (on a per annum basis) of the average of Ninety-One Day United States Treasury Bill Rate plus __% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the class of Auction Rate Notes is less than the lowest category of "A"); provided, however, that if the class of Auction Rate Notes have not been Outstanding for at least such one-year period then for any portion of such period during which such class of Auction Rate Notes were not Outstanding, the interest rates on the class of Auction Rate Notes for purposes of this definition shall be deemed to be equal to such rates as the Market Agent shall determine were the rates of interest on equivalently rated auction securities with comparable lengths of auction periods during such period; provided further, however, that for any Auction with respect to any class of Auction Rate Notes rated "Aaa" and "AAA" by Moody's & S&P, respectively, the Maximum Auction Rate shall not exceed the Applicable LIBOR-Based Rate plus __%; and provided further, however, that this definition may be modified at the direction of the Issuer upon receipt by the Trustee of (i) written consent of the Market Agent and (ii) written consent from each Rating Agency then rating each class of Auction Rate Notes that such change will not in and of itself result in a reduction of the rating on any class of Auction Rate Notes. For purposes of the Auction Agent and the Auction Procedures, the ratings referred to in this definition shall be the last ratings of which the Auction Agent has been given notice pursuant to the Auction Agent Agreement. The percentage amount to be added to the Ninety-One Day United States Treasury Bill Rate in any one or more of (a), (b) or (c) above may be increased by delivery to the Auction Agent and the Trustee of a certificate signed by an Authorized Officer of the Issuer directing such increase, together with satisfaction of the Rating Agency Condition with respect to such increase.

"Maximum Interest Rate" means the lesser of (a) __% per annum or (b) the highest rate the Issuer may legally pay, from time to time, as interest on a class of Auction Rate Notes.

"Maximum Rate" on any date of determination means the interest rate per annum equal to the least of: (a) the Maximum Auction Rate, (b) the Maximum Interest Rate and (c) during the occurrence of a Net Loan Rate Restriction Period, the Net Loan Rate.

"Net Loan Rate" means, with respect to any Auction Period, (a) the rate of interest per annum (rounded to the next highest 0.01%) equal to the Adjusted Student Loan Portfolio Rate of Return for the calendar month immediately preceding such Auction Period, as determined by the Issuer on the last day of such calendar month, less (b) the Program Expense Percentage with respect to such Auction Period. "Adjusted Student Loan Portfolio Rate of Return" means, for any calendar month, the amount determined by dividing (i) the product of 12 times the sum of the following amounts accrued during such calendar month (whether or not actually received or paid): (A) interest (including Interest Subsidy Payments) and Special Allowance Payments with respect to the Financed Student Loans plus (B) any Counterparty Swap Payments minus (C) any amount required to be paid to the Department of Education or to be repaid to Guarantee Agencies with respect to the Financed Student Loans that do not qualify for Guarantee, minus (D) the aggregate amount of default claims filed during the month with respect to Financed Student Loans which (1) exceed the amount the Guarantee Agency is required to pay under the applicable Guarantee Agreement or (2) are payable only by a Guarantee Agency that is in default of its Guarantee obligations with respect to Financed Student Loans and has not provided collateral security sufficient to pay such claims, minus (E) any reduction in the interest as a result of borrower incentive programs, minus (F) any payments due to a Swap Counterparty under a Swap Agreement; by (ii) the average daily outstanding Principal Balance of the Financed Student Loans during such calendar month. For this purpose, the Special Allowance Payment shall, as applicable, be computed based upon the average of the bond equivalent rates of 91-day United States Treasury Bills auctioned, or the commercial paper rates published, during that portion of the then current calendar month which ends on the date as of which the "Adjusted Student Loan Portfolio Rate of Return" is determined.

"Net Loan Rate Restriction Period" means, with respect to any class of Auction Rate Notes, the period of time from and including a Net Loan Rate Trigger Date to but excluding a Net Loan Rate Termination Date.

"Net Loan Rate Termination Date" means, for a class of Auction Rate Notes for which the Net Loan Rate Trigger Date has occurred, the first day of an Auction Period which immediately follows three consecutive Auction Dates for such class of Auction Rate Notes where the Auction Rate established on each such Auction Date for such class was equal to or less than a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) __%.

"Net Loan Rate Trigger Date" means, for a class of Auction Rate Notes, the first day of an Auction Period which immediately follows six consecutive Auction Dates for such class of Auction Rate Notes where the Auction Rate established on each such Auction Date for such class exceeded a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) __%.

"Ninety-One Day United States Treasury Bill Rate" means the bond-equivalent yield on the 91-day United States Treasury Bills sold at the last auction thereof that immediately precedes the Auction Date, as determined by the Market Agent on the Auction Date.

"Non-Payment Rate" means for any determination date, a rate per annum equal to the lesser of (a) the sum of (i) One-Month LIBOR and (ii) ___ basis points and (b) the Maximum Interest Rate.

"One-Month LIBOR," "Three-Month LIBOR," "Six-Month LIBOR" or "One-Year LIBOR" means the offered rate, as determined by the Auction Agent or Trustee, as applicable, of the Applicable LIBOR-Based Rate for United States dollar deposits which appears on Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities News (or such other page as may replace Telerate Page 3750 for the purpose of displaying comparable rates) as of approximately 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if on any calculation date, no rate appears on Telerate Page 3750 as specified above, the Auction Agent or Trustee, as applicable, shall determine the arithmetic mean of the offered quotations of four major banks in the London interbank market, for deposits in U.S. dollars for the respective periods specified above to the banks in the London interbank market as of approximately 11:00 a.m., London time, on such calculation date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market and at such time, unless fewer than two such quotations are provided, in which case, the Applicable LIBOR-Based Rate shall be the arithmetic mean of the offered quotations that leading banks in New York City selected by the Auction Agent or Trustee, as applicable, are quoting on the relevant LIBOR Determination for loans in U.S. dollars to leading European banks in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time. All percentages resulting from such calculations shall be rounded upwards, if necessary, to the nearest one-hundredth of 1%.

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

"Payment Default" means, with respect to each class of Auction Rate Notes, (a) a default in the due and punctual payment of any installment of interest on the class, or (b) the circumstance that on any Auction Date there are insufficient moneys in the Debt Service Fund to pay, or otherwise held by the Trustee under the Indenture and available to pay, the principal of and interest due on the class of Auction Rate Notes on the Interest Payment Date immediately following such Auction Date.

"Potential Holder" means any Person (including an Existing Holder) that is (a) a Broker-Dealer when dealing with the Auction Agent and (b) a potential beneficial owner when dealing with a Broker-Dealer, who may be interested in acquiring any class of Auction Rate Notes (or, in the case of an Existing Holder thereof, an additional Principal Amount of any class of Auction Rate Notes).

"Regular Record Date" means, with respect to any class of Auction Rate Notes, (a) so long as Interest Payment Dates are specified to occur at the end of each Auction Period, the Applicable Number of Business Days immediately preceding each Interest Payment Date and (b) if and for so long as interest on such class of Auction Rate Notes is payable semiannually, one Business Day prior to each Interest Payment Date.

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

"Submission Deadline" means 1:00 p.m., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time.

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

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

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

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

"Substitute Auction Agent" means the Person with whom the Trustee enters into a Substitute Auction Agent Agreement.

"Substitute Auction Agent Agreement" means an auction agent agreement containing terms substantially similar to the terms of the Initial Auction Agent Agreement, whereby a Person having the qualifications required by Section 2.02(e) of this Annex I agrees with the Trustee and the Issuer to perform the duties of the Auction Agent under the Indenture.

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

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

ARTICLE II

TERMS AND ISSUANCE

Section 2.01 Interest Payable On Each Class of Auction Rate Notes. During the Initial Interest Accrual Period, each class of Auction Rate Notes shall bear interest at the Initial Interest Rate. Thereafter, except with respect to an Auction Period Adjustment, each class of Auction Rate Notes shall bear interest at the Applicable Interest Rate for the number of days of the applicable Interest Accrual Period, as determined pursuant to this Section 2.01 and Sections 2.02 through 2.03 of this Annex I.

The Applicable Interest Rate to be borne by each class of Auction Rate Notes for each Auction Period after the Initial Interest Accrual Period until an Auction Period Adjustment, if any, shall be determined as hereafter described. Each such Auction Period with respect to each class of Auction Rate Notes at all times (i) shall commence on and include the first Business Day following the applicable Class Auction Date, and end on (and include) the applicable Class Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) and (ii) if the Auction Periods are changed as provided herein, each period commencing on an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date (unless the duration of the Interest Accrual Period is one year or longer, then the Interest Accrual Period therefor shall commence on an Interest Payment Date and end on but exclude the final Interest Payment Date for such Interest Accrual Period); provided, however, that if an Auction is scheduled to occur for the next Interest Accrual Period on a date that was reasonably expected to be a Business Day, but such Auction does not occur because such date is later not considered to be a Business Day, the Auction shall nevertheless be deemed to have occurred, the applicable Auction Rate in effect for the next Interest Accrual Period will be the Auction Rate in effect for the preceding Interest Accrual Period and such Interest Accrual Period will generally be 28 days in duration, beginning on the Business Day following the date of the deemed Auction and ending on (and including) the applicable Class Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). If the preceding Interest Accrual Period was other than generally 28 days in duration, the Auction Rate for the deemed Auction will instead be the rate of interest determined by the Market Agent on equivalently rated auction securities with a comparable length of auction period.

Notwithstanding the foregoing:

(a)     if the ownership of a class of Auction Rate Notes is no longer maintained in Book-Entry Form then the Auction Rate on such class for any Interest Accrual Period commencing after the delivery of definitive notes representing such class pursuant to Section 2.09 of the Indenture shall equal the Maximum Rate on the Business Day immediately preceding the first day of such subsequent Interest Accrual Period; or

(b)     if a Payment Default shall have occurred with respect to a class of Auction Rate Notes, the Applicable Interest Rate on such class for the Interest Accrual Period commencing on or immediately after such Payment Default, and for each Interest Accrual Period thereafter, to and including the Interest Accrual Period, if any, during which, or commencing less than two Business Days after, such Payment Default is cured, shall equal the Non-Payment Rate on the first day of each such Interest Accrual Period.

In accordance with Section 2.02(a)(iii)(B) of this Annex I, the Auction Agent shall promptly give written notice to the Trustee and the Issuer of each Auction Rate (unless the Applicable Interest Rate is the Non-Payment Rate or the ownership of such class is no longer maintained in Book-Entry Form except as provided above) applicable to each class of Auction Rate Notes. The Trustee shall notify the Holders of a class of Auction Rate Notes of the Applicable Interest Rate with respect to each such class for each Auction Period not later than the second Business Day of such Auction Period.

In the event that the Auction Agent no longer determines, or fails to determine, when required, the Applicable Interest Rate with respect to a class of Auction Rate Notes, or if, for any reason, such manner of determination shall be held to be invalid or unenforceable, the Applicable Interest Rate for the next succeeding Interest Accrual Period shall be the Maximum Rate. The Maximum Rate with respect to each Interest Rate Determination Date shall be determined and communicated by the Auction Agent in accordance with Section 2.02(c) of this Annex I and the Auction Agent Agreement. If the Auction Agent shall fail or refuse to determine the Maximum Rate, the Maximum Rate shall be determined by a securities dealer appointed by the Issuer capable of making such a determination in accordance with the provisions hereof and written notice of such determination shall be given by such securities dealer to the Trustee.

If the Auction Rate for a class of Auction Rate Notes is greater than the Maximum Rate, then the Applicable Interest Rate with respect to such class for the related Interest Accrual Period will be the Maximum Rate. The excess of the amount of interest that would have accrued on the class of Auction Rate Notes at the Auction Rate over the amount of interest actually accrued at the Maximum Rate will accrue as the Carry-Over Amount. Each Carry-Over Amount shall bear interest for each Interest Accrual Period calculated at a rate equal to One-Month LIBOR (as determined by the Auction Agent on the related Interest Rate Determination Date, provided the Trustee has received notice of One-Month LIBOR from the Auction Agent, and, if the Trustee shall not have received such notice from the Auction Agent, then as determined by the Trustee on such date) from the Interest Payment Date for the Interest Accrual Period with respect to which such Carry-Over Amount was calculated, until paid. Any payment in respect of Carry-Over Amount shall be applied, first, to any accrued interest payable thereon and thereafter in reduction of such Carry-Over Amount. For purposes of the Indenture and the class of Auction Rate Notes, any reference to "principal" or "interest" herein and therein shall not include, within the meaning of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each class of Auction Rate Note by the Trustee during such Interest Accrual Period in sufficient time for the Trustee to give notice to each Holder of such Carry-Over Amount as required in the next succeeding sentence. On the Interest Payment Date for an Interest Accrual Period with respect to which such Carry-Over Amount has been calculated by the Trustee, the Trustee shall give written notice to each Holder of the Carry-Over Amount applicable to such Holder's class of Auction Rate Note, which written notice may accompany the payment of interest (if made by check made to each such Holder on such Interest Payment Date) or otherwise shall be mailed on such Interest Payment Date by first-class mail, postage prepaid, to each such Holder at such Holder's address as it appears on the registration books maintained by the Note Registrar. Such notice shall state, in addition to such Carry-Over Amount, that, unless and until a class of Auction Rate Note has been redeemed under the Indenture (after which all accrued Carry-Over Amount with respect to such class of Auction Rate Note, and all accrued interest thereon, that remains unpaid shall be canceled and no Carry-Over Amount, or interest accrued thereon, shall be paid with respect to such class of Auction Rate Note), (i) the Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Accrual Period if and to the extent that (A) the Eligible Carry-Over Make-Up Amount with respect to such Interest Accrual Period is greater than zero, and (B) moneys are available pursuant to the terms of the Indenture to pay such Carry-Over Amount (and interest accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a per annum rate equal to One-Month LIBOR until such Carry-Over Amount is paid in full or is canceled.

The Carry-Over Amount (and interest accrued thereon) on an Outstanding class of Auction Rate Notes shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Accrual Period with respect to such class if and to the extent that (i) the Eligible Carry-Over Make-Up Amount with respect to such Interest Accrual Period is greater than zero, and (ii) moneys in the Collection Fund and the Surplus Fund are available on the Monthly Calculation Date immediately preceding the month in which such Interest Payment Date occurs, for transfer to the Interest Account for such purpose in accordance with Section 5.03(c) of the Indenture, after taking into account all other amounts payable from the Collection Fund and the Surplus Fund in accordance with such Sections on such Monthly Calculation Date. Any Carry-Over Amount (and any interest accrued thereon) with respect to any class of Auction Rate Note which is unpaid as of the Maturity of such class of Auction Rate Note shall be paid to the Holder thereof on the date of such Maturity to the extent that moneys are available therefor in accordance with the provisions of the preceding clause (ii); provided, however, that any Carry-Over Amount (and any interest accrued thereon) which is not so paid on the date of such Maturity shall be canceled with respect to such class of Auction Rate Note on the date of such Maturity and shall not be paid on any succeeding Interest Payment Date. To the extent that any portion of the Carry-Over Amount (and any interest accrued thereon) remains unpaid after payment of a portion thereof, such unpaid portion shall be paid in whole or in part as required hereunder until fully paid by the Trustee on the next occurring Interest Payment Date(s), as necessary, for the subsequent Interest Accrual Period(s), if and to the extent that the conditions in the first sentence of this paragraph are satisfied. On any Interest Payment Date(s) on which the Trustee pays less than all of the Carry-Over Amount (and any interest accrued thereon) with respect to a class of Auction Rate Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such class of Auction Rate Note of the Carry-Over Amount remaining unpaid on such class of Auction Rate Note.

The Interest Payment Date on which any Carry-Over Amount (or any interest accrued thereon) for a class of Auction Rate Notes shall be paid shall be determined by the Trustee in accordance with the provisions of the immediately preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount (and any interest accrued thereon) in the same manner as it pays interest on each class of Auction Rate Notes on an Interest Payment Date.

           Section 2.02 Auction Rate.

           (a)     Determining the Applicable Interest Rate. By purchasing any class of Auction Rate Notes, whether in an Auction or otherwise, each purchaser of a class of Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (i) to participate in Auctions on the terms described herein; (ii) to have its beneficial ownership of a class of Auction Rate Notes maintained at all times in Book Entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership; (iii) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request; (iv) that a Sell Order placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of a class of Auction Rate Notes specified in such Sell Order; (v) that a Bid placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount, or a lesser principal amount, of a class of Auction Rate Notes specified in such Bid if the rate specified in such Bid is greater than, or in some cases equal to, the Applicable Interest Rate, determined as described herein; and (vi) that a Bid placed by a Potential Holder will constitute an irrevocable offer to purchase the amount, or a lesser principal amount, of a class of Auction Rate Notes specified in such Bid if the rate specified in such Bid is, respectively, less than or equal to the Applicable Interest Rate, determined as set forth herein.

           So long as the ownership of a class of Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of any class of Auction Rate Notes of such class only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of any class of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent in writing of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner (such procedures to be applicable separately to any class of Auction Rate Notes):

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

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

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

(a) the Principal Amount of Outstanding classes of Auction Rate Notes, if any, owned by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period;

(b) the Principal Amount of Outstanding classes of Auction Rate Notes, if any, which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder; and/or

(c) the Principal Amount of Outstanding classes of Auction Rate Notes, if any, owned by such Existing Holder which such Existing Holder offers to sell without regard to the Auction Rate for the next succeeding Auction Period; and

          (2)     one or more Broker-Dealers may contact Potential Holders to determine the Principal Amount of a class of Auction Rate Notes which each Potential Holder offers to purchase, if the Auction Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Holder.

           For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Holder and each Potential Holder placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)(a) is herein referred to as a "Hold Order"; an Order described in clauses (1)(b) and (2) is herein referred to as a "Bid"; and an Order described in clause (1)(a) is herein referred to as a "Sell Order."

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

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

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

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

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

(a) the Principal Amount of Outstanding classes of Auction Rate Notes specified in such Sell Order; or

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

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

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

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

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

           (A)     Each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and shall specify with respect to each such Order:

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

          (2)     the aggregate Principal Amount of a class of Auction Rate Notes that are the subject of such Order;

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

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

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

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

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

           (B)     If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest .001%.

           (C)     If an Order or Orders covering all Outstanding classes of Auction Rate Notes owned by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the Principal Amount of Outstanding classes of Auction Rate Notes owned by such Existing Holder and not subject to an Order submitted to the Auction Agent.

           (D)     Neither the Issuer, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder.

           (E)     If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the Principal Amount of Outstanding classes of Auction Rate Notes owned by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority:

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

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

(b) subject to subclause (a) of this clause (2), if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including an amount equal to such excess, and the stated amount of Outstanding classes of Auction Rate Notes subject to each Bid with the same rate shall be reduced pro rata to cover the stated amount of Outstanding classes of Auction Rate Notes equal to such excess;

(c) subject to subclauses (a) and (b) of this clause (2), if more than one Bid with different rates are submitted on behalf of such Existing Holder, such Bids shall be considered valid first in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such rate up to the amount of such excess; and

(d) in any such event, the amount of Outstanding classes of Auction Rate Notes, if any, subject to Bids not valid under this clause (B) shall be treated as the subject of a Bid by a Potential Holder at the rate therein specified; and

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

           (F)     If more than one Bid for a class of Auction Rate Notes is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate and Principal Amount therein specified.

           (G)     Any Bid or Sell Order submitted by an Existing Holder covering an aggregate Principal Amount of a class of Auction Rate Notes not equal to an Authorized Denomination shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate Principal Amount of a class of Auction Rate Notes not equal to an Authorized Denomination shall be rejected.

           (H)     Any Bid submitted by an Existing Holder or a Potential Holder specifying a rate lower than the All Hold Rate shall be treated as a Bid specifying the All Hold Rate, and any such Bid shall be considered as valid and shall be selected in the ascending order of the respective rates in the Submitted Bids.

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

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

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

           (A)     Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being herein referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order," and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determine:

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

          (2)     from the Submitted Orders whether:

(a) the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Interest Rate exceeds or is equal to the sum of:

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

(c) the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to Submitted Sell Orders;

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

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

(x) each such Submitted Bid from Existing Holders specifying such lowest rate and (z) all other Submitted Bids from Existing Holders specifying lower rates were rejected (thus entitling such Existing Holders to continue to own the Principal Amount of a class of Auction Rate Notes subject to such Submitted Bids); and

(y) each such Submitted Bid from Potential Holders specifying such lowest rate and (z) all other Submitted Bids from Potential Holders specifying lower rates were accepted;

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

           (B)     Promptly after the Auction Agent has made the determinations pursuant to Section 2.02(a)(iii)(A) hereof, the Auction Agent shall advise the Trustee, the Broker-Dealers and the Issuer of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR and the Applicable LIBOR-Based Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Interest Accrual Period as follows:

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

          (2)      if Sufficient Bids do not exist (other than because all of the Outstanding classes of Auction Rate Notes are subject to Submitted Hold Orders), that the Auction Rate for the next succeeding Interest Accrual Period shall be equal to the Maximum Rate; or

          (3)      if all Outstanding classes of Auction Rate Notes are subject to Submitted Hold Orders, that the Auction Rate for the next succeeding Interest Accrual Period shall be equal to the All Hold Rate.

           (C)     Promptly after the Auction Agent has determined the Auction Rate, the Auction Agent will determine and advise the Trustee of the Applicable Interest Rate, which shall not exceed the Maximum Rate.

If for any Interest Accrual Period the Auction Rate exceeds the Maximum Rate, the Applicable Interest Rate for such Interest Accrual Period shall equal the Maximum Rate. If the Maximum Auction Rate is less than the Auction Rate, the Applicable Interest Rate will be the Maximum Auction Rate. If the Auction Agent has not received Sufficient Bids (other than because all of the Outstanding classes of Auction Rate Notes are subject to Submitted Hold Orders), the Applicable Interest Rate will be the Maximum Rate. In any of the cases described above, Submitted Orders will be accepted or rejected and the Auction Agent will take such other action as described below in subparagraph (B) of Section 2.02(a)(iv) hereof.

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

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

          (1)      Existing Holders' Submitted Bids specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bids;

          (2)      Existing Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to own the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bids;

          (3)      Potential Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus requiring such Potential Owner to purchase the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bid;

          (4)      Each Existing Holders' Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be rejected, thus entitling such Existing Holder to continue to own the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bid, unless the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to all such Submitted Bids shall be greater than the Principal Amount of any class of Auction Rate Notes (the "Remaining Principal Amount") equal to the excess of the Available classes of Auction Rate Notes over the aggregate Principal Amount of any class of Auction Rate Notes subject to Submitted Bids described in clauses (2) and (3) of this Section 2.02(a)(iv)(A), in which event such Submitted Bid of such Existing Holder shall be rejected in part, and such Existing Holder shall be entitled to continue to own the Principal Amount of any class of Auction Rate Notes subject to such Submitted Bid, but only in an amount equal to the aggregate Principal Amount of any class of Auction Rate Notes obtained by multiplying the Remaining Principal Amount by a fraction, the numerator of which shall be the Principal Amount of Outstanding classes of Auction Rate Notes owned by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding classes of Auction Rate Notes subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and

          (5)      Each Potential Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be accepted, but only in an amount equal to the Principal Amount of any class of Auction Rate Notes obtained by multiplying the excess of the aggregate Principal Amount of Available classes of Auction Rate Notes over the aggregate Principal Amount of any class of Auction Rate Notes subject to Submitted Bids described in clauses (2), (3) and (4) of this Section 2.02(a)(iv)(A) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding classes of Auction Rate Notes subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate.

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

          (1)      Existing Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be rejected, thus entitling such Existing Holders to continue to own the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bids;

          (2)      Potential Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be accepted, thus requiring each Potential Holder to purchase the aggregate Principal Amount of any class of Auction Rate Notes subject to such Submitted Bids; and

          (3)      Each Existing Holder's Submitted Bid specifying any rate that is higher than the Maximum Rate and each Existing Holder's Submitted Sell Order shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell any class of Auction Rate Notes subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the aggregate Principal Amount of any class of Auction Rate Notes obtained by multiplying the aggregate Principal Amount of any class of Auction Rate Notes subject to Submitted Bids described in clause (2) of this Section 2.02(iv)(B) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding classes of Auction Rate Notes owned by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate Principal Amount of Outstanding classes of Auction Rate Notes subject to all such Submitted Bids and Submitted Sell Orders.

           (C)     If all Outstanding classes of Auction Rate Notes are subject to Submitted Hold Orders, all Submitted Bids shall be rejected.

           (D)     If, as a result of the procedures described in paragraph (A) or (B) of this Section 2.02(iv), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a Principal Amount of any class of Auction Rate Notes that is not equal to an Authorized Denomination, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the Principal Amount of any class of Auction Rate Notes to be purchased or sold by any Existing Holder or Potential Holder so that the Principal Amount of any class of Auction Rate Notes purchased or sold by each Existing Holder or Potential Holder shall be equal to an Authorized Denomination.

           (E)     If, as a result of the procedures described in paragraph (A) of this Section 2.02(iv), any Potential Holder would be entitled or required to purchase less than an Authorized Denomination of any class of Auction Rate Notes, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate any class of Auction Rate Notes for purchase among Potential Holders so that only classes of Auction Rate Notes in Authorized Denominations are purchased by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any class of Auction Rate Notes.

           (v)     Based on the result of each Auction, the Auction Agent shall determine the aggregate Principal Amount of any class of Auction Rate Notes to be purchased and the aggregate Principal Amount of any class of Auction Rate Notes to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregate Principal Amount of any class of Auction Rate Notes to be sold differs from such aggregate Principal Amount of any class of Auction Rate Notes to be purchased, determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, any class of Auction Rate Notes.

           (vi)     Any calculation by the Auction Agent, the Issuer or the Trustee, as applicable, of the Applicable Interest Rate, the Applicable LIBOR-Based Rate, the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Non-Payment Rate shall, in the absence of manifest error, be binding on all other parties.

           (vii)     Notwithstanding anything in the Indenture to the contrary notwithstanding, no Auction will be held on any Auction Date hereunder during the continuance of a Payment Default (or on the next Business Day after a Payment Default is cured) or if any class of Auction Rate Notes are no longer in Book-Entry-Form.

The Issuer shall not, and shall not cause (or, to the extent within its control, permit) any affiliate to, submit any Order (other than a Sell Order) in any Auction.

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

           (i)     The Trustee shall determine, not later than 2:00 p.m., New York City time, on the Business Day next preceding each Interest Payment Date, whether a Payment Default has occurred. If a Payment Default has occurred, the Trustee shall, not later than 2:15 p.m., New York City time, on such Business Day, send a notice thereof in substantially the form of Exhibit C attached hereto to the Auction Agent by telecopy or similar means and, if such Payment Default is cured, the Trustee shall immediately send a notice in substantially the form of Exhibit D attached hereto to the Auction Agent by telecopy or similar means.

           (ii)     Not later than 12:00 noon, New York City time, on each Interest Payment Date, the Issuer shall pay or cause to be paid to the Auction Agent, in immediately available funds out of amounts available therefor in the Administration Fund, an amount equal to the Auction Agent Fee and the Broker-Dealer Fee as calculated in accordance with the Auction Agent Agreement. The Issuer shall, from time to time at the request of the Auction Agent, reimburse the Auction Agent for its reasonable expenses as provided in the Auction Agent Agreement, such expenses to be paid out of amounts available therefor in the Administration Fund

           (c)     Calculation of Various Rates. The Auction Agent shall calculate the Maximum Auction Rate, the All Hold Rate and the Applicable LIBOR-Based Rate on each Auction Date and shall notify the Issuer, Trustee and the Broker-Dealers of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Applicable LIBOR-Based Rate, all as provided in the Auction Agent Agreement. If the ownership of any class of Auction Rate Notes is no longer maintained in Book-Entry Form by the Securities Depository, the Trustee shall calculate the Maximum Rate on the Business Day immediately preceding the first day of each Interest Accrual Period after the delivery of definitive a class of Auction Rate Notes pursuant to Section 2.09 of the Indenture. If a Payment Default shall have occurred, the Trustee shall calculate the Non-Payment Rate on the Interest Rate Determination Date for (i) each Interest Accrual Period commencing after the occurrence and during the continuance of such Payment Default and (ii) any Interest Accrual Period commencing less than two Business Days after the cure of any Payment Default. The Auction Agent shall determine the Applicable LIBOR-Based Rate for each Interest Accrual Period other than the Initial Interest Accrual Period; provided that if the ownership of any class of Auction Rate Notes is no longer maintained in Book-Entry Form, or if a Payment Default has occurred, then the Trustee shall determine the Applicable LIBOR-Based Rate for each such Interest Accrual Period.

