Risk Factors
You
should consider the following factors regarding your purchase of the
notes.
The notes are not suitable investments for all
investors
The notes are not a
suitable investment if you require a regular or predictable schedule of payments
or payment on any specific date. The notes are complex investments that should
be considered only by investors who, either alone or with their financial, tax
and legal advisors, have the expertise to analyze the prepayment, reinvestment,
default and market risk, the tax consequences of an investment and the
interaction of these factors.
Your notes are payable solely from the trust
estate and you will have no other recourse
against us
Interest and principal on
your notes will be paid solely from the funds and assets held in the trust
estate created under the indenture. No insurance or guarantee of the notes will
be provided by any government agency or instrumentality, by any affiliate of the
trust, by any insurance company or by any other person or entity, except to the
extent that credit enhancement is provided for a series of notes as described in
the related prospectus supplement. Therefore, your receipt of payments on the
notes will depend solely
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on the amount and timing of payments and collections on the student loans held
in the trust estate and interest paid or earnings on the funds held in the
accounts established pursuant to the indenture;
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amounts on deposit in the Reserve Fund and other funds held in the trust estate; and
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any form of credit enhancement described in the related prospectus supplement.
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You will have no additional recourse against any other party if
those sources of funds for repayment of the notes are insufficient.
Failure to comply with loan origination and
servicing procedures for student loans may
result in loss of guarantee and other benefits
The Higher Education Act
and its implementing regulations require holders of student loans and guarantee
agencies guaranteeing student loans to follow specified procedures in making and
collecting student loans.
Failure to follow the
specified procedures, as a result of computer software errors or otherwise, may
result in:
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the Department of Education's refusal to make insurance payments to the
applicable guarantor or to make interest subsidy payments and Special Allowance
Payments on the student loans of the trust; or
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the guarantors' inability or refusal to make guarantee
payments on the student loans of the trust.
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Each loan purchase
agreement requires the seller to repurchase its loans if the representations and
warranties made by the seller prove not to be true or if a claim for a loan is
denied because of events occurring before the sale. However, a seller may not be
financially able to repurchase loans if called upon to do so.
If the Department of
Education or a guaranty agency refused to pay a claim, that refusal would reduce
the revenues of the trust and impair its ability to pay principal and interest
on your notes.
If a servicer or any subservicer fails to comply
with the Department of Education's third-party
servicer regulations, payments on your notes
could be adversely affected
The Department of Education
regulates each servicer of federal student loans. Under these regulations, a
third-party servicer, including a servicer or any subservicer, is jointly and
severally liable with its client lenders for liabilities to the Department of
Education arising from its violation of applicable requirements. In addition, if
a servicer or any subservicer fails to meet standards of financial
responsibility or administrative capability included in the regulations, or
violates other requirements, the Department of Education may fine a servicer or
any subservicer and/or limit, suspend, or terminate a servicer's or
subservicer's eligibility to contract to service federal student loans. If
a servicer or any subservicer were so fined or held liable, or its eligibility
were limited, suspended, or terminated, its ability to properly service the
student loans and to satisfy its obligation to purchase student loans with
respect to which it has breached its representations, warranties or covenants
could be adversely affected. In addition, if the Department of Education
terminates a servicer's or any subservicer's eligibility, a servicing
transfer will take place and there may be delays in collections and temporary
disruptions in servicing. Any servicing transfer may temporarily adversely
affect payments to you.
Bankruptcy or insolvency of College Loan
Corporation could result in payment delays or
reductions
College Loan Corporation is
the depositor of the trust and will sell to the trust all of the loans acquired
by the trust with the proceeds of the notes. If College Loan Corporation seeks
relief under the bankruptcy or related laws, a bankruptcy court could attempt to
consolidate the trust's assets into the bankruptcy estate of College Loan
Corporation, or otherwise limit remedies available against College Loan
Corporation. If that occurs, you can expect delays in receiving payments on your
notes and even a reduction in payments on your notes.
