0000899681-07-000219 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between COLLEGE LOAN LLC as Depositor and WILMINGTON TRUST COMPANY as Delaware Trustee College Loan Corporation Trust II Dated as of March 1, 2007
Trust Agreement • March 13th, 2007 • College Loan Corp Trust II • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of March 1, 2007 (the "Agreement"), between Wilmington Trust Company, a Delaware banking corporation, 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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ADMINISTRATION AGREEMENT among COLLEGE LOAN CORPORATION TRUST II, as Issuer WILMINGTON TRUST COMPANY, as Delaware Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee and...
Administration Agreement • March 13th, 2007 • College Loan Corp Trust II • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT dated as of March 1, 2007 (as amended from time to time, the “Agreement”), is among COLLEGE LOAN CORPORATION TRUST II, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”) and COLLEGE LOAN CORPORATION, a California corporation, as Issuer Administrator (the “Issuer Administrator”).

MASTER SERVICING AGREEMENT
Master Servicing Agreement • March 13th, 2007 • College Loan Corp Trust II • Asset-backed securities • New York

This MASTER SERVICING AGREEMENT (the “Master Servicing Agreement”) is entered into as of March 1, 2007 by and between College Loan Corporation, having its principal office in San Diego, California (the “Servicer”), and College Loan Corporation Trust II, a Delaware statutory trust, having its principal office in Wilmington, Delaware (the “Issuer”).

College Loan Corporation Trust II $800,000,000 Student Loan Asset–Backed Notes Series 2007-1 (Auction Rate Notes) UNDERWRITING AGREEMENT March 5, 2007
College Loan Corp Trust II • March 13th, 2007 • Asset-backed securities • New York

College Loan LLC (the "Depositor") has filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $1,500,000,000 of student loan asset-backed notes. College Loan Corporation, a California corporation ("College Loan"), is the sole economic member of the Depositor. The Depositor proposes to cause College Loan Corporation Trust II, a Delaware statutory trust (the "Issuer"), to issue and to sell pursuant to this Underwriting Agreement (this "Agreement") to UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (each, an "Underwriter" and collectively, the "Underwriters") $800,000,000 aggregate principal amount of its Student Loan Asset-Backed Notes, Series 2007-1 in the classes and initial principal amounts and with the terms set forth on Schedule A hereto (collectively, the "Series 2007-1 Auction Rate Notes"). The Series 2007-1 Auctio

FEDERAL FFELP ORIGINATION AND SERVICING AGREEMENT
Federal Ffelp Origination and Servicing Agreement • March 13th, 2007 • College Loan Corp Trust II • Asset-backed securities • California

THIS AGREEMENT is made and entered into as of June 1, 2006 by and between CLC Servicing, a California corporation, having its principal office in St. Paul, Minnesota (“SERVICER”) and College Loan Corporation, a California corporation, having its principal office in San Diego, California (“LENDER”).

College Loan Corporation Trust II $700,000,000 Student Loan Asset–Backed Notes Series 2007-1 (LIBOR Notes) UNDERWRITING AGREEMENT February 27, 2007
College Loan Corp Trust II • March 13th, 2007 • Asset-backed securities • New York

College Loan LLC (the "Depositor") has filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $1,500,000,000 of student loan asset-backed notes. College Loan Corporation, a California corporation ("College Loan"), is the sole economic member of the Depositor. The Depositor proposes to cause College Loan Corporation Trust II, a Delaware statutory trust (the "Issuer"), to issue and to sell pursuant to this Underwriting Agreement (this "Agreement") to UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (each, an "Underwriter" and collectively, the "Underwriters") $700,000,000 aggregate principal amount of its Student Loan Asset-Backed Notes, Series 2007-1 in the classes and initial principal amounts and with terms set forth on Schedule A hereto (collectively, the "Series 2007-1 LIBOR Notes"). The Series 2007-1 LIBOR Notes are being issued simultaneously with

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