1,400,000,000 COLLEGE LOAN CORPORATION TRUST 2005-2 UNDERWRITING AGREEMENT October 7, 2005

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

UNDERWRITING AGREEMENT

October 7, 2005

Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

UBS Securities LLC
1285 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000


Ladies and Gentlemen:

             1.      Introductory. College Loan LLC (the "Sponsor") has filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $3,000,000,000 of student loan asset-backed notes. College Loan Corporation, a California corporation ("College Loan") is the sole economic member of the Sponsor. The Sponsor proposes to cause College Loan Corporation Trust 2005-2 (the "Trust") to issue and to sell, pursuant to this Underwriting Agreement (this "Agreement") to Xxxxxxx, Xxxxx & Co., Citigroup Global Markets Inc., UBS Securities LLC and X.X. Xxxxxx Securities Inc. (each, an "Underwriter" and collectively, the "Underwriters") $300,000,000 principal amount of its Class A-1 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-1 Notes"), $481,000,000 principal amount of its Class A-2 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-2 Notes"), $200,000,000 principal amount of its Class A-3 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-3 Notes"), $363,000,000 principal amount of its Class A-4 Student Loan Asset-Backed Notes, Series 2005-2 (the "Class A-4 Notes") and $56,000,000 principal amount of its Class B Student Loan Asset-Backed Notes, Series 2005-2 (the "Class B Notes" and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the "Notes").

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

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

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

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

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

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

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

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

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

     (b)      On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations thereunder, and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement and on the Closing Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration Statement or the Prospectus based upon written information furnished by the Underwriters (as described in Section 7(b) hereof), specifically for use therein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on October 18, 2005, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (b)      The Prospectus shall have been filed with the Commission in accordance with the Act and Section 5(a) hereof. On or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Sponsor, shall be contemplated by the Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (p)      The Underwriters shall have received a certificate from each of the Servicers, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the applicable Servicer contained in the Servicing Agreement to which it is a party and the ACS Custodian Agreement or the Great Lakes Custodian Agreement, as the case may be, are true and correct in all material aspects, that such Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) that they have reviewed the Prospectus and that the information therein regarding the applicable Servicer is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of the applicable Servicer, has occurred:

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

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

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

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

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

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

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

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

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

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

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

           7.      Indemnification and Contribution.

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

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

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

     (d)      To the extent the indemnification provided for in Section 7(a) or 7(b) above is unavailable to an Indemnified Party or is insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and College Loan on the one hand and an Underwriter on the other hand from the offering of the Notes or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the Sponsor or College Loan on the one hand and of an Underwriter on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Sponsor and College Loan on the one hand and an Underwriter on the other hand in connection with the offering of the Notes shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Sponsor and the total discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus, bear to the aggregate offering price of the Notes. The relative fault of the Sponsor and College Loan on the one hand and of an Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sponsor, College Loan or by an Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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

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

           9.      Computational Materials.

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

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

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

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

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

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

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

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

           11.      Notices. Any written request, demand, authorization, direction, notice, consent or waiver shall be personally delivered or mailed certified mail, return receipt requested (or in the form of telex or facsimile notice, followed by written notice as aforesaid) and shall be deemed to have been duly given upon receipt, if sent to the Underwriters, when delivered to the Underwriters at Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx (Fax (000) 000-000-0000), Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx (Fax (000) 000-0000), UBS Securities LLC, 1285 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx (Fax (000) 000-0000) and X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx (Fax (000) 000-0000), and if sent to the Sponsor when delivered to: 00000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxx (Fax (000) 000-0000).

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

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

           14.      Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof. The Sponsor and College Loan hereby submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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

Very truly yours,


COLLEGE LOAN LLC

By College Loan Corporation as sole economic
   member



By   /s/ Xxxx Xxxx                                                      
Name  Xxxx Xxxx                                                      
Title  Vice President of Capital Markets                


COLLEGE LOAN CORPORATION



By   /s/ Xxxx Xxxx                                                      
Name  Xxxx Xxxx                                                      
Title  Vice President of Capital Markets               

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

XXXXXXX, XXXXX & CO.


By   /s/ Xxxxxxx, Sachs & Co.                                      
          (Xxxxxxx, Xxxxx & Co.)



CITIGROUP GLOBAL MARKETS INC.


By   /s/ Xxxx X. Xxxxxxx                                            
Name  Xxxx X. Xxxxxxx                                            
Title  Managing Director                                          

UBS SECURITIES LLC



By   /s/ Xxxx X. Xxxxxxxx                                              
Name  Xxxx X. Xxxxxxxx                                              
Title  Managing Director                                            



By   /s/ Xxxx XxXxxxxx                                                 
Name  Xxxx XxXxxxxx                                                 
Title  Executive Direcctor                                             X.X. XXXXXX SECURITIES INC.



By   /s/ R. Xxxx Xxxxxxxxx                                            
Name  R. Xxxx Xxxxxxxxx                                            
Title  Vice President                                                     

SCHEDULE I

OFFICES

For College Loan:

For Warehouse:

For Gold Funding LLC

For Royal Funding LLC

For the Sponsor:

For the Trust: California Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

Delaware Secretary of State

SCHEDULE II

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

Xxxxxxx, Xxxxx & Co.                 $136,400,000      $144,400,000        $60,100,000       $109,000,000       $16,800,000
Citigroup Global Markets Inc.         136,400,000       144,400,000         60,100,000        109,000,000        16,800,000
UBS Securities LLC                            -0-       163,200,000         67,900,000        123,200,000        19,000,000
X.X. Xxxxxx Securities Inc             27,200,000        29,000,000         11,900,000         21,800,000         3,400,000

SCHEDULE III

     Security        Original Principal Balance Price %

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

Total Purchase Price $1,396,418,200

SCHEDULE IV           

   Security

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

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

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