exv10w2



 






EXHIBIT 10.2




ADMINISTRATION AGREEMENT




among




HIGHER EDUCATION FUNDING I,




as Issuer




THE BANK OF NEW YORK (DELAWARE),




as Delaware Trustee,




THE BANK OF NEW YORK,




as Indenture Trustee,




THE BANK OF NEW YORK,




as Eligible Lender Trustee,




and




LORD SECURITIES CORPORATION,




as Issuer Administrator




Dated as of January 1, 2004




 









 





     THIS ADMINISTRATION AGREEMENT dated as of January 1, 2004 (as amended from time to time, this
“Administration Agreement”), among HIGHER EDUCATION FUNDING I, a Delaware statutory trust (the
“Issuer”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, not in its individual
capacity but solely as Delaware Trustee (the “Delaware Trustee”), THE BANK OF NEW YORK, a New York
banking corporation, not in its individual capacity but solely as Indenture Trustee (in such
capacity, the “Indenture Trustee”), and as Eligible Lender Trustee (in such capacity, the “Eligible
Lender Trustee”) and LORD SECURITIES CORPORATION, a Delaware corporation (the “Issuer
Administrator”).



W I T N E S S E T H :




     WHEREAS, the Issuer may issue from time to time its (a) Student Loan Asset-Backed Notes (the
“Notes”) pursuant to an Indenture of Trust, dated as of January 1, 2004, among the Issuer, the
Eligible Lender Trustee and the Indenture Trustee (together with any Supplemental Indentures and
any amendments thereto made in accordance with their respective terms, the “Indenture”); and (b)
its Trust Certificates pursuant to a Trust Agreement, dated as of January 1, 2004 (the “Trust
Agreement”), between the Delaware Trustee and Consolidation Loan Funding II, LLC, as depositor
(together with its successors in interest, the “Owner”); and



     WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of January 1, 2004 (the
“Eligible Lender Trust Agreement”), between the Issuer and the Eligible Lender Trustee, the
Eligible Lender Trustee shall hold legal title to Student Loans acquired by the Issuer as
beneficial owner; and



     WHEREAS, pursuant to the Indenture, the Issuer and the Eligible Lender Trustee are assigning
their respective interests in the Financed Eligible Loans and other collateral (the “Collateral”)
to the Indenture Trustee; and



     WHEREAS, the Issuer desires to have the Issuer Administrator perform certain of the duties of
the Issuer referred to in the Indenture, the Trust Agreement and the Eligible Lender Trust
Agreement (collectively, the “Basic Documents”) and any other documents signed by the Delaware
Trustee or the Eligible Lender Trustee on behalf of the Issuer (collectively, the “Trust Related
Agreements”) or required by the Higher Education Act with respect to the Student Loans and to
provide such additional services consistent with the terms of this Administration Agreement and the
Trust Related Agreements as the Issuer and the Delaware Trustee may from time to time request; and



     WHEREAS, the Issuer Administrator has the capacity to provide the services required hereby and
is willing to perform such services for Issuer on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:



     Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
such terms in the Basic Documents.



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     Section 1. Duties of the Issuer Administrator.



     (a)    Duties with Respect to the Trust Related Agreements.




     (i)      The Issuer Administrator agrees to perform all its duties under this Administration
Agreement and the Trust Related Agreements. In addition, the Issuer Administrator shall
consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware
Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the
performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware
Trustee when action is necessary to comply with the Issuer’s duties under the Trust Related
Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall
cause the preparation by other appropriate persons or entities of, all such documents,
reports, filings, instruments, certificates and opinions that it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Trust Related Agreements. In furtherance
of the foregoing, the Issuer Administrator shall take all appropriate action that is the
duty of the Issuer to take pursuant to the Trust Related Agreements, including, without
limitation, such of the foregoing as are required with respect to the following matters
under the Trust Related Agreements:




     (A) directing the Indenture Trustee by Issuer Order to deposit moneys with
Paying Agents, if any, other than the Indenture Trustee;




     (B) preparing and delivering notice to the Holders of the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee;




     (C) preparing an Issuer Order and obtaining an opinion of counsel, if
necessary, for the release of property of the Trust Estate;




     (D) preparing Issuer Certificates and obtaining opinions of counsel with
respect to the execution of amendments to the Trust Related Agreements and the
delivering to the Holders, the Rating Agencies and any other parties to whom notice
is required to be sent notices with respect to such amendments;




     (E) paying all expenses in connection with the issuance of the Notes;




     (F) prepaying or accelerating the Notes and the related notice to the Indenture
Trustee;




     (G) taking all actions on behalf of the Issuer necessary under any Guarantee
Agreement;




     (H) responding to inquiries and requests made by borrowers, educational
institutions, Guarantee Agencies, the Indenture Trustee and other parties with
respect to the Financed Eligible Loans and to requests by independent auditors for
information concerning the Issuer’s financial affairs;