We have taken steps to
structure each loan purchase by the trust from College Loan Corporation as a
"true sale" under applicable law. A true sale helps to establish that
the loans would not continue to be the property of College Loan Corporation if
College Loan Corporation becomes bankrupt or insolvent. If a court disagrees
with this position, we could experience delays in receiving payments on our
student loans and you could then expect a delay in receiving payments on your
notes or even a reduction in payments on your notes. A court could also subject
the student loans to a superior tax or government lien arising before the sale
of the student loans to the trust.
Bankruptcy or insolvency of a servicer or any
subservicer could result in payment delays to
you
If any servicer or
subservicer identified in a prospectus supplement becomes subject to an
insolvency or bankruptcy proceeding, a court, conservator, receiver or
liquidator may have the power to prevent the indenture trustee or the
noteholders from appointing a successor servicer or subservicer and delays in
collections in respect of the student loans may occur. Any delay in the
collections of student loans may delay payments to you.
You may incur losses or delays in payment on
your notes if borrowers default on their student
loans
For a variety of economic,
social and other reasons, all the payments that are actually due on student
loans may not be made. Borrowers' failures to make timely payments of the
principal and interest due on the loans will affect the revenues of the trust
estate, which may reduce the amounts available to pay principal and interest due
on the notes.
In general, a guarantee
agency reinsured by the Department of Education will guarantee 98% of each
student loan not serviced by a servicer designated as an Exceptional Performer
by the Department of Education. As a result, if a borrower of a student loan
defaults, the trust may experience a loss of approximately 2% of the outstanding
principal and accrued interest on each of the defaulted loans. The trust does
not have any right to pursue the borrower for the remaining 2% unguaranteed
portion. If any credit enhancement described in the related prospectus
supplement is not sufficient, you may suffer a delay in payment or a loss on
your investment.
The rate of payments on student loans may affect
the maturity and yield of your notes
Student loans may be
prepaid at any time without penalty. If the trust receives prepayments on its
student loans, those amounts will be used to make principal payments on notes as
described in the related prospectus supplement, which could shorten the average
life of each series of its notes. Factors affecting prepayment of loans include
general economic conditions, prevailing interest rates and changes in the
borrower's job, including transfers and unemployment. Refinancing
opportunities which may provide more favorable repayment terms, including those
offered under consolidation loan programs like the federal direct consolidation
loan program, also affect prepayment rates. There is insufficient information
available to be able to estimate the rate of prepayment with respect to the
student loans in the trust estate.
Scheduled payments with
respect to, and the maturities of, student loans may be extended as authorized
by the Higher Education Act. Also, periods of forbearance or refinancings
through consolidation loans having longer maturities may lengthen the remaining
term of the loans and the average life of each series of notes. You will bear
entirely any reinvestment risks resulting from a faster or slower incidence of
prepayment of loans.
The rate of principal
payments to you on the notes and the yield to maturity of the notes will be
directly related to the rate of payments of principal on the student loans the
trust acquires. Changes in the rate of prepayments may significantly affect your
actual yield to maturity, even if the average rate of principal prepayments is
consistent with your expectations. In general, the earlier a prepayment of
principal of a loan, the greater the effect on your yield to maturity. The
effect on your yield as a result of principal payments occurring at a rate
higher or lower than the rate anticipated by you during the period immediately
following the issuance of the notes will not be offset by a subsequent like
reduction, or increase, in the rate of principal payments.
The characteristics of the portfolio of student
loans held in the trust estate may change
As a master trust, the
trust may issue several series of notes and use the proceeds to add additional
student loans to the trust estate. The prospectus supplement for a series of
notes will describe the characteristics of our student loan portfolio at that
time. Following the transfer of additional student loans purchased with the
proceeds of issuance of subsequent series of notes, the characteristics of the
student loans may differ significantly from those described in that prospectus
supplement. The characteristics that may differ include the composition of our
student loan portfolio, changes in the relative concentration of guarantors in
our portfolio, distribution by loan type, distribution by interest rate,
distribution by principal balance and distribution by remaining term. In
addition, the characteristics of the loans in our portfolio will change from
time to time due to factors such as repayment of the loans in the normal course
of business, amendments to the Higher Education Act, sales or exchanges of
student loans, or the occurrence of delinquencies or defaults on the student
loans. A portfolio of student loans acquired previously by us is not necessarily
indicative of future performance of student loans held by the trust.
