S-3/A 1 college-s3a_101707.htm S-3/A

As filed with the Securities and Exchange Commission on October 17, 2007.

Registration Statement No. 333-145993

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

_________________

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

_________________

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)

14303 Gateway Place
Poway, California 92064
(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
14303 Gateway Place
Poway, California 92064
(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 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⁽¹⁾

Proposed maximum
aggregate offering
price per unit⁽²⁾

Amount of
registration fee⁽³⁾

Student Loan Asset-Backed Notes

$3,000,000,000

100%

$92,100

(1)	The sum of $1,000,000 has been previously registered.

(2)	Estimated solely for purposes of calculating the registration fee.

(3)	The sum of $92,069.30 is remitted at the time of filing this Registration Statement. A fee of $30.70 was previously paid on September 11, 2007.

_________________

SUBJECT TO COMPLETION, Dated _________ __, 200_

PROSPECTUS SUPPLEMENT
(To prospectus dated _______, 200_)

$_____________________________
Student Loan Asset-Backed Notes

College Loan Corporation Trust __-_
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 the 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 on the ___ day of _________, _________, _________ and _________ 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 [and surplus fund], as well as, for the Class A notes, the subordination of the Class B notes [and all other subordinated 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_-_
Outstanding Notes Issued by the Issuing Entity
Servicing of the Student Loans
Fees and Expenses of the Issuing Enity
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-27
S-39
S-40
S-43
S-44
S-46
S-47
S-47
S-47
S-55
S-58
S-85
S-86
S-89
S-93
S-93
S-94
S-94
S-94
S-95
S-98
S-99
S-100
A-1

Prospectus

About This Prospectus
Summary of the Offering
Risk Factors
Special Note Regarding Forward Looking Statements
Formation of the Issuing Entities
The Depositor
The Sponsor and Issuer Administrator
Servicing and Administration of the Student Loans
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-Global Clearance, Settlement and Tax Documentation Procedures

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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 ability of the issuing entity 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 a student loan the issuing entity acquires will be the date on which that student loan is transferred to the issuing entity.

Statistical Calculation Date

The information presented in this prospectus supplement relating to the student loans [the issuing entity currently owns in addition to the student loans] the issuing entity 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] [calendar month preceding each monthly calculation 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 [TO BE USED IF ISSUING ENTITY IS A MASTER TRUST]

•

College Loan Corporation Trust 200_-_ is a master trust. This issuing entity [has previously issued the classes of notes listed below in this Summary of Terms under the heading "Description of the Issuing Entity—Previously Issued 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 "The Student Loan Operations of College Loan Corporation Trust 200__-_ —Capitalization" in this prospectus supplement for additional information concerning each outstanding series of notes issued previously by College Loan Corporation Trust 200_-_.]

•

[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. There will be no other independent verification of the sponsor's exercise of authority or determination to cause the issuing entity to issue additional series of 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 principal 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 [secured by the assets of the issuing entity on a parity with all other senior notes [issued previously or] to be issued in the future by the issuing entity]. The class B notes will be subordinate notes [secured by the assets of the issuing entity on a parity with all other subordinate notes [issued previously or] to be issued in the future by the issuing entity]. 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 issuing entity 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 issuing entity 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 Issuing Entity

General

College Loan Corporation Trust 20__-_ is a Delaware statutory [master] 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 issuing entity, issuing and making payments on the notes issued by the issuing entity and any other incidental or related activities.

The issuing entity 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 issuing entity receives on those student loans [and investments and any payments the issuing entity receives under the interest rate cap derivative agreement and the LIBOR note derivative product agreements].

[Previously Issued Notes]

[The issuing entity has previously issued the following series of notes:

Series

Class

Original Principal Amount

These previously issued notes, along with any notes the issuing entity may issue in the future, are secured by the same collateral that secures the offered notes. See "The Student Loan Operations of College Loan Corporation Trust 200__-_ – Capitalization" in this prospectus supplement for additional information concerning the previously issued notes.]

The Assets of the Issuing Entity

The assets of the Issuing Entity will include:

•	the FFELP student loans acquired [previously, as well as the FFELP 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 Department Rebate Fund, the Capitalized Interest Account, the Remarketing Fee Fund, the Accumulation Fund, the Supplemental Interest Fund, the Reserve Fund, [the Surplus 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 issuing entity, 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 issuing entity from the sale of the notes and approximately ___% of the initial Pool Balance; will be used by the issuing entity 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 issuing entity may direct, will be transferred to the Collection Fund. Amounts remaining in the Acquisition Fund will be used by the issuing entity to acquire student loans that are being added to the student loans the issuing entity 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 issuing entity 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.