     (I) maintaining financial records concerning the Financed Eligible Loans and,
if furnished adequate information with respect to financial affairs not



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related to the Financed Eligible Loans, preparing and maintaining a general
ledger and financial statements for the Issuer;




     (J) providing instructions to the Issuer and the Eligible Lender Trustee with
respect to the administration of the Financed Eligible Loans;




     (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender
Trustee copies of reports received with respect to the Financed Eligible Loans, and
preparing such additional reports with respect to the Financed Eligible Loans, as
the Issuer or the Eligible Lender Trustee may reasonably request from time to time;




     (L) preparing, or causing to be prepared, and furnishing to the Issuer annual
operating budgets, quarterly statistical reports and cash flow projections as
required under the Indenture;




     (M) performing such other services with respect to administration of the
Financed Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably
request;




     (N) completing and filing all tax returns and tax filings as required pursuant
to Section 2.03 of the Trust Agreement;




     (O) informing the Delaware Trustee if any withholding is required pursuant to
Section 5.01 of the Trust Agreement; and




     (P) handling all accounting matters pursuant to Section 5.04 of the Trust
Agreement; and




     (Q) prepare all reports required by the Higher Education Act in connection with
Financed Student Loans; and




     (R)  execute any Trust Related Agreements on behalf of the Issuer; and




     (S) Make the Net Reject Rate and related calculations required by Section 26 of
the First Supplemental Indenture



     (b)    Duties with Respect to Servicing and Guarantees.




       (i) The Issuer Administrator shall consolidate, prepare and report all pertinent
information to the Department of Education on the “Lender Reporting System Report” (or such
successor report as may be applicable).




       (ii) The Issuer Administrator shall monitor and report to the Subadministrator on the
performance of the Servicers under the Servicing Agreements.




       (iii) The Issuer Administrator shall monitor and report to the Subadministrator on the
performance of the Guarantors under the Guarantee Agreements.



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     (iv) The Issuer Administrator shall perform such other administrative tasks connected
with loan servicing and guarantees as the Subadministrator may from time to time request.



     (c)   Additional Duties.




     (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer
Administrator shall perform, or cause to be performed, its duties and obligations and the
duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust
Agreement.




     (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the
Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A
hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the
purpose of executing on behalf of each of the Issuer all such documents, reports, filings,
instruments, certificates and opinions. Subject to Section 5 hereof, and in accordance with
the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall
administer, perform or supervise the performance of such other activities in connection with
the Trust Estate (including the Trust Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by the Issuer, the Delaware Trustee or
the Administrator. The Issuer Administrator agrees to perform such obligations and deliver
such notices as are specified as to be performed or delivered by the Administrator under the
Trust Related Agreements.




     (iii) In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any
of its affiliates; provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer or the Delaware Trustee
and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the
Delaware Trustee than would be available from unaffiliated parties.




     (iv) In carrying out any of its obligations under this Agreement, the Issuer
Administrator may act either directly or through agents, attorneys, accountants, independent
contractors and auditors and enter into agreements with any of them.



     (d)   Non-Ministerial Matters.




     (i) With respect to matters that in the reasonable judgment of the Issuer Administrator
are non-ministerial, the Issuer Administrator shall not be under any obligation to take any
action, and in any event shall not take any action, unless the Issuer Administrator shall
have received instructions from the Delaware Trustee Or the Owner. For the purpose of the
preceding sentence, “non-ministerial matters” shall include, without limitation:




     (A) the amendment of or any supplement to the Trust Related Agreements;



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     (B) the initiation of any action, claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer, except
for actions, claims or lawsuits initiated in the ordinary course of business by the
Issuer or its agents or nominees for the collection of amounts owed in
respect of Financed Eligible Loans;




     (C) the appointment of successor Indenture Trustees pursuant to the Indenture,
or the consent to the assignment by the Indenture Trustee of its obligations under
the Indenture;




     (D) the removal of the Indenture Trustee; and




     (E) the amendment, change or modification of this Agreement or any Trust
Related Agreement, except for amendments, changes or modifications that do not
either (1) reduce in any manner the amount of, or delay the timing of, or
collections of payments with respect to the Financed Eligible Loans or (2)
materially reduce the underwriting standards with respect to the Financed Eligible
Loans.




        (ii) Notwithstanding anything to the contrary in this Administration Agreement, the
Issuer Administrator shall not be obligated to, and shall not (A) make any payments to the
Holders under the Trust Related Agreements, (B) sell the Trust Estate pursuant to the
Indenture or (C) take any action that the Issuer or the Delaware Trustee directs the Issuer
Administrator not to take on its behalf.




        (iii) The foregoing Non-Ministerial Matters shall only be performed by the Issuer
Administrator with prior Rating Agency Confirmation.