The trust's cash flow,
and its ability to make payments due on your notes will be reduced to the extent
interest is not currently payable on our student loans. The borrowers on most
student loans are not required to make payments during the period in which they
are in school and for certain authorized periods after graduation as described
in the Higher Education Act. The Department of Education will make all interest
payments while payments are deferred under the Higher Education Act on certain
of the student loans. For all other student loans, interest generally will be
capitalized and added to the principal balance of the loans. The trust estate
will consist of student loans for which payments are deferred as well as student
loans for which the borrower is currently required to make payments of principal
and interest. The proportions of the loans in our portfolio for which payments
are deferred and currently in repayment will vary during the period that the
notes are outstanding.
Student loans are unsecured and the ability of
the guarantee agencies to honor their guarantees
may become impaired
The Higher Education Act
requires that all student loans be unsecured. As a result, the only security for
payment of the student loans held in the trust estate are the guarantees
provided by the guarantee agencies.
A deterioration in the
financial status of a guarantee agency and its ability to honor guarantee claims
on defaulted student loans could delay or impair the guarantee agency's
ability to make claims payments to the indenture trustee. The financial
condition of a guarantee agency can be adversely affected if it submits a large
number of reimbursement claims to the Department of Education, which results in
a reduction of the amount of reimbursement that the Department of Education is
obligated to pay the guarantee agency. The Department of Education may also
require a guarantee agency to return its reserve funds to the Department of
Education upon a finding that the reserves are unnecessary for the guarantee
agency to pay its program expenses or to serve the best interests of the federal
student loan program. The inability of any guarantee agency to meet its
guarantee obligations could reduce the amount of principal and interest paid to
you as the owner of the notes or delay those payments past their due date.
If the Department of
Education has determined that a guarantee agency is unable to meet its guarantee
obligations, the loan holder may submit claims directly to the Department of
Education and the Department of Education is required to pay the full guaranty
claim amount due with respect thereto. See "Description of the Guarantee
Agencies" in this prospectus. However, the Department of Education's
obligation to pay guarantee claims directly in this fashion is contingent upon
the Department of Education's making the determination that a guarantee
agency is unable to meet its guarantee obligations. The Department of Education
may not ever make this determination with respect to a guarantee agency and,
even if the Department of Education does make this determination, payment of the
guarantee claims may not be made in a timely manner.
Payment offsets by guarantee agencies or the
Department of Education could prevent the trust
from paying you the full amount of the principal
and interest due on your notes
The sponsor has
established, and may continue to establish, other trusts that have the same
eligible lender trustee as we do. The eligible lender trustee has used, and may
continue using the same Department of Education lender identification number
for student loans in the trust as it uses for other student loans it holds on
behalf of other trusts established by the sponsor. The billings submitted to the
Department of Education and the claims submitted to guarantee agencies will be
consolidated with the billings and claims for payments for student loans under
other trusts using the same lender identification number. Payments on those
billings by the Department of Education as well as claim payments by the
applicable guarantee agencies will be made to the eligible lender trustee, or to
a servicer on behalf of the eligible lender trustee, in lump sum form. Those
payments must be allocated by the eligible lender trustee among the various
trusts that reference the same lender identification number.
If the Department of
Education or a guarantee agency determines that the eligible lender trustee owes
it a liability on any student loan held in any trust (whether or not a part of
this trust estate) the Department or the applicable guarantee agency may seek to
collect that liability by offsetting it against payments due to the eligible
lender trustee in respect of the student loans pledged to secure your notes. Any
offsetting or shortfall of payments due to the eligible lender trustee could
adversely affect the amount of funds available to the trust and thus the
trust's ability to pay you principal and interest on your notes.
If the trust cannot purchase student loans, it will
pay principal on or redeem notes
We will use the proceeds of
the notes sold by the trust to acquire student loans. If the student loan
purchases are not completed, or if the trust is not able to use note proceeds to
purchase student loans that meet its requirements, the trust will use those
amounts to pay principal on or to redeem your notes as provided in the related
prospectus supplement.