The Department Rebate Fund

The indenture trustee will establish a Department Rebate Fund as part of the trust estate. On each monthly calculation date, the issuer administrator will direct the indenture trustee to deposit into the Department Rebate Fund from the Collection Fund amounts of interest paid by borrowers on loans first disbursed on or after April 1, 2006 that exceed the special allowance support levels applicable to such loans under the Higher Education Act. Such amounts must be rebated to the U.S. Department of Education, generally by deduction from special allowance payments otherwise due to the issuing entity. See "Description of the Federal Family Education Loan Program – Special Allowance Payments" in the accompanying prospectus. Moneys in the Department Rebate Fund will be transferred to the Collection Fund to the extent amounts have been deducted by the U.S. Department of Education from payments otherwise due to the issuing entity, or will be paid to the U.S. Department of Education if necessary to discharge the issuing entity's rebate obligation.

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 Fund, 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 Fund reaches the targeted level for such reset date. Amounts on deposit in the Remarketing Fee Fund 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 Fund 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 issuing entity 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 issuing entity 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.

[Surplus Fund

Excess funds in the Collection Fund not needed to make transfers or payments in any month will be transferred to the Surplus Fund and will be available on future dates to offset deficiencies in other funds or accounts. Amounts in the Surplus Fund also may be released to the depositor or used to make indemnity payments required under a servicing agreement if, after taking into account any such release, certain asset to liability ratio tests are satisfied. These tests are described in this prospectus under the heading "Credit Enhancement —Surplus Fund" but may be modified if so specified in a 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 monthly calculation date, 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 "Description of the Notes – Flow of Funds" in this prospectus supplement for a more detailed description of distributions.

[THE FOLLOWING FLOW OF FUNDS IS A REPRESENTATIVE EXAMPLE FOR A DISCRETE TRUST]


                                            --------------------------------------------------------------------
                                                                      COLLECTION FUND
                                            --------------------------------------------------------------------

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

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

                   -----------------------------------------------------------------------------------------------------------------
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                                 Interest on Class A notes and amounts due to derivative product counterparties
(pro rata)                        (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 LIBOR rate notes and reset rate notes up to the
                   amount needed to reduce its outstanding principle 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)
                   -----------------------------------------------------------------------------------------------------------------

                   -----------------------------------------------------------------------------------------------------------------
                                                                      Depositor
17th                 (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 issuing entity 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 issuing entity'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 issuing entity'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 issuing entity 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 issuing entity 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.

[END OF FLOW OF FUNDS FOR A DISCRETE TRUST]

[THE FOLLOWING FLOW OF FUNDS IS A REPRESENTATIVE EXAMPLE FOR A MASTER TRUST]



                                           --------------------------------------------------------------------
                                                                     COLLECTION FUND
                                           --------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
1st                                            Payments required under any joint sharing agreement
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
2nd                                    Payments to the U.S. Department of Education or to a guarantee agency
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
3rd                                             Administration Fund, including Remarketing Fee Fund
                                 (payment of trust's expenses subject to limitations in the supplemental indenture)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
4th                                            Interest on Class A notes or other senior obligations
(pro rata)                                 (except for certain payments due under senior swap agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
5th                                                          Principal on Class A notes
(pro rata)                                                      (at stated maturity)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
6th                                          Interest on Class B notes or other subordinate obligations
(pro rata)                              (except for certain payments due under subordinate swap agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
7th                                                          Principal on Class B notes
(pro rata)                                                      (at stated maturity)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
8th                                                                 Reserve Fund
                                    (amounts necessary to increase the balance to the Reserve Fund Requirement)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
9th                                      Interest on Class C notes or other junior subordinate obligations
(pro rata)                           (except for certain payments due under junior subordinate swap agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
10th                                                         Principal on Class C notes
(pro rata)                                                      (at stated maturity)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
11th                   Other payments as set forth in a supplemental indenture upon satisfaction of a rating agency condition
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
12th                                                              Acquisition Fund
                                     (to fund add-on loans relating to consolidation loans owned by the trust)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
13th                                                Retirement Account of the Debt Service Fund
                                       (redemption of, or distribution of principal on the LIBOR rate notes)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
14th                                                              Acquisition Fund
                            (fund subsequent disbursements relating to Stafford loans and PLUS loans owned by the trust)
                  -----------------------------------------------------------------------------------------------------------------
                                                        (continued on next page)