For any Interest Accrual Period for which any Carry-Over Amount exists, the Auction Agent shall calculate One-Month LIBOR.

The Issuer shall determine on each Auction Date whether the Net Loan Rate Restriction Period is applicable for the next Auction Period and, if it is, the Issuer shall notify the Trustee, the Auction Agent and the Broker-Dealers of such event. If the Net Loan Rate Restriction Period is applicable for an Auction Period, the Issuer shall calculate the Net Loan Rate, the Adjusted Student Loan Portfolio Rate of Return and the Program Expense Percentage and shall notify the Trustee, the Auction Agent and the Broker-Dealers of such calculations.

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

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

           (ii)     As soon as practicable prior to each Interest Payment Date with respect to any class of Auction Rate Notes, the Trustee shall:

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

           (B)     advise the Securities Depository, so long as the ownership of any class of Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, upon request, of the aggregate amount of interest, and the aggregate amount (if any) of Carry-Over Amount and interest thereon, distributable on the next succeeding Interest Payment Date to the beneficial owners thereof; and

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

           (e)     Auction Agent.

           (i)     ___ is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with ___, as the Initial Auction Agent. Any Substitute Auction Agent shall be (i) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by the Indenture, including this Annex I, by giving at least 90 days' notice to the Trustee, each Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Holders of 66-2/3% of the aggregate Principal Amount of each class of Auction Rate Notes then Outstanding, and if by such Holders, by an instrument signed by such Holders or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a Substitute Auction Agent shall not have been appointed within 60 days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a Substitute Auction Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

           (ii)     If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Trustee at the direction of an Authorized Officer of the Issuer, shall use its best efforts to appoint a Substitute Auction Agent.

           (iii)     The Auction Agent is acting as agent for the Issuer in connection with Auctions. In the absence of bad faith, negligent failure to act or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or any error of judgment made by it in the performance of its duties under the Auction Agent Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

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

Section 2.03 Broker-Dealers.

           (a)     The Auction Agent will enter into a Broker-Dealer Agreement with ___, as the initial Broker-Dealer. An Authorized Officer of the Issuer may, from time to time, approve one or more additional persons to serve as Broker-Dealers under Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Trustee and the Auction Agent.

           (p)     Any Broker-Dealer may be removed at any time, at the request of an Authorized Officer of the Issuer, but there shall, at all times, be at least one Broker-Dealer appointed and acting as such with respect to any class of Auction Rate Notes.

Section 2.04 Changes in Auction Period or Periods.

           (q)     While any class of Auction Rate Notes are Outstanding, the Issuer may, from time to time, convert the length of one or more Auction Periods and designate an Auction Period of a different length than set forth in the definition of Interest Accrual Period (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period and the Applicable Interest Rate borne by any class of Auction Rate Notes. The Issuer shall not initiate an Auction Period Adjustment unless it shall have received, not less than 10 days nor more than 20 days prior to the Auction Period Adjustment, the written consent of the applicable Market Agent, which consent shall not be unreasonably withheld. The Issuer shall initiate the Auction Period Adjustment by giving written notice by Issuer Order to the Trustee, the Auction Agent, the applicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the information contained in, Exhibit I to the Indenture at least ten days prior to the Auction Date for such Auction Period.

           (r)     An Auction Period Adjustment shall take effect only (A) if the Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day before the Auction Date for the first such Auction Period, an Issuer Certificate in substantially the form attached as, or containing substantially the same information contained in, Exhibit J to the Indenture, authorizing the Auction Period Adjustment specified in such certificate along with written confirmation that the Rating Agency Condition has been satisfied with respect to such Auction Period Adjustment, and (B) Sufficient Bids exist as of the Auction on the Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Applicable Interest Rate for the next Auction Period shall be determined pursuant to the provisions of subsections (a) through (d) of this Section and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) above is met but the condition referred to in (B) above is not met, the Applicable Interest Rate for the next Auction Period shall be the Maximum Rate, and in either case the Auction Period shall be the Auction Period determined without reference to the proposed change.

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

Section 2.05 Changes in the Auction Date. The applicable Market Agent, with the written consent of an Authorized Officer of the Issuer, may specify an earlier Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" in Article I of this Annex I with respect to one or more specified Auction Periods for any class of Auction Rate Notes, designate a Class Auction Date different than as set forth in the definition of Interest Accrual Period in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the Applicable Interest Rate borne by any class of Auction Rate Notes. The applicable Market Agent shall deliver a written request for consent to such change in the Auction Date to the Issuer not less than three days nor more than twenty days prior to the effective date of such change. The applicable Market Agent shall provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least three days prior to the proposed changed Auction Date to the Trustee, the Auction Agent, the Issuer and the Securities Depository. Such notice shall be substantially in the form of, or contain substantially the information contained in, Exhibit K to the Indenture.

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

Section 2.06 Additional Provisions Regarding the Applicable Interest Rate. The determination of each Applicable Interest Rate by the Auction Agent or any other Person pursuant to the provisions of this Annex I shall be conclusive and binding on the Holders of any class of Auction Rate Notes, and the Issuer and the Trustee may rely thereon for all purposes.

In no event shall the cumulative amount of interest paid or payable on any class of Auction Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on any class of Auction Rate Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to any class of Auction Rate Notes of such series or related documents) calculated from the Closing Date of such series through any subsequent day during the term of such series or otherwise prior to payment in full of any class of Auction Rate Notes that exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under any class of Auction Rate Notes, or related documents or otherwise contracted for, charged, reserved, taken or received in connection with any class of Auction Rate Notes, or if the redemption or acceleration of the maturity of any class of Auction Rate Notes results in payment to or receipt by the Holder or any former Holder of any class of Auction Rate Notes of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of any class of Auction Rate Notes or related documents to the contrary, all excess amounts theretofore paid or received with respect to any class of Auction Rate Notes shall be credited on the Principal Amount of the classes of Auction Rate Notes (or, if the classes of Auction Rate Notes have been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of the classes of Auction Rate Notes of such series and related documents shall automatically and immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the classes of Auction Rate Notes and under the related documents.

Section 2.07 Qualifications of Market Agent. Each Market Agent shall be a member of the National Association of Securities Dealers, Inc., have a capitalization of at least $50,000,000 and be authorized by law to perform all the duties imposed upon it by the Indenture, including this Annex I. Any Market Agent may resign and be discharged of the duties and obligations created by the Indenture, including this Annex I, by giving at least 90 days' notice to the Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Issuer and the acceptance of such appointment by such successor market agent. Any Market Agent may be replaced at the direction of the Issuer, by an instrument signed by an Authorized Officer of the Issuer filed with such Market Agent and the Trustee at least thirty days before the effective date of such replacement, provided that such replacement shall not be effective until the appointment of a successor market agent by the Issuer and the acceptance of such appointment by such successor market agent.

In the event that any Market Agent shall be removed or be dissolved, or if the property or affairs of any Market Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and there is no Market Agent for any class of Auction Rate Notes, and the Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section 2.04, shall be deemed to be the Market Agent for the classes of Auction Rate Notes for all purposes of the Indenture, including this Annex I, until the appointment by the Issuer of the successor Market Agent. Nothing in this Section 2.04 shall be construed as conferring on the Trustee additional duties other than as set forth herein.

ANNEX II

CERTAIN TERMS AND PROVISIONS OF
RESET RATE NOTES

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Class A-4 Rate" shall mean, during the initial Reset Period, for any Interest Accrual Period, until and including the Initial Reset Date for the Class A-4 Notes, Three-Month LIBOR as determined on the related LIBOR Determination Date, plus 0.01% based on an Actual/360 accrual method. The Class A-4 Rate shall be changed on each related Reset Date to the interest rate (which shall not exceed the Failed Remarketing Rate) and Day Count Basis that will be set forth in the notice required to be delivered by the Issuer Administrator and/or the Remarketing Agents on each related Remarketing Terms Determination Date and Spread Determination Date, as applicable, pursuant to the procedures set forth in the Reset Rate Note Procedures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Foreign Exchange Mode" shall mean that the Reset Rate Notes are then denominated in a currency other than U.S. Dollars during the related Reset Period.

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

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

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

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

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

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

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

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

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

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

"Initial Reset Date" shall mean, for the Reset Rate Notes, ___, 20__.

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

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

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

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

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

"Notice Date" shall mean, for the Reset Rate Notes, 12:00 noon, New York City time, on the tenth day prior to the Reset Date for the Reset Rate Notes.

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

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

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

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

"Remarketing Agents" shall mean, initially, ___, ___ and ___. The Issuer Administrator, in its sole discretion, may change any Remarketing Agent for the Reset Rate Notes for any Reset Period at any time on or before a related Remarketing Terms Determination Date.

"Remarketing Agreement" shall mean the Remarketing Agreement, dated as of ___, 20__, among the Issuer, the Issuer Administrator and the Remarketing Agents, as amended and supplemented pursuant to the terms thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

RESET RATE NOTE PROCEDURES

Section 2.01. Interest Rates; Principal Payments.

(a)     Each Reset Rate Notes will bear interest from the Closing Date through and including the related Initial Reset Date, payable on each Quarterly Distribution Date, at the applicable rate set forth in [___]. The applicable interest rate for each subsequent Reset Period will be set forth on Schedule A to the applicable Reset Rate Note and determined as set forth below. Interest on the Reset Rate Notes shall be paid on each Quarterly Distribution Date (or Interest Payment Date if the Reset Rate Notes are in an auction rate mode) at the priority level set forth in Section 5.03(c) of the Indenture; provided that if interest due to the Reset Rate Notes is payable through a Swap Agreement, the related payments due to a Swap Counterparty under a Swap Agreement will be payable by the Issuer to the related Swap Counterparty, and the Counterparty Swap Payment payable by the Swap Counterparty to the Issuer (for payment to the Noteholders of the Reset Rate Notes), as described in Section 2.09 of this Annex II.

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

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

(d)     Each Reset Rate Notes shall be entitled either (i) to receive payments of principal in reduction of its Outstanding Amount on each applicable Distribution Date at the priority level set forth in Section 5.03 of the Indenture or (ii) if the Reset Rate Notes are then structured not to receive a payment of principal until the end of the related Reset Period to receive allocations of principal at the priority level set forth in Section 5.03 of the Indenture on each Distribution Date; provided, however, that such amounts referred to in this clause (d) shall not be paid in reduction of the Outstanding Amount the Reset Rate Notes, and instead all such amounts shall be deposited into the applicable Accumulation Account for payment to the Noteholders of such Class or the related Currency Swap Counterparty, as applicable, on or about the next related Reset Date as set forth in Section 2.10(a) of this Annex II.

Section 2.02. End of Reset Period Notice.

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

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

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

Section 2.03. Remarketing Terms Determination Date.

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

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

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

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

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

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

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

(v)     the currency denomination;

(vi)     the applicable minimum denominations and additional increments for the Reset Rate Notes;

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

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

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

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

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

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

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

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

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

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

(xvii)     the applicable Day Count Basis;

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

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

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

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

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

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

Section 2.04. All Hold Rate.

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

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

Section 2.05. Failed Remarketing.

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

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

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

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

Section 2.06. Call Option.

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

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

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

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

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

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

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

Section 2.08. Spread Determination Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.10. Payment of Principal on the Reset Rate Notes.

(a)     If, on any Quarterly Distribution Date, a principal payment would be payable to the Reset Rate Notes when such class is structured to receive a payment of principal only at the end of the related Reset Period, those principal payments will be allocated to such and deposited into the applicable Accumulation Account of the Accumulation Fund where it will remain until the next Reset Date for such class as provided in Section 5.08 of the Indenture (except that if the Reset Rate Notes are in a Foreign Exchange Mode, principal will be paid according to the provisions of Sections 2.09(a)(i) and (a)(ii) of this Annex II), unless an Event of Default under the Indenture has occurred (in which case the Trustee will distribute all sums on deposit therein to the Noteholders of the Reset Rate Notes in accordance with the provisions of Section 6.06 of the Indenture). The Trustee shall establish an Accumulation Account and a Supplemental Interest Account for the Notes during their initial Reset Period.

(b)     On each Reset Date for the Reset Rate Notes when the Reset Rate Notes are structured to receive a payment of principal only at the end of the related Reset Period, all sums, if any, then on deposit in the applicable Accumulation Account of the Accumulation Fund, including any allocation of principal made on the same date will be distributed by the Trustee, at the direction of the Issuer Administrator, as set forth in Section 5.08 of the Indenture, to the Noteholders of such class, as of the related Record Date, or the related Currency Swap Counterparty or Counterparties (as applicable), in reduction of principal of the Reset Rate Notes; provided, that, in the event on any Quarterly Distribution Date the amount on deposit in the related Accumulation Account of the Accumulation Fund would equal the Outstanding Amount of the Reset Rate Notes, no additional amounts will be deposited into the related Accumulation Account of the Accumulation Fund and all amounts therein will be distributed by the Trustee, at the direction of the Issuer Administrator, as set forth in Section 4.08 of the Indenture, on the next related Reset Date to the related Noteholders (or to the related Currency Swap Counterparty or Counterparties), and on such Reset Date the Reset Rate Notes will no longer be Outstanding.

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

Section 2.11. Remarketing Agents; Remarketing Fee Account.

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

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

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

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

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

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

(g)     In accordance with Section 4.03(d) of the Indenture, on the Closing Date, the Issuer shall establish the Remarketing Fee Account, which will be held by the Trustee for the benefit of the Remarketing Agents and, in certain circumstances, the Noteholders of the Senior Notes. The fees associated with each successful remarketing will be payable directly to the Remarketing Agents from amounts on deposit from time to time in the Remarketing Fee Account. On each Quarterly Distribution Date, Funds will be deposited into the Remarketing Fee Account, in the priority set forth in Section 5.03(c) of the Indenture, in an amount up to the Quarterly Funding Amount; provided that if the amount on deposit in the Remarketing Fee Account, after the payment of any remarketing fees therefrom, exceeds the Reset Period Target Amount, such excess will be withdrawn on the related Quarterly Distribution Date, deposited into the Collection Fund for that Quarterly Distribution Date. All investment earnings on deposit in the Remarketing Fee Account will be withdrawn on the next Quarterly Distribution Date, deposited into the Collection Fund for that Quarterly Distribution Date. In the event that the fees owed to any Remarketing Agent on a Reset Date exceed the amount then on deposit (after giving effect to distributions made on such Reset Date) in the Remarketing Fee Account, such shortfall shall be paid from the Collection Fund on future Quarterly Distribution Dates in the priority set forth in Section 5.03(c) of the Indenture. The Issuer shall also be responsible for certain remarketing costs and expenses to the extent set forth in Section 3 of the Remarketing Agreement, which shall be paid on each Quarterly Distribution Date from the Collection Fund at the priority set forth in Section 5.03(c) of the Indenture.

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

Section 2.13. Optional Redemption.

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

Section 2.14. Notices to Clearing Agency.

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

EXHIBIT A

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 ___, 200_, as amended (the "Indenture"), between College Loan Corporation Trust 200_-_ (the "Issuer") and ___, 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):

1. 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);

2. with respect to each Acquired Eligible Loan, the Certificate of Insurance relating thereto;

3. with respect to each Acquired Eligible Loan, a certified copy of the Guarantee Agreement relating thereto;

4. 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. § 1087-2(d)(3) or 20 U.S.C. § 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);

5. 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

6. 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 200_-_

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 ___, a New York corporation, 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 ___ or in such other name as is requested by an authorized representative of ___ (and any payment is made to ___ or to such other entity as is requested by an authorized representative of ___), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, ___, 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 200_-_
STUDENT LOAN ASSET-BACKED NOTES
SERIES 200_-_
CLASS A-1

REGISTERED NO. A-1 REGISTERED $ ___

Date of Issuance
___, 200_ Final Maturity Date
___, 20__ CUSIP No.
___ ISIN No.
___

PRINCIPAL SUM: ___
REGISTERED OWNER: ___

College Loan Corporation Trust 200_-_, 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 ___, 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 ___, 200_, among the Issuer, ___ as indenture trustee (the "Trustee") and ___ 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 200_-_

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


By ____________________
      Authorized Signatory

Date: ___, 200_

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___, not in its individual capacity but solely as Trustee,

By _______________________
      Authorized Signatory

Date: ___, 200_

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 200_-_, Class A-1 (the "Class A-1 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 200_-_, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 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 ___, ___, ___ and ___ or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing ___, 200_.

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 __% 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 __%. 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 ___), 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 transfers 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 ___, a New York corporation, 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 ___ or in such other name as is requested by an authorized representative of ___ (and any payment is made to ___ or to such other entity as is requested by an authorized representative of ___), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, ___, 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 200_-_
STUDENT LOAN ASSET-BACKED NOTES
SERIES 200_-_
CLASS A-2

REGISTERED NO. A-2 REGISTERED $ ___

Date of Issuance
___, 200_ Final Maturity Date
___, 20__ CUSIP No.
___ ISIN No.
___

PRINCIPAL SUM: ___

REGISTERED OWNER: ___

College Loan Corporation Trust 200_-_, 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 ___, 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 ___, 200_, among the Issuer, ___ as indenture trustee (the "Trustee") and ___ 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 200_-_

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


By ____________________
      Authorized Signatory

Date: ___, 200_

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___, not in its individual capacity but solely as Trustee,

By                                                                  
Authorized Signatory

Date: ___, 200_

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 200_-_, Class A-2 (the "Class A-2 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 200_-_, Class A-1 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 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 ___, ___, ___, and ___or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing ___, 200_.

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 __% 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 __%. 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 ___), 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 transfers 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 ___, a New York corporation, 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 ___ or in such other name as is requested by an authorized representative of ___ (and any payment is made to ___ or to such other entity as is requested by an authorized representative of ___), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, ___, 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 200_-_
STUDENT LOAN ASSET-BACKED NOTES
SERIES 200_-_
CLASS A-3

REGISTERED NO. A-3 REGISTERED $ ____

Date of Issuance
___, 200_ Final Maturity Date
___, 20__ CUSIP No.
___ ISIN No.
___

PRINCIPAL SUM: ___
REGISTERED OWNER:___

College Loan Corporation Trust 200_-_, 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 ___, 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 ___, 200_, among the Issuer, ___ as indenture trustee (the "Trustee") and ___ 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
200_-_


By ___, not in its individual capacity but
solely as Delaware Trustee under the Trust
Agreement,


By ___________________________
Authorized Signatory

Date: ___, 200_

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___, not in its individual capacity but solely as
Trustee,


By ___________________________
Authorized Signatory

Date: ___, 200_

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 200_-_, Class A-3 (the "Class A-3 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 200_-_, Class A-1 Notes, Class A-2 Notes, Class A-4 Notes, Class A-5 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 ___, ___, ___, and ___or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing ___, 20__.

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 __% 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 ___%. 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 ___), 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 transfers 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 ___, a New York corporation ("___"), 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 ___ or in such other name as is requested by an authorized representative of ___ (and any payment is made to ___ or to such other entity as is requested by an authorized representative of ___), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, ___, 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 200_-_
STUDENT LOAN ASSET-BACKED NOTES
SERIES 200_-_
CLASS A-4

REGISTERED NO. A-4 REGISTERED $ ____

Date of Issuance
___, 200_ Final Maturity Date
___, 20__ CUSIP No.
___ ISIN No.
___

PRINCIPAL SUM: ___
REGISTERED OWNER:___

College Loan Corporation Trust 200_-_, 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 ___, 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 ___, 200_, among the Issuer, ___ as indenture trustee (the "Trustee") and ___ 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
200_-_


By ___, not in its individual capacity but
solely as Delaware Trustee under the Trust
Agreement,


By ___________________________
Authorized Signatory

Date: ___, 200_

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___, not in its individual capacity but solely as
Trustee,


By ___________________________
Authorized Signatory

Date: ___, 200_

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 200_-_, Class A-4 (the "Class A-4 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 200_-_, 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 ___, ___, ___, and ___or, if any such date is not a Business Day, the immediately succeeding Business Day, commencing ___, 20__.

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 __% 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 __%. 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 ___), 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 transfers 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 THE RESET RATE NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) AND (7) UNDER THE SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE NOTE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE NOTE REGISTRAR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT.

[IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

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

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

COLLEGE LOAN CORPORATION TRUST I
STUDENT LOAN ASSET-BACKED NOTES
A-5 SENIOR RATE NOTES
RESET RATE NOTES

REGISTERED NO. R-__ REGISTERED $_____________

Date of Original
Issuance

___, 200_ Stated Maturity
Date

___, 20__ Rule 144A/Reg S
CUSIP No. Rule 144A/Reg
SISIN No. Interest
Rate

PRINCIPAL AMOUNT: _______________________________________ AND 00/100
[DOLLARS]

REGISTERED HOLDER: ____________________.

For Value Received, College Loan Corporation Trust I, a Delaware statutory trust (the "Issuer," which term includes any successor under the Indenture hereinafter referred to), acknowledges itself indebted and hereby promises to pay to the registered holder specified above, or registered assigns (the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above (subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender of this Note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for the Reset Rate Notes (as hereinafter defined), or a duly appointed successor Paying Agent, and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date and at Maturity, at the Applicable Interest Rate (as hereinafter described), and at the same rate per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. Payment of interest on this Note on each regularly scheduled Interest Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person who is the Registered Holder hereof as of 5:00 p.m. on the applicable Regular Record Date at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar, or, if the Registered Holder of this Note is the Registered Holder of Reset Rate Notes in the aggregate principal amount of $___ or more (or, if less than $___ in Principal Amount of Reset Rate Notes are outstanding, the Holder of all outstanding Reset Rate Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Registered Holder. In addition, interest on this Note is payable at the Maturity hereof in the same manner as the principal hereof, unless the date of such Maturity is a regularly scheduled Interest Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for (herein referred to as "Defaulted Interest") shall cease to be payable to the person who is the Registered Holder hereof at the close of business on the Regular Record Date and shall be payable to the person who is the Registered Holder hereof at the close of business on a Special Record Date for the payment of any such Defaulted Interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and notice of the Special Record Date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date of the special record date and the date fixed for the payment of such Defaulted Interest.

This Note is one of an authorized class of Reset Rate Notes (collectively referred to herein as the "Reset Rate Notes") issued by the Issuer pursuant to a Indenture of Trust, dated as of ___, 20__ (as may be supplemented and amended, the "Indenture"), from the Issuer and ___, as eligible lender trustee, to ___, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

Reference is hereby made to the Indenture, copies of which are on file in the Principal Office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of and premium, if any, and interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Issuer thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or Subordinate Obligations; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Issuer and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note will thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the Indenture. The Reset Rate Notes are being issued as, and will constitute, Senior Notes under the Indenture.

The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts pledged under the Indenture including, but not limited to, payments of principal and interest made by obligors of Financed Student Loans and available Note proceeds.

The Issuer shall pay interest on this note at the rate set forth in Schedule A attached hereto, on each Quarterly Distribution Date until the principal of this note is paid or made available for payment as set forth in Schedule A attached hereto, on the principal amount of this note outstanding on the preceding Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date, if any). Interest on this note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Original Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period") as set forth in Schedule A attached hereto.

The principal of and interest on this note are payable in the currency set forth in Schedule A attached hereto. If the specified date for any payment of principal or interest accrued to such specified date shall be a day other than a Business Day then such payment may be made on the next succeeding Business Day, with the same force and effect as if made on the specified date for such payment without additional interest. Interest on the Class A-5 Senior Notes during the initial Reset Period and during any subsequent Reset Period when the Class A-5 Senior Notes bear a fixed rate of interest and are denominated in a currency other than U.S. Dollars will be calculated in accordance with the Actual/Actual (ISMA) Accrual Method, or another Day Count Basis as may be established on the related Remarketing Terms Determination Date. Interest on the class A-5 Senior Notes during any Reset Period when such notes bear a fixed rate of interest and are denominated in U.S. Dollars will be computed on the basis of a 360 day year consisting of twelve 30 day months.

Principal of the Class A-5 Senior Notes shall be allocable on each Quarterly Distribution Date and payable as set forth in Schedule A attached hereto to the extent moneys have been allocated therefor pursuant to the Indenture. "Distribution Date" means the twenty-fifth (25th) day of each January, April, July and October, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ___, 20__.

If during any Reset Period (including the initial Reset Period) the Class A-5 Senior Notes are structured to receive principal distributions only on the next related Reset Date, the registered owners of the Class A-5 Senior Notes will not be paid principal on any related Quarterly Distribution Date when principal is allocated to the Class A-5 Senior Notes. All such allocated principal will be deposited into the related Accumulation Account for payment on the Class A-5 Senior Notes, generally, on the next related Reset Date in accordance with the procedures set forth in Appendix A to the Indenture. All principal payments on the Class A-5 Senior Notes shall be made pro rata to the registered owners thereof.

Interest on the Class A-5 Senior Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-5 Senior Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-5 Senior Rate. The Class A-5 Senior Rate will be reset on the Initial Reset Date set forth in Schedule A attached hereto and on each Reset Date thereafter in accordance with the provisions of Appendix A to the Indenture. The Initial Reset Date for the Class A-5 Senior Notes is the Quarterly Distribution Date on ___, 20__. [The "Class A-5 Senior Rate" for each Interest Accrual Period during the initial Reset Period shall be equal to __% per annum, calculated on the basis of a 360 day year consisting of twelve 30-day month.][The "Class A-5 Senior Rate" for each Interest Accrual Period during the initial Reset Period shall be equal to an annual rate of Three-Month LIBOR plus 0.__%, calculated on the basis of the actual number of days elapsed and a 360 day year.]

Interest on the Class A-5 Senior Notes after the initial Reset Period may be reset to bear either a fixed, auction or floating rate of interest at the option of the Remarketing Agents, in consultation with the Issuer Administrator. The interest rate, or the mechanism for calculating the interest rate, on the Class A-5 Senior Notes will be reset as of each Reset Date as determined by (i) the Remarketing Agents, in consultation with the Issuer Administrator, with respect to (A) the length of the Reset Period, (B) whether the rate is fixed, auction or floating and (I) if floating, the applicable Index, (II) if auction, the initial auction rate, or (III) if fixed, the applicable pricing benchmark (C) the applicable Day Count Basis, (D) the applicable currency denomination, i.e., U.S. Dollars, Euros, Pounds Sterling or another non-U.S. Dollar currency, (E) if in Foreign Exchange Mode, the applicable distribution dates on which interest will be paid to the Noteholders of the Reset Rate Notes, if other than quarterly, (F) the applicable Interest Rate Determination Dates within each Interest Accrual Period, (G) the interval between Interest Rate Change Dates during each Interest Accrual Period, (H) whether the Class A-5 Senior Notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related Reset Period and (I) if applicable, the related All Hold Rate; and (ii) the Remarketing Agents, in their sole determination, with respect to the setting of the applicable (A) fixed rate of interest, (B) auction rate of interest or (C) Spread to the chosen Index, as applicable.

On each Reset Date for the Class A-4 Senior Notes, the Trustee, in its capacity as DTC Custodian, will attach (or will send to the Registered Holder of this note if not then held in book-entry form) a revised Schedule A attached hereto setting forth the reset terms of this note and copies of the related Remarketing Terms Notice and Spread Determination Notice, which shall be considered an integral part of this note applicable during the related Reset Period.

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

The Class A-5 Senior Notes are also subject to a call option pursuant to Section 2.06 of Appendix II of the Indenture by College Loan Corporation, or its assignee, on any Reset Date and on any date for the Reset Rate Notes following a Failed Remarketing for such series and the continuation thereof. The purchase price paid for such reset rate notes will be equal to 100% of the Principal Amount of the Reset Rate Notes to be redeemed, plus accrued interest thereon to the purchase date.