A secondary market for your notes may not
develop, and this could diminish their value
Each series of notes will
be a new issue without an established trading market. We do not intend to list
any series of notes on any national exchange. As a result, we cannot assure you
that a secondary market for the notes will develop, and therefore it may be
difficult for you to resell your notes at the time and at a price you desire. If
a secondary market does not develop, the spread between the bid price and the
asked price for the notes may widen, thereby reducing the net proceeds to you
from the sale of your notes.
Congressional actions may affect the trust's
student loan portfolio
The Department of
Education's authority to provide interest subsidies and federal insurance
for loans originated under the Higher Education Act terminates on a date
specified in the Higher Education Act. The Higher Education Act Amendments of
1998 extended the authorization for the Federal Family Education Loan Program to
loans made on or before September 30, 2004. In October 2004, Congress passed
legislation extending all provisions of the Higher Education Act through
September 30, 2005. While Congress has consistently extended the effective date
of the Higher Education Act and the Federal Family Education Loan Program, it
may elect not to reauthorize the Department's ability to provide interest
subsidies and federal insurance for loans. While this failure to reauthorize
would not affect the student loans the trust then owned, it would reduce the
number of loans available for purchase in the future.
Funds for payment of
interest subsidies and other payments under the Federal Family Education Loan
Program are subject to annual budgetary appropriation by Congress. Federal
budget legislation has in the past contained provisions that restricted payments
made under the Federal Family Education Loan Program to achieve reductions in
federal spending. Future federal budget legislation may adversely affect
expenditures by the Department of Education, and the financial condition of the
guarantee agencies.
Congressional amendments to
the Higher Education Act or other relevant federal laws, and rules and
regulations promulgated by the Secretary of Education, may adversely impact
holders of student loans. For example, changes might be made to the rate of
interest paid on student loans, to the level of insurance provided by guarantee
agencies or to the servicing requirements for student loans. See
"Description of the Federal Family Education Loan Program" and
"Description of the Guarantee Agencies" in this prospectus.
Competition created by the Federal Direct
Student Loan Program could adversely affect the
availability of student loans, the cost of servicing,
the value of student loans and prepayment
expectations
In 1992, Congress created
the Federal Direct Student Loan Program. Under this program, the Department of
Education makes student loans directly to student borrowers through the
educational institutions they attend. This program could result in reductions in
the volume of student loans made under the Federal Family Education Loan Program
and available to us for purchase. This reduced volume may cause a servicer or
subservicer to experience increased costs due to reduced economies of scale.
These cost increases could reduce the ability of a servicer to satisfy its
obligations to service the student loans. This could also reduce revenues
received by the guarantee agencies available to pay claims on defaulted student
loans. The Department of Education has implemented a direct consolidation loan
program, which may further reduce the volume of student loans available for
purchase and may increase the rate of repayment of student loans. We refer you
to "Description of the Federal Family Education Loan Program" in this
prospectus.
The subordinate and junior subordinate notes
are subordinated to the senior notes
Payments of interest and
principal on subordinate notes are subordinated in priority of payment to
payments of interest and principal due on senior notes. A supplemental indenture
may also provide for the issuance of junior subordinate notes, which will be
subordinated in priority of payment to payments of interest and principal due on
subordinate notes. Subordinate notes and junior subordinate notes are
subordinated to senior notes, and junior subordinate notes are also subordinate
to subordinate notes, as to the direction of remedies upon an event of default.
Consequently, holders of subordinate notes and junior subordinate notes may bear
a greater risk of losses or delays in payment than holders of senior notes. As a
result, the junior subordinate notes and subordinate notes will be very
sensitive to losses on the student loans and the timing of those losses. If you
are a holder of a subordinate note or a junior subordinate note, if the actual
rate and amount of losses on the student loans exceed your expectations and any
available credit enhancement is insufficient to cover the resulting shortfalls,
the yield to maturity on your notes may be lower than you anticipate, and you
could suffer a loss.
Failure to pay interest due
on any subordinate notes or junior subordinate notes issued under a supplemental
indenture will not constitute an event of default so long as any senior notes
issued under that supplemental indenture are outstanding. Similarly, failure to
pay interest due on any junior subordinate notes issued under a supplemental
indenture will not constitute an event of default so long as any senior or
subordinate notes issued under that supplemental indenture are outstanding.