                  -----------------------------------------------------------------------------------------------------------------
15th                                               Supplemental Interest Account and Carry-over Amounts
(sequentially)                                                      for Class A Notes
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
16th                                                       Carry-over Amounts for Class B Notes
                                                   (but only if the senior asset percentage would be at
                                                     least 100% upon the application of such amounts)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
17th                                                       Carry-over Amounts for Class C Notes
                                                     (but only if the senior asset percentage and the
                                                   subordinate asset percentage would be at least 100%
                                                          upon the application of such amounts)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
18th                                                             Senior Swap Counterparty
                                                     (payment of unpaid amounts due under senior swap
                                                                       agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
19th                                                          Subordinate Swap Counterparty
                                                  (payment of unpaid amounts due under subordinate swap
                                                                       agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
20th                                                       Junior Subordinate Swap Counterparty
                                                       (payment of unpaid amounts due under junior
                                                               subordinate swap agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
21st                                              Interest on Class A notes or other senior obligations
(pro rata)                                         for which payment is made at intervals of more than
                                                                      every 60 days
                                                    (except for certain payments due under senior swap
                                                                       agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
22nd                                                  Interest on Class B notes or other subordinate
(pro rata)                                        obligations for which payment is made at intervals of
                                                                 more than every 60 days
                                                    (except for certain payments due under subordinate
                                                                     swap agreements)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
23rd                                                                Retirement Account
                                                    (redemption of, or distribution of principal with
                                                                    respect to, notes)
                  -----------------------------------------------------------------------------------------------------------------

                  -----------------------------------------------------------------------------------------------------------------
24th                                                                   Surplus Fund
                  -----------------------------------------------------------------------------------------------------------------

So long as any class A LIBOR rate notes are outstanding, on each monthly calculation date the indenture trustee will transfer to the Retirement Account pursuant to priority thirteenth above (to the extent amounts are available in the Collection Fund or the Surplus Fund, after taking into account all prior application of moneys in those funds on that monthly calculation date) an amount sufficient to reduce the aggregate outstanding principal balance of each of the class A LIBOR rate notes to the aggregate targeted balance of each such class A LIBOR rate note for the next quarterly distribution date. For each quarterly distribution date, the targeted balance of a class A LIBOR rate note will equal the amount listed for that quarterly distribution date on the schedule of targeted balances attached to the applicable prospectus supplement. Amounts will be allocated to the class A LIBOR rate notes, regardless of when issued, sequentially in numerical order of class designation. Redemptions will be made up to those amounts even if the senior asset percentage and subordinate asset percentage would exceed the amount otherwise required.

So long as any class A LIBOR rate notes are outstanding, on each quarterly distribution date the indenture trustee will use amounts on deposit in the Retirement Account to redeem each of the class A LIBOR rate notes up to the amount needed to reduce their outstanding principal balance to their targeted balance for that quarterly distribution date.

Redemptions of notes will be made pursuant to priority twenty-third above as follows:

First, if so provided for a class of reset rate notes for a reset period subsequent to the initial reset period, to redeem such class, or if a failed remarketing has occurred with respect to a class of reset rate notes, to redeem such class. However, reset rate notes may not be redeemed upon a failed remarketing if a confirmation has been received from the rating agencies that the ratings of such class of reset rate notes will not be reduced or withdrawn as a result of not redeeming such notes.

Second, to redeem each class of auction rate notes that are then permitted to be redeemed, regardless of when issued, including any class of subordinate auction rate notes. The specific class of auction rate notes to be redeemed will be determined by issuer order and the redemptions will occur on the auction rate distribution date for the applicable class pursuant to the auction procedures described in the accompanying prospectus.

Third, to redeem each class of the reset rate notes still outstanding on a pro rata basis (or, if a class of reset rate notes is structured to receive payments of principal only at the end of its reset period, amounts allocated to such class will be deposited into the Accumulation Fund and used to redeem such class of reset rate notes on its next reset date).

Fourth, to redeem each of the class A LIBOR rate notes sequentially in numerical order, until its outstanding principal balance is reduced to zero.

As a result of the priorities described above:

•

so long as any class A LIBOR rate notes remain outstanding, deposits will be made to the Retirement Account for the class A LIBOR rate notes pursuant to priority thirteenth above prior to any other series of notes issued by the issuing entity receiving a principal payment, except for any payments due at the stated maturity of a class of notes; and

•

no class A LIBOR rate notes will receive any payments of principal exceeding the amount needed to reduce its outstanding principal balance to the targeted balance for the applicable quarterly distribution date unless the issuing entity has redeemed previously each class of auction rate notes (that are then permitted to be redeemed) and each class of reset rate notes (or if a class of reset rate notes is not then receiving payments of principal, an amount equal to the outstanding principal balance of such class has been deposited into the Accumulation Fund).

During any reset period, a class of reset rate notes may be structured not to receive principal payments until the end of its 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 such reset rate notes as principal will instead be deposited into the Accumulation Fund. Principal payments will be allocated to the Accumulation Fund until amounts on deposit therein are sufficient to pay the outstanding principal balance of such class of reset rate notes in full and those funds will remain in the Accumulation Fund until the next reset date for such class. On each related reset date, the trust will pay all amounts, less any investment earnings, on deposit in the Accumulation Fund, including amounts deposited on that reset date, to the holders of the class of reset rate notes, or the related swap counterparty for payment to the holders of such reset rate notes if such reset rate notes are denominated in a currency other than U.S. Dollars, as a distribution of principal.

