0000899681-06-000442 Sample Contracts

TRUST AGREEMENT between COLLEGE LOAN LLC as Depositor and _________________ as Delaware Trustee College Loan Corporation Trust 20__-_ Dated as of ____________, 200_
Trust Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • Delaware

TRUST AGREEMENT dated as of ____________, 200_, between _________, a Delaware trust company, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and College Loan LLC, a Delaware limited liability company (the "Depositor").

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MASTER SERVICING AGREEMENT
Master Servicing Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • New York

This MASTER SERVICING AGREEMENT (the "Master Servicing Agreement") is entered into as of ________, 20__ by and between College Loan Corporation, having its principal office in San Diego, California (the "Servicer") and College Loan Corporation Trust 20__-__, a Delaware statutory trust, having its principal office in Wilmington, Delaware (the "Issuer").

FEDERAL FFELP ORIGINATION AND SERVICING AGREEMENT
Federal Ffelp Origination and Servicing Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies

THIS AGREEMENT is made and entered into as of _____ __, 200_ by and between _________, a __________ _________, having its principal office in ________ ("SERVICER") and College Loan Corporation, a California corporation, having its principal office in San Diego, California ("LENDER").

ADMINISTRATION AGREEMENT among COLLEGE LOAN CORPORATION TRUST 200_-_, as Issuer [DELAWARE TRUSTEE], as Delaware Trustee [TRUSTEE], as Indenture Trustee [TRUSTEE], as Eligible Lender Trustee and COLLEGE LOAN CORPORATION, as Issuer Administrator Dated...
Administration Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • New York

This ADMINISTRATION AGREEMENT dated as of _____ __, 200_ (as amended from time to time, the "Agreement"), is among COLLEGE LOAN CORPORATION TRUST 200_-_, a Delaware statutory trust (the "Issuer"), [DELAWARE TRUSTEE], a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), [TRUSTEE], a national banking association, not in its individual capacity but solely as Indenture Trustee (in such capacity, the "Indenture Trustee"), and [TRUSTEE], a ________ banking corporation, as Eligible Lender Trustee (in such capacity, the "Eligible Lender Trustee") and COLLEGE LOAN CORPORATION, a California corporation, as Issuer Administrator (the "Issuer Administrator").

REMARKETING AGREEMENT
Remarketing Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • New York

REMARKETING AGREEMENT, dated as of ___, 200_ (this “Remarketing Agreement”), among COLLEGE LOAN CORPORATION TRUST 20__-_ (the “Issuer”), COLLEGE LOAN CORPORATION, as Issuer Administrator (the “Issuer Administrator”), ___, ___ and ___ (in their capacities as remarketing agents under this Remarketing Agreement, each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).

FFELP LOAN PURCHASE AGREEMENT
Ffelp Loan Purchase Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • New York

This FFELP Loan Purchase Agreement (the "Agreement" or the "Loan Purchase Agreement") is made and entered into as of ____ __, 20__ by and among ____________, a ____________ (the "Purchaser") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Purchaser Trust Agreement (the "Purchaser Trustee"), ____________, a Delaware limited liability company (the "Seller") acting by and through [Insert Trustee], not individually but solely as eligible lender trustee under the Seller Trust Agreement (the "Seller Trustee"), and ____________, a ____________ (the "Parent").

LIMITED LIABILITY COMPANY AGREEMENT OF COLLEGE LOAN LLC
Limited Liability Company Agreement • July 25th, 2006 • College Loan LLC • Federal & federally-sponsored credit agencies • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (together with the schedules attached hereto, this "Agreement") of COLLEGE LOAN LLC (the "Company"), dated as of March 5, 2002 (the "Effective Date"), is entered into by COLLEGE LOAN CORPORATION ("CLC") as the sole economic member of the Company and COLLEGE LOAN SPECIAL PURPOSE CORPORATION ("SPC"), as the special member of the Company. Capitalized terms used and not otherwise defined herein have the meanings set forth in Schedule A hereto, or, if not defined in Schedule A, such terms have the meanings set forth in the Basic Documents (as defined in Schedule A hereto).

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