The trust may issue additional notes secured by
the trust estate
The trust may issue
additional notes, in one or more series if so provided in the related prospectus
supplement. The proceeds from the sale of these additional notes will be used to
acquire additional student loans, and the additional student loans together with
the existing student loans will secure all series of notes issued by the trust.
Those additional notes may be issued without the consent or approval of the
owners of any notes then outstanding and may be on a parity with or subordinate
to any senior notes and senior to, on a parity with or subordinate to
subordinate or junior subordinate notes issued by the trust. However, before
issuing additional notes, the trust must receive written evidence from each
rating agency then rating any outstanding notes of the trust that the rating or
ratings will not be reduced or withdrawn as a result of the issuance of the
proposed additional notes. See "Additional Notes" in this prospectus.
Different rates of change in interest rate indexes
may affect the trust's cash flow
The interest rates on your
notes may fluctuate from one interest period to another in response to changes
in LIBOR rates, U.S. Treasury security rates, commercial paper rates, or other
rate indexes, or as a result of the auction procedures described in this
prospectus, as specified in the related prospectus supplement. The student loans
that will be purchased with the proceeds from the sale of notes bear interest at
fixed or floating rates, which are generally based upon the bond equivalent
yield of the 91 day U.S. Treasury bill rate and, in certain interest rate
environments, the trust may be entitled to receive Special Allowance Payments on
its student loans from the Department of Education based upon a three month
commercial paper rate. See "Description of the Federal Family Education
Loan Program" in this prospectus. If there is a decline in the rates
payable on student loans the trust acquires, the amount of funds representing
interest deposited into the Collection Fund may be reduced. If the interest
rates payable on notes issued by the trust do not decline in a similar manner
and time, the trust may not have sufficient funds to pay interest on its notes
when it becomes due. Even if there is a similar reduction in the rates
applicable to the notes, there may not necessarily be a reduction in the other
amounts required to be paid out of the trust estate, such as administrative
expenses, causing interest payments to be deferred to future periods. Sufficient
funds may not be available in future periods to make up for any shortfalls in
the current payments of interest on the notes or expenses of the trust estate.
The notes may be issued only in book-entry form
Usually, each series of
notes will be initially represented by one or more certificates registered in
the name of Cede & Co., the nominee for The Depository Trust Company, and
will not be registered in your name or the name of your nominee. If we elect to
issue definitive notes registered in the name of the holder in connection with
the sale of a series of notes, that election will be contained in the related
prospectus supplement. Unless and until definitive securities are issued,
holders of the notes will not be recognized by the indenture trustee as holders
as that term is used in the indenture. Until definitive securities are issued,
holders of the notes will only be able to exercise the rights of holders
indirectly through The Depository Trust Company and its participating
organizations. See "Book-Entry Registration" in this prospectus.
The ratings of the notes are not a
recommendation to purchase and may change
It is a condition to
issuance of the notes that they be rated as indicated in the related prospectus
supplement. Ratings are based primarily on the creditworthiness of the
underlying student loans, the level of subordination, the amount of credit
enhancement and the legal structure of the transaction. The ratings are not a
recommendation to you to purchase, hold or sell any series of notes inasmuch as
the ratings do not comment as to the market price or suitability for you as an
investor. An additional rating agency may rate the notes, and that rating may
not be equivalent to the initial rating described in the related prospectus
supplement. Ratings may be lowered or withdrawn by any rating agency if in the
rating agency's judgment circumstances so warrant. A lowered rating is
likely to decrease the price a subsequent purchaser will be willing to pay you
for your notes.
Borrowers of student loans are subject to a
variety of factors that may adversely affect their
repayment ability
Collections on the student
loans during a monthly collection period may vary greatly in both timing and
amount from the payments actually due on the student loans for that monthly
collection period for a variety of economic, social and other factors.
Failures by borrowers to
pay timely the principal and interest on their student loans or an increase in
deferments or forbearances could affect the timing and amount of available funds
for any monthly collection period and the ability to pay principal and interest
on your notes. In addition, originators of student loans may, from time to time,
offer incentive programs to borrowers. Generally, under these programs, the
interest rate on a borrower's student loan is reduced if the borrower
timely pays a specified number of consecutive student loan payments. The effect
of these factors, including the effect on the timing and amount of available
funds for any monthly collection period and the ability to pay principal and
interest on your notes is impossible to predict.