Subordinate notes will not be redeemed so long as any class A LIBOR rate notes are outstanding. Thereafter, subordinated notes may only be redeemed if, after giving effect to the redemption, while senior notes are outstanding, the senior asset percentage will be at least equal to [___]%, and the subordinate asset percentage will be least equal to [___]%. These percentages may be decreased with confirmation from the rating agencies that the change will not adversely affect the ratings on any of the notes.

Subject to the limitations described in the preceding paragraph, the subordinate notes, may be redeemed at our option, in whole or in part, on any auction rate distribution date for that class at a price equal to 100% of the principal amount of notes being redeemed, plus accrued interest to the redemption date.

[END OF FLOW OF FUNDS FOR A MASTER TRUST]

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.

Call Option for Reset Rate Notes

College Loan Corporation, or its affiliates, will have the option to purchase a class of the reset rate notes in its entirety on any reset date and on any date for a class of the reset rate notes following a failed remarketing for such class and the continuation thereof. This call option may be exercised by College Loan Corporation, or its affiliates, at any time prior to the determination of the related spread, fixed rate or auction rate or the declaration of a failed remarketing on the related determination date for such class of reset rate notes, and at any time following a failed remarketing for such class and during the continuation thereof. The purchase price paid for such reset rate notes will be equal to their 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:

•	the rate applicable for the most recent reset period during which the failed remarketing rate was not in effect, if such class of reset rate notes did not have at least one related derivative product in effect during the previous reset period; or

•

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. See "Description of the Notes – Reset Rate Notes – Call Option for Reset Rate Notes" in this prospectus supplement.

Characteristics of the Student Loan Portfolio

The student loans [that the issuing entity currently owns, as well as the student loans that] the issuing entity 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 issuing entity currently owns, as well as the student loans that] the issuing entity 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 issuing entity currently own, as well as the student loans that] the issuing entity 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 [and Surplus Fund], as described below under "Credit Enhancement — Reserve Fund", "- Capitalized Interest Fund", [and "- Surplus Fund"] and for the class A notes, the subordination of the class B notes, as described below under the caption "- Subordinated Notes."

[If an issuing entity uses an insurance policy, surety bond, letter of credit or liquidity facility as a form of credit enhancement, the related prospectus supplement will provide all applicable information required by Item 1114 of Regulation AB.]

[Collateralization Ratios

On the closing date, after we issue the series 2006-1 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 issuing entity's student loans in an amount equal to 1/12th of ___% for student loans (other than consolidation loans) in school, grace, deferment and forbearance, ____% for student loans (other than consolidation loans) in repayment and ___% for consolidation loans. In addition, 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 issuing entity's student loans. Under the terms of the agreement, _____________ may be required to purchase student loans from the issuing entity 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 issuing entity, 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 issuing entity'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 issuing entity's student loans at the end of future collection periods using procedures similar to those described above.

If the issuing entity'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 issuing entity'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 issuing entity 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 issuing entity will enter into LIBOR note derivative product agreements with _________________ and __________. Under the LIBOR note derivative product agreements, ___________________ and _______________each will pay to the issuing entity, 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 issuing entity'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 issuing entity 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 issuing entity 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 issuing entity 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 issuing entity 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 issuing entity was required to redeem all of its notes, the trust's liabilities may exceed its assets. If this were to occur, the issuing entity would be unable to repay in full all of the holders of the notes.

Role of the broker-dealers

Each broker-dealer has been appointed by the issuers or obligors of various auction rate securities to serve as a dealer for the related auctions and is paid by those issuers or obligors for its services. With respect to the auction rate notes, each broker-dealer receives broker-dealer fees from such issuers or obligors at an agreed-upon annual rate that is applied to the principal amount of securities sold or successfully placed through each broker-dealer in such auctions.

Each broker-dealer has been appointed to serve as a broker-dealer in the auctions pursuant to the applicable broker-dealer agreement among the issuing entity, the auction agent and such broker-dealer to contact existing investors and potential investors and solicit bids for the auction rate notes. Each broker-dealer will receive broker-dealer fees from the issuing entity with respect to the auction rate notes sold or successfully placed through it in auctions for the auction rate notes. A broker-dealer may share a portion of such fees with other broker-dealers that submit orders through it that are filled in auctions for the auction rate notes.

Bidding by broker-dealers

Each broker-dealer is permitted, but not obligated, to submit orders in auctions for its own account either as a bidder or a seller and routinely does so in the auction rate securities market in its sole discretion. If a broker-dealer submits an order for its own account, it would have an advantage over other bidders because such broker-dealer would have knowledge of the other orders placed through it in that auction and, thus, could determine the rate and size of its order so as to increase the likelihood that its order will be accepted in the auction and that the auction will clear at a particular rate. For this reason, and because each broker-dealer is appointed and paid by the issuing entity to serve as a broker-dealer in each auction, a broker-dealer's interests in conducting an auction may differ from those of existing holders and potential holders who participate in auctions. See "Risk Factors – Role of the broker-dealers" in this prospectus supplement. A broker-dealer would not have knowledge of orders submitted to the auction agent by any other broker-dealer, or any future broker-dealer, appointed to accept orders pursuant to a broker-dealer agreement.