All Class A-5 Senior Notes called for redemption will cease to bear interest after the specified redemption or purchase date, provided funds for their payment are on deposit at the place of payment at the time. Preferably five, but not less than two Business Days prior to each Quarterly Distribution Date on which the Class A-5 Senior Notes are to be redeemed, the Trustee shall cause notice such redemption to be given by mailing a copy of the notice by first-class mail to the Issuer Administrator and Registered Owners of the Class A-5 Senior Notes, at their address as the same shall last appear upon the registration books on such date; provided, however, that failure to give such notice, or any defect therein, shall not affect the validity of any proceedings for the reduction or redemption of the Class A-5 Senior Notes.

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

The Class A-5 Senior Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Reset Rate Notes, other Senior Notes and any Derivative Products are senior to the Subordinate Notes as and to the extent provided in the Indenture. The Reset Rate Notes and other Senior Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments.

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

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

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

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

Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (including interest calculated as provided herein, plus any other amounts that constitute interest on this Note under applicable law, which are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) calculated from the Date of Original Issuance of this Note through any subsequent day during the term of this Note or otherwise prior to payment in full of this Note exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the redemption or acceleration of the Maturity of this Note results in payment to or receipt by the Registered Holder or any former Registered Holder hereof of any interest in excess of that permitted by applicable law, then notwithstanding any provision of this Note or related documents to the contrary all excess amounts theretofore paid or received with respect to this Note shall be credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note and under the related documents.

If provision is made for the payment of principal of and interest on this Note in accordance with the Indenture, this Note shall no longer be deemed Outstanding under the Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be payable solely from the funds provided for such payment.

If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under certain circumstances, shall be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate principal amount of Subordinate Notes at the time Outstanding, if affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior Notes at the time Outstanding or Other Senior Beneficiaries or, if no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal amount of the Subordinate Notes at the time Outstanding or Other Subordinate Beneficiaries, on behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered Holder of this Note and upon all future Registered Holders hereof and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

The Issuer may require payment by the Registered Holder hereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note, other than certain exchanges specifically exempted under the Indenture and not involving any transfer.

The Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Issuer may treat the Person in whose name this Note is registered on the Note Register as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee, any Paying Agent, any Authenticating Agent, the Note Registrar nor any other such agent shall be affected by notice to the contrary.

It Is Hereby Certified, Recited, Covenanted and Declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist, and have been performed in regular and due time, form and manner as so required.

This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee or by the Authenticating Agent by the manual signature of one of its authorized representatives.

It is expressly understood and agreed by the holder hereof that (a) the Indenture and this Note each is executed and delivered by ___, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement in the Indenture and this Note made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by ___ but is made and intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and this Note shall be construed as creating any liability on ___, individually or personally, to perform any covenant either expressed or implied contained in the Indenture and this Note, all such liability, if any, being expressly waived by the holder hereof and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances shall ___ be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Indenture, this Note or the other Basic Documents.

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

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

Dated: ___, 20__

COLLEGE LOAN CORPORATION TRUST I


By      ___, not in its individual capacity but solely as
Delaware Trustee

By_____________________________
Name____________________________
Title____________________________

[CERTIFICATE OF AUTHENTICATION FOLLOWS]

CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes of the series designated therein and issued under the provisions of the within-mentioned Indenture.

___, as Trustee

By_____________________________
Name____________________________
Title____________________________

[FORM OF ASSIGNMENT FOLLOWS]

ASSIGNMENT

For Value Received the undersigned hereby sells, assigns and transfers unto _____________________ the within Note and irrevocably appoints ______________________, attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ____________________________

Please Insert Social Security or Other
Identifying Number of Assignee


____________________________________
Signature Guaranteed ____________________________________
Notice: The signature to this assignment must
correspond with the name as it appears upon
the face of the within Note in every particular,
without any alteration whatsoever.

_______________________________
Signature Guaranteed

SCHEDULE A
Terms of The Reset Rate Notes

Reset Period Begins:

Reset Period Ends:

Interest Rate Mode:

Class A-5 Rate:

Day Count Basis:

Interest Accrual Period:

Initial Reset Date:

Distribution Date:

      Interest Payable:

      Principal Allocable:

      Principal Payable:

Currency:

SCHEDULE B

EXCHANGES OF INTERESTS IN THE GLOBAL NOTE⁽¹⁾

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

Date of Exchange

Amount of decrease
in Principal Amount
     of this Global Note     
Amount of increase
in Principal
Amount of this
     Global Note      Principal Amount
of this Global Note
following such
decrease
     (or increase)     

Signature of
authorized officer
     of Note Registrar     

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

EXHIBIT B-6
FORM OF CLASS B NOTE

Unless this Note is presented by an authorized representative of ___, a New York corporation, 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 ___ or in such other name as is requested by an authorized representative of ___ (and any payment is made to ___ or to such other entity as is requested by an authorized representative of ___), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, ___, 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 200_-_
STUDENT LOAN ASSET-BACKED NOTES
CLASS B

Date of Issuance
___, 20_ Final Maturity Date
___, 20__ CUSIP No. ISIN No.

PRINCIPAL SUM: ___
REGISTERED OWNER:___

College Loan Corporation Trust 200_-_, 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 ___, 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 ___, 20__, among the Issuer, ___ as indenture trustee (the "Trustee") and ___ 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
200_-_


By ___, not in its individual capacity but
solely as Delaware Trustee under the Trust
Agreement,


By ___________________________
Authorized Signatory

Date: ___, 200_

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

___, not in its individual capacity but solely as
Trustee,


By ___________________________
Authorized Signatory

Date: ___, 200_

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Series 200_-_, Class B (the "Class B Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Series 200_-_, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, and Class A-5 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 ___, 20__.

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 __%. 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 ___), 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 transfers 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 200_-_ (the "Issuer") pursuant to Section 5.03(b) of the Indenture of Trust, dated as of ___, 200_ (the "Indenture), between the Issuer and ___, 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. $__________ Master Servicing Fee due with respect to the preceding calendar month.

The following amounts to the following parties:

to the Department: $____________________

to the Master Servicer: $_________________

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.

____________, 20_____






____________, 20_____ COLLEGE LOAN CORPORATION,
as Issuer Administrator


By _____________________________
    Authorized Signatory


___,
as Verification Agent


By _____________________________
Authorized Signatory

EXHIBIT D

FORM OF ISSUER ADMINISTRATOR'S DISTRIBUTION DATE CERTIFICATE

Series 200 -  Notes, Waterfall for Distributions Remaining
Funds
Balance

Total Available Funds (Collection Fund)

Payments to the Dept of Ed

Payments to the Master Servicer, 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
Class A-5 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);

The Class A Principal Distribution Amount to the Class A-5 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 Master Servicer, any unpaid carry-over Master Servicing fee

Remaining amounts

COLLEGE LOAN CORPORATION, as Issuer Administrator


By _____________________________
    Authorized Signatory


___,
as Verification Agent


By _____________________________
Authorized Signatory

EXHIBIT E

FORM OF ISSUER'S REPORT

[To be Provided]

EXHIBIT F

BORROWER INCENTIVES AND SPECIAL PROGRAMS

1.        ACH (.25% rate reduction)

EXHIBIT G

NOTICE OF A PAYMENT DEFAULT

COLLEGE LOAN CORPORATION TRUST 20__-_
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[CLASS A-5]
[CLASS B]

Notice Is Hereby Given that a Payment Default has occurred and not been cured with respect to the Notes identified above. Determination of the Applicable Interest Rate pursuant to the Auction Procedures will be suspended. The Applicable Interest Rate on the Notes identified above for each Auction Period commencing after the date of Payment Default with respect thereto will equal the Non-Payment Rate, as it is determined by the Trustee on the first day of such Auction Period until _____________________.

Terms used herein have the meanings set forth in the Indenture of Trust relating to the above-referenced Notes.

Dated: ________________________

____, as Trustee


By_____________________________
Name____________________________
Title____________________________

EXHIBIT H

NOTICE OF CURE OF PAYMENT DEFAULT
COLLEGE LOAN CORPORATION TRUST 20__-_

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[CLASS A-5]
[CLASS B]

Notice Is Hereby Given that a Payment Default with respect to the Notes identified above has been waived or cured. The next Interest Payment Date is _____________ and the next Auction Date is ___________________.

Terms used herein have the meanings set forth in the Indenture of Trust relating to the above-referenced Notes.

Dated: ________________________

___, as Trustee

By_____________________________
Name____________________________
Title____________________________

EXHIBIT I

NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT

COLLEGE LOAN CORPORATION TRUST 20__-_
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[CLASS A-5]
[CLASS B]

Notice Is Hereby Given that College Loan Corporation Trust 20__-_ (the "Issuer") proposes to change the length of one or more Auction Periods with respect to the Notes identified above, pursuant to the Indenture of Trust, dated as of ____ __, 20__, between the Issuer and the Trustee relating to such Notes (the "Indenture"), as follows:

1.           The change shall take effect on the Payment Date for the current Auction Period and the date of commencement of the next Auction Period (the "Effective Date").

2.           The Auction Period Adjustment in paragraph 1 shall take place only if (a) the Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day before the Auction Date for the Auction Period commencing on the Effective Date, the consent of the Market Agent (which consent has been obtained), as required by the Indenture, authorizing the change in length of one or more Auction Periods and confirmation from each Rating Agency that it will not reduce or withdraw its ratings on the Auction Rate Notes on account of such Auction Period Adjustment, and (b) Sufficient Bids exist on the Auction Date for the Auction Period commencing on the Effective Date.

3.           If the condition referred to in paragraph 2(a) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date will be determined pursuant to the Auction Procedures and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in paragraph 2(a) above is met but the condition referred to in paragraph 2(b) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date shall be the Maximum Auction Rate and the Auction Period shall be the Auction Period determined without reference to the proposed change.

Terms used herein have the meanings set forth in the Indenture.

Dated: ________________________

COLLEGE LOAN CORPORATION TRUST 20__-__


By_____________________________
Name____________________________
Title____________________________

EXHIBIT J

NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT

COLLEGE LOAN CORPORATION TRUST 20__-_
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[CLASS A-5]
[CLASS B]

Notice Is Hereby Given that College Loan Corporation Trust 20__-_ (the "Issuer") established new lengths for one or more Auction Periods with respect to the Notes identified above pursuant to the Indenture of Trust, dated as of ____ __, 20__, between the Issuer and the Trustee relating to such Notes (the "Indenture"):

1.           The change shall take effect on _______________, the Interest Payment Date for the current Auction Period and the date of commencement of the next Auction Period (the "Effective Date").

2.           For the Auction Period commencing on the Effective Date, the Interest Payment Date shall be _________________, or the next succeeding Business Day if such date is not a Business Day.

3.           For Auction Periods occurring after the Auction Period the Interest Payment Dates shall be [______________________ (date) and every __________________ (number) __________________ (day of week) thereafter] [every ________________ (number) (day of week) after the date set forth in paragraph 2 above], or the next Business Day if any such day is not a Business Day; provided, however, that the length of subsequent Auction Periods shall be subject to further change hereafter as provided in Section 2.02(g) of Annex I to the Indenture.

4.           The changes described in paragraphs 2 and 3 above shall take place only upon delivery of this Notice and the satisfaction of other conditions set forth in Section 2.02(g) of Annex I to the Indenture and our prior notice dated ___________________ regarding the proposed change.

Terms used herein have the meanings set forth in the Indenture.

Dated: ________________________

COLLEGE LOAN CORPORATION TRUST 20__-__


By_____________________________
Name____________________________
Title____________________________

EXHIBIT K

NOTICE OF CHANGE IN AUCTION DATE

COLLEGE LOAN CORPORATION TRUST 20__-_
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[CLASS A-5]
[CLASS B]

Notice is hereby given by ___________________, as Market Agent for the Notes identified above, that, with respect to such Notes, the Auction Date is hereby changed as follows:

1.           With respect to such Notes, the definition of "Auction Date" shall be deemed amended by substituting "_____________ (number) Business Day" in the third and fourth lines thereof and by substituting "_____________ (number) Business Days" for "two Business Days" in subsection (d) thereof.

2.           This change shall take effect on _________________, which shall be the Auction Date for the Auction Period commencing on _________________.

3.           The Auction Date for such Notes shall be the subject to further change hereafter as provided in the Indenture of Trust, dated as of ____ __, 20__, between College Loan Corporation Trust 20__-_ and the Trustee relating to such Notes (the "Indenture").

Terms used herein have the meanings set forth in the Indenture.

Dated: ________________________

__________________________
as Market Agent


By_____________________________
Name____________________________
Title____________________________

EXHIBIT L

RELEVANT SERVICING CRITERIA

Servicing Criteria Applicable
Servicing Criteria

Reference Criteria

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.

1122(d)(4)(ii) Pool asset and related documents are safeguarded as required by the transaction agreements

1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

1122(d)(4)(v) The Servicer's records regarding the pool assets agree with the Servicer's records with respect to an obligor's unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

EX-4

Exhibit 4.2

TRUST AGREEMENT

between

COLLEGE LOAN LLC
as Depositor

and

_________________
as Delaware Trustee

College Loan Corporation Trust 20__-_

Dated as of ____________, 200_

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 Depositor
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
12
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
15
15

16
17
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
18
19
19
19
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
26
27
27
27
27
27
27

ARTICLE XII
COMPLIANCE WITH REGULATION AB

Section 12.01 Intent of the Parties; Reasonableness 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

            TRUST AGREEMENT dated as of ____________, 200_, between _________, a Delaware trust company, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and College Loan LLC, a Delaware limited liability company (the "Depositor").

           The Depositor and the Delaware Trustee hereby agree 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, which also contains rules as to construction and usage that shall be applicable herein.

           "Basic Documents" means this Agreement, the Indenture, the Administration Agreement, any Servicing Agreement, the Student Loan Purchase Agreements, the Custodian Agreements, the Derivative Products Agreement, the Eligible Lender Trust Agreement, any Guarantee Agreement, the Remarketing Agreement, the Auction Agent Agreement, any Market Agent Agreements, the Underwriting Agreement and other documents and certificates delivered in connection with any thereof.

           "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.

           "Eligible Lender Trustee" shall mean ________________, as eligible lender trustee under the Eligible Lender Trust Agreement, and its successors and assigns.

           "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.

           "Servicer" shall mean any organization with which the Trust has (or the Trust and the Eligible Lender Trustee have) entered into a Servicing Agreement, in any case, so long as such party acts as servicer of the Financed Eligible Loans.

           "Servicing Agreement" shall mean the "Servicing Agreement" as defined in the Indenture, or any other servicing agreement or subservicing agreement entered into in connection with the servicing of the Financed Eligible Loans.

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

           "Underwriting Agreement" shall mean the agreement, dated _________, 200_, among College Loan LLC, as depositor, and _______________ and ___________ acting on their own behalf and as representatives for the other underwriters.

ARTICLE II

ORGANIZATION

           Section 2.01 Name. The trust created hereby (the "Trust") shall be known as "College Loan Corporation Trust 20__-_," in which name the Delaware Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. The Trust shall constitute a 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 ____________, ______________, _________, Attention: _______________ (the "__________") or at such other address as the Delaware Trustee may designate by written notice to the Certificateholder and the Depositor.

           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 pursuant to the Underwriting Agreement;

(ii) to deposit and apply the proceeds of the sale of the Notes as specified in 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 (i) vary the investment of the Certificateholders in the Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the Certificates or (ii) 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 for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Noteholders, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file (i) Internal Revenue Service Form 8832 affirmatively electing that the Trust be treated as a partnership for federal tax purposes and (ii) any other 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 and as shall be presented to the Trustee in final form for execution.

           Section 2.04 Appointment of Delaware Trustee. The Depositor 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 Depositor 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 Depositor, 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 Depositor 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, 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. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a partnership 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 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 Eligible Lender Trust Agreement, subject to the obligations of the Trust under the Basic Documents.

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

           (a)      The Depositor 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 Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor 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 Depositor 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 Depositor by all necessary corporate action.

           (c)      This Agreement has been duly executed and delivered by the Depositor and constitutes a legal, valid and binding obligation of the Depositor 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 Depositor, or any indenture, agreement or other instrument to which the Depositor 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 Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor 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 Depositor pursuant to Section 2.05 and until the issuance of the Trust Certificates, the Depositor 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 Depositor 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 Depositor 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 Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor. 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 Depositor, within 15 days after receipt by the Delaware Trustee of a request therefore from the Depositor in writing, a list in such form as the Depositor 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 Depositor 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 Depositor, 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 _____________, 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 Depositor and to the holders of the Trust Certificates of any change in the location of the Certificate Register or any such office or agency.

           Section 3.09 Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholders from the amounts received from the Indenture Trustee for such purpose pursuant to the Indenture and shall report the amounts of such distributions to the Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to receive such funds from the Indenture Trustee for the purpose of making the distributions referred to above. The Delaware Trustee may revoke such power and remove the Certificate Paying Agent if the Delaware Trustee determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be the Delaware Trustee, and any co-paying agent chosen by the Delaware Trustee, and acceptable to the Indenture Trustee (which consent shall not be unreasonably withheld). The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Issuer Administrator. In the event that the Delaware Trustee shall no longer be the Certificate Paying Agent, the Delaware Trustee shall, with the written consent of the Depositor, 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 _____________________.

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

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

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

           (g)      the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Depositor, the Issuer Administrator, any other 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 Trust Agreement or the Basic Documents.

           In addition, the Trust shall not commingle its assets with those of the Depositor 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 Depositor 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 Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

           Section 4.02 Action by the Certificateholders with Respect to Certain Matters. The Delaware Trustee shall not have the power, except upon the direction of each Certificateholder, to (a) remove or replace the Eligible Lender Trustee, any Servicer, the Issuer Administrator or any other administrator or (b) except as expressly provided in the Basic Documents, sell the Financed 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 Issuer, 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 Indenture Trustee by the Delaware Trustee.

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

           Section 5.02 Method of Payment. Subject to Section 9.01(c), 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 for Federal income tax purposes, so long as there is only one Certificateholder, as a disregarded entity, no Federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust, the Indenture Trustee, the Delaware Trustee, the Depositor 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. The Delaware Trustee shall remit such returns to holder of the Trust Certificate at least five days before such returns are due to be filed. The holder of the Trust Certificate, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Delaware Trustee and such returns shall be filed by, or at the direction of, the Delaware Trustee with the appropriate tax authorities. In no event shall the 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 documents shall be signed by such Certificateholder.

ARTICLE VI

AUTHORITY AND DUTIES OF DELAWARE TRUSTEE

           Section 6.01 General Authority. The Delaware Trustee is authorized 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 Depositor shall approve as evidenced conclusively by the Delaware Trustee’s execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver 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 Eligible Lender Trust Agreement, (ii) to follow the direction of and cooperate with any Servicer or subservicer to the extent necessary to enable such Servicer or subservicer to fulfill its obligations under the related Servicing Agreement or Subservicing Agreement and (iii) to cooperate with the Issuer Administrator and any other 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 or any other administrator directs or instructs with respect to the Basic Documents and is directed to take such action to the extent that the Issuer Administrator or such other administrator is expressly required pursuant to the Basic Documents to cause the Delaware Trustee to act.

           Section 6.02 General Duties. It shall be the duty of the Delaware Trustee to discharge (or cause to be discharged) all its responsibilities pursuant to the terms of this 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 Depositor in connection with any claims paying procedure as part of an insolvency or a receivership proceeding involving the Depositor. Notwithstanding the foregoing, the Delaware Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Issuer Administrator or any other administrator has agreed in the Administration Agreement or the related administration agreement, as applicable, to perform any act or to discharge any duty of the Delaware Trustee hereunder or under any other Basic Document, and the Delaware Trustee shall not be held liable for the default or failure of the Issuer Administrator or any other administrator to carry out its obligations under the Administration Agreement or related administration agreement, as applicable. The Delaware Trustee shall have no obligation to administer, service or collect the Financed 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 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 Depositor 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 Depositor or any Affiliate of the Depositor, or may act as depository, trustee or agent for securities or other obligations of the Depositor 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 Depositor, the Issuer Administrator, any other administrator or the Certificateholder;

           (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 Depositor 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, any other administrator, the Seller, the Indenture Trustee or any Servicer under any of the other Basic Documents or otherwise and the Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration Agreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or any Servicer under any Servicing Agreement;

           (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 Depositor, 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, ______________ acts solely as Delaware Trustee hereunder and not in its individual capacity and, subject to Section 6.04(c), 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 Depositor 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 Depositor, the Eligible Lender Trustee, any Servicer, the Issuer Administrator or any other administrator with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Eligible Lender Trustee, the Issuer Administrator, any other administrator, the Indenture Trustee or any Servicer or any subservicer taken in the name of the Delaware Trustee.

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

ARTICLE VIII

COMPENSATION OF DELAWARE TRUSTEE

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

           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 Indenture Trustee and the Delaware Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture and Article V 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.

           (b)      Except as provided in Section 9.01(a), neither the Depositor 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 Depositor.

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 Depositor 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 Indenture 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 Depositor 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 Depositor 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 Indenture 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 Depositor, each Servicer, the Certificateholders, the Issuer Administrator, any other administrator and, to the extent expressly provided herein, the Indenture 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 Depositor, addressed to College Loan LLC, 16855 W. Bernardo Drive, Suite 100, San Diego, California 92127, Attention: Cary Katz or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

           (b)      Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this 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 Depositor 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 Depositor 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 Indenture 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 Depositor, any Servicer, the Issuer Administrator, any other administrator, any Servicer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee or any Affiliate thereof or any officer, director or employee of any thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this 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.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

           Section 12.01 Intent of the Parties; Reasonableness. The Depositor and the Delaware Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

           Neither the Depositor, nor the Delaware Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Delaware Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information reasonably necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB as it relates to the Delaware Trustee.

[SIGNATURE PAGE FOLLOWS]

           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.

                                                                   
in its individual capacity and as Delaware Trustee,


By:                                                     
Name:
Title:


COLLEGE LOAN LLC,
as Depositor,


By:                                                    
Name:
Title:

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 ________________________.

           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: [    ]%

COLLEGE LOAN CORPORATION TRUST 20__-_

           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 Depositor (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 __________________ is the registered owner of a nonassessable, fully-paid, ___% fractional undivided interest in the College Loan Corporation Trust 20__-_ (the "Trust" or the "Issuer"), a trust formed under the laws of the State of Delaware by College Loan LLC, a Delaware limited liability company (the "Depositor"). The Trust was created pursuant to a Trust Agreement dated as of ____________, 200_ (the "Trust Agreement"), between the Depositor and ________________, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee on behalf of the Trust (the "Delaware Trustee"). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Indenture; which also contains rules as to usage that shall be applicable herein.

           This Certificate is one of the duly authorized Certificates designated as "College Loan Corporation Trust 20__-_ Trust Certificates" (herein called the "Certificates" or the "Trust Certificates") issued under the Trust Agreement. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of student loans (the "Financed Eligible Loans"), all moneys paid thereunder, certain bank accounts and the proceeds thereof and certain other rights under the Trust Agreement and the Servicing Agreements and all proceeds of the foregoing. The rights of the holders of the Trust Certificates to the assets of the Trust are subordinated to the rights of the holders of the Notes, as set forth in the Basic Documents.

           It is the intent of the Depositor, 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, 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. 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. 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.

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

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

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

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

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

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

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

COLLEGE LOAN CORPORATION TRUST 20__-_


By: ______________________________,
not in its individual capacity but solely as Delaware
Trustee.

By: ___________________________________________
                Authorized Signatory

Date: ____ __, 200_

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

By: ______________________________,
not in its individual capacity but solely as Delaware
Trustee.

By: ___________________________________________
                Authorized Signatory

Date: ______ __, 200_

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]

___________________, as Certificate Registrar

_________________

_________________

_________________

_________________

Attention: ________________________

           Re:      College Loan Corporation Trust 20__-_ Trust Certificates

Ladies and Gentlemen:

          In connection with our proposed purchase of the College Loan Corporation Trust 20__-_ Trust Certificate (the "Certificate") issued under the Trust Agreement dated as of __________, 200_ (the "Agreement"), between College Loan LLC, as depositor (the "Depositor") and __________________, as Delaware Trustee, the undersigned (the "Purchaser") represents, warrants and agrees that:

          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.

          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.

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

          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.

          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.

          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 ___________________

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

          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).

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

          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.

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

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 20__-_

           THIS Certificate of Trust of College Loan Corporation Trust 20__-_ (the "Trust") is being duly executed and filed by _________________, 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 20__-_.

           2.      Delaware Trustee: The name and business address of the trustee of the Trust in the State of Delaware is _____________, __________, _____________, ______________________, Attention: ____________________.

           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.

_______________________, not in its
individual capacity but solely as trustee


By: _______________________
Name:
Title:

EX-5

Exhibit 5.1

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038

July 25, 2006

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

Re: College Loan LLC - Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to College Loan LLC, a Delaware limited liability company, (the "Sponsor"), in connection with the preparation of the registration statement on Form S-3 (the "Registration Statement") relating to the proposed offering from time to time in one or more series (each, a "Series") by one or more trusts (each, a "Trust") of Student Loan Asset-Backed Notes (the "Notes"). The Registration Statement has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). As set forth in the Registration Statement, each Trust is to be created pursuant to the terms of a trust agreement (each, a "Trust Agreement"), between the Sponsor and a Delaware trustee to be identified in the prospectus supplement for each Series of Notes and each Series of Notes is to be issued by the related Trust under and pursuant to the terms of an indenture (each, an "Indenture"), between the issuer, and a trustee to be identified in the prospectus supplement for each Series of Notes, as indenture trustee under the indenture (the "Trustee"). The Indenture and the Trust Agreement are referred to collectively as the "Agreements."

As such counsel, we have examined copies of the limited liability agreement of the Sponsor, the Registration Statement, the base Prospectus and a form of Prospectus Supplement included therein, the form of each Agreement, and originals or copies of such other records, agreements and other instruments of the Sponsor, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of the Sponsor and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America and the laws of the State of New York.

Based upon and subject to the foregoing, we are of the opinion that:

           1.     When the issuance, execution and delivery of each Series of Notes have been authorized by all necessary official action of the applicable Trust in accordance with the provisions of the related Trust Agreement, and when such Notes have been duly executed and delivered, authenticated by the Trustee pursuant to the applicable Indenture and sold as described in the Registration Statement, assuming that the terms of such Notes are otherwise in compliance with applicable law at such time, such Notes will constitute valid and binding obligations of the applicable Trust in accordance with their terms and the terms of the related Agreements. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity.

           2.     The information in the Prospectus under the caption "Federal Income Tax Consequences," and in the form of Prospectus Supplement contained as part of the Registration Statement under the caption "Certain Federal Income Tax Considerations," to the extent that it constitutes matters of law or legal conclusions, sets forth our opinion with respect to the material Federal income tax consequences of an investment in the Notes.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in each Prospectus and each related Prospectus Supplement which forms a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of the Sponsor or any dealer in connection with the registration of the Notes under the securities or blue sky laws of any state or jurisdiction. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,


/s/ Stroock & Stroock & Lavan LLP


STROOCK & STROOCK & LAVAN LLP

EX-99

Exhibit 99.1

FFELP LOAN PURCHASE AGREEMENT

          This FFELP Loan Purchase Agreement (the "Agreement" or the "Loan Purchase Agreement") is made and entered into as of ____ __, 20__ by and among ____________, a ____________ (the "Purchaser") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Purchaser Trust Agreement (the "Purchaser Trustee"), ____________, a Delaware limited liability company (the "Seller") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Seller Trust Agreement (the "Seller Trustee"), and ____________, a ____________ (the "Parent").

W I T N E S S E T H:

           WHEREAS, the Purchaser, by and through the Purchaser Trustee, desires to purchase from the Seller certain FFELP Loans (as defined below) to assist students in obtaining a post-secondary education, title to which will be held by the Purchaser Trustee pursuant to the Purchaser Trust Agreement, and the Seller, by and through the Seller Trustee, desires to sell such FFELP Loans to the Purchaser in accordance with the terms and conditions of this Agreement.

           WHEREAS, the Parent owns 100% of the voting and economic membership interests in the Seller and, as such, desires to make certain representations and warranties concerning the FFELP Loans and assume certain obligations regarding those representations and warranties as set forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

           Section 1.   Definitions.