The principal amount of the notes outstanding
may exceed the principal amount of the assets in
the trust estate, which could result in losses on
your notes if there was a liquidation
We expect to acquire
student loans from amounts in the Acquisition Fund at premiums exceeding the
principal amount of the student loans. Therefore, the principal amount of notes
outstanding at any time may exceed the principal amount of student loans and
other assets in the trust estate held by the indenture trustee under the
indenture. If an event of default occurs and the assets in the trust estate are
liquidated, the student loans would have to be sold at a premium for the
subordinated noteholders and possibly the senior noteholders to avoid a loss. We
cannot predict the rate or timing of accelerated payments of principal or the
occurrence of an event of default or when the aggregate principal amount of the
notes may be reduced to the aggregate principal amount of the student loans.
Payment of principal and
interest on the notes is dependent upon collections on the student loans. If the
yield on the student loans does not generally exceed the interest rate on the
notes and expenses relating to the servicing of the student loans and
administration of the indenture, the trust may have insufficient funds to repay
the notes.
If the indenture trustee is forced to sell loans
after an event of default, there could be losses on
your notes
Generally, during an event
of default, the indenture trustee is authorized with certain noteholder consent
to sell the student loans. However, the indenture trustee may not find a
purchaser for the student loans. Also, the market value of the student loans
plus other assets in the trust estate might not equal the principal amount of
notes plus accrued interest. The competition currently existing in the secondary
market for loans made under the FFEL program also could be reduced, resulting in
fewer potential buyers of the trust's student loans and lower prices
available in the secondary market for those loans. There may be even fewer
potential buyers for those loans, and therefore lower prices available in the
secondary market. You may suffer a loss if the indenture trustee is unable to
find purchasers willing to pay sufficient prices for the student loans.
Less than all of the holders can approve
amendments to the indenture or waive defaults
under the indenture
Under the indenture,
holders of specified percentages of the aggregate principal amount of the notes
may amend or supplement provisions of the indenture and the notes and waive
events of defaults and compliance provisions without the consent of the other
holders. You have no recourse if the holders vote and you disagree with the vote
on these matters. The holders may vote in a manner which impairs the ability to
pay principal and interest on your notes. Also, so long as senior notes are
outstanding, the holders of subordinate notes will not have the right to approve
certain amendments, or exercise certain rights, under the indenture. Further, so
long as any senior notes or subordinate notes are outstanding, the holders of
junior subordinate notes will not have the right to approve certain amendments,
or exercise certain rights, under the indenture.
Rating agencies can permit certain actions to be
taken without your approval
The indenture provides that
the trust and the indenture trustee may undertake various actions based upon
receipt by the indenture trustee of confirmation from the rating agencies that
the outstanding ratings assigned by such rating agencies to the notes are not
thereby impaired. Such actions include, but are not limited to, amendments to
the indenture, the issuance of additional notes and the execution by the trust
of interest rate exchange agreements. To the extent such actions are taken after
issuance of your notes, you will be relying on the evaluation by the rating
agencies of such actions and their impact on credit quality.
The trust may enter into swap agreements which
could result in delays in payment or losses on
your notes if the counterparty fails to make its
payments
Under the indenture, the
trust may enter into interest rate swap agreements if certain requirements are
met, including the requirement that the rating agencies will not reduce or
withdraw the ratings on any notes. Interest rate swap agreements carry risks
relating to the credit quality of the counterparty and the enforceability of the
swap agreement.
Special Note Regarding Forward Looking Statements
Statements in this
prospectus and a prospectus supplement, including those concerning expectations
as to our ability to purchase eligible student loans, to structure and to issue
competitive securities, and certain of the information presented in this
prospectus and the prospectus supplement, constitute forward looking statements,
which represent the expectations and beliefs of College Loan Corporation about
future events. Actual results may vary materially from expectations. For a
discussion of the factors which could cause actual results to differ from
expectations, please see the caption entitled "Risk Factors" in this
prospectus and in the prospectus supplement.