Each broker-dealer may routinely place one or more bids in an auction for its own account to acquire auction rate notes for its inventory, to prevent an "auction failure event" (i.e. an event where there are insufficient clearing bids, which would result in the auction rate being set at the maximum rate) or to prevent an auction from clearing at a rate that such broker-dealer believes does not reflect the market for the auction rate notes. Each broker-dealer may place such bids even after obtaining knowledge of some or all of the other orders submitted through it. When bidding for its own account, a broker-dealer may also bid outside or inside the range of rates that it posts in its Price Talk. See "Risk Factors — Price Talk" in this prospectus supplement.

Each broker-dealer routinely encourages bidding by others in auctions for which it serves as broker-dealer. Each broker-dealer also may encourage bidding by others in auctions, including to prevent an "auction failure event" or to prevent the auction from clearing at a rate that the broker-dealer believes does not reflect the market for the auction rate notes. Each broker-dealer may encourage such bids even after obtaining knowledge of some or all of the other orders submitted through it.

Bids by a broker-dealer or by those it may encourage to bid are likely to affect (i) the auction rate — including preventing the auction rate from being set at the maximum rate or otherwise causing bidders to receive a higher or lower rate than they might have received had such broker-dealer not bid or not encouraged others to bid and (ii) the allocation of auction rate notes being auctioned — including displacing some bidders who may have their bids rejected or receive fewer auction rate notes than they would have received if such broker-dealer had not bid or encouraged others to bid. Because of these practices, the fact that an auction clears successfully does not mean that an investment in the auction rate notes involves no significant liquidity or credit risk. The broker-dealers are not obligated to continue to place such bids or to encourage other bidders to do so in any particular auction to prevent an auction from failing or clearing at a rate a broker-dealer believes does not reflect the market for the auction rate notes. Investors should not assume that the broker-dealers will place bids or encourage others to do so or that "auction failure events" will not occur. Investors should also be aware that bids by a broker-dealer or by those it may encourage to place bids may cause lower auction rates to occur.

In any particular auction, if all outstanding auction rate notes being auctioned are the subject of submitted hold orders, the auction rate for the next succeeding auction period will be the all hold rate (such a situation is called an "all hold auction").

It is the practice of each of the broker-dealers that holds any auction rate notes for its own account on an auction date to submit a sell order into the auction with respect to such auction rate notes, which would prevent that auction from being an all hold auction. A broker-dealer may, but is not obligated to, submit bids for its own account in that same auction, as set forth above.

The statements herein regarding bidding by a broker-dealer apply only to a broker-dealer's auction desk and any other business units of the broker-dealer that are not separated from the auction desk by an information barrier designed to limit inappropriate dissemination of bidding information.

"Price Talk"

Before the start of an auction, a broker-dealer, in its discretion, may make available to its customers who are existing holders and potential holders such broker-dealer's good faith judgment of the range of likely clearing rates for the auction based on market and other information. This is known as "Price Talk." Price Talk is not a guaranty that the auction rate established through the auction will be within Price Talk, and existing holders and potential holders are free to use it or ignore it. A broker-dealer may occasionally update and change Price Talk based on changes in issuer credit quality or macroeconomic factors that are likely to result in a change in interest rate levels, such as an announcement by the Federal Reserve Board of a change in the Federal Funds rate or an announcement by the Bureau of Labor Statistics of unemployment numbers. Each broker-dealer will use its best efforts to communicate this information in a manner reasonably designed to make it available to all existing holders and potential holders that were given the original Price Talk. Existing holders and potential holders should confirm with their broker-dealers the manner by which the broker-dealers will communicate Price Talk and any changes to Price Talk.

"All-or-Nothing" bids

The broker-dealers do not accept "all-or-nothing" bids (i.e., bids whereby the bidder proposes to reject an allocation smaller than the entire quantity bid) or any other type of bid that allows the bidder to avoid auction procedures that require the pro rata allocation of the auction rate notes when there are not sufficient sell orders to fill all bids at the clearing rate.

No assurances regarding auction outcomes

No broker-dealer provides any assurance as to the outcome of any auction. Nor does any broker-dealer provide any assurance that any bid will be successful, in whole or in part, or that the auction will clear at a rate that a bidder considers acceptable. Bids for the auction rate notes may be rejected or may be only partially filled, and the auction rate on any auction rate notes purchased or retained in an auction may be lower than the market rate for similar investments.

The broker-dealers will not agree before an auction to buy auction rate notes from, or sell auction rate notes to, a customer after the auction.