          (a)   All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture of Trust, dated as of ____ __, 20__, from the Issuer and [Insert Trustee], as eligible lender trustee, to [Insert Trustee], as the trustee, and as may be further amended and supplemented from time to time.

           (b)   In addition, the following terms shall have the following respective meanings unless the context hereof clearly requires otherwise:

           "Borrower" means the student or parent obligor under an Eligible Loan.

           "Eligible Loan" means a FFELP Loan authorized to be acquired by the Purchaser by and through the Purchaser Trustee which (i) has been or will be made to a borrower for post-secondary education; (ii) is Guaranteed; (iii) if such FFELP Loan is a subsidized Stafford loan, qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments; if such FFELP Loan is a consolidation loan authorized under Section 428C of the Higher Education Act, qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments to the extent applicable; and if such FFELP Loan is a PLUS loan authorized under Section 428B of the Higher Education Act, or an unsubsidized Stafford loan authorized under Section 428H of the Higher Education Act, such FFELP Loan qualifies the holder thereof to receive Special Allowance Payments; (iv) unless the Rating Agency Condition has been satisfied, is either a consolidation loan or was originated to, or to parents on behalf of, a borrower attending a four-year college or university or enrolled in a graduate degree program; and (v) complies with each representation and warranty with respect thereto contained herein.

           "Federal Contracts" means all agreements between a Guarantee Agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including, but not limited to, reimbursement of amounts paid or payable upon defaulted Eligible Loans and other student loans insured or guaranteed by any Guarantee Agency and federal interest subsidy payments and Special Allowance Payments, if applicable, to holders of qualifying student loans guaranteed by any Guarantee Agency.

           "FFELP Loans" means those specific loans acquired by the Purchaser Trustee, on behalf of the Purchaser, from the Seller pursuant to this Loan Purchase Agreement, inclusive of the promissory notes evidencing such loans and the related documentation in connection with each thereof, which were originated pursuant to the Federal Family Education Loan Program and the Higher Education Act and identified in a Loan Transfer Schedule.

           "Guarantee" or "Guaranteed" means, with respect to a FFELP Loan, the guarantee by the Guarantee Agency, in accordance with the terms and conditions of the Guarantee Agreement, of the principal of and accrued interest on the FFELP Loan to the maximum extent permitted under the Higher Education Act on FFELP Loans which have been originated, held and serviced in full compliance with the Higher Education Act, and the coverage of the FFELP Loan by the Federal Contracts providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Eligible Loans guaranteed by it to the extent of the maximum reimbursement allowed by the Federal Contracts.

           "Guarantee Agency" means a state agency or a private nonprofit institution or organization which administers a Guarantee Program within a State or any successors and assignees thereof administering the Guarantee Program which has entered into a Guarantee Agreement with the Purchaser Trustee on behalf of the Purchaser.

           "Guarantee Agreement" means the Federal Contracts, an agreement between a Guarantee Agency and either the Purchaser Trustee or the Seller Trustee providing for the Guarantee by such Guarantee Agency of the principal of and accrued interest on Eligible Loans to Borrowers, made or acquired by the Purchaser Trustee or the Seller Trustee from time to time, and any other similar guarantee or agreement issued by a Guarantee Agency to the Purchaser or the Purchaser Trustee pertaining to Eligible Loans.

           "Guaranteed Loans" means FFELP Loans that are Guaranteed.

          "Guarantee Program" means a Guarantee Agency's student loan guaranty program pursuant to which such Guarantee Agency guarantees or insures student loans.

           "Higher Education Act" shall mean Title IV, Parts B, F and G, of the Higher Education Act of 1965, as amended or supplemented and in effect from time to time, or any successor enactment thereto, and all regulations promulgated thereunder and any directives issued by the Secretary of Education.

           "Interest Subsidy Payments" means interest subsidy payments received from the Secretary of Education pursuant to Section 428 of the Higher Education Act or similar payments authorized by federal law or regulation.

           "Loan Purchase Agreement" means this FFELP Loan Purchase Agreement including all exhibits and schedules attached hereto, and any addenda, supplements or amendments hereto.

           "Loan Purchase Date" means each date on which the Purchaser Trustee, on behalf of the Purchaser, purchases Eligible Loans from the Seller Trustee, on behalf of the Seller, as described in Section 2(b) hereof.

           "Loan Transfer Certificate" means the certificate substantially in the form of Exhibit A attached hereto.

         "Loan Transfer Schedule" means a written schedule on a form provided by the Purchaser or its servicing agent identifying the borrower identification number and loan number on an Eligible Loan and attached as Annex I to the Loan Transfer Certificate.

           ["Parent" has the meaning set forth in the recitals to this Agreement.]

           "Purchaser" has the meaning set forth in the recitals to this Agreement.

           "Purchaser Trust Agreement" means the eligible lender trust agreement between the Purchaser Trustee and the Purchaser, which may be incorporated as a part of an indenture or other financing agreement to which the Purchaser is subject.

          "Purchaser Trustee" has the meaning set forth in the recitals to this Agreement.

           "Rating Agency Condition" means, with respect to any action, that each of the Rating Agencies shall have notified the Issuer and the Trustee in writing that such action will not result in a reduction, qualification or withdrawal of the then-current rating of any of the Notes.

         "Secretary of Education" means the Commissioner of Education and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any officer, board, body, commission or agency succeeding to the functions thereof under the Higher Education Act.

           "Seller" has the meaning set forth in the recitals to this Agreement.

           "Seller Trust Agreement" means the eligible lender trust agreement between the Seller Trustee and the Seller, which may be incorporated as a part of an indenture or other financing agreement to which the Seller is subject.

           "Seller Trustee" has the meaning set forth in the recitals to this Agreement.

         "Special Allowance Payments" means special allowance payments authorized to be made by the Secretary of Education pursuant to Section 438 of the Higher Education Act or similar allowances authorized from time to time by federal law or regulation.

           Section 2.   Purchase of FFELP Loans.

           (a)   Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller, acting by and through the Seller Trustee, agrees to sell to the Purchaser Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Purchaser Trustee under the Purchaser Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Certificate in the form set forth in Exhibit A. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Purchaser Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Certificate for each such purchase of a portfolio in the form set forth in Exhibit A, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Certificate pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than one business day prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of a Loan Transfer Certificate in the form of Exhibit A hereof (and delivery of the documents described in Section 8 of Exhibit A). It is the intention of the parties to this Loan Purchase Agreement that the transfer from the Seller to the Purchaser Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable law.

           (b)   Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Certificate pertaining to such FFELP Loans.

           (c)   Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Purchaser Trustee at a price determined pursuant to the Loan Transfer Certificate as set forth in Exhibit A. The Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser.

           (d)   If the Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by the Seller to the Purchaser hereunder, then the Seller shall rebate the unamortized premiums paid by the Purchaser to the Seller in connection with the purchase of said FFELP Loan.

           Section 3.   Representations, Warranties, Covenants and Agreements of the Seller and the Parent.

           (a)   With respect to FFELP Loans sold on a Loan Purchase Date, each of the Seller and the Parent hereby makes the representations and warranties set forth in Exhibit B as of such Loan Purchase Date. Each representation, warranty, certification, covenant and agreement contained in this Loan Purchase Agreement shall survive the applicable Loan Purchase Date.

           (b)   The Seller shall not organize under the law of any jurisdiction other than the State under which it is organized as of the initial Loan Purchase Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to the Purchaser. Before effecting such change, the Seller shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the Purchaser's interests in the FFELP Loans.

           Section 4.   Conditions of Purchase. The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

           (a)   All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement shall be true on the applicable Loan Purchase Date.

           (b)   Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or a Guarantee Agreement as a condition to the assignment of the FFELP Loans shall have been made or received and evidence thereof delivered to the Purchaser.

           (c)   The entire interest of the Seller and the Seller Trustee in each FFELP Loan shall have been duly assigned by endorsement in the form set forth in Exhibit A, such endorsement to be without recourse except as provided in Section 6 hereof.

           (d)   Physical custody and possession of the FFELP Loans (including all information and documentation which is described in Section 8 of Exhibit A hereof) shall be transferred in the manner directed by the Purchaser.

           (e)   Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: a fully executed and completed Loan Transfer Certificate in the form of Exhibit A hereto with respect to FFELP Loans referred to in Annex I of Exhibit A; a Loan Transfer Schedule as required in Section 2(a) hereof; and of UCC-1 Financing Statements evidencing the transfer from the Seller and the Seller Trustee to the Purchaser Trustee on behalf of the Purchaser.

           (f)   Adequate funds are available to the Purchaser from an indenture or other financing agreement relating to the Purchaser's bonds and/or notes which will finance the purchase of FFELP Loans under this Loan Purchase Agreement.

           Section 5.   Rejection of FFELP Loans.

           (a)   If (i) the Seller and the Parent are unable to make or furnish the representations and warranties required to be made or furnished by them pursuant to this Loan Purchase Agreement as to a FFELP Loan or (ii) the Purchaser determines that either the Seller or the Parent is unable to fulfill one or more covenants or conditions of this Loan Purchase Agreement as to a FFELP Loan, or (iii) the Purchaser, in its reasonable judgment, deems that a FFELP Loan does not comply with the terms and conditions of this Loan Purchase Agreement or is not being delivered in compliance with such terms and conditions, or (iv) the Purchaser, in its reasonable judgment deems that a FFELP Loan is for any reason unacceptable to it, then the Purchaser may refuse to accept and pay for such FFELP Loan (or any substitute FFELP Loan offered by the Seller in lieu thereof).

          (b)   If the Purchaser rejects a FFELP Loan, any such FFELP Loan shall be returned to the Seller by registered mail (for repurchase pursuant to Section 6 if the FFELP Loan has previously been purchased by the Purchaser), together with a letter identifying each returned FFELP Loan and stating the basis for its return.

          The liability of the Purchaser in connection with the loss of or damage to any FFELP Loan to be returned to the Seller is limited to such loss or damage occurring as a result of its gross negligence or willful misconduct in handling or safekeeping FFELP Loans.

           Section 6.   Repurchase Obligation. If:

           (a)   any representation or warranty made or furnished by the Seller or the Parent in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect;

           (b)   the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Purchaser Trustee;

           (c)   on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser by and through the Purchaser Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan;

          (d)   a FFELP Loan is required to be repurchased pursuant to subsection 5(b); or

           (e)   the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan;

then the Seller may repurchase, or if the Seller does not so repurchase the Parent shall purchase, such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser 100% of the then outstanding principal balance of such FFELP Loan or purported FFELP Loan, plus any unamortized premium paid as a part of the purchase price and all interest accrued and unpaid on such FFELP Loan, plus 100% of the applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan.

           Section 7.   Notification to Borrowers. The servicing agent on behalf of the Seller shall notify Borrowers under the FFELP Loans as required by the Higher Education Act of the assignment and transfer to the Purchaser Trustee of the Seller's interest in such FFELP Loans and the Seller shall direct each Borrower to make all payments thereon directly to the Purchaser or as it may otherwise designate.

           Section 8.   Obligations To Forward Payments and Communications.

           (a)   The Seller shall promptly remit, or cause to be remitted, to the Purchaser all funds received by the Seller after the applicable Loan Purchase Date which constitute payments of principal or interest (including Interest Subsidy Payments) or Special Allowance Payments accrued after the applicable Loan Purchase Date with respect to any FFELP Loan.

           (b)   The Seller shall immediately transmit to the Purchaser any communication received by the Seller after the applicable Loan Purchase Date with respect to a FFELP Loan or the Borrower under such a FFELP Loan. Such communication shall include, but not be limited to, letters, notices of death or disability, adjudication of bankruptcy and similar documents and forms requesting deferment of repayment or loan cancellations.

           Section 9.   Payment of Expenses and Taxes. Each party to this Loan Purchase Agreement shall pay its own expenses incurred in connection with the preparation, execution and delivery of this Loan Purchase Agreement and the transactions herein contemplated, including, but not limited to, the fees and disbursements of counsel; provided, however, that Seller shall pay any transfer or other taxes and recording or filing fees payable in connection with the sale and purchase of the FFELP Loans.

           Section 10.   Special Provisions Relating to Eligible Loans.

           (a)   The Seller hereby represents and warrants that each of the Seller and the Seller Trustee is transferring all of its right title and interest in the Eligible Loans to the Purchaser, that neither the Seller nor the Seller Trustee has assigned any interest in such Eligible Loans (other than security interests that have been released or ownership interests that it has reacquired) to any person other than the Purchaser, and that no prior holder of the Eligible Loans has assigned any interest in such Eligible Loans (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 and the Seller Trustee. Each of the Seller and the Seller Trustee hereby covenants that it shall not attempt to transfer to any other person any interest in any Eligible Loan assigned hereunder.

           (b)   If the arrangements with respect to the FFELP Loans hereunder shall constitute a loan and not a purchase and sale of such FFELP Loans, it is the intention of the parties hereto that this Loan Purchase Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Purchaser a first priority perfected security interest in all of Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under the FFELP Loans.

           (c)    The Seller and the Seller Trustee hereby authorizes the Purchaser to file a UCC-1 financing statement identifying the Seller or the Seller Trustee as debtor and the Purchaser as secured party and describing the FFELP Loans sold pursuant to this Agreement. The preparation or filing of such UCC-l financing statement is solely for additional protection of the Purchaser's interest in the FFELP Loans and shall not be deemed to contradict the express intent of the parties to this Loan Purchase Agreement that the transfer of FFELP Loans under this Agreement is an absolute assignment of such FFELP Loans and is not a transfer of such FFELP Loans as security for a debt.

           Section 11.   Other Provisions.

           (a)   The Seller shall, at its or the Parent's expense, execute, or cause to be executed, all other documents and take, or cause to be taken, all other steps as may be requested by the Purchaser or the Purchaser Trustee from time to time to effect the sale hereunder of the FFELP Loans.

           (b)   This Loan Purchase Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver.

           (c)   This Loan Purchase Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

           (d)   All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto.

           (e)   This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

           (f)   If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or 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 not affect the remaining portions of this Loan Purchase Agreement or any part hereof.

           (g)   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 given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows:

         If to the Purchaser:

[Purchaser]
[Address]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

          with a copy to:

[Delaware Trustee]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

          with a copy to the Purchaser Trustee at:

[Insert Trustee]
[Address]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

           If to the Seller:

[Purchaser]
[Address]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

          with a copy to the Seller Trustee at:

[Insert Trustee]
[Address]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

          [If to the Parent:

[Insert Name]
[Address]
[Address]
Attention:    ____________
Telephone:  ____________
Facsimile:   ____________

           Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.

           (h)   This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for.

           (i)   This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the prior written consent of the Purchaser.

           (j)   No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement.

           (k)   Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee, which qualifies as an "eligible lender" trustee under the Higher Education Act, as directed by the Purchaser, and all references herein to the Purchaser shall incorporate by this reference the fact that the Purchaser Trustee will be acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act.

           (l)   The parties hereto acknowledge that credit providers of the Purchaser, through an indenture or other financing arrangement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder.

           (m)   [It is expressly understood and agreed by the parties to this Agreement that (a) this Agreement is executed and delivered by [Delaware Trustee] ("___"), 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 ___ 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 ___, 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 Agreement and by any person claiming by, through or under the parties to this Agreement and (d) under no circumstances shall ___ 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 Agreement or any other document.]

          IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written.

_________________

By: ____________,
as Sole Economic Member

By: __________________________________
       Name:
       Title:

[Purchaser]

[By: [Delaware Trustee],
not in its individual capacity but solely as
Delaware Trustee

By: __________________________________
       Name:
       Title:]


[INSERT TRUSTEE], not in its individual
capacity but solely as Seller Trustee
and Purchaser Trustee

By: __________________________________
       Name:
       Title:




[Parent]

By: __________________________________
       Name:
       Title:

EXHIBIT A TO FFELP LOAN PURCHASE AGREEMENT

LOAN TRANSFER CERTIFICATE

          This Loan Transfer Certificate (the "Certificate") is made and entered into as of the ___ day of ________, _____, by and among ____________, a ____________ (the "Purchaser") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Purchaser Trust Agreement (the "Purchaser Trustee"), ____________, a ____________ (the "Seller") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Seller Trust Agreement (the "Seller Trustee"), [and ____________, a ____________ (the "Parent").]

          WHEREAS, the parties hereto entered into that FFELP Loan Purchase Agreement dated as of ____ __, 20__ (the "Loan Purchase Agreement"), and the Seller wishes to sell a portfolio of Eligible Loans to the Purchaser, pursuant to and in accordance with the terms and conditions of the Loan Purchase Agreement.

          NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. Definitions. All capitalized terms in this Certificate shall have the same meanings given to them in the Loan Purchase Agreement, unless otherwise specifically stated herein.

2. Purchase of Eligible Loans. Subject to the terms and conditions of the Loan Purchase Agreement and in reliance upon the representations, warranties and covenants as set forth in the Loan Purchase Agreement, the Seller and the Seller Trustee agree to sell to the Purchaser Trustee, as trustee under the Purchaser Trust Agreement on behalf of the Purchaser, a portfolio of Eligible Loans identified in the Loan Transfer Schedule attached hereto, having an aggregate outstanding principal balance of approximately $__________ (the "Current Purchase Portfolio").

3. Purchase Price. Subject to the terms and conditions of the Loan Purchase Agreement, the Purchaser agrees to purchase the Eligible Loans in the Current Purchase Portfolio at a purchase price equal to the sum of (i) ______% (for subsequent portfolios of Eligible Loans, the percentage shall be ______%, or such higher percentage as shall satisfy the Rating Agency Condition) of the aggregate unpaid principal balance thereon plus (ii) ______ of the accrued and unpaid borrower interest thereon, each as of the Loan Purchase Date set forth in Section 4 hereof plus (iii) the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loan being sold.

4. Loan Purchase Date. The Loan Purchase Date shall be no later than ____ __, _____.

5. Effect on Loan Purchase Agreement. This Certificate sets forth the terms of purchase and sale solely with respect to the Current Purchase Portfolio. This Certificate shall have no effect upon any other sale or purchase of any Eligible Loans consummated or contemplated prior to or after the Loan Purchase Date, and all other terms, conditions and agreements contained in the Loan Purchase Agreement shall remain in full force and effect. Prior or subsequent purchases and sales of Eligible Loans shall each be governed by a separate Loan Transfer Certificate.

6. Conveyance. The Seller and Seller Trustee do hereby grant, sell, assign, transfer and convey to the Purchaser Trustee on behalf of the Purchaser and its successors and assigns, all right, title and interest of the Seller and Seller Trustee in and to the following:

• The loans described in Annex I attached hereto (the "Loans"), including the guarantee of the Loans issued by a guarantee agency pursuant to the Federal Family Education Loan Program (20 U.S.C. § 1071 et seq.);

• All promissory notes and related documentation evidencing the indebtedness represented by such Loans; and

• All proceeds of the foregoing including, without limitation, all payments made by the obligor thereunder or with respect thereto, all guarantee payments made by any guarantee agency with respect thereto, and all interest benefit payments and special allowance payments with respect thereto made under Title IV, Part B, of the Higher Education Act of 1965, as amended, and all rights to receive such payments, but excluding any proceeds of the sale made hereby.

7. Blanket Endorsement. Seller, by execution of this Certificate, hereby endorses each promissory note purchased by the Purchaser Trustee or Purchaser. This endorsement is in blank, unrestricted form and is without recourse, except as provided in the Agreement. All right, title, and interest of Seller and Seller Trustee in and to the promissory notes and related documentation identified in the attached loan ledger are transferred and assigned to Purchaser Trustee on behalf of the Purchaser. This endorsement may be effected by attaching this Certificate or a copy hereof to any of the Notes and related documentation acquired by the Purchaser Trustee on behalf of the Purchaser from Seller and Seller Trustee, or by attaching this Certificate to the loan ledger schedule, as the Purchaser may require or deem necessary.

8. Representations and Warranties. Each of the Seller, the Parent and the Purchaser hereby reconfirms all the representations and warranties set forth in the Loan Purchase Agreement as of the Loan Purchase Date. The Seller further certifies that the following documents, where applicable to each FFELP Loan (as defined in the Agreement) acquired under the Agreement, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement:

Department of Education application or Guarantee Agency
     application, as supplemented;
Interim note(s) for each Loan that is not an Eligible Loan;
Payout note(s) for each Loan that is not an Eligible Loan;
Disclosure and Loan information statement;
Guarantee Agreement, Agreement for Participation in the
     Guaranteed Loan Program and Notification of Loan
     Approval by the Guarantee Agency with respect to each
     Guaranteed Loan (or certified copy thereof);
Any other documentation held by the Seller relating to the
     history of such Eligible Loan;
Secretary of Education and Guarantee Agency Loan
     Transfer Statements;
Uniform Commercial Code financing statement, if any,
     securing any interest in an Eligible Loan to be
     Financed, and an executed termination statement related
     thereto;
Evidence of Loan disbursement; and
Any other document required to be submitted with a claim
     to the Guarantee Agency.

          IN WITNESS WHEREOF, the parties hereto have caused this Certificate to be duly executed by their respective officers hereunto duly authorized, as of the date first above written.

[Purchaser]


[By: [Delaware Trustee],
    not in its individual capacity buy solely as
    Delaware Trustee

By: __________________________________
       Name:
       Title:


_________________

By: ____________, as
      Sole Economic Member

By: __________________________________
       Name:
       Title:


[INSERT TRUSTEE], not in its individual
capacity but solely as Seller Trustee
and Purchaser Trustee

By: __________________________________
       Name:
       Title:


_________________

By: __________________________________
       Name:
       Title:

ANNEX I

List of Transferred Loans

[Please contact ____________ for a list of the transferred loans]

EXHIBIT B TO FFELP LOAN PURCHASE AGREEMENT

REPRESENTATIONS, WARRANTIES,

COVENANTS AND AGREEMENTS OF SELLER AND PARENT

           A.   Any information furnished by the Seller to the Purchaser, or the Purchaser's agents with respect to a FFELP Loan, including the Loan Transfer Schedule attached to the Loan Transfer Certificate, is true, complete and correct in all material respects.

           B.   The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Purchaser Trustee or the Purchaser as assignee thereof. The Seller shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits sellers to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Purchaser may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Seller, the terms of which have been fully described in detail and in writing to the Purchaser.

           C.   Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms.

           D.   Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan, as that term is defined in the Agreement.

           E.   The Seller or Seller Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and the Seller or the Seller Trustee has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act.

           F.   The Seller and the Seller Trustee on behalf of Seller is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, claims or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, claims, encumbrances and security interests of any description.

           G.   Each FFELP Loan is Guaranteed; such Guarantee is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, have been or will be paid in full by the Seller, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment.

           H.   Each FFELP Loan was made in compliance with all applicable local, state and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws.

           I.   Each of the Seller and the Parent has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by the Agreement; the execution and delivery of the Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of the Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the limited liability company agreement or articles of incorporation of the Seller or the Parent, as the case may be, or any agreement or instrument to which the Seller or the Parent, as the case may be, is a party or by which it is bound or constitute a default thereunder; neither the Seller nor the Parent is a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller or the Parent, as the case may be, to perform its obligations under the Agreement and the Agreement constitutes a valid and binding obligation of the Seller and the Parent enforceable against each in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

           J.   Each of the Seller and the Parent is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction of organization and has the power and authority to own its assets and carry on its business as now being conducted.

           K.   With respect to all Eligible Loans being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Purchaser to finance the FFELP Loans.

           L.   Each FFELP Loan is evidenced by an executed promissory note (which may be in electronic form), which note is a valid and binding obligation of the Borrower, enforceable by or on behalf of the holder thereof in accordance with its terms, subject to bankruptcy, insolvency and other laws relating to or affecting creditors' rights.

           M.   The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any such FFELP Loan which can be asserted and maintained or which, with notice, lapse of time, or the occurrence or failure to occur of any act or event, could be asserted and maintained by the Borrower against the Purchaser as assignee thereof.

           N.   No FFELP Loan has a payment that is more than 90 days overdue.

           O.   All loan documentation shall be delivered to a custodian prior to payment of the purchase price of such FFELP Loan.

           P.   Each FFELP Loan is accruing interest (whether or not such interest is being paid currently, either by the Borrower or the Secretary of Education, or is being capitalized).

           Q.   Each FFELP Loan constitutes an "instrument" within the meaning of the applicable Uniform Commercial Code.

           R.   Other than pursuant to the Agreement or for liens being released on or prior to the date hereof, neither the Seller nor the Seller Trustee has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the FFELP Loans. Neither the Seller nor the Seller Trustee has authorized the filing of and neither the Seller nor the Parent is aware of any financing statements against the Seller or the Seller Trustee that include a description of collateral covering the FFELP Loans other than any financing statement relating to transfer of the FFELP Loans pursuant to the Agreement. Neither the Seller nor the Parent is aware of any judgment or tax lien filings against the Seller.

           S.   None of the FFELP Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Purchaser.

           T.    The Seller has reported the amount of origination fees, if any, authorized to be collected with respect to a FFELP Loan pursuant to Section 438(c) of the Higher Education Act to the Secretary of the Department of Education for the period in which the fee was authorized to be collected; and the Seller has made any refund of an origination fee collected in connection with any FFELP Loan which may be required pursuant to the Higher Education Act.

EX-99

Exhibit 99.2

MASTER SERVICING AGREEMENT

This MASTER SERVICING AGREEMENT (the "Master Servicing Agreement") is entered into as of ________, 20__ by and between College Loan Corporation, having its principal office in San Diego, California (the "Servicer") and College Loan Corporation Trust 20__-__, 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 Master Servicing Agreement the Servicer 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 Servicer 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 Master Servicing Agreement being referred to herein as the "Financed Student Loans"), and the Servicer 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 Servicer may subcontract with other third parties, to the extent permitted by the hereinafter defined Indenture, to provide the services required of Servicer hereunder;

          NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the Issuer and the Servicer agree as follows:

1. Servicing Requirement and Employment of Servicer

The Issuer hereby authorizes and appoints the Servicer to act as its agent for the limited purpose of performing servicing for the Financed Student Loans. The Servicer 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 Master Servicing Agreement.

The authorization granted by this Master Servicing 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 Servicer to enter into sub-servicing contracts to provide the services required of the Servicer hereunder and to meet any obligations of the Issuer hereunder, including the sub-servicing agreement, dated as of _________, 20__, between the Servicer and ________________, as sub-servicer (the "Sub-Servicer") permitted by the Indenture of Trust dated as of ___________, 20__ (the "Indenture") between the Issuer and _______________, as eligible lender trustee and indenture trustee (together with its successors and assigns, the "Trustee").

2. Term

The term of this Master Servicing Agreement shall commence as of the date of this Master Servicing 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 Servicer may, concurrent with the beginning of any extension of the term, increase the Servicing Fee (as defined below) 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 __% above the immediately preceding fee developed in accordance with this Section or Section 3 below.

The representations and warranties of the Servicer in Section 7, and the indemnities in Section 14 shall survive any termination of this Master Servicing 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 Servicer in such effort, where the reason for claim denial relates to the period during which the Servicer serviced such Financed Student Loan hereunder.

3. Fees and Payment of Fees

a. Initially the Servicer shall be entitled to a monthly fee equal to __% of the ending principal balance of the Financed Student Loans, plus accrued interest thereon as of the last day of the immediately preceding Collection Period (the "Servicing Fee"). This fee may be increased with a Rating Agency Confirmation.

b. Servicer 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 Servicer shall be paid interest at a rate of prime + __% 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 Servicer 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 Servicer shall have no right to retain such amounts as payment of any fees due to the Servicer from the Issuer under the terms of this Master Servicing Agreement. The Issuer hereby authorizes the Servicer 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 Servicer shall increase, including, without limitation, postal rates, or the imposition of any tax or assessment not currently being charged against the fees of the Servicer, then the Servicer 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 Servicer 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 Master Servicing Agreement unless and until the Issuer shall have entered into another agreement similar to this with the Servicer or another Servicer satisfying the Rating Agency Confirmation.

f. If the Servicer'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 Servicer may increase servicing fees payable hereunder to reasonably reflect such costs and expenses. However, no such increase shall take effect until the Servicer 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 Master Servicing Agreement upon ninety (90) days' written notice to the other party; provided, however, that this Master Servicing 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 Servicer or another servicer satisfying the Rating Agency Confirmation.