Formation of the Trust
The trust
The trust was established
in March 2002 as a Delaware statutory trust pursuant to a trust agreement
between College Loan LLC, as sponsor, and Wilmington Trust Company, as Delaware
trustee. The trust will issue notes in one or more series. The trust agreement
limits the operations of the trust to the following activities:
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acquire, hold, manage and sell student loans, other assets of the
trust and any proceeds therefrom;
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enter into swap agreements and credit enhancement facilities;
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make payments of principal and interest on the notes; and
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engage in any incidental or related activities, including, but not limited to,
originating student loans through the eligible lender trustee.
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Each series of notes will
be issued pursuant to the indenture of trust and a supplemental indenture of
trust described in the related prospectus supplement. The notes will represent
indebtedness of the trust only, secured by the assets of the trust.
The eligible lender trustee
will acquire legal title to the student loans on behalf of the trust and will
enter into a guarantee agreement with each of the guarantee agencies for the
student loans. The eligible lender trustee will use the proceeds from the sale
of notes to purchase student loans on behalf of the trust.
Following the acquisition of student loans, the assets of the trust will
include:
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student loans purchased with the proceeds from the issuance of the notes, legal
title to which will be held by the eligible lender trustee;
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revenues, consisting of all principal and interest payments, proceeds, charges
and other income the indenture trustee receives on account of any student loan,
including interest subsidy payments and any Special Allowance Payments with
respect to any student loan, and investment income from all funds created under
the indenture, and any proceeds from the sale or other disposition of the
student loans;
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all money and investments held in the funds created under the indenture;
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rights under any loan purchase agreement and servicing agreement, including the
right to require any seller or servicer to repurchase student loans or to
substitute student loans under certain circumstances;
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any other property described in the related prospectus supplement, including any
credit enhancement facilities for the notes and rights to receive payments under
swap agreements.
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The Sponsor
College Loan LLC, a
Delaware limited liability company that is owned by College Loan Corporation, is
the sponsor under the trust agreement and will own all the equity interests in
the trust. The sponsor has been structured as a bankruptcy-remote, special
purpose entity. Its limited liability company agreement contains certain
limitations, including restrictions on the nature of the sponsor's business
and a restriction on the sponsor's ability to commence a voluntary case or
proceeding under any insolvency law without the prior unanimous affirmative vote
of all its members, including its independent members.
The Issuer Administrator
College Loan Corporation serves
as issuer administrator for the trust pursuant to an administration agreement.
The issuer administrator will provide certain administrative services to the
trust, the indenture trustee and the Delaware trustee, including, among other
things:
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administering accounting and financial reporting activities of the trust;
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preparing operating budgets, statistical reports and cash flow projections to
the extent required by the indenture; and
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providing certain notices and performing certain other administrative
obligations required by the indenture and the trust agreement.
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Based in San Diego, California,
College Loan Corporation is a national student loan company offering Stafford,
Plus and Consolidation loans under the Federal Family Education Loan (FFEL)
Program through an eligible lender trustee to eligible applicants in all 50
states and the District of Columbia. While College Loan Corporation refers many
of its borrowers applying for non-federal
alternative
(or
private
)loans to one of our business partners, College Loan Corporation began offering
its own private loan product to selected schools in November 2004.
Founded in 1999, College
Loan Corporation employs more than 450 employees, including a national
sales force. Over 550 colleges and universities have designated College Loan
Corporation as a
preferred lender
.
College Loan Corporation
specializes in providing customer service superior to its competition. Highly
trained loan consultants, available by phone twenty-four hours a day, seven days
a week, provide one-on-one counseling to families searching for the best way to
pay for college and eligible consumers seeking to consolidate their existing
debt with federal Consolidation loans. In addition, College Loan
Corporation's School Relations team works directly with schools to provide
a high level of service to students and their families. The company's loan
processors assist borrowers throughout the entire application process.
College Loan Corporation
has entered into contractual agreements with several reputable, highly qualified,
outside service providers to originate and service its loans. The company's
membership in ELM Resources makes automated loan processing available online to
schools and borrowers.