Deadlines

Each particular auction has a formal time deadline by which all bids must be submitted by a broker-dealer to the auction agent. This deadline is called the “submission deadline.” To provide sufficient time to process and submit customer bids to the auction agent before the submission deadline, each of the broker-dealers imposes an earlier deadline — called the “broker-dealer deadline” — by which bidders must submit bids to it. The broker-dealer deadline is subject to change by each broker-dealer. Each broker-dealer will use its best efforts to make this information available by means reasonably expected to reach existing holders and potential holders. Existing holders and potential holders should consult with their broker-dealers as to their broker-dealer deadlines. A broker-dealer may correct clerical errors by the broker-dealer after the broker-dealer deadline and prior to the submission deadline. A broker-dealer may submit bids for its own account at any time until the submission deadline and may change bids they have submitted for their own account at any time until the submission deadline. The auction procedures provide that until one hour after the auction agent completes the dissemination of the results of an auction, new orders can be submitted to the auction agent if such orders were received by a broker-dealer or generated by a broker-dealer for its own account prior to the submission deadline and the failure to submit such orders prior to the submission deadline was the result of force majeure, a technological failure or a clerical error. In addition, until one hour after the auction agent completes the dissemination of the results of an auction, a broker-dealer may modify or withdraw an order submitted to the auction agent prior to the submission deadline if the broker-dealer determines that such order contained a clerical error. In the event of such a submission, modification, or withdrawal, the auction agent will rerun the auction, if necessary, taking into account such submission, modification, or withdrawal.

During any auction period, the issuing entity, pursuant to the terms of the indenture may change the length of the next auction period for a class of the auction rate notes. A broker-dealer may negotiate a separate fee from the issuing entity in such circumstances.

Existing holder's ability to resell auction rate notes may be limited

Existing holders may sell, transfer or dispose of auction rate notes in an auction only pursuant to a bid or sell order in accordance with the auction procedures or outside of an auction only through a broker-dealer. Existing holders will be able to sell all of the auction rate notes that are the subject of submitted sell orders only if there are bidders willing to purchase all those auction rate notes in the auction. If sufficient clearing bids have not been made, existing holders that have submitted sell orders will not be able to sell in the auction all, and may not be able to sell any, of the auction rate notes subject to such submitted sell orders. As discussed above (see "Risk Factors — Bidding by broker-dealers"), a broker-dealer may submit a bid in an auction to keep it from failing, but it is not obligated to do so. There may not always be enough bidders to prevent an auction from failing in the absence of such broker-dealer bidding in the auction for its own account. Therefore, "auction failure events" are possible, especially if the issuing entity's credit were to deteriorate, a market disruption were to occur or if, for any reason, a broker-dealer were unable or unwilling to bid in the applicable auction.

Between auctions, there can be no assurance that a secondary market for the auction rate notes will develop or, if it does develop, that it will provide existing holders the ability to resell the auction rate notes on the terms or at the times desired by an existing holder. Each broker-dealer may, in its own discretion, decide to buy or sell the auction rate notes in the secondary market for its own account to or from investors at any time and at any price, including at prices equivalent to, below, or above the par value of the auction rate notes. However, the broker-dealers are not obligated to make a market in the auction rate notes, and may discontinue trading in the auction rate notes without notice for any reason at any time. Existing holders who resell between auctions may receive less than par value, depending on market conditions.

If an existing holder purchased an auction rate note through a dealer which is not one of the broker-dealers for the auction rate notes, such existing holder's ability to sell its auction rate note may be affected by the continued ability of its dealer to transact trades for the auction rate notes through the broker-dealers.

The ability to resell the auction rate notes will depend on various factors affecting the market for the auction rate notes, including news relating to the issuing entity, the attractiveness of alternative investments, investor demand for short term securities, the perceived risk of owning the auction rate notes (whether related to credit, liquidity or any other risk), the tax or accounting treatment accorded the auction rate notes (including U.S. generally accepted accounting principles as they apply to the accounting treatment of auction rate securities), reactions of market participants to regulatory actions (such as those described in "Risk Factors — Securities and Exchange Commission settlements" in this prospectus supplement) or press reports, financial reporting cycles and market conditions generally. Demand for the auction rate notes may change without warning, and declines in demand may be short-lived or continue for longer periods.

Resignation of the auction agent under the auction agent agreement or a broker-dealer under the applicable broker-dealer agreement could impact the ability to hold auctions

The auction agent agreement provides that the auction agent may resign from its duties as auction agent by giving at least 90 days notice to the indenture trustee, the issuing entity and each broker-dealer and does not require, as a condition to the effectiveness of such resignation, that a replacement auction agent be in place if its fee has not been paid. The auction agent may terminate the auction agent agreement upon 25 days' notice if, after notifying the indenture trustee, each broker-dealer and the issuing entity that it has not received payment of any auction agent fee due it in accordance with the terms hereof, the auction agent does not receive such payment within 30 days. Any resignation or termination of the auction agent, other than as described in the immediately preceding sentence, shall not become effective until a successor auction agent has been appointed and such successor auction agent has accepted such position; provided, however, that in the event that a successor auction agent has not been appointed within 60 days after the date specified in its notice of resignation, then the auction agent may petition a court of competent jurisdiction for a replacement.