If the Issuer believes the cost for services under this Master Servicing Agreement are lower by changes in regulations, law or processing, the Issuer will submit a proposed fee schedule to the Servicer. If the Servicer does not reject the schedule, the fees will go into effect 90 days thereafter.

4. Loan Servicing

The Servicer 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 Servicer 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 Servicer shall remit collected funds by automated clearing house (ACH) to the Trustee as the Servicer and Issuer shall mutually agree. Upon submission by the Servicer to the Secretary of Education of a billing for Interest Benefit Payments or Special Allowance Payments, the Servicer 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 Servicer 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 owner 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 __ working day of each month, the reports described in Exhibit A 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 Servicer insuring against any loss or damage which the Issuer or the Servicer 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 Servicer 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 Servicer 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 B hereto. The Servicer 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 Servicer will, at the written request of the Issuer, use its best efforts to reinstate such guarantee or insurance; provided, however, that the Servicer makes no representation that such reinstatement will occur. Such services shall be provided at the cost agreed upon by the Issuer and the Servicer; provided that such services shall be provided by the Servicer at no cost to the extent the Sub-Servicers or another servicer or sub-servicer is required to provide such services to the Servicer at no cost.

s. Servicer 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 Servicer in accordance with the following sentence. Upon receipt of satisfactory documentation, the Issuer shall promptly wire transfer to the Servicer, from amounts held under the Indenture, the amount of funds required to pay such fees. The Servicer shall provide the Issuer, on a monthly basis, with information needed to determine the monthly rebate fees.

5. Due Diligence

The Servicer 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 Servicer's records pertaining to any Financed Student Loan being serviced, provided, however, that such activities shall not unreasonably disrupt the Servicer's normal business operation.

The Servicer 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 Servicer's compliance with the requirements of the Higher Education Act or the terms of this Master Servicing Agreement. Such audits shall be at the expense of the Issuer.

7. Representations, Warranties, and Covenants of Servicer

The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement:

a. The Servicer (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 Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations.

b. The execution and delivery by the Servicer of this Master Servicing 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 Master Servicing 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 Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms.

d. All Servicer 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 Servicer 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 Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof.

e. The Servicer 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 Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof.

f. The Servicer'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 Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing 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 Servicer agrees as follows:

(i) The Servicer 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 Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP.

(iii) The Servicer 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 Servicer 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 Servicer 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 Servicer 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 Servicer's activities in servicing the Financed Student Loans.

j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

8. Representations and Warranties of Issuer

The Issuer represents and warrants to the Servicer on the date of this Master Servicing 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 Master Servicing Agreement to be, conducted.

b. The execution and delivery by the Issuer of this Master Servicing 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 Master Servicing Agreement, require no action by or filing with any governmental agency; and (iv) do not violate any provision of its trust agreement.

c. This Master Servicing 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 Master Servicing Agreement.

9. Amendments; Benefits; Assignment; Termination

This Master Servicing Agreement may be amended, supplemented or modified only by written instrument duly executed by the Issuer and the Servicer with the consent of the Trustee, provided, however, that a Rating Agency Confirmation is obtained.

Either party may terminate this Master Servicing Agreement if the other party commits a material breach of this Master Servicing 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 Master Servicing Agreement unless and until a replacement agreement or replacement servicer shall have been engaged by the Issuer to perform the services required of the Servicer 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 Master Servicing 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 Servicer under Section 6, the representations and warranties in Section 7 and the indemnities in Section 14 shall survive any termination of this Master Servicing Agreement and shall remain in effect for all Financed Student Loans while such Financed Student Loans are serviced by the Servicer. 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 Servicer in such effort, where the reason for claim denial relates to the period during which the Servicer serviced such Financed Student Loan hereunder. However, if the cause for claim denial is reasonably attributable to the Servicer actions or inactions, the Servicer shall be responsible therefor. This Master Servicing 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 Master Servicing Agreement, all files (physical and electronic) held by the Servicer 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 Servicer. In such instance, the Servicer shall bear the cost of deconverting and the transfer of loan documentation.

11. Independent Contractor

The Servicer 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 Master Servicing Agreement.

12. Correspondence; Disclosure

The parties hereto acknowledge and agree that the Servicer 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 Master Servicing Agreement.

14. Indemnification and Liability

a. If the Servicer 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 Servicer 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 Servicer'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 Servicer 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 Servicer'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 Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Master Servicing 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 Servicer 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 Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer 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 Servicer may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer 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 Servicer 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 Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer 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 Servicer has made best efforts to comply with retroactive additional requirements.

15. Confidentiality

The contents of this Master Servicing 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 Servicer, insofar as the same relate to the Servicing Fee, 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, which are to be provided by the Servicer.

17. Reporting

The Servicer shall prepare on behalf of the Issuer any Asset-Backed Issuer Distribution Report on Form 10-D (each, a "Form 10-D") 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"), the rules and regulations of the Securities and Exchange Commission thereunder and Regulation AB, and the Servicer 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 10-D shall be filed by the Servicer within 15 days after each distribution date under the Indenture (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 __ of the Indenture.

The Servicer and the Issuer acknowledge and agree that the purpose of Section 17 of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission. Neither the Servicer nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act of 1933, as amended, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Securities and Exchange Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Servicer shall cooperate fully with the Issuer, to deliver to the Issuer (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and/or any Sub-Servicer or the servicing of the Financed Student Loans, reasonably believed by the Issuer to be necessary in order to effect such compliance.

The Issuer (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer's reasonable judgment, to comply with Regulation AB.

If so requested by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act, the Servicer shall (or shall cause each Sub-Servicer to) (i) notify the Issuer in writing of any material litigation or governmental proceedings pending against the Servicer and any Sub-Servicer and (ii) provide to the Issuer a description of such proceedings, affiliations or relationships.

As a condition to the succession to Servicer or any Sub-Servicer by any person (i) into which the Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Sub-Servicer, the Servicer shall provide to the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer all information reasonably requested by the Issuer in order to comply with its reporting obligation under Item 6.02 of Form8-K.

In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Servicer and any Sub-Servicer shall provide such information regarding the performance or servicing of the Financed Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

On or before March 31 of each calendar year, commencing in 20__, the Servicer shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and shall facilitate the delivery of any required statement of compliance by each Sub-Servicer.

On or before March 1 of each calendar year, commencing in 20__, the Servicer shall:

(i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer's assessment of compliance with the Servicing Criteria (as defined on Exhibit D hereto) during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit D attached to this Agreement;

(ii) deliver to the Issuer a report of a registered public accounting firm, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Sub-Servicer, determined by the Servicer to be "participating in the servicing function" within the meaning of Instruction 2 to Item 1122 of Regulation AB, to deliver to the Issuer an assessment of compliance and accountants' attestation as and when provided in paragraphs (1) and (2) of this Section; and

(iv) deliver to the Issuer and any other person that will be responsible for signing the Sarbanes-Oxley Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Exhibit E.

The Servicer acknowledges that the parties identified in clause(iv) above may rely on any certification provided by the Servicer or any Sub-Servicer pursuant to such clause in signing a Sarbanes-Oxley Certification and filing such with the Commission.

The items set forth in clauses (i) through (iv) above will not be required unless the Depositor is required under the Exchange Act to file an annual report on Form10-K with respect to an Issuing Entity whose asset pool includes the Financed Student Loans.

Each assessment of compliance provided by a Sub-Servicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer on or prior to the date of such appointment.

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 Servicer. 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 Master Servicing Agreement shall be governed by the laws of the State of New York.

c. All covenants and Master Servicing 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 Master Servicing 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 Master Servicing 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 Master Servicing 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:

         [TO BE PROVIDED]




If intended for the Servicer:

         College Loan Corporation
         16855 West Bernardo Drive
         Suite 100
         San Diego, California
         Attn: Cary Katz

If intended for the Trustee:

         [TO BE PROVIDED]

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 Master Servicing 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 Master Servicing 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 C.

k. The Servicer 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. Servicer may cause any of its duties or obligations hereunder to be performed by a sub-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 Master Servicing Agreement that (a) this Master Servicing Agreement is executed and delivered by _________________________ ("___"), 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 ___ 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 ___, 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 Master Servicing Agreement and by any person claiming by, through or under the parties to this Master Servicing Agreement and (d) under no circumstances shall ___ 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 Master Servicing Agreement or any other document.

o. The Master Servicer 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 Master Servicing 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 CORPORATION TRUST 20__-__ ("Issuer")


BY: ___________________, not in its individual
      capacity but solely as Delaware Trustee

BY:______________________________________


COLLEGE LOAN CORPORATION ("Servicer")

BY:______________________________________

EXHIBIT A

REPORTS

          Such standard reports as may subsequently be agreed upon by the Issuer and the Servicer.

EXHIBIT B

CUSTODIAN AGREEMENT

EXHIBIT C

LIMITED POWER OF ATTORNEY

WITNESSETH:

           WHEREAS, College Loan Corporation, a California corporation ("CLC") and College Loan Trust 20__-__, a Delaware Statutory trust (the "Issuer"), are parties to the MASTER SERVICING AGREEMENT dated as of ________, 20__ (the "Master Servicing Agreement"); and

           WHEREAS, pursuant to the Master Servicing 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 Master Servicing 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 ___________________, as eligible lender trustee for the Issuer.

          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 Master Servicing 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 Master Servicing Agreement with respect to the Financed Student Loans.

           2.   That this Limited Power of Attorney is effective as of __________, 20__, and shall remain in force and effect until revoked in writing by the Issuer or until the Master Servicing Agreement is terminated. This instrument shall supplement but not replace the powers previously granted to CLC in the Master Servicing Agreement.

          The undersigned, being duly authorized, has executed this Limited Power of Attorney.

COLLEGE LOAN TRUST 20__-__ ("Issuer")

BY:  _______________________, not in its individual
        Capacity but solely as Delaware Trustee

BY:  ______________________________________

The undersigned, being duly authorized, accepts the foregoing Limited Power of Attorney for and on behalf of College Loan Corporation, as of __________, 20__.

College Loan Corporation

By:________________________________

For _________________________, as Eligible Lender Trustee for College Loan Corporation

By:_______________________________

EXHIBIT D

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

          The assessment of compliance to be delivered by the Servicer shall address, at a minimum, the criteria identified below (the "Servicing Criteria"):

Reference Criteria Applicability

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of student loans serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the Basic Documents.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.

1122(d)(4)(ii) Student loan and related documents are safeguarded as required by the Basic Documents

1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.

1122(d)(4)(iv) Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.

1122(d)(4)(v) The Servicer's records regarding the student loans agree with the Servicer's records with respect to an obligor's unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity's activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.

1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.

1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the Basic Documents.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.

COLLEGE LOAN CORPORATION,
not in its individual capacity but solely
as Servicer



Date: ________________________

By: ___________________________________
Name:
Title:

EXHIBIT E

FORM OF ANNUAL CERTIFICATION

Re: The Master Servicing Agreement dated as of ________, 20__ (the "Agreement"), between College Loan Corporation and College Loan Trust 20__-__ (the "Issuer")

          I, [__________], the [__________] of College Loan Corporation (the "Servicer"), certify to the Issuer that:

           1.     I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on assessment of the Servicer's compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's certificates and other information relating to the servicing of the student loans by the Servicer during [20__] that were delivered by the Servicer to the Issuer pursuant to the Agreement (collectively, the "Company Servicing Information");

           2.     Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

           3.     Based on my knowledge, all of the Company Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Issuer;

           4.     I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and

           5.     The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Sub-Servicer pursuant to the Agreement, have been provided to the Issuer. Any material instances of noncompliance described in such reports have been disclosed to the Issuer. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

EX-99

Exhibit 99.3

FEDERAL FFELP ORIGINATION AND SERVICING AGREEMENT

          THIS AGREEMENT is made and entered into as of _____ __, 200_ by and between _________, a __________ _________, having its principal office in ________ ("SERVICER") and College Loan Corporation, a California corporation, having its principal office in San Diego, California ("LENDER").

A.   SERVICER has developed a computerized origination, billing, record keeping, accounting, reporting and loan management service designated as the "Student Loan Processing Service" (the "Service").

B.   LENDER desires SERVICER to manage its Federal Stafford, Federal PLUS and Federal Consolidation loans through the use of the Service.

Now, therefore, SERVICER and LENDER hereby agree as follows:

1.   SERVICER Obligations.

           A.   SERVICER shall service LENDER'S, and its affiliates', Federal Stafford (SSL), Federal PLUS and Federal Consolidation loan accounts as provided herein, and any similar student loan Accounts as may be mutually agreed upon, originated under the Act (as defined below). For the purposes of this Agreement, an "Account" shall mean one or more loans having the same holder, borrower (and student in the case of a Federal PLUS loan), loan program, maturity date and repayment terms. Stafford loans, whether subsidized or unsubsidized, shall be considered to have been made under the same loan program.

           B.   SERVICER shall perform all services and duties customary to the servicing of student loans in accordance with generally established procedures and industry standards and practices or as required under the Act, including specifically the services and duties specified in the Exhibits attached to this Agreement. Such services and duties shall be performed with respect to each Account until such Account is paid in full (whether by the borrower or through the payment of Guarantee benefits or otherwise) or de-converted from SERVICER'S servicing system in accordance with this Agreement, or this Agreement is otherwise terminated in accordance with its terms. All exhibits hereto are incorporated herein by reference.

           C.   SERVICER shall use reasonable care, in accordance with customary and usual standards of practice of loan servicers of similar loans, to perform its services and duties hereunder in material compliance with, and as required by, (i) the Act, (ii) the applicable Guarantor Regulations, (iii) the applicable Contract of Insurance or Guarantee, and (iv) any other laws and regulations governing the servicing of the Accounts. The foregoing requirements and the terms of this Agreement shall determine the general scope of services hereunder. For purposes of this Agreement, the "Act" means Part B of Title IV of the Higher Education Act of 1965, as amended from time to time, and the rules and regulations of the U.S. Department of Education or any successor thereto (the "Department") promulgated thereunder, as amended from time to time. "Guarantor Regulations" means any manual of policies and procedures to be followed under the guarantee program operated by the applicable guarantor of the loans involved (the "Guarantor"), as well as all supplements, amendments, bulletins and updates, and all other written or unwritten policies, procedures, rules and regulations promulgated or adopted, formally or informally, by such Guarantor relating to its guarantee program or the administration, interpretations, claims review or enforcement policies, procedures and practices thereunder, as the same are reasonably interpreted and understood by SERVICER from time to time.

           D.   Within a reasonable period after delivery of the loan files to SERVICER (generally within 3 days unless otherwise expressly agreed), SERVICER shall (i) establish and maintain records received by SERVICER with respect to each Account and complete records of SERVICER'S servicing of the Account from the date such servicing commenced, (ii) maintain possession of original promissory notes, loan applications and other required supplements that it receives from LENDER, stored in a fire-safe, secure vault facility located at [Insert Address] if in paper form, (iii) otherwise commence servicing the Accounts relating to such loan documents, and (iv) microfilm or otherwise reproduce the promissory notes, loan applications, maintain proof of disbursement for each loan, and other required supplements and cause such reproductions to be stored at [Insert Address] or any equivalent facility.

           E.   If requested in writing by LENDER, for any loans not originated by SERVICER for LENDER hereunder, SERVICER shall make a Full Note Examination or an Abbreviated Note Examination of the original promissory note and other loan documentation for each Account following receipt by SERVICER for servicing as requested by LENDER on Exhibit C (Note Examination Election). Following such initial election, LENDER may from time to time with SERVICER'S consent, which consent shall not be unreasonably withheld, select a different loan examination option for a particular set of loans or for all subsequent loans by making a new election with respect thereto or by other appropriate written notice to SERVICER.

           F.   By undertaking the loan examination and other duties provided above, SERVICER assumes no responsibility for the origination, disbursement, documentation or prior servicing of any loan (except to the extent that SERVICER performed or was obligated to perform any of these services hereunder), it being understood and agreed that the originator and/or prior servicer shall be responsible for all aspects of each loan prior to the date on which SERVICER is required to commence servicing of such loan hereunder. SERVICER shall not be liable in the overall conduct of the loan examination for the entire portfolio being purchased by LENDER for failure, despite its reasonable efforts, to detect any prior defect or note any exception during the loan examination process. In the event of any such defect or exception, LENDER shall exhaust all recourse and remedies against the original lender, prior servicer, or other responsible parties before asserting any claim against SERVICER related thereto. The microfilm or other reproduction of each borrower file made by SERVICER following delivery to SERVICER for servicing shall be prima facie evidence of the record of loan documentation received and reviewed by SERVICER.

           G.   SERVICER shall provide cure services for loans that are unguaranteed due to non-SERVICER errors, as provided in Exhibit D (Blanket Cure Terms).

           H.   If SERVICER reasonably determines that any Account has been rejected by a Guarantor and cannot, or is not to be cured hereunder, LENDER is responsible for providing direction to SERVICER upon SERVICER'S written request for the disposition of such Account, which shall remain on SERVICER'S servicing system pending such direction from LENDER. If LENDER instructs SERVICER to de-convert any Accounts, SERVICER shall promptly provide the following de-conversion services:

(i) SERVICER will purchase any loan which has been rejected by a guarantor due to any error in the origination or servicing of that loan, at a purchase price equal to par plus accrued interest thereon. Any files related to Accounts to be returned to LENDER shall be assembled in substantially the manner in which they were received by SERVICER, including any pertinent documents or information received or created by SERVICER during its servicing;

(ii) The files related to such Accounts shall be properly deposited in the U.S. Mail as certified or registered mail addressed to LENDER unless otherwise agreed by LENDER and SERVICER. SERVICER shall not be liable for any losses, costs or damages incurred by LENDER if files are lost after being properly deposited in the U.S. Mail. If so instructed by LENDER at any time, SERVICER shall procure at LENDER'S expense such available insurance coverage as LENDER may desire with respect to such shipments; and

(iii) A transmittal shall be provided by SERVICER to LENDER listing each Account and certain other mutually-agreeable Account information; and Each Account record shall be removed from the SERVICER servicing system.

De-conversion and file preparation and shipping fees as agreed to from time to time between SERVICER and LENDER shall apply to and shall be payable concurrently with any de-conversion of rejected Accounts as provided above, as well as any de-conversion of Accounts following any expiration or termination of this Agreement, or any other removal of Accounts from this Agreement; provided, however, that no such fees shall be charged for any de-conversion of Accounts upon termination of this Agreement pursuant to Section 5.A. (upon SERVICER breach), Section 5.C. (except for reimbursement of reasonable shipping charges as provided therein) or if such Account has been rejected due to SERVICER error in origination or servicing.

           I.   If any of the Accounts are guaranteed by a Guarantor which permits electronic interface, expedited, express claims filing or review processing SERVICER may participate therein on LENDER'S behalf. In such event, SERVICER is hereby authorized to enter into any participation agreement or similar documentation required by such Guarantor on LENDER'S behalf as its agent in order to participate therein.

           J.   In originating Consolidation Loans hereunder, SERVICER shall meet the servicing goals as set forth on Attachment 1 to Exhibit A (Consolidation Loan Origination Servicing Goals).

           K.   The terms and conditions of this Agreement shall be considered confidential. All materials, procedures, written instruments, files and records developed by either party specifically pursuant to this Agreement are and shall be treated as proprietary in nature. Each party to this Agreement has developed or may develop materials, procedures, written instruments, files, or records, which may be similar to those involved in this Agreement. Neither party to this Agreement shall have or acquire any proprietary or any other right whatsoever, unless required by law or other agreement, in any such materials, procedures, written instruments, files, or records developed by the other party. Neither party to this Agreement may benefit from, deal in, sell, license, publish, use, or otherwise exploit for any purpose those materials, procedures, written instruments, files, or records developed by the other party except as expressly provided in this Agreement. This Agreement shall not in any way restrict the right of each party, for its own exclusive benefit, to deal in, sell, license, publish, use, or otherwise exploit for all purposes those materials, procedures, written instruments, files, or records developed by it. SERVICER agrees that in performing its obligations under this Agreement, SERVICER shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third party who receives a financial institution's consumer or customer information, under the regulations implementing Title V of the Gramm-Leach-Bliley Act, Public Law 106-102 (the "GLB Privacy Regulations"), and other applicable federal consumer privacy acts, rules, and regulations. Without limiting the foregoing, SERVICER agrees (i) that it is prohibited from disclosing or using any "nonpublic personal information" (as defined in the GLB Privacy Regulations) disclosed or provided by the LENDER or on the LENDER's behalf to the SERVICER, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes and (ii) that it has and will maintain in place information security policies and procedures for protection such customer information that are designed to meet the objectives set forth in the "Interagency Guidelines Establishing Standards for Safeguarding Customer Information" that are part of the GLB Privacy Regulations.

           L.   The SERVICER shall not resign from the obligations and duties hereby imposed on it as SERVICER under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of SERVICER shall be communicated to the LENDER at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an opinion of counsel to such effect delivered to the LENDER concurrently with or promptly after such notice. No such resignation shall become effective until a successor sub-servicer shall have assumed the responsibilities and obligations of the SERVICER.

           M.   If any one of the following events (a "SERVICER Default") shall occur and be continuing:

(i) any failure by the SERVICER to deliver to an account, as specified in Section 3 herein, any payment required by this Agreement which continues unremedied for two business days after written notice of such failure is received by the SERVICER from the LENDER or the Trustee (as defined below), or after discovery of such failure by an officer of the SERVICER;

(ii) any failure by the SERVICER duly to observe or to perform in any material respect any other covenants or agreements of the SERVICER set forth in this Agreement, which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the SERVICER by the LENDER or the Trustee (as defined below);

(iii) the termination of this Agreement due to a breach hereunder by the SERVICER; or

(iv) (a) the institution and continuation of a proceeding or the filing of a petition under the Bankruptcy Code or otherwise against the SERVICER seeking the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the SERVICER or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the SERVICER or for any substantial part of its property, or ordering the winding-up or liquidation of the SERVICER's affairs, and such proceeding or petition, decree or order shall remain unstayed or undismissed for a period of 60 consecutive days or an order or decree for the requested relief is earlier entered or issued; or (b) the commencement and continuation by the SERVICER of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the SERVICER to the entry of an order for relief in an involuntary case under any such law, or the consent by the SERVICER to the appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for the SERVICER or for any substantial part of its property, or the making by the SERVICER of any general assignment for the benefit of creditors, or the failure by the SERVICER generally to pay its debts as such debts become due, or the taking and continuation of action by the SERVICER in furtherance of any of the foregoing.

2.   LENDER Obligations.

           A.   LENDER shall promptly transmit, within three (3) business days, or cause to be transmitted to SERVICER any material written communications it receives at any time with respect to any borrower's Account, including but not limited to letters, notices of death or disability, adjudications of bankruptcy and like documents, and forms requesting deferment of repayment or loan cancellations. SERVICER will have no liability for reliance upon information that would have been corrected by timely transmittal to it of any such written communication, and shall not bear any related servicing or other costs which reasonably could have been avoided thereby.

           B.   LENDER shall examine all reports submitted to it by SERVICER promptly upon receipt and promptly notify SERVICER of any discovered errors.

           C.   LENDER shall be responsible for assuring that the form documents to be used in the origination of the Accounts are in compliance with all applicable federal, state and local laws and regulations, including without limitation any consumer loan laws or disclosure requirements applicable thereto, and shall defend, indemnify and hold SERVICER harmless from any violation or non-compliance with any of the foregoing.

3.   Banking.

          A.    SERVICER shall establish, or cause to be established, disbursement bank accounts for loan origination. Such bank account shall be in a bank designated by SERVICER which is reasonably acceptable to LENDER. Funding of said account shall be by wire transfer on a schedule which complements the mutually agreed upon disbursement schedule. Based on a written funding request to be delivered by SERVICER, LENDER shall initiate transfer of funds to a SERVICER-designated bank account at least one day prior to funding. The parties acknowledge and agree that in keeping with customary industry practice, the funding of Consolidation Loans may occur hereunder prior to obtaining the guarantee on such loan from the applicable Guarantor and SERVICER shall not be liable to LENDER for any subsequent failure or inability to obtain or collect any guarantee on a Consolidation Loan except and only to the extent such failure or inability is directly and primarily due to SERVICER'S negligence or willful misconduct.

          B.    All borrower and other remittances shall be deposited to a SERVICER account at a remittance banking/lock box facility at a bank selected by SERVICER which is reasonably acceptable to LENDER, with all earnings on such account being retained by SERVICER. Such remittances shall be promptly processed and posted to borrower Accounts and the associated funds shall be transferred to LENDER by ACH or wire transfer within two (2) business days.

4.   Charges.

          A.    LENDER shall pay SERVICER for services rendered in the prior month according to the schedule of fees agreed to from time to time between SERVICER and LENDER, within thirty (30) days after receipt of an invoice sent by SERVICER to LENDER. Payments become delinquent if not received by SERVICER within thirty (30) days from the invoice date, or thirty (30) days from the date of receipt, whichever is later, and thereafter shall incur a late charge of ten percent (10%) per annum of the outstanding amount due.

          B.    In addition to any other servicing fees or expense reimbursements to which SERVICER shall be entitled under this Agreement, LENDER agrees to reimburse SERVICER for (i) any sales or use taxes or similar taxes now or hereafter imposed upon any goods or services provided by or activities of SERVICER hereunder, and (ii) any expenses which SERVICER incurs as a result of any additional work required due to any transfer of the guarantee on serviced loans to a new or successor Guarantor, or any Guarantor error, or any testing, reconciliation or remediation project or other non-routine activity required by the particular needs of Guarantor or LENDER or resulting from third party errors.

          C.    In the event of any good faith dispute by LENDER regarding any amount billed by SERVICER, LENDER may by written notice to SERVICER detailing the grounds for the dispute withhold payment of such disputed amount for a reasonable period pending resolution of the dispute, but shall pay the undisputed portion billed when and as due. If the dispute has not been mutually resolved within sixty (60) days after the date initially due, LENDER shall deposit the withheld amount into an independent escrow reasonably satisfactory to SERVICER pending mutual agreement or court decision regarding proper disposition of such funds. Failure of LENDER to pay the undisputed portion of a billing or to place any disputed amount in escrow as provided above shall constitute a default hereunder. SERVICER shall have the right to offset any amounts due from SERVICER to LENDER against the servicing fees or other amounts due SERVICER hereunder.

5.   Term and Termination.

          A.    Unless this Agreement is terminated as set forth in this Section 5, this Agreement shall last until payment in full of the last student loan being serviced hereunder. Either party may terminate this Agreement before its expiration upon a material breach by the other party, if such breach has not been cured within thirty (30) days after written notice of such material breach has been sent to the other party, which written notice shall specify in reasonable detail the alleged breach and reference this provision. SERVICER shall cooperate and facilitate the transfer of Accounts to successor loan servicer regardless of reason for termination.

          B.    In the event of changes in the Higher Education Act, Guarantor Regulations, or other current or future law, regulation or other requirement applicable to the serviced loans, including without limitation, any changes in any interpretation, claims review or enforcement policies, procedures or practices with respect thereto (and including, without limitation, implementation or enforcement of third-party servicer regulations promulgated by the Department), which in SERVICER'S reasonable determination expose SERVICER to materially increased risk of liability to the Secretary of Education, LENDER or any other party, impose materially increased duties or obligations upon SERVICER, cause SERVICER to incur materially additional expense, or materially restrict or derogate from SERVICER'S indemnification rights or liability limitations under this Agreement, SERVICER shall have the right, at its option, to (i) terminate this Agreement upon 180 days' prior written notice to LENDER, or (ii) propose to LENDER an amendment to this Agreement which in SERVICER'S reasonable judgment appropriately addresses the increased risk, duties or obligations (which may include an adjustment to SERVICER'S fees and/or expense reimbursements), and if the parties are unable to agree upon such amendment within thirty (30) days after the same is submitted to LENDER, SERVICER shall be entitled to terminate this Agreement upon 180 days' prior written notice to LENDER. SERVICER shall not be entitled to charge any de-conversion fees hereunder in connection with the de-conversion of LENDER'S loans from SERVICER'S system following any termination by SERVICER under this Section 5.B, but SERVICER shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs.

          C.    In the event that SERVICER announces or actually commences a wind-down of its servicing activities for the purpose of exiting the student loan servicing business, LENDER shall have the right, at its option, to terminate this Agreement upon 30 days' prior written notice to SERVICER. In such event SERVICER shall not be entitled to charge any de-conversion fees hereunder in connection with the de-conversion of LENDER'S loans from SERVICER'S system following any termination by SERVICER under this Section 5.C, but SERVICER shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs.

          D.    Upon receipt by the SERVICER of notice of termination or the resignation by the SERVICER in accordance with the terms of this Agreement, the SERVICER shall continue to perform its functions as SERVICER under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (x) the date 120 days from the delivery to the LENDER of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (y) the date upon which the SERVICER shall become unable to act as SERVICER as specified in the notice of resignation and accompanying opinion of counsel. In the event of the termination hereunder of the SERVICER, the LENDER shall appoint a successor sub-servicer.

6.   Examination of Records.

LENDER or its agent shall have the right, at reasonable hours and under reasonable circumstances on a mutually-agreeable schedule, to examine all LENDER'S assigned student loan records and material serviced by SERVICER that it deems necessary to determine compliance with this Agreement, the HEA, applicable laws, financing agreements or due diligence. SERVICER shall submit to like examination by any governmental agency or authority having supervisory jurisdiction over LENDER.

7.   Exclusion of Warranties and Limitations of SERVICER'S Liability.

          A.    SERVICER shall be entitled to reasonably rely upon any information or data supplied to it by LENDER, any party on LENDER'S behalf, or any third party normally relied upon by servicers in the student loan industry, and shall have no liability for any error or loss caused by such information or data being incomplete or inaccurate. SERVICER shall not be responsible for reviewing and verifying the compliance of forms and processes prescribed by the Secretary or Guarantor with applicable state and federal laws and regulations, and SERVICER shall be fully entitled to rely upon and use such materials and processes, unless notified to the contrary by LENDER, and shall have no liability for any damages or loss resulting from such use absent such notice.

          B.    SERVICER shall use due care and diligence in performing its services in a timely manner consistent with the applicable student loan program as reasonably interpreted and understood by SERVICER. SERVICER hereby excludes and disclaims any and all other warranties with respect to its services under this Agreement, and no employee, agent or representative of SERVICER has the authority to bind SERVICER to any other oral or written representation or warranty. LENDER will review all processing output, reports and other information provided to it by SERVICER and will use due care and diligence to detect and notify SERVICER of any errors therein which LENDER discovers. Upon prompt notification to or discovery by SERVICER of any processing error or data inaccuracy, SERVICER shall re-perform any processing to the extent necessary and notify LENDER, without charge if SERVICER is at fault and otherwise at a rate equal, in SERVICER'S best and reasonable judgment, to the greater of its original charge for such processing or its direct and allocated indirect cost of such reprocessing. SERVICER agrees to provide, if necessitated by the nature of the data submitted, such evidence as LENDER may reasonably require which will verify the complete and proper execution of the corrections.

          C.    SERVICER shall be entitled to cure at its own expense any error or omission in the performance of its duties under this Agreement by the reperformance of such duties to the extent such reperformance will reasonably eliminate or mitigate any losses to LENDER caused by such error or omission.

          D.    Notwithstanding the form in which any legal or equitable action may be brought, whether in contract, tort, negligence, strict liability or otherwise, SERVICER'S liability, if any, arising out of or in any way related to any act or omission by SERVICER in connection with this Agreement or its services hereunder, including but not limited to errors solely due to SERVICER, its equipment, operators, programmers, or program, shall be limited to direct losses of principal and interest on rejected claims or otherwise resulting directly and solely from SERVICER'S negligence or willful misconduct. In the event a loan is rejected by a Guarantor directly or solely due to SERVICER'S negligence or willful misconduct, and SERVICER is unable to cure the loan within twelve (12) months of the final reject date, SERVICER shall reimburse LENDER for all principal and accrued interest loss thereon (including such loss during the period of non-guarantee) by the end of the thirteenth (13th) month following the final reject date, and the loan shall thereupon be assigned and transferred to SERVICER or its designee, and this shall be the sole and exclusive remedy of LENDER relating to such occurrences.

          E.    Notwithstanding any other provision of this Agreement, SERVICER'S liability, if any, arising out of or in any way related to any act or omission by SERVICER in connection with any loans which (i) entered repayment status prior to the date that SERVICER assumes servicing responsibility, or (ii) have previously been cured following non-SERVICER servicing error, shall be limited to general money damages in an aggregate amount with respect to any Account not to exceed the amount paid for SERVICER'S services by LENDER with respect to such Account, and this shall be the sole and exclusive remedy of LENDER relating to such occurrences.

          F.    SERVICER shall have no liability for its failure to comply with any law, rule, regulation or other requirement applicable to any of the serviced loans, including without limitation any change in any interpretation, claim reviews or enforcement policies, procedures or practices with respect thereto, (i) which was not articulated in writing or actually made known to SERVICER or the student loan servicing industry generally a reasonable period in advance of its implementation, (ii) which is inconsistent with general industry practices or prior Guarantor conduct or requirements unless and until SERVICER shall have been notified thereof and had a reasonable opportunity to comply with such new requirement and then only with respect to servicing performed after the date thereof (i.e. not on a retroactive basis with respect to servicing which has previously occurred based upon prior requirements), or (iii) during any period in which the Department and/or any Guarantor shall have indicated that it will not enforce any such requirement, even if such requirement may legally be in effect.

          G.    In no event, regardless of SERVICER'S ability to reperform or cure any error, shall SERVICER be liable under any circumstances, (i) for any incidental, indirect, special, punitive or consequential damages, or (ii) for failure to provide services herein for reasons beyond its reasonable control, or (iii) for any violation of applicable law, regulation or other requirement under this Agreement, where SERVICER'S action or inaction was not negligent as determined by reference to legally relevant factors (including without limitation general industry standards in effect at such time), or (iv) for any losses, liabilities or expenses directly or indirectly arising in whole or in part from or relating to any Guarantor error, or (v) for any losses, liabilities or expenses directly or indirectly arising in whole or in part from or relating to any data transmission or electronic data interchange (EDI) failure or error not primarily due to SERVICER'S negligence, or (vi) for the uncollectibility or non-payment of any amounts payable on or with respect to Accounts serviced hereunder, or the failure of any Guarantor to pay any claim on a loan Account for any reason (including but not limited to the bankruptcy or insolvency of the Guarantor) except where the uncollectibility or failure to pay such claim is directly and solely as a result of SERVICER'S negligence or willful misconduct as provided hereinabove. These limitations on SERVICER'S liability and exclusion of damages are independent of any other remedy or provision herein and shall not be affected by SERVICER'S inability to reperform or cure any error or any failure of any other remedy or provision.

          H.    SERVICER'S sole liability under or in connection with this Agreement or its services, whether in contract, tort, negligence, strict liability, pursuant to violation of statute or regulation, or under any other theory, shall be limited as provided in this Section 7 and Section 8, and the provisions hereof shall constitute the sole and exclusive remedy of LENDER for breaches hereof by SERVICER.

          I.    No claim or action, regardless of form, arising out of or in any way related to any act or omission by SERVICER in connection with this Agreement or its services hereunder shall be brought by LENDER more than one year after LENDER discovers the act or omission by SERVICER giving rise to such claim or action. In the case of rejected claims filed by LENDER due to SERVICER negligence or willful misconduct, such one-year period shall commence at the end of the 13th month following the final reject date.

          J.    The parties agree that the foregoing provisions shall survive the termination of this Agreement and have been reflected in the amount of the charges payable by LENDER to SERVICER for the Service, are an essential part of the basis for the bargain between the parties, and that SERVICER would not have entered into this Agreement but for such provisions.

8.   Indemnification.

          A.    If SERVICER or LENDER is required to appear in or is made a defendant in any legal action or other proceeding commenced by a borrower or other third party with respect to any loan Account for which services are provided hereunder, subject to the limitations contained in this Agreement, LENDER shall defend and indemnify SERVICER against, and hold it harmless from, all claims, losses, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising thereunder, unless and until a final judgment is entered by a court properly holding that the claim or action resulted directly and from the negligence or willful misconduct by SERVICER under this Agreement, in which case SERVICER shall thereafter defend and indemnify LENDER against, and hold it harmless from, all claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from such negligence or willful misconduct (subject to Section 7 above). In particular, without limiting the foregoing, it is understood that SERVICER shall be entitled to a defense and indemnity as provided above where a student alleges that he or she did not receive a proper education and/or was defrauded by the school or lender, or that a prior or subsequent servicer or collection agency committed any error or misconduct or violated any law or regulation.

          B.    Notwithstanding the foregoing, SERVICER will further defend, indemnify and save LENDER harmless from and against any and all claims, losses and liability relating to (i) any infringement or threatened infringement of any patent, copyright trademark, trade secret or other proprietary rights of any third party, or (ii) any physical loss or damage to property of a third party, or (iii) any loss or damage arising from bodily injury, including death, when such loss or damage is caused by the negligent acts, omissions or intentional wrongdoing of SERVICER, its employees, subcontractors or agents and which arise out of the performance of this Agreement, provided that (a) LENDER gives SERVICER prompt written notice of any such claim of loss or damage and, (b) if such loss or damage involves claims by third parties, LENDER allows SERVICER to control, and reasonably cooperates with SERVICER in, any related defense and all related settlement negotiations.

9.   Contingency Plan.

SERVICER shall maintain a reasonably comprehensive contingency plan for disaster recovery and continued servicing of the Accounts (the "Plan") and allow LENDER to review such Plan at SERVICER'S site. Such review shall be no more frequently than on an annual basis or within sixty (60) days of implementing any material changes to the Plan.

SERVICER shall back-up its servicing system software and production data at least once each business day and maintain copies of such software and data at LENDER'S offices in San Diego, California and at a third-party storage facility.

10.   Financial and Administrative Responsibility.

          A.    Each party hereto represents that it is currently in compliance with, and agrees to maintain its compliance with, all financial and administrative responsibility standards or requirements which may be established from time to time by the Department or any Guarantor for participation in the Title IV, Higher Education Act programs for which SERVICER provides services hereunder. Each party shall have the right to terminate this Agreement upon ninety (90) days' written notice to the other in the event that the Department's financial or administrative responsibility standards or requirements are hereafter changed and as a result such party does not thereafter satisfy such standards or requirements.

          B.    SERVICER agrees to provide LENDER with annual consolidated audited financial statements, as soon as the same are made available to SERVICER during the term of this Agreement.

          C.    SERVICER agrees to maintain, insurance of bonds and other insurance in full force and effect at all times during the term of this Agreement that meet the following requirements: (i) a fidelity bond (or direct surety bond) with a policy limit of not less than $50,000,000, a deductible of not more than $1,000,000 and per occurrence coverage of not less than $50,000,000; and (ii) an errors and omissions policy with a policy limit of not less than $50,000,000 in the aggregate per occurrence (with no per occurrence coverage minimum), and a deductible of not more than $1,000,000. A copy of the certificate of insurance for such policies shall be provided at LENDER'S request.

11.   Audits; Certificate of Compliance.

SERVICER agrees to provide LENDER with (i) a copy of SERVICER'S annual SAS 70 servicer audit, the first of which will occur in 200_, without charge, and (ii) a copy of SERVICER'S Lender Audit Guide audit report, as required by the Department under the Act, at a prorated charge consistent with the manner charged by SERVICER generally to its other clients.

LENDER acknowledges that SERVICER shall have the right and obligation to cooperate fully with independent auditors, the Secretary of Education, the Department's Inspector General, the Comptroller General of the United States, and any applicable Guarantor, LENDER'S banking institutions and audit firms, or their authorized representatives, in the conduct of audits, investigations, and program reviews with respect to LENDER or the Title IV, Higher Education Act programs administered by SERVICER for LENDER, as authorized by law. Furthermore, LENDER agrees to provide SERVICER with written notice and copies of all audit reports or findings (preliminary or final) relating to SERVICER'S administration of any aspect of such program for LENDER, as soon as such audit reports or findings are available to LENDER. LENDER further agrees to indemnify and hold SERVICER harmless from the cost of cooperating with, responding to or appealing any such audit report or finding (including any reasonable cost of an attestation engagement performed for any such response or appeal, attorneys' fees and costs), unless such audit was caused by any SERVICER misconduct.

SERVICER will provide an annual certificate of compliance, signed by an authorized officer, stating, (a) A review of the SERVICER's activities during the reporting period and of its performance under this Agreement has been made under such officer's supervision and (b) To the best of such officer's knowledge, based on such review, the SERVICER has fulfilled all of its obligations under this Agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

12.  Waiver of Jury Trial.

THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCH OTHER DOCUMENT OR AGREEMENT OR THE SERVICES AND TRANSACTIONS RELATED HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

13.   Miscellaneous.

          A.    All specifications, tapes, data cards, programs, forms and procedures used or developed by SERVICER in connection with this Agreement (except those supplied by LENDER) shall be and remain the sole property of SERVICER.

          B.    All information belonging to LENDER shall be retained by SERVICER in confidence. SERVICER shall not use, make, and/or maintain a list of LENDERS Account names, addresses, and/or account numbers for any purpose other than fulfillment of its duties as SERVICER under this Agreement. Upon termination or expiration of this Agreement, SERVICER shall de-convert the loan Accounts as provided in Section 1.H above. This provision shall survive termination of this Agreement.

          C.    This Agreement and its performance shall be governed by the internal laws of the State of ________.

          D.    This Agreement may not be assigned except to an entity succeeding to substantially all of the business or assets of the assigning party, with written notice to the other party; provided, however, that LENDER may collaterally assign its interest hereunder to an affiliate or to a trustee under an indenture pursuant to which the Lender or such affiliate incurs indebtedness (the "Trustee"). The Trustee shall be a third party beneficiary hereof, entitled to enforce the provisions of this Agreement against SERVICER.

          E.    SERVICER reserves the right to change any part or all of the Service; provided, however, that such change shall not abrogate or in any way modify the substantive provisions of, and general duties of SERVICER under, this Agreement.

          F.    LENDER agrees to provide SERVICER upon request with LENDER'S current financial statements and such other financial information as SERVICER may request from time to time.

          G.    If either party is rendered unable, wholly or in part, to carry out its obligations under this Agreement (other than the payment of money) by reason of any act of God, civil disturbance, strike or labor unrest, breakdown or interruption of power or communications systems, computer or other equipment failure, failure of subcontractors or suppliers, or other circumstances or event outside such party's reasonable control (whether or not similar to the foregoing), the obligations of such party shall be suspended to the extent thereof, and such party shall not be liable to the other party for any non-performance hereunder or incomplete performance as a result of such occurrence, and in any case SERVICER shall undertake all reasonable and necessary actions to restore servicing operations as quickly as possible.

          H.    This Agreement supersedes any prior agreement and contains the entire agreement of the parties on the subject matter hereof. No other agreement, statement or promise made by any party to any employee, officer or agent of the other party to this Agreement, or any other person, that is not in writing and signed by both parties to this Agreement, shall be binding upon them. No waiver, alteration or modification of the Agreement shall bind SERVICER or LENDER unless in writing and duly executed by SERVICER and LENDER.

          I.    In the event any Account is transferred off SERVICER'S servicing system, whether in connection with a termination or expiration of this Agreement, a sale of Accounts, or otherwise, unless otherwise expressly provided herein or agreed in writing at the time of such transfer off, LENDER agrees to pay SERVICER the de-conversion and file preparation and shipping fees agreed to from time to time between SERVICER and LENDER.

          J.    Any notice required under this Agreement shall be in writing and shall be effective upon personal delivery or facsimile transmission or upon receipt after being sent by Federal Express or mailed by registered or certified mail, return receipt requested, postage pre-paid, addressed as follows: if to SERVICER, at [Servicer], [Address] Attention: [Name, Title], or if to LENDER, at the address for LENDER set forth in SERVICER'S records for delivery of reports hereunder. Each party may specify a different address by sending to the other written notice of such different address as provided herein.

          K.    The section captions in this Agreement are for convenience only and will not be deemed part of this Agreement or used in the interpretation thereof. Both parties and their counsel have participated in the preparation, drafting and negotiation of this Agreement. Accordingly, this Agreement shall be construed according to its fair language and any ambiguities shall not be resolved against either party as the drafting party.

          L.    The invalidity, illegality or unenforceability of any provision or term of this Agreement in any instance shall not affect the validity or enforceability of such provision in any other instance or the validity or enforceability of any other provision, and each such provision shall be enforced to the fullest extent possible.

          M.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

14.   SERVICER Representations and Warranties.

SERVICER hereby represents and warrants to LENDER the following:

(i) SERVICER is a [type of organization] duly organized, validly existing and in good standing under the laws of the State of __________, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction -where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. SERVICER is eligible as a third party servicer to service LENDER'S loans under the Higher Education Act and applicable Guarantor Rules and Regulations.

(ii) SERVICER has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement.

(iii) This Agreement has been duly authorized, executed and delivered by SERVICER and constitutes a valid, legal and binding agreement of SERVICER, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by SERVICER of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of SERVICER, (ii) any laws applicable to SERVICER in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject.

(iv) SERVICER owns or has the right to use the Services including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party.

(v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of SERVICER'S knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement.

15.   Reports. The LENDER and SERVICER acknowledge and agree that the purpose of this Section 15 is to facilitate compliance by the LENDER with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission. Neither the LENDER nor the SERVICER shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act of 1933, as amended, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. The SERVICER acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Securities and Exchange Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the LENDER in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the SERVICER shall cooperate fully with the LENDER, to deliver to the LENDER (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the LENDER to permit the LENDER to comply with the provisions of Regulation AB.

The LENDER (including any of its assignees or designees) shall cooperate with the SERVICER by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the LENDER's reasonable judgment, to comply with Regulation AB.

If so requested by the LENDER for the purpose of satisfying its reporting obligation under the Exchange Act, the SERVICER shall (i) notify the LENDER in writing of any material litigation or governmental proceedings pending against the SERVICER and (ii) provide to the LENDER a description of such proceedings, affiliations or relationships.

As a condition to the succession to the SERVICER by any person (i) into which the SERVICER may be merged or consolidated, or (ii) which may be appointed as a successor to the SERVICER, the SERVICER shall provide to the LENDER, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the LENDER of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the LENDER all information reasonably requested by the LENDER in order to comply with its reporting obligation under Item 6.02 of Form 8-K.

In addition to such information as the SERVICER is obligated to provide pursuant to other provisions of this Agreement, if so requested by the LENDER, the SERVICER shall provide such information regarding the performance or servicing of the Financed Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

On or before March 31 of each calendar year, commencing in 20__, the SERVICER shall deliver to the LENDER a statement of compliance addressed to the LENDER and signed by an authorized officer of the SERVICER, to the effect that (i) a review of the SERVICER's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the SERVICER has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

On or before March 31 of each calendar year, commencing in 20__, the SERVICER shall:

(i) deliver to the LENDER a report (in form and substance reasonably satisfactory to the LENDER) regarding the SERVICER's assessment of compliance with the Servicing Criteria (as defined on Exhibit F hereto) during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the LENDER and signed by an authorized officer of the SERVICER, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit F attached to this Agreement; and

(ii) deliver to the LENDER a report of a registered public accounting firm, that attests to, and reports on, the assessment of compliance made by the SERVICER and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

The items set forth in clauses (i) and (ii) above will not be required unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Financed Student Loans.

Executed as of the day and year first above written.

[Servicer]

By: ________________________

Name: _________________
Title: _________________ College Loan Corporation

By: ________________________

Name: _________________
Title: _________________

EXHIBIT A
ORIGINATION SERVICES

Consolidation Loan Origination Servicing Goals

SERVICER shall ensure compliance with the Rules and Regulations governing the FFEL Program in performing the following application processing and loan origination services for LENDER:

• Open, date-stamp, scan and image incoming mail.

• Manually enter or electronically process all application and related documents into the Loan Origination System.

• Validate applications for completeness and accuracy.

• Attempt to obtain information for incomplete applications by telephone, email or U.S. Mail.

• Transmit loans to the Guarantor and receive approved/rejected loans. Resolve or cancel rejected guarantee requests.

• Obtain school certification as required under the rules and regulations governing the Program.

• Process loan cancellations and refunds from schools or borrowers.

• Disburse loan proceeds as scheduled by Lender and/or schools and in accordance with the rules and regulations governing the Program.

• Transfer loan files to the appropriate loan servicer.

• Perform Guarantor reporting on behalf of the Lender and in compliance with the applicable Guarantor program requirements.

• Borrower files will be secured and fire protected to the degree it will not obstruct processing during the Origination process.

• Respond to telephone and written inquiries from borrowers and schools.

• All other origination activities required of a lender under the HEA and Guarantor Regulations within the scope of Servicer's responsibilities hereunder.

• Ensure that all required guarantees are obtained and maintained.

EXHIBIT B
POST-ORIGINATION SERVICES

SERVICER shall ensure compliance with the Rules and Regulations governing the FFEL Program in performing the following interim and repayment servicing functions for LENDER:

• Receive and load disbursed loan records onto loan servicing system from loan origination system. Establish quality control measures to ensure that all loan records are properly accounted for.

• Conduct a promissory note examination as directed by LENDER.

• Generate a receipt of loans received to loan originator.

• Work with borrower, school and/or lender to resolve any incomplete or invalid promissory notes or incomplete electronic loan records.

• Seek and process enrollment data from National Student Loan Clearinghouse and other sources on a schedule as defined by Program Regulations.

• Convert loans into repayment in accordance with Program requirements.

• Generate and mail borrower repayment disclosure.

• Perform all required due diligence activities (including phone calls, letters, final demand notices, skip tracing, request for pre-claims assistance and claim filing).

• Submit quarterly LaRs reporting to U.S. Department of Education.

• Meet all guarantor and NSLDS reporting requirements.

• Ensure timely processing of borrower payments.

• Support all Program sanctioned repayment plans and deferment and forbearance options.

• Record-keeping and accounting functions are performed as part of the Service. A series of monthly reports shall be provided to LENDER regarding the status of its loans.

EXHIBIT C
NOTE EXAMINATION ELECTION

LENDER hereby makes the following election with respect to any Note Examination or other document examination to be performed by SERVICER in connection with loan files to be serviced by SERVICER hereunder:

SERVICER ENCOURAGES ALL LENDERS TO HAVE A NOTE EXAMINATION PERFORMED UPON ALL NON-SERVICER ORIGINATED FILES TO BE DELIVERED TO SERVICER FOR SERVICING, SO AS TO MINIMIZE TO THE EXTENT POSSIBLE THE LIKELIHOOD OF LOSSES OR OTHER SERVICING PROBLEMS WHICH MAY RESULT FROM MISSING OR INADEQUATE LOAN DOCUMENTATION. IF LENDER ELECTS NOT TO HAVE A NOTE EXAMINATION, LENDER THEREBY AGREES TO ACCEPT FULL RESPONSIBILITY FOR ANY LOSSES OR SERVICING ERRORS WHICH RESULT IN WHOLE OR IN PART FROM MISSING OR INADEQUATE LOAN DOCUMENTATION. NOTWITHSTANDING LENDERS ELECTION, SERVICER'S LIABILITY FOR ANY LOSSES ARISING FROM ITS FAILURE TO DETECT MISSING, INCOMPLETE INACCURATE, OR ERRONEOUS DATA OR DOCUMENTS SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SPECIFIED IN SECTIONS 1.F AND 7 OF THE SERVICING AGREEMENT.

FULL NOTE EXAMINATION. If LENDER has elected Full Note Examination, SERVICER agrees to undertake a general review in accordance with standard industry practice of the loan documentation listed on note examination checklists to be generated by SERVICER and approved by LENDER. By undertaking such review, however, SERVICER does not guarantee or assure the genuineness, accuracy, completeness or compliance of such documentation with any contract or with applicable law and regulation.

ABBREVIATED NOTE EXAMINATION. If LENDER has elected Abbreviated Note Examination, SERVICER agrees to undertake a general review in accordance with standard industry practice of the loan documentation listed for the categories of data selected by LENDER from note examination checklists to be generated by SERVICER and approved by LENDER. By undertaking such review, however, SERVICER does not guarantee or assure the genuineness, accuracy, completeness or compliance of such documentation with any contract or with applicable law and regulation. LENDER acknowledges and agrees that it shall be responsible for any losses or servicing errors which result in whole or in part from missing or inadequate loan documentation which might have been discovered in a Full Note Examination.

NO NOTE EXAMINATION. By electing and instructing SERVICER not to undertake any Note Examination or other document examination prior to commencing servicing, LENDER acknowledges and agrees that LENDER assumes the risk and full responsibility for missing or inadequate loan documentation and for any losses or servicing errors that might have been avoided had a Full Note Examination been undertaken, and agrees that SERVICER shall not be liable under any circumstances for any such losses or servicing errors.

EXHIBIT D
BLANKET CURE TERMS

The following Blanket Cure Terms shall apply between LENDER and SERVICER when in the course of its servicing, SERVICER submits claims to Guarantors which are rejected by the Guarantor for servicing errors which occurred prior to SERVICER'S servicing or for which SERVICER is otherwise not liable under the Servicing Agreement.

1.        Cure Services for Rejected Account(s)

A. For any Account rejected by the Guarantor in whole or in part because of servicing error which occurred prior to SERVICER'S servicing or for which SERVICER is otherwise not liable under the Servicing Agreement, SERVICER and/or an outside collection agency selected by SERVICER will attempt to reinstate the guaranty (cure) on the Account under the terms and conditions specified below and for the fees specified herein.

B. Cure services shall generally include:

(1) Using best efforts to locate the borrower in the event the borrower's address is invalid;

(2) Upon location, certifying, in a manner acceptable to the Department and the applicable Guarantor, that the borrower has been located in the event a "locate cure" is required;

(3) Performing all written and telephone contacts as required for locate cure by the Department and the Guarantor necessary to claim file the Account with the Guarantor; and/or

(4) Using best efforts to cause the borrower to make one full payment or return a signed repayment obligation ("RO") in the event a "payment or RO cure" is required.

C. SERVICER will use best efforts to undertake such cure services within 30 days of receipt of a rejected Account. If SERVICER is unable to cure the Account within an approximate 45-day period following commencement of cure services, or if SERVICER in its sole judgment determines not to attempt to cure the Account itself, SERVICER will place the Account with a 1st placement" outside collection agency for a period generally not longer than 180 days. If the "1st placement" collection agency is unable to cure the Account within the specified time frame, SERVICER will then place the Account with a "2nd placement" collection agency for a period generally not longer than 270 days. If the "2nd placement" collection agency is unable to cure the Account within the specified time frame, SERVICER will then place the Account with a "3rd placement" collection agency for a period generally not longer than an additional 270 days. Following placement with any outside collection agency, SERVICER shall only be responsible for administrative services in interfacing with such agency on the Accounts involved. SERVICER shall not have any responsibility for training or otherwise supervising the outside collection agency or its personnel.

D. For the cure services specified herein, LENDER shall pay to SERVICER a fee for each Account cured as agreed to from time to time between SERVICER and LENDER.

E. If LENDER wishes SERVICER to arrange on LENDERS behalf for additional collection agency services on rejected Accounts for which no cure is successfully accomplished hereunder, the terms applicable thereto are set forth in Exhibit D-1. If no Exhibit D-1 is attached, SERVICER shall not provide such services.

2.        Limitations on SERVICER'S Liability

A. LENDER acknowledges that in placing Accounts with outside collection agencies, SERVICER is merely providing an administrative service to LENDER. Accordingly, SERVICER does not guarantee the success of its or any outside collection agency's cure efforts and shall not otherwise be responsible for the failure of any cure efforts to reinstate or obtain payment of any Account. SERVICER makes no warranties or representations, expressed or implied, regarding the cure services or the outside collection agencies used.