Each broker-dealer agreement provides that the broker-dealer thereunder may resign upon 5 days notice or suspend its duties immediately, in certain circumstances, and does not require, as a condition to the effectiveness of such resignation or suspension, that a replacement broker-dealer be in place. For any auction period during which there is no duly appointed auction agent, or during which there is no duly appointed broker-dealer, it will not be possible to hold auctions, with the result that the interest rate on the auction rate notes will be determined as described in "Description of the Series 2007-2 Notes – Auction Rate Notes" in this prospectus supplement.

Securities and Exchange Commission settlements

On May 31, 2006, the U.S. Securities and Exchange Commission announced that it had settled its investigation of fifteen firms, including [insert firm names] (the "Settling 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, the Settling Broker-Dealers agreed to pay civil penalties. In addition, each Settling Broker-Dealer, without admitting or denying the SEC's allegations, agreed 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 Settling 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. No action was taken by the Securities and Exchange Commission against [insert firm names], and none of [insert firm names] is aware of any ongoing inquiries on this matter related to [insert firm names].

In addition on January 9, 2007, the SEC announced that it had settled its investigation of three banks, including [insert firm names] (the "Settling Auction Agents"), that participate as auction agents in the auction rate securities market, regarding their respective practices and procedures in this market. The SEC alleged in the settlement that the Settling Auction Agents allowed broker-dealers in auctions to submit bids or revise bids after the submission deadlines and allowed broker-dealers to intervene in auctions in ways that may have affected the rates paid on the auction rate securities. As part of the settlement, each of the Settling Auction Agents agreed to pay a civil penalty. In addition, each Settling Auction Agent, without admitting or denying the SEC's allegations, agreed to provide to broker-dealers and issuers written descriptions of its material auction practices and procedures and to implement procedures reasonably designed to detect and prevent any failures by that Settling Auction Agent to conduct the auction process in accordance with disclosed procedures.

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 issuing entity]. 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 [and the Surplus 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 issuing entity. Noteholders must rely primarily on interest payments on the issuing entity'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 issuing entity 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 issuing entity'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 issuing entity 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 issuing entity 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 issuing entity 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 issuing entity and the applicable rating agencies.

If an early termination occurs, the issuing entity 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 issuing entity 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 issuing entity may be delayed as a result of these requirements, which may reduce the funds available to the issuing entity 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") authorizes the Secretary of Education 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 issuing entity'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 Higher Education Act is currently subject to periodic reauthorization.

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.

On February 1, 2007, The Student Loan Sunshine Act (S. 486) was introduced in the U.S. Senate. On May 9, 2007, the House passed its own version of The Student Loan Sunshine Act. Both bills provide for substantially enhanced disclosures to borrowers. The bills also provide for disclosures regarding the relationships, if any, between lenders and the borrower's educational institution as well as limiting gifts, services or other things of value made by a lender which has a relationship with educational institutions.

On June 12, 2007, the Secretary of Education released new proposed regulations to amend the FFELP. Among other things, the proposed regulations incorporate, with some modifications, current, interpretive and clarifying guidance on prohibited inducements and activities provided to lenders and guaranty agencies. Such regulations provide that guaranty agencies will not be permitted to make claim payments against the federal fund or receive reinsurance by the Department of Education under the FFELP on a loan if the lender offered or provided an improper inducement. In addition, the proposed regulations also specify the requirements that a school must meet if it chooses to provide a preferred lender list, including that the preferred lender list contain at least three lenders that are not affiliated with each other.

The President signed the College Cost Reduction and Access Act into law on September 27, 2007, which act institutes significant changes to the FFELP, including, but not limited to:

•

reducing SAP payments by between 0.55% and 0.85% per annum, depending on the loan type (with lower reductions for not-for-profit lenders), for loans for which the first disbursement is made on or after October 1, 2007;

•

reducing student loan insurance from 97% to 95% for loans for which the first disbursement is made on or after October 1, 2012;

•

eliminating the exceptional performance designation, and the resulting higher insurance coverage, effective October 1, 2007, regardless of when the first disbursement on the loan was made;

•

increasing lender origination fees on consolidation loans from 0.50% to 1.00% for consolidation loans for which the first disbursement is made on or after October 1, 2007; and

•

reducing during the four year period beginning on July 1, 2008 and ending on June 30, 2012, the current fixed 6.8% interest rate for undergraduate subsidized Stafford loans, which rate reverts to 6.8% on subsidized Stafford Loans for which the first disbursement is made on or after July 1, 2012.