B. Subject to the provisions set forth herein, in the event of any error by SERVICER for which SERVICER would be liable under the Servicing Agreement, SERVICER shall be responsible only for reperformance of any cure activity or erroneous processing to the extent practicable and necessary without charge to LENDER. With respect to cure services under this Exhibit, SERVICER shall not otherwise be liable for damages or other monetary relief except in the case of SERVICER'S gross negligence or willful misconduct.

C. SERVICER shall not under any circumstances, regardless of any failure of the foregoing remedies, be liable for (i) the error or misconduct of any outside collection agency, or (ii) for losses or damages caused by circumstances or events beyond SERVICER'S reasonable control, or (iii) for any special, indirect, incidental, punitive, or consequential damages of any nature.

3.        Exclusions and De-conversion

LENDER hereby gives approval for SERVICER to undertake the cure services outlined in Section 1 of this Exhibit on Accounts with a principal balance outstanding (PBO) of $500 or greater. Accounts with PBO's less than the aforementioned amount or Accounts which are not successfully cured within the time frames described above will be de-converted for the fees specified in the Servicing Agreement.

4.        Incorporation by Reference The terms of the Servicing Agreement are incorporated herein by reference and shall be applicable to the cure services contemplated by this Exhibit, to the extent not inconsistent with or contrary to any provision herein.

EXHIBIT E
PLUS CREDIT REVIEW SERVICES TERMS

SERVICER shall provide the following PLUS Credit Review Services, subject to all of the terms and conditions of the Servicing Agreement to which this Exhibit E is attached.

1. Definitions

A.      As used herein the following words shall have the meanings respectively indicated:

"Adverse Credit" or "Adverse Credit history" means that the credit history of an applicant reflects any condition or event which would at the time of such Loan Application disqualify the Applicant from eligibility for a PLUS Loan under the Higher Education Act or any applicable Guarantor Regulations. As of the effective date hereof, each of the following is understood to be a disqualifying Adverse Credit item which will be identified by SERVICER on its credit review reports:

(a) any account or debt shown on the Applicant's credit report is ninety (90) or more days delinquent as of the date of the credit report; or

(b) at any time during the five (5) years preceding the date of the credit report, the Applicant has been the subject of a default determination, bankruptcy discharge, foreclosure, repossession, tax lien, wage garnishment, or write- off of a Higher Education Act, Title IV debt.

"Applicant" means an individual who has submitted a Loan Application to LENDER.

"Borrower" means an individual who is the maker or co-maker of a promissory note and who obtains a PLUS Loan from LENDER in accordance with the Higher Education Act and any applicable Guarantor Regulations.

"Educational Institution" means any institution of postsecondary education which is an "eligible institution" under the Higher Education Act and is eligible under any applicable Guarantor Regulations.

"Loan Application" means the application for a PLUS Loan, which application must be executed by a prospective Borrower, certified by an Educational Institution, and accepted by LENDER.

"PLUS Loan" means a loan made under the Federal PLUS Program established under the Higher Education Act.

"Servicing Agreement" shall mean the Servicing Agreement between SERVICER and LENDER to which these PLUS Credit Review Services Terms are attached, or to which they relate.

B.      Any other capitalized terms used herein shall have the same meanings as set forth in the Servicing Agreement, unless the context otherwise requires.

2. Credit Review Services A. SERVICER and LENDER hereby agree to a PLUS credit review services arrangement whereby—

(1) LENDER agrees to make PLUS Loans to individuals eligible to be Borrowers pursuant to the terms of the Higher Education Act and any applicable Guarantor Regulations;

(2) SERVICER agrees to act as an agent of LENDER for the receipt, evaluation, handling and maintenance of certain PLUS Loan credit information on behalf of LENDER, in order to assist LENDER in making decisions with respect to the approval or denial of PLUS Loans consistent with the terms of the Higher Education Act and any applicable Guarantor Regulations; and

(3) LENDER makes the final lending decision, in accordance with the procedures established herein and such credit history appeal processes (relating to credit report errors or extenuating circumstances) as may be further determined by LENDER.

B.      SERVICER agrees to provide the following credit review services on behalf of LENDER:

(1) Review Loan Applications for information required by credit bureaus for performing a credit check. In this regard, LENDER shall assure that all Loan Applications with co-Applicants shall include the social security number of each Applicant. LENDER or the Educational Institution of the Applicant(s) will be contacted if additional information is required.

(2) Generate and submit to a national credit bureau appropriate Applicant information for the purpose of obtaining credit information for each Applicant.

(3) Receive and evaluate a credit report from a national credit bureau for each Applicant. SERVICER shall be entitled to rely upon all information given to SERVICER by a national credit bureau and shall not be liable or responsible in any manner for any inaccuracy or error contained in the credit report obtained by SERVICER on LENDER'S behalf from a national credit bureau.

(4) Identify each Applicant for a PLUS Loan who does not have an Adverse Credit history by generating and providing to LENDER a disbursement report related to loan origination.

(5) Identify each Applicant for a PLUS Loan who has an Adverse Credit history by generating and providing to LENDER a credit review report which: a. Lists the name, address, and social security number of each Applicant who has an Adverse Credit history; b. Lists the Adverse Credit factors found on the Applicant's credit bureau report which, absent extraordinary circumstances, require credit denial; and c. Provides the name and address of the credit bureau accessed for the Adverse Credit history information.

(6) Generate and mail to the Applicant an "adverse action" letter on behalf of LENDER and in LENDER'S name with respect to each Applicant who has been identified as having an Adverse Credit history, within 30 days after SERVICER receives a completed Loan Application from LENDER and the credit bureau report and otherwise comply with the Equal Credit Opportunity Act (ECOA) and Regulation B thereunder to the extent applicable to SERVICER'S services.

(7) Upon request by LENDER from time to time, return the original or a copy of each Loan Application processed by SERVICER (other than electronically transmitted Loan Applications, which will not be transmitted to LENDER) for which an Adverse Credit history exists, and other information in SERVICER'S possession regarding its review of such Loan Application.

(8) Maintain accurate books and records of all transactions hereunder, including Adverse Credit history reports of Applicants processed for LENDER hereunder.

C.      LENDER agrees that, with respect to all PLUS Loans processed under these PLUS Credit Review Services Terms, it will:

(1) Assure that all information set forth in Loan Applications and all other information provided to SERVICER in connection with the performance of its services hereunder is accurate and complete.

(2) Be responsible for handling and evaluating all appeals of credit denial.

(3) Communicate, if appropriate after the credit denial appeal process is completed, its approval of a Loan Application to SERVICER for each Applicant which SERVICER previously identified as possessing an Adverse Credit history by submitting a letter attached to the Loan Application (or a copy of the Loan Application) requesting the PLUS Loan to be guaranteed, due to error or other extenuating circumstances relating to the original credit information obtained by SERVICER on LENDERS behalf, and properly documenting such error correction or other extenuating circumstances.

D.     Nothing contained in these PLUS Credit Review Services Terms shall make SERVICER a loan production office or a holder or originator of any PLUS Loan, the application of which has been processed hereunder. LENDER acknowledges that it has sole authority and responsibility for the decision to approve or deny PLUS Loans hereunder.

3. Liability Limitations

In performing its PLUS Loan credit review services and other Loan Application processing functions, SERVICER shall only be liable for its own gross negligence or intentional misconduct. SERVICER shall have no responsibility for the inaccuracy or incompleteness of any Loan Application or credit bureau report or the information contained thereon, or for any credit decision made by the Lender. Subject to the foregoing, the provisions of the Servicing Agreement limiting SERVICER'S liability are also hereby incorporated by reference and shall be binding between the parties hereto with respect to the PLUS Loan credit review services and other matters contemplated herein.

4. Incorporation by Reference

The terms of the Servicing Agreement are incorporated herein by reference and shall be applicable to the PLUS Loan credit review services, to the extent not inconsistent with or contrary to any provision herein. In the event of any conflict, the terms of this Exhibit shall prevail.

EXHIBIT F
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

           The assessment of compliance to be delivered by the SERVICER shall address, at a minimum, the criteria identified below (the "Servicing Criteria"):

Reference Criteria Applicability

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of student loans serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the Basic Documents.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.

1122(d)(4)(ii) Student loan and related documents are safeguarded as required by the Basic Documents

1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.

1122(d)(4)(iv) Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.

1122(d)(4)(v) The Servicer's records regarding the student loans agree with the Servicer's records with respect to an obligor's unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity's activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.

1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.

1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the Basic Documents.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.

CLC SERVICING,
as Servicer


Date: ________________________


By:__________________________________
     Name:
     Title:

EX-99

Exhibit 99.4

ADMINISTRATION AGREEMENT

among

COLLEGE LOAN CORPORATION TRUST 200_-_,
as Issuer

[DELAWARE TRUSTEE],
as Delaware Trustee

[TRUSTEE],
as Indenture Trustee

[TRUSTEE],
as Eligible Lender Trustee

and

COLLEGE LOAN CORPORATION,
as Issuer Administrator

Dated as of _____ __, 200_

          This ADMINISTRATION AGREEMENT dated as of _____ __, 200_ (as amended from time to time, the "Agreement"), is among COLLEGE LOAN CORPORATION TRUST 200_-_, a Delaware statutory trust (the "Issuer"), [DELAWARE TRUSTEE], a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), [TRUSTEE], a national banking association, not in its individual capacity but solely as Indenture Trustee (in such capacity, the "Indenture Trustee"), and [TRUSTEE], a ________ 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 _____ __, 200_, among the Issuer, the Eligible Lender Trustee and the Indenture Trustee (as amended or supplemented, the "Indenture"), and (b) its Trust Certificate pursuant to a Trust agreement dated as of _____ __, 200_ (the "Trust Agreement"), between the Delaware Trustee and College Loan LLC, as depositor (together with its successors in interest, the "Owner" or "Depositor"); and

          WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of _____ __, 200_ (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 Auction Agent Agreement, the Remarketing Agreement, 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.    Reports. The Issuer and Issuer Administrator acknowledge and agree that the purpose of Section 10 of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission. Neither the Issuer nor the Issuer Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act of 1933, as amended, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. The Issuer Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Securities and Exchange Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Issuer Administrator shall cooperate fully with the Issuer, to deliver to the Issuer (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer to permit the Issuer to comply with the provisions of Regulation AB.

                     The Issuer (including any of its assignees or designees) shall cooperate with the Issuer Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer's reasonable judgment, to comply with Regulation AB.

                     If so requested by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act, the Issuer Administrator shall (i) notify the Issuer in writing of any material litigation or governmental proceedings pending against the Issuer Administrator and (ii) provide to the Issuer a description of such proceedings, affiliations or relationships.

                     As a condition to the succession to the Issuer Administrator by any person (i) into which the Issuer Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Issuer Administrator, the Issuer Administrator shall provide to the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer all information reasonably requested by the Issuer in order to comply with its reporting obligation under Item 6.02 of Form 8-K.

                     In addition to such information as the Issuer Administrator is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Issuer Administrator shall provide such information regarding the performance or servicing of the Financed Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

                     On or before March 31 of each calendar year, commencing in 20__, the Issuer Administrator shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an authorized officer of the Issuer Administrator, to the effect that (i) a review of the Issuer Administrator's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Issuer Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

                     On or before March 31 of each calendar year, commencing in 20__, the Issuer Administrator shall:

                                (i)    deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Issuer Administrator's assessment of compliance with the Servicing Criteria (as defined on Exhibit B hereto) during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Issuer Administrator, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B attached to this Agreement; and

                                (ii)    deliver to the Issuer a report of a registered public accounting firm, that attests to, and reports on, the assessment of compliance made by the Issuer Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

                     The items set forth in clauses (i) and (ii) above will not be required unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Financed Student Loans.

          11.    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 200_-_
[Address]
[Address]
Attention: _________

(b) If to the Issuer Administrator, to:

College Loan Corporation
16855 West Bernardo Drive, Suite 100
San Diego, CA 92127
Attention: __________

(c) If to the Indenture Trustee, to:

[Indenture Trustee]
[Address]
[Address]
Attention: _____________

(d) If to the Eligible Lender Trustee, to:

[Eligible Lender Trustee]
[Address]
[Address]
Attention: _____________

(e) If to the Delaware Trustee, to:

[Delaware Trustee]
[Address]
[Address]
Attention: _____________

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.

          12.    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.

          13.    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.

          14.    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.

          15.    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.

          16.    Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

          17.    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.

          18.    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 [Trustee], [Delaware Trustee] and [Trustee], 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 [Trustee], [Delaware Trustee] or [Trustee] 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.

          19.    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 200_-_

By: [DELAWARE TRUSTEE], not in its
       individual capacity but solely as Delaware
       Trustee

       By:                                                       
              Name:
              Title:

[DELAWARE TRUSTEE], not in its individual
capacity but solely as Delaware Trustee

By:                                                       
       Name:
       Title:

[TRUSTEE], not in its individual capacity but
solely as Eligible Lender Trustee

By:                                                       
       Name:
       Title:

[TRUSTEE], not in its individual capacity but
solely as Indenture Trustee

By:                                                       
       Name:
       Title:

COLLEGE LOAN CORPORATION, as Issuer
Administrator

By:                                                       
       Name:
       Title:

EXHIBIT A

POWER OF ATTORNEY

STATE OF __________

COUNTY OF __________ )
)
)

          KNOW ALL MEN BY THESE PRESENTS, that College Loan Corporation Trust 200_-_ (the "Issuer"), does hereby make, constitute and appoint College Loan Corporation, as Issuer Administrator under the Administration Agreement dated as of _____ __, 200_ (the "Administration Agreement"), among the Issuer, [Delaware Trustee], as Delaware Trustee, [Trustee], as Indenture Trustee, [Trustee], 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 ______, 200_.

COLLEGE LOAN CORPORATION TRUST
200_-_

By: [DELAWARE TRUSTEE], not in its
       individual capacity but solely as
       Delaware Trustee

       By:                                                       
              Name:
              Title:

EXHIBIT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Issuer Administrator shall address, at a minimum, the criteria identified below (the "Servicing Criteria"):

Reference Criteria Applicability

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of student loans serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the Basic Documents.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.

1122(d)(4)(ii) Student loan and related documents are safeguarded as required by the Basic Documents

1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.

1122(d)(4)(iv) Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.

1122(d)(4)(v) The Servicer's records regarding the student loans agree with the Servicer's records with respect to an obligor's unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity's activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.

1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.

1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the Basic Documents.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.

COLLEGE LOAN CORPORATION,
as Issuer Administrator



Date:                                                                  
By:                                                                  
       Name:
       Title:

EX-99

Exhibit 99.5

REMARKETING AGREEMENT

           REMARKETING AGREEMENT, dated as of ___, 200_ (this “Remarketing Agreement”), among COLLEGE LOAN CORPORATION TRUST 20__-_ (the “Issuer”), COLLEGE LOAN CORPORATION, as Issuer Administrator (the “Issuer Administrator”), ___, ___ and ___ (in their capacities as remarketing agents under this Remarketing Agreement, each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).

           WHEREAS, the Issuer has issued $___ aggregate principal amount of its Class A-4 Notes (the “Reset Rate Notes”) pursuant to a Indenture of Trust, dated as of ___, 200_ (the “Indenture”), among the Issuer, ___, as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”) and as trustee (in such capacity, the “Trustee”);

           WHEREAS, the Reset Rate Notes are being sold initially pursuant to a Underwriting Agreement, dated ___ __, 200_ (the “Underwriting Agreement”), among the Issuer, College Loan Corporation, ___ and ___, as underwriters;

           WHEREAS, the Issuer Administrator has requested that the Remarketing Agents act as initial Remarketing Agents in connection with the Reset Rate Notes and as such to perform the services described in this Remarketing Agreement;

           WHEREAS, the Reset Rate Notes are being offered pursuant to and are described more fully in a Base Prospectus, dated _____ __, 200_, as supplemented by the Prospectus Supplement, dated ___, 200_ (together, the “Prospectus”); and

           WHEREAS, each of ___, ___ and ___ is willing to act as a Remarketing Agent in connection with the Reset Rate Notes, and as such each hereby agrees to perform such duties on the terms and subject to the conditions set forth in this Remarketing Agreement.

           NOW, THEREFORE, the parties to this Remarketing Agreement agree as follows:

           Section 1.   Definitions. Capitalized terms used and not defined in this Remarketing Agreement have the respective meanings assigned to them in Article I and Annex II of the Indenture. Unless the context otherwise requires, references in this Remarketing Agreement to “Reset Rate Notes” relate solely to the Class A-4 Notes issued under the Indenture.

           Section 2.   Appointment and Obligations of Remarketing Agents.

           (a)     Subject to Section 4 hereof, the Issuer Administrator hereby appoints each of ___ and ___ and each of ___ and ___ hereby accepts such appointment, as the exclusive Remarketing Agents for the purpose of:

           (i)     determining, in consultation with the Issuer Administrator, for each Reset Period the applicable Spread above or below the applicable index (if a Class of Reset Rate Notes will be in a floating rate mode during its next Reset Period), determining, in consultation with the Issuer Administrator, for each Reset Period the applicable initial Auction Rate (if a Class of Reset Rate Notes will be in an auction rate mode during its next Reset Period) or determining the fixed rate of interest (if a Class of Reset Rate Notes will be in a fixed rate mode during its next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable the Remarketing Agents to remarket tendered Reset Rate Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms for such Reset Rate Notes determined as set forth in Section 2.03(c) of the Reset Rate Note Procedures;

           (ii)     entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Issuer and the Issuer Administrator, substantially in the form attached as Appendix A hereto (a “Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Issuer and the Issuer Administrator, substantially in the form attached as Appendix B hereto (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Reset Rate Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”);

           (iii)     determining, in consultation with the Issuer Administrator, the applicable currency (U.S. Dollars, Euros, Pounds Sterling or another currency) in which the Reset Rate Notes will be payable during its next Reset Period;

           (iv)     determining, in consultation with the Issuer Administrator, whether it would be in the best interests of the Issuer to enter into a Derivative Product if the Reset Rate Notes will be denominated in a currency other than U.S. Dollars or will bear interest at a fixed rate or a floating rate other than LIBOR and, if applicable, selecting the Counterparty or Counterparties with which the Issuer will enter into one or more Derivative Products on the related Reset Date;

           (v)     preparing a written notice to the applicable Clearing Agencies and any other relevant parties setting forth the applicable Spread, initial Auction Rate or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms;

           (vi)     delivering the related Hold Notices and any other notices as provided under the Reset Rate Note Procedures; and

           (vii)     performing such other duties as are assigned to the Remarketing Agents in this Remarketing Agreement, including in the Reset Rate Note Procedures attached as Appendix C hereto, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject to the conditions set forth herein and therein.

           (b)     With respect to any Reset Date, the Remarketing Agents shall not enter into the Remarketing Agency Agreement with the Issuer and the Issuer Administrator if, on or prior to a Remarketing Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the Reset Rate Notes subject to Remarketing on such Reset Date; (ii) the related Call Option Notice shall have been timely delivered with respect to the Reset Rate Notes subject to a Remarketing or (iii) the Reset Rate Notes are being redeemed pursuant to provisions of Section 2.13 of Annex II to the Indenture. In addition, the Remarketing Agents shall not enter into the Supplemental Remarketing Agency Agreement with the Issuer and the Issuer Administrator if, on or prior to a Spread Determination Date: (A) a Failed Remarketing shall have been declared with respect to the Reset Rate Notes subject to Remarketing on such Reset Date; (B) the Call Option Notice shall have been timely delivered with respect to the Reset Rate Notes subject to Remarketing; (C) the Reset Rate Notes are being redeemed pursuant to the provisions of Section 2.13 of Annex II to the Indenture; or (D) if applicable, 100% of the holders of the Reset Rate Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period.

           (c)     Only Reset Rate Notes not subject to an exercised Call Option shall be subject to Remarketing on such Reset Date.

           Section 3.   Fees and Expenses.

           (a)     The Issuer acknowledges and agrees that the fees to be paid to the Remarketing Agents in connection with any Reset Date shall be calculated consistent with and at a rate no higher than as set forth in Appendix D hereto and agreed upon by the Issuer Administrator and the Remarketing Agents, and set forth in the applicable Remarketing Agency Agreement. Such fees shall be expressed as a percentage of the Principal Amount of the applicable Reset Rate Notes and payable except in the case of a Failed Remarketing; provided, that the obligations of the Issuer to pay to the Remarketing Agents on each Reset Date the fees set forth in the applicable Remarketing Agency Agreement shall be solely payable from amounts available for distribution pursuant to Sections 5.04(c) and 5.06 of the Indenture on each Reset Date. The Issuer’s obligations to pay the fees as described in the preceding sentence shall survive until the earlier to occur of the date such fees have been paid in full or the date the Issuer is terminated. The Issuer will pay all expenses in connection with this Remarketing Agreement, the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, to the extent funds are available for distribution pursuant to Sections 5.04(c) and 5.06 of the Indenture on such Reset Date, including: (i) the preparation, printing and delivery of the Remarketing Prospectus (as defined below) in connection with the Remarketing of the Reset Rate Notes; (ii) the preparation and delivery of the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, and such other documents as may be required in connection with the Remarketing of the Reset Rate Notes; (iii) the fees and disbursements of the Issuer’s or the Issuer Administrator’s accountants, counsel and other advisors or agents and the fees and disbursements of the Trustee including, without limitation, the fees of the Issuer’s counsel incurred in connection with the delivery of the Tax Opinion (as defined below); (iv) the out-of-pocket expenses of the Remarketing Agents to the extent described in subsection (b) of this Section; (v) fees charged by nationally recognized statistical rating organizations, if any, if necessary to satisfy the Rating Agency Condition; (vi) the fees payable to any exchange in connection with the listing of Reset Rate Notes subject to Remarketing on the related Reset Date on such exchange; and (vii) any other fees and expenses, if applicable, in connection with compliance with Section 7(g) hereof; provided, however, that if the holder of the related Call Option has exercised such Call Option, then for each Remarketing relating to the Reset Rate Notes (including the Remarketing on which such Call Option was exercised), until the holder of the Call Option has sold all of the Reset Rate Notes, the holder of the Call Option shall be obligated to pay such expenses. If sufficient funds are not available pursuant to Sections 5.04(c) and 5.06 of the Indenture or the holder of the Call Option fails to pay such expenses, as applicable, the Issuer Administrator shall pay such expenses on behalf of the Issuer and shall be entitled to reimbursement pursuant to Sections 5.04(c) and 5.06 of the Indenture.

           (b)     If there is a Failed Remarketing, the Issuer shall reimburse the Remarketing Agents for all out-of-pocket expenses, other than fees and disbursements of counsel, reasonably incurred by the Remarketing Agents in making preparations for Remarketing and attempting to remarket the Reset Rate Notes subject to a Failed Remarketing.

           Section 4.   Removal or Resignation of the Remarketing Agents; Appointment of Additional or Lead Remarketing Agents.

           (a)     Subject to the terms and on the conditions of this Remarketing Agreement, with respect to any Reset Period, the Issuer Administrator may, in its absolute discretion, remove any Remarketing Agent by giving notice to the Remarketing Agents no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto. If such removal would result in no Remarketing Agents remaining, such removal shall be effective only upon the Issuer Administrator’s appointment of at least one successor Remarketing Agent. In such case, the Issuer Administrator shall use its best efforts to appoint a successor Remarketing Agent and enter into a remarketing agreement with such successor Remarketing Agent as soon as reasonably practicable, but in no event later than the applicable Remarketing Terms Determination Date. In addition, the Issuer Administrator may appoint one or more additional remarketing agents, if necessary, with respect to any Reset Period during which a Class of Reset Rate Notes subject to Remarketing on the related Reset Date will be remarketed in a non-U.S. Dollar currency.

           (b)     Each of the Remarketing Agents may resign and be discharged from any duties and obligations under this Remarketing Agreement at any time by delivering a written notice to the Issuer Administrator of such resignation, provided such resignation shall not be effective any later than 15 calendar days prior to the next Remarketing Terms Determination Date (which Remarketing Terms Determination Date for this purpose shall be deemed to be the twelfth Business Day prior to the applicable Reset Date). It shall be the sole responsibility of the Issuer Administrator to appoint a successor Remarketing Agent if such resignation would result in there being no Remarketing Agents remaining.

           (c)     The Issuer Administrator may, in its absolute discretion, designate a lead Remarketing Agent for the Reset Rate Notes subject to Remarketing by giving notice to the Remarketing Agents no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto.

           Section 5.   Dealing in the Reset Rate Notes. Subject to its compliance with applicable laws and regulations, each Remarketing Agent and its Affiliates acting as such or in its individual or any other capacity, may buy, sell, hold and deal in any of the Reset Rate Notes. Each Remarketing Agent and its Affiliates shall also have the option, but not the obligation, to purchase any tendered Reset Rate Notes that they are not otherwise able to remarket at a price equal to 100% of the Principal Amount of such tendered Reset Rate Notes. A Remarketing Agent or any of its Affiliates that owns a Reset Rate Note may exercise any vote or join in any action which any Noteholder or Beneficial Owner of such Reset Rate Notes may be entitled to exercise or take pursuant to the Indenture with like effect as if it did not act in any capacity under this Remarketing Agreement. Each Remarketing Agent and its Affiliates, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Issuer, the Depositor, a Servicer, the Trustee, the Eligible Lender Trustee or the Issuer Administrator as freely as if such Remarketing Agent did not act in any capacity under this Remarketing Agreement.

           Section 6.   Representations and Warranties.

           (a)     The Issuer Administrator represents and warrants to, and agrees with, each of the Remarketing Agents as of the date of this Remarketing Agreement, and as of each Remarketing Terms Determination Date, Spread Determination Date and Reset Date (each such date being hereafter referred to as a “Representation Date”), that as of each applicable Representation Date after the date of this Remarketing Agreement, the related Remarketing Materials (as defined in this Remarketing Agreement) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

           (b)     The Issuer Administrator further represents and warrants to, and agrees with, each of the Remarketing Agents as of each Representation Date as follows:

           (i)     the Issuer has not sustained since the respective dates as of which information is given in the Remarketing Materials any material loss or interference with its business or properties, otherwise than as set forth or contemplated in such Remarketing Materials; and, since such dates, there has not been any material adverse change or any development involving a prospective material adverse change, in or affecting the business or properties of the Issuer or the transactions contemplated hereby, otherwise than as set forth or contemplated in such Remarketing Materials;

           (ii)     the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Remarketing Materials and to consummate the transactions contemplated therein and in this Remarketing Agreement, and the Issuer Administrator has been duly incorporated and is validly existing under the laws of the State of California, with power and authority (corporate and otherwise) to consummate the transactions contemplated in the Remarketing Materials and in this Remarketing Agreement;

           (iii)     (A) the Reset Rate Notes have been duly authorized, issued and delivered pursuant to the Indenture and the Underwriting Agreement. The Reset Rate Notes constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture; (B) the Indenture has been duly authorized, executed and delivered and duly qualified under the Trust Indenture Act of 1939, as amended (the “Indenture Act”); and (C) the Indenture and the Basic Documents each constitute a valid and legally binding instrument, enforceable against the Issuer or the Issuer Administrator, as applicable, in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

           (iv)     the compliance by the Issuer and the Issuer Administrator with all of the provisions of the Reset Rate Notes, the Indenture, the Basic Documents, any Derivative Product, this Remarketing Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, and the consummation of the transactions in this Remarketing Agreement and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default in the performance or observance of any material obligation contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer or the Issuer Administrator is a party or by which the Issuer or the Issuer Administrator is bound or to which any of the property or assets of the Issuer, or the Issuer Administrator is subject, nor will such action result in any violation of the provisions of the Basic Documents, the Issuer Administrator’s certificate of incorporation or by-laws, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or the Issuer Administrator or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Issuer or the Issuer Administrator of the transactions contemplated by this Remarketing Agreement, the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, or the Indenture, except such as have been, or shall have been, obtained;

           (v)     the Issuer Administrator is not in violation of its certificate of incorporation or by-laws, and the Issuer is not in violation of the Trust Agreement, and neither the Issuer Administrator nor the Issuer is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

           (vi)     other than as set forth in the Remarketing Materials, there are no legal or governmental proceedings pending to which the Issuer or the Issuer Administrator or any of its subsidiaries is a party or of which any property of the Issuer or the Issuer Administrator or any of its subsidiaries is the subject which, if determined adversely to the Issuer or the Issuer Administrator or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consummation of the transactions contemplated hereby or the ability of the Issuer Administrator to perform all of its obligations with respect to the Issuer; and, to the best of the Issuer Administrator’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

           (vii)     the Issuer is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended;

           (viii)     each of this Remarketing Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, as the case may be, has been duly authorized, executed and delivered by the Issuer and the Issuer Administrator and, assuming it has been duly executed and delivered by the Remarketing Agents, constitutes a valid and binding agreement of the Issuer and the Issuer Administrator, enforceable against each of the Issuer and the Issuer Administrator in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as the enforcement thereof may be subject to limitations on rights to indemnity or contribution or both by Federal or state securities laws or the public policies underlying such laws; and

           (ix)     the Reset Rate Notes have such ratings as to which either the Issuer Administrator shall have most recently notified the Remarketing Agents pursuant to Section 7(a) hereof or as are otherwise available to the Remarketing Agents in the ordinary course.

           Any certificate signed by any officer of the Issuer or the Issuer Administrator and delivered to the Remarketing Agents or to counsel for the Remarketing Agents in connection with the Remarketing of the Reset Rate Notes shall be deemed a representation and warranty by the Issuer or the Issuer Administrator to the Remarketing Agents as to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

           (c)     In connection with each Remarketing, each Remarketing Agent, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer Administrator that (i) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), received by it in connection with the Remarketing of a Class of Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer, and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Remarketing of a Class of Notes in, from or otherwise involving the United Kingdom and (ii) that it is not affiliated, directly or indirectly, with the Depositor.

Section 7.   Covenants of the Issuer Administrator. The Issuer Administrator covenants with the Remarketing Agents as follows:

           (a)     the Issuer Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) with regard to the ratings of any securities of the Issuer, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Issuer or notification or announcement of the placement of any rating of any securities of the Issuer under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) hereof;

           (b)     With respect to each Reset Date (unless the Call Option Notice is delivered or the Reset Rate Notes are to be redeemed) the Issuer Administrator will furnish to the Remarketing Agents:

           (i)     if required pursuant to paragraph (g) below, the Remarketing Prospectus, or as the case may be, the Registration Statement and the Prospectus;

           (ii)     if required pursuant to Section 7(f) hereof, the Remarketing Prospectus (as defined below);

           (iii)     if a mandatory tender of the Reset Rate Notes occurs with respect to the Reset Date or the Reset Date follows the purchase of the Reset Rate Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Issuer, reasonably satisfactory to the Remarketing Agents, dated as of the Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the Reset Rate Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the Reset Rate Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”);

           (iv)     if applicable, an amendment to the documents on file with the Irish Stock Exchange relating to the Reset Rate Notes; and

           (v)     during any such time as the Issuer is subject to the reporting requirements of the Exchange Act, each document filed by the Issuer with the Commission pursuant to the Exchange Act and the rules and regulations thereunder (the “Exchange Act Regulations”); and

           (vi)     (A) in connection with each Remarketing of a Class of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus;

           (B)     The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of a Class of Notes and consents to the use thereof for such purpose; and

           (C)     In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Issuer and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Issuer and the Administrator similar to the due diligence investigation provided for in subsection (f)(ii) of this Section or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation.

           (c)     if, at any time during which the Remarketing Agents would be obligated to take any action under this Remarketing Agreement, any event or condition known to the Issuer Administrator relating to or affecting the Issuer, the Issuer Administrator or the Reset Rate Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in subsection (c) of this Section or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Issuer Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition;

           (d)     so long as the Reset Rate Notes are outstanding and the Issuer is required to file reports under the Exchange Act, the Issuer will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Regulations;

           (e)     if, at any time in connection with a Remarketing a determination is made by the Issuer Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the Securities Act, the Issuer Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the Securities Act or the rules and regulations thereunder and the Commission’s interpretations of the Securities Act and the Securities Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes;

           (f)     the Issuer will comply with the Securities Act and the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Reset Rate Notes as contemplated in this Remarketing Agreement and in the Prospectus, and in furtherance of the foregoing, the Issuer Administrator shall take the actions provided for in this subsection (g) if counsel for the Remarketing Agents or for the Issuer reasonably requests in writing, stating their reasoned legal justifications therefore, that the Issuer Administrator take such actions in order to comply with the requirements of the Securities Act or the Securities Act Regulations and the Commission’s interpretations of the Securities Act and the Securities Act Regulations in connection with the Remarketing and resales of the Reset Rate Notes:

           (i)     the Issuer shall, to the extent then required by the Commission (A) prepare and file with the Commission and furnish to the Remarketing Agents a then currently effective registration statement under the Securities Act and a then current preliminary and final prospectus, meeting the requirements of the Securities Act, relating to the Reset Rate Notes, to be used by the Remarketing Agents for Remarketing and resale of the Reset Rate Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Reset Rate Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Exchange Act, the Securities Act, or otherwise, are referred to in this Remarketing Agreement as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Issuer for use in connection with the Remarketing of the Reset Rate Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Remarketing Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Issuer satisfactory to the Remarketing Agents and an “agreed upon procedures letter” from the Issuer’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to related to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Issuer or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the Securities Act is available and registration would be required under the Securities Act in connection with the Remarketing, then, in lieu thereof, the Issuer Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Remarketing Agreement pursuant to Section 11 hereof and declare a Failed Remarketing, and (D) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date;

           (ii)     the Issuer and the Issuer Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Reset Rate Notes the opportunity to conduct an underwriter’s due diligence investigation of the Issuer and the Issuer Administrator in a scope customarily provided in connection with a public offering of the Issuer’s securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Issuer’s assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Issuer and the Issuer Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the Remarketing, and make such representatives of the Issuer and the Issuer Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents;

           (iii)     if at any time a Prospectus is required by the Securities Act to be delivered in connection with Remarketing and resales of the Reset Rate Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Issuer, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Issuer Administrator, on behalf of and at the expense of the Issuer, will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above; and

           (iv)     if applicable, the Issuer Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, if any, and the Prospectus as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Reset Rate Notes and consents to the use therefor for such purpose; and

           (g)     the Issuer Administrator shall timely notify the Remarketing Agents of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Remarketing Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

           Section 8.   Conditions to the Remarketing Agents’ Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Remarketing Agreement shall be subject to:

           (a)     the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be;

           (b)     the due performance in all material respects by each of the Issuer and the Issuer Administrator of its obligations and agreements as set forth in this Remarketing Agreement and the accuracy of the representations and warranties in this Remarketing Agreement and any certificate delivered pursuant to this Remarketing Agreement; and

           (c)     the further condition that none of the following events shall exist for the Reset Rate Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause:

           (i)     all of the Reset Rate Notes for which the Remarketing Agents are responsible for Remarketing under this Remarketing Agreement shall be the subject of a Call Option Notice or a redemption;

           (ii)     without the prior written consent of the Remarketing Agents, the Indenture, the Reset Rate Notes or any Derivative Product relating to the Reset Rate Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Remarketing Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Reset Rate Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Issuer and the Issuer Administrator shall not be prohibited from amending such documents);

           (iii)     the rating of any securities of the Issuer shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization;

           (iv)     if the Remarketing Agents exercise their option under Section 5 of this Remarketing Agreement to purchase tendered Reset Rate Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or other such exchange on which the Reset Rate Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Reset Rate Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Reset Rate Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Reset Rate Notes on the terms and in the manner contemplated in this Remarketing Agreement;

           (v)     an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Reset Rate Notes shall have occurred and be continuing;

           (vi)     a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Issuer, whether or not arising in the ordinary course of business, shall have occurred;

           (vii)     if required pursuant to Section 7(g) hereof, the Issuer or the Issuer Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Reset Rate Notes in the Remarketings as in this Remarketing Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Remarketing Agreement; or

           (viii)     any Rating Agency Condition shall not have been timely satisfied.

           Section 9.   Indemnification.

           (a)     The Issuer Administrator shall indemnify and hold harmless each of the Remarketing Agents and each Person, if any, who controls a Remarketing Agent within the meaning of Section 20 of the Exchange Act and any director, officer, employee or Affiliate thereof, as follows:

           (i)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the failure of the Issuer Administrator on behalf of the Issuer to comply with the requirements of Section 7(g) hereof, if applicable, or (B) any untrue statement or alleged untrue statement of a material fact contained in any of the Remarketing Materials (including in each case any documents incorporated by reference therein), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or (C) any violation by the Issuer or the Issuer Administrator of, or any failure by the Issuer or the Issuer Administrator to perform any of its obligations under, this Remarketing Agreement, including the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, or (D) the acts or omissions of each of the Remarketing Agents in connection with their duties and obligations in respect of administrative or ministerial functions under this Remarketing Agreement or pursuant to this Remarketing Agreement, including, without limitation, the calculation of rates, the giving or receiving of notices and any determinations with respect to any Derivative Product, except those that are finally judicially determined to be due to its gross negligence or willful misconduct;

           (ii)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) of this subsection (a); provided that any such settlement is effected with the written consent of the Issuer Administrator, which consent shall not be unreasonably withheld; and

           (iii)     against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Remarketing Agents), reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) above to the extent that any such expense is not paid under clause (i) or (ii) above;

provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission either made in reliance upon and in conformity with written information furnished to the Issuer Administrator by the Remarketing Agents expressly for use in the Remarketing Materials or contained in any Remarketing Materials not approved by the Issuer Administrator for use in connection with the related Remarketing.

           (b)     Each of the Remarketing Agents, severally and not jointly, shall indemnify and hold harmless the Issuer, the Issuer Administrator and the Depositor from and against any loss, liability, claim, damage and expense, as incurred, but only with respect to untrue statements or omissions made in the Remarketing Materials in reliance upon and in conformity with information furnished to the Issuer Administrator in writing by such Remarketing Agent expressly for use in such Remarketing Materials and will reimburse any indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action. The indemnity provided for in this paragraph shall extend upon the same terms and conditions to each Person, if any, who controls the Issuer Administrator within the meaning of Section 20 of the Exchange Act.

           (c)     Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Remarketing Agreement, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability under this Remarketing Agreement to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Remarketing Agreement. In the case of parties indemnified pursuant to subsection (a) of this Section, counsel to the indemnified parties shall be selected by the Remarketing Agents, and, in the case of parties indemnified pursuant to subsection (b) of this Section, counsel to the indemnified parties shall be selected by the Issuer Administrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section or Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any indemnified party.

           (d)     The indemnity provided for in this Section shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agents, and shall survive the termination or cancellation of this Remarketing Agreement and the Remarketing of any Reset Rate Notes under this Remarketing Agreement.

           Section 10.   Contribution.

           (a)     If the indemnification provided for in Section 9 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Issuer Administrator on the one hand and the Remarketing Agents on the other hand from the Remarketing of the Reset Rate Notes pursuant to this Remarketing Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer and the Issuer Administrator on the one hand and of the Remarketing Agents on the other hand in connection with the acts, failures to act, statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

           (b)     The relative benefits received by the Issuer and the Issuer Administrator, on the one hand, and the Remarketing Agents, on the other hand, in connection with the Remarketing of the Reset Rate Notes pursuant to this Remarketing Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, shall, as to the Remarketing to which the applicable losses, liabilities, claims, damages or expenses relate, be deemed to be in the same respective proportions as the aggregate principal balance of such Reset Rate Notes outstanding at the time of such Remarketing bears to the commissions and fees received by the Remarketing Agents in connection with such Remarketing.

           (c)     The relative fault of the Issuer and the Issuer Administrator on the one hand and the Remarketing Agents on the other hand shall be determined by reference to, among other things, the responsibility under this Remarketing Agreement of the applicable party for any act or failure to act relating to the losses, liabilities, claims, damages or expenses incurred or, in the case of any losses, liabilities, claims, damages or expenses arising out of any untrue or alleged untrue statement of a material fact contained in any of the Remarketing Materials or the omission or alleged omission to state a material fact therefrom, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer or the Issuer Administrator or by the Remarketing Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

           (d)     The Issuer Administrator and the Remarketing Agents agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such act or failure to act or untrue or alleged untrue statement or omission or alleged omission.

           (e)     Notwithstanding the provisions of this Section, none of the Remarketing Agents shall be required to contribute any amount in excess of the amount by which the commissions and fees received by such Remarketing Agent relating to the Reset Rate Notes remarketed by it and resold to investors exceeds the amount of any damages which any of the Remarketing Agents would have otherwise been required to pay by reason of any act or failure to act for which it is responsible under this Remarketing Agreement or any untrue or alleged untrue statement or omission or alleged omission.

           (f)     No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

           (g)     For purposes of this Section, each Person, if any, who controls any of the Remarketing Agents within the meaning of Section 20 of the Exchange Act shall have the same rights to contribution as the Remarketing Agents, and each director of the Issuer Administrator and each of its officers, and each Person, if any, who controls the Issuer Administrator within the meaning of Section 20 of the Exchange Act shall have the same rights to contribution as the Issuer Administrator.

           (h)     The obligations of the Remarketing Agents in this Section to contribute are several in proportion to their respective Remarketing obligations with respect to the Reset Rate Notes and not joint.

           Section 11.   Termination of this Remarketing Agreement. Subject to (a) Section 3 hereof relating to the payment of fees and expenses, (b) Sections 9 and 10 hereof relating to indemnification and contribution and (c) any claims under this Remarketing Agreement arising out of or relating to any Remarketing prior to termination, this Remarketing Agreement shall terminate as to any Remarketing Agent on the effective date of the removal or resignation of such Remarketing Agent pursuant to Section 4 hereof.

           Section 12.   Remarketing Agents’ Performance and Duty of Care. The duties and obligations of each Remarketing Agent under this Remarketing Agreement shall be determined solely by the express provisions of this Remarketing Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be. No Noteholder or Beneficial Owner of any Reset Rate Note will have any rights or claims against any Remarketing Agent as a result of such Remarketing Agent not purchasing that Reset Rate Note.

           Section 13.   Governing Law. This Remarketing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in such state.

           Section 14.   Term of Agreement. Unless otherwise terminated in accordance with the provisions of this Remarketing Agreement, this Remarketing Agreement shall remain in full force and effect from the date of this Remarketing Agreement until the first day thereafter on which no Reset Rate Notes are Outstanding.

           Section 15.   Successors and Assigns.

           (a)     The rights and obligations of the Issuer may not be assigned or delegated to any other Person without the prior written consent of the Remarketing Agents. The rights and obligations of the Issuer Administrator under this Remarketing Agreement may be assigned or delegated to any successor Issuer Administrator under the Administration Agreement upon the prior written consent of the Remarketing Agents. The rights and obligations of the Remarketing Agents under this Remarketing Agreement may be assigned or delegated to any Affiliate thereof without the consent of the Issuer or the Issuer Administrator, and to any other Person with the prior written consent of the Issuer Administrator.

           This Remarketing Agreement shall inure to the benefit of and be binding upon the Issuer, the Issuer Administrator and the Remarketing Agents and their respective successors and assigns. The terms “successors” and “assigns” shall not include any purchaser of any Reset Rate Notes merely because of such purchase. The Issuer Administrator may appoint additional Remarketing Agents, which Remarketing Agents may join in this Remarketing Agreement or a separate agreement in form and substance substantially similar to this Remarketing Agreement.

           (b)     Notwithstanding anything to the contrary in subsection (a) of this Section and Sections 9 and 10 hereof, in the event the rights and obligations of the Issuer Administrator under this Remarketing Agreement are assigned to any successor Issuer Administrator under the Administration Agreement as provided in subsection (a) of this Section, and the Remarketing Agents receive notice of such assignment during the period on or after the 15th Business Day prior to a Remarketing Terms Determination Date, then, unless the Remarketing Agents consent to such assignment, for purposes of the indemnification and contribution provisions set forth in Sections 9 and 10 hereof, the then-current Issuer Administrator under this Remarketing Agreement shall remain obligated under the terms of Sections 9 and 10 hereof in respect of the Remarketing effected or Failed Remarketing in respect of such Remarketing Terms Determination Date.

           Section 16.   Headings. Section headings have been inserted in this Remarketing Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Remarketing Agreement and will not be used in the interpretation of any provisions of this Remarketing Agreement.

           Section 17.   Severability. If any provision of this Remarketing Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Remarketing Agreement invalid, inoperative or unenforceable to any extent whatsoever.

           Section 18.   Counterparts. This Remarketing Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

           Section 19.   Amendments. This Remarketing Agreement may be amended by any instrument in writing signed by each of the parties to this Remarketing Agreement.

           Section 20.   Notices. Unless otherwise specified, any notices, requests, consents or other communications given or made under this Remarketing Agreement or pursuant to this Remarketing Agreement shall be made in writing or transmitted by any standard form of telecommunication or by telephone and confirmed in writing. All written notices shall be deemed to be validly given or made, if delivered by hand, when so delivered, or if mailed, when mailed registered or certified mail, return receipt requested and postage prepaid. All notices by telecommunication (including telephone and facsimile) shall be deemed to be validly given or made when received. All such notices, requests, consents or other communications shall be addressed as follows:

           if to the Issuer Administrator or the Issuer:

College Loan Corporation, as Issuer Administrator
16855 West Bernardo Drive, Suite 100
San Diego, CA 92127
Attention: Cary Katz
Telephone: 858-716-1534
Facsimile: 858-716-1545

           if to ___:

___
___
___
Attention: ___
Telephone: ___
Facsimile: ___

           if to ___:

___
___
___
Attention: ___
Telephone: ___
Facsimile: ___

           if to ___:

___
___
___
Attention: ___
Telephone: ___
Facsimile: ___

           or to such other address as any of the above shall specify to the other in writing.

           Section 21.   Benefit. Nothing in this Remarketing Agreement, express or implied, is intended or shall be construed to confer upon or give any Person other than (i) the parties to this Remarketing Agreement and, (ii) with respect to the terms of Section 9 hereof, any indemnified party set forth in Section 9(a) or (b) hereof (such indemnified parties being deemed to be third-party beneficiaries of this Remarketing Agreement to the extent provided in this Remarketing Agreement) any remedy or claim under or by reason of this Remarketing Agreement or any term, covenant or condition of this Remarketing Agreement, all of which shall be for the sole and exclusive benefit of the parties.

           Section 22.   No Petition. Each of the Remarketing Agents and the Issuer Administrator hereby covenants and agrees that it shall not at any time prior to one year and one day after all Reset Rate Notes issued by the Issuer under the Indenture have been paid institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar laws in connection with any obligations relating to the Reset Rate Notes, the Indenture or this Remarketing Agreement. The foregoing shall not limit the rights of any party to this Remarketing Agreement to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by any Person other than a Remarketing Agent or the Issuer Administrator.

           Section 23.   No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Delaware Trustee (it being understood and agreed by the parties to this Remarketing Agreement that the Delaware Trustee has no obligations under this Remarketing Agreement in its individual capacity), or any certificate or other writing delivered in connection herewith or therewith, against the Delaware Trustee in its individual capacity, or any partner, owner, beneficiary, agent, officer, director or employee of the Delaware Trustee in its individual capacity, or of any successor or assign thereof.

           Section 24.   Limitation of Liability of Delaware Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by ___, not in its individual capacity but solely in its capacity as Delaware Trustee, and in no event shall ___ 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 which recourse shall be had solely to the assets of the Issuer.

           IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respected officers thereunto duly authorize as of the date first above written.

COLLEGE LOAN CORPORATION TRUST 20__-_

     By: ___, not in its individual capacity but solely
     as Delaware Trustee


By:                                                                   
Name:                                                              
Title:                                                                


COLLEGE LOAN CORPORATION


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                

APPENDIX A

REMARKETING AGENCY AGREEMENT
[to be executed on the applicable Remarketing Terms Determination Date]

REMARKETING AGENCY AGREEMENT

           REMARKETING AGENCY AGREEMENT, dated as of __________ __, ____, (this “Remarketing Agency Agreement”), among COLLEGE LOAN CORPORATION TRUST 20__-_ (the “Issuer”), COLLEGE LOAN CORPORATION, as Issuer Administrator (the “Issuer Administrator”), and ___ and ___ (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”). The Remarketing Agents, in consultation with the Issuer Administrator, hereby establish the terms for the Class A-4 Reset Rate Notes (the “Reset Rate Notes”) described below with respect to the “Reset Date” on __________ __, ____, in accordance with the terms hereof and of the Remarketing Agreement, dated as of ___, 200_, among the Issuer, the Issuer Administrator and the Remarketing Agents (the “Remarketing Agreement”), the terms of which are hereby incorporated by reference and made a part hereof.

           The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the validly tendered Reset Rate Notes at a price equal to 100% of the aggregate principal amount so tendered. There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Reset Rate Notes tendered in a remarketing. The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Reset Rate Notes at such price. The obligation of the Remarketing Agents to purchase tendered Reset Rate Notes from the tendering Class A-4 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.

           All capitalized terms not otherwise defined in this Remarketing Agency Agreement have the respective meanings assigned thereto in the Remarketing Agreement.

CERTAIN TERMS OF THE CLASS A-4 NOTES

Trust:	College Loan Corporation Trust 20__-_
Remarketing Agents and Addresses:
Title of Reset Rate Notes:	Class A-4 Reset Rate Notes
Title of Indenture:	Indenture of Trust, dated as of ___, 200_, as amended or supplemented from time to time by and among the Issuer, the Eligible Lender Trustee and the Trustee.
Eligible Lender Trustee:	___
Trustee:	___
Current Ratings:
Moody's Investors Service, Inc.:	_____
Standard & Poor's Ratings Services:	_____
Fitch Ratings:	_____
Weighted average life of the Reset Rate Notes under several assumed prepayment scenarios:	_____ months
Remarketing Terms Determination Date:	__________ __, ____
Hold Notice Date:	__________ __
Spread Determination Date:	__________ __
Reset Date:	__________ __
Reset Period and next succeeding Reset Date:	__________ __
Interest Rate Mode:
        Floating Rate Mode:
Index:
Interval between Interest Rate Change Dates:
Interest Rate Determination Date(s):
        Auction Rate Mode:
        Fixed Rate Mode:
Fixed Rate Pricing Benchmark:
Whether principal amortizes periodically or           is paid at end of Reset Period:
Currency Denomination:
        Foreign Exchange Mode:
Minimum Denominations and additional increments:
Interest Distribution Dates:
Principal Distribution Date(s):
Derivative Product(s):	 Yes           No
 Currency Derivative Product:
 Interest Rate Derivative Product:
Counterparties from which Bids will be Solicited:
All Hold Rate (Spread for floating, auction or fixed rate, as applicable):	____%
Day Count Basis:
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Reset Rate Notes, payable except in the case of a Failed Remarketing):
Wire Instructions:
Other:

           IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respected officers thereunto duly authorize as of the date first above written.

COLLEGE LOAN CORPORATION TRUST 20__-_

     By: ___, not in its individual capacity but solely
     as Delaware Trustee


By:                                                                   
Name:                                                              
Title:                                                                


COLLEGE LOAN CORPORATION


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                

APPENDIX B

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT
[to be executed on the applicable Spread Determination Date]

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT

           SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of __________ __, 200_ (this “Supplemental Remarketing Agreement”), among COLLEGE LOAN CORPORATION TRUST 20__-_ (the “Issuer”), COLLEGE LOAN CORPORATION, as Issuer Administrator (the “Issuer Administrator”), and ___ and ___, as remarketing agents (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”). The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Class A-4 Reset Rate Notes (the “Reset Rate Notes”) described below that have been validly tendered by the holders thereof for sale on the __________ __, ____ (the “Reset Date”) at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms hereof and of the Remarketing Agreement, dated as of ___, 200_ (the “Remarketing Agreement”), and the Remarketing Agency Agreement dated as of __________ __, 200_ (the “Remarketing Agency Agreement”), each among the Issuer, the Issuer Administrator and the Remarketing Agents, the terms of which are hereby incorporated by reference and made a part hereof. There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Reset Rate Notes tendered in a remarketing.

           The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Reset Rate Notes at such price. The obligation of the Remarketing Agents to purchase tendered Reset Rate Notes from the tendering Class A-4 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.

           All capitalized terms not otherwise defined in this Remarketing Agency Agreement have the respective meanings assigned thereto in the Remarketing Agreement.

CERTAIN TERMS OF THE CLASS A-4 NOTES

Trust:	College Loan Corporation Trust 20__-_
Remarketing Agents and Addresses:
Title of Reset Rate Notes:	Class A-4 Reset Rate Notes
Principal Amount of Reset Rate Notes to be Remarketed	$__________
Title of Indenture:	Indenture of Trust, dated as of ___, 200_, as amended or supplemented from time to time by and among the Issuer, the Eligible Lender Trustee and the Trustee.
Eligible Lender Trustee:	___
Trustee:	___
Current Ratings:
Moody's Investors Service, Inc.:	_____
Standard & Poor's Ratings Services:	_____
Fitch Ratings:	_____
Interest Rate Mode:
        Floating Rate Mode:
Spread:	____%
        Auction Rate Mode:
Initial Auction Rate:	____%
        Fixed Rate Mode:
Spread:	____%
Yield to Maturity of Fixed Rate Pricing Benchmark	____%
Fixed Rate:	____%
The Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Issuer to each Counterparty (or Counterparties):
Currency Denomination:
Currency Exchange Rate:	Currency Exchange Rate:
Extension Rate:
All Hold Rate:
New Interest Rate:	As determined by application of the provisions set forth herein and in the Remarketing Agreement and Remarketing Agency Agreement.
Beneficial Owner Tender Provisions:	As set forth in the Remarketing Prospectus dated __________ __, ____. In the event that the Remarketing Agents fail to remarket all Class A-4 Notes validly tendered for remarketing on the Reset Date, then the Remarketing Agents shall promptly notify the Issuer Administrator and the Trustee of such failure.
Failed Remarketing Rate:	____%
Form of Reset Rate Notes:	Global certificate registered in the name of the nominee of the applicable depository of the Reset Rate Notes, which is DTC, Clearstream, Luxembourg or Euroclear. The beneficial owners of the Reset Rate Notes ("Beneficial Owners") are not entitled to receive definitive certificates representing their Reset Rate Notes, except under limited circumstances. A Beneficial Owner's ownership of a Reset Rate Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC, Clearstream, Luxembourg or Euroclear and that maintains such Beneficial Owner's account.
Purchase Price:	100% of the principal amount of the tendered Reset Rate Notes. Payable to DTC, Clearstream, Luxembourg or Euroclear for the Beneficial Owners of tendered Reset Rate Notes.
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Reset Rate Notes, payable except in the case of a Failed Remarketing):	As set forth in the principal Remarketing Agency Agreement.
Wire Instructions:
Other:
Closing:	__________ __, ____

           IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respected officers thereunto duly authorize as of the date first above written.

COLLEGE LOAN CORPORATION TRUST 20__-_

     By: ___, not in its individual capacity but solely
     as Delaware Trustee


By:                                                                   
Name:                                                              
Title:                                                                


COLLEGE LOAN CORPORATION


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                


By:                                                                   
Name:                                                              
Title:                                                                


___, as a Remarketing Agent


By:                                                                   
Name:                                                              
Title:                                                                

APPENDIX C

RESET RATE NOTE PROCEDURES

[Please see Annex II to the Indenture.]

APPENDIX D

REMARKETING FEE SCHEDULE
Maximum Remarketing Fees

           The maximum remarketing fees payable to the Remarketing Agents in respect of each Reset Date shall be:

	Average Life (Duration of Applicable Reset Period)	Percentage of the Outstanding Principal Amount of the Notes (Bps)
Auction Mode
Fixed or Floating Mode

COVER

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Telephone: 212-806-5400
Telecopier: 212-806-6006

July 25, 2006

BY EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: College Loan LLC
Registration Statement on Form S-3

Ladies and Gentlemen:

College Loan LLC (the “Registrant”), is filing herewith via EDGAR a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, in connection with the registration of up to $1,000,000 of Student Loan Asset-Backed Notes.

The appropriate filing fee of $107.00 has been sent on behalf of the Registrant to the Securities and Exchange Commission by wire transfer.

Should you have any questions with regard to the filing, please call the undersigned, Richard Fried, at (212) 806-6047. Thank you.

Very truly yours,

/s/ Richard Fried

Richard Fried