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

[The issuing entity 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 issuing entity based on then-current market conditions, or if otherwise required to obtain a rating confirmation, the issuing entity 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 issuing entity, 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 issuing entity 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 issuing entity 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 issuing entity 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 issuing entity 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 ability of the issuing entity 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 issuing entity 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 issuing entity would have been required to pay to the swap counterparty under the terminated interest rate swap agreement. In this event, the issuing entity 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 a class of 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 issuing entity, 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 issuing entity 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 [master] 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 issuing entity has previously issued the classes of notes listed below under the heading "The Student Loan Operations of College Loan Corporation Trust 200_-_ – Capitalization" in this prospectus supplement 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. The assets of the issuing entity will include student loans [previously acquired along with student loans] acquired with the proceeds of the series ___ notes, [student loans acquired with the proceeds of future issuance of 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 issuing entity 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 issuing entity will not engage in any activity other than:

•

acquiring, holding, managing and selling the student loans and the other assets of the issuing entity, 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 issuing entity. The mailing address for College Loan LLC, is 14303 Gateway Place, Poway, California 92064 and its telephone number is (858) 716-1586.

The notes will be secured by the assets of the issuing entity. 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 Fund 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 issuing entity'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 issuing entity pursuant to an administration agreement dated ___, 200_, among the issuing entity, ___, as Delaware trustee, and ___, as indenture trustee. Under the administration agreement, College Loan Corporation will provide certain administrative services to the issuing entity, the indenture trustee and the Delaware trustee, including, among other things:

•

administering accounting and financial reporting activities of the issuing entity;

•

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 issuing entity's student loans. See "The Issuer Administrator" in the accompanying prospectus.

The administration agreement will continue in force until the dissolution of the issuing entity. The issuer administrator can resign on 60 days written notice or be removed upon 60 days written notice by the issuing entity, 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 issuing entity.

Securitization trusts, sponsored by College Loan Corporation and its subsidiaries, began securitizing student loans in March 2002. Since then, College Loan Corporation or its subsidiaries have issued student loan asset backed securities having an aggregate initial principal balance of $12.6 billion. 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 issuing entity. Its address is __________.

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

Indenture Trustee. The issuing entity 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 its 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 issuing entity to student loans originated under the Federal Family Education Loan Program from "eligible lenders" under the Higher Education Act and acquired by the issuing entity pursuant to the terms of a loan purchase agreement with the depositor. The depositor will sell to the issuing entity the student loans to be acquired by the issuing entity 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 issuing entity 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 issuing entity's or the indenture trustee's request, the depositor and College Loan Corporation will be obligated to repurchase any student loan the issuing entity 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 issuing entity; 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 issuing entity, 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 issuing entity'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 issuing entity 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 issuing entity 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 issuing entity, 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 issuing entity 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
-------
$ ]
====

[College Loan Corporation Trust 20__-_, the issuing entity, is a master trust and has previously issued _____ series of student loan asset-backed notes.] The following table sets forth the capitalization of the issuing entity, after giving effect to the issuance of the series ___ notes. In preparing this table, the outstanding principal amount of each of the issuing entity's previously issued notes is presented as of ___, 20__.

Outstanding Notes Issued By the Issuing Entity

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 issuing entity 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 [issuing entity][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 issuing entity will have servicing agreements in place with ___ and ___.

[The servicing agreements

The issuing entity 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 issuing entity. 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 issuing entity, with the consent of the indenture trustee).

Description of Subservicers

[To be provided]

Payments on Student Loans. [Payments received on the issuing entity'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 issuing entity's student loans will not be segregated from payments received on other student loans serviced by such servicer. Payments received on account of the issuing entity'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 Issuing Entity

The following table lists all fees and expenses of the issuing entity. 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                 __%-__% per annum based on the average, computed
                                      [for applicable class of            daily, of the outstanding principal balance of the
                                          auction rate notes]             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                           ___                      $___ per issuance as the verification agent fee
Back-up Administrator Fee
                                                                          $___ per annum as the back-up administration fee

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

__________________

*Remarketing fees range from 0.22% to 0.33% 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 issuing entity 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 issuing entity, 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 issuing entity 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 issuing entity'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 issuing entity [currently owns as well as the student loans that the issuing entity] 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 issuing entity [currently owns as well as the student loans that the issuing entity] 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.

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


                                 Number of        Outstanding Principal     Percent of Loans by
     Loan Type                    Loans*              Balance               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              Number of       Outstanding Principal      Percent of Loans by
  Interest Rate             Loans              Balance               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%                                                              %
                       -----------         ------------               -----------
                       ______              $______                    100.00%
      Total

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


    Borrower              Number of       Outstanding Principal      Percent of Loans by
  Payment Status             Loans              Balance               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


                                   Number of         Outstanding Principal        Percent of Loans by
   Disbursement Date                 Loans                 Balance                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          Number of       Outstanding Principal    Percent of Loans by
Scheduled Maturity        Loans              Balance             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         Number of           Outstanding Principal       Percent of Loans by
    Index                   Loans                  Balance                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)