     (e)   Duties that Will Be Mandatorily Delegated. The following duties of the Issuer
Administrator shall be delegated to CLF Administration, LLC as Subadministrator:




       (i) all issues relating to the closing of the sale of any series of Notes including the
payment of the costs of issuance for any series of Notes;




       (ii) the selecting and assigning of Servicers and Guarantors and negotiating and/or
renegotiating contracts, terms and/or pricing with Servicers and/or Guarantors; and




       (iii) the selecting and assigning of, and negotiating and renegotiation for the
services of professional personnel such as, without limitation, accountants, investment
bankers, attorneys and Rating Agencies.



       The Issuer Administrator shall not perform the foregoing delegated duties, except that
(x) in the event that a renewal contract between the Issuer’s eligible lender trustee and a
servicer has not entered into, or its servicing obligations replaced, by a contract with another
servicer, prior to thirty (30) days preceding the expiration of the servicer’s contract with the
Issuer, the Issuer Administrator shall be responsible for negotiating a service contract with a
replacement servicer and (y) in the event that the Subadministrator is unable to perform its
delegated duties, the Issuer Administrator shall perform them. With respect to the foregoing
delegated duties, the liability of the Issuer



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Administrator for a wrongful act or omission of the Subadministrator shall not exceed one
hundred twenty thousand ($120,000) dollars; provided, however, that the performance by the Issuer
Administrator of (x) and (y) will not be subject to the $120,000 limit of liability.




     (f)   Indemnification.




     The Issuer Administrator will:




     (i) indemnify the Indenture Trustee, the Eligible Lender Trustee and their respective
agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost
or expense, of any kind or nature whatsoever, including reasonable attorneys fees and
expenses, incurred without negligence, misconduct, or bad faith on their part, arising out
of the misconduct, negligence or bad faith or other act of the Issuer Administrator in the
performance of the Issuer Administrator’s duties contemplated by this Agreement; and




     (ii) indemnify the Issuer and the Delaware Trustee and their respective agents for, and
hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of
any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred
without negligence, misconduct or bad faith on their part, arising out of the misconduct,
negligence or bad faith or other act of the Issuer Administrator in the performance of the
Issuer Administrator’s duties contemplated by this Agreement; provided, however, that the
Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or
the Delaware Trustee pursuant to Section l(f)(i) or (ii) hereof so long as the Issuer
Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in
accordance with subsection (d) hereof.



     (g) In the event that the Issuer Administrator determines that it would be beneficial to the
Issuer for a party other then the Issuer Administrator to perform any of the duties under this
Section 1, it will notify the Issuer and, subject to first obtaining Rating Agency Confirmation,
the parties to this Agreement may either amend this Agreement or delegate those duties to another
party. However, until such Rating Agency Confirmation is obtained, no such amendment or delegation
shall be effective.



     In furtherance of subparagraphs (a), (b), (c) and (d), the Issuer Administrator’s duties shall
include:



     1.    Compliance For Student Loans:




	 	(i)  	Track on an ongoing basis the aggregate Principal Balance of
all Student Loans being acquired which are not Consolidation Loans and verify
that the aggregate Principal Balance of all Student Loans which are not
Consolidation Loans does not exceed the limit set forth in the applicable
Supplemental Indenture, which limit is currently $50,000,000;
	 
	 	(ii)  	Track on an ongoing basis the aggregate Principal Balance of
all Student Loans being acquired which are not Consolidation Loans and verify
that the aggregate Principal balance of such Student Loans which are not




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	 	   	Consolidation Loans does not exceed the limit set forth in the applicable
Supplemental Indenture, which limit is currently $50,000,000;
	 
	 	(iii)  	Verify, based upon information periodically provided by
Servicers, that the Student Loans being acquired with “graduated repayment
characteristics” (bearing interest only for the fast one-third of the payment
term) does not exceed the limit as set forth in the applicable Supplemental
Indenture, which limit is currently 80% of all Student Loans;
	 
	 	(iv)  	Track on an ongoing basis the aggregate Principal Balance of
all Consolidation Loans being acquired which have an interest rate of 5.0% or
higher and verify that the Premium, Origination Fees and Borrower Benefits
being paid for those Consolidation Loans does not exceed the limits set forth
in the applicable Supplemental Indenture, which limits are currently 1.6%,
0.50% and 1.0%, respectively, of the aggregate Principal Balance of those
Consolidation Loans and track on an ongoing basis the aggregate Principal
Balance of all Consolidation Loans being acquired which have an interest rate
of less than 5.0% and verify that the Premium and Origination Fees being paid
for those Consolidation Loans does not exceed the limits set forth in the
applicable Supplemental Indenture, which limits are currently 1.6% and 0.5%,
respectively, of the aggregate Principal Balance of those Consolidation Loans;
	 
	 	(v)  	Track on an ongoing basis and verify that not more than 3% of
the Financed Student Loans purchased which are Consolidation Loans have
original principal balances at the time of purchase of less than $15,000;
provided, however, that any Consolidation Loan which was purchased with an
original principal balance of less that $15,000 at the time of purchase, but
for which a subsequent Add-On Loan has been made and the principal balance of
the Add-On Loan, when added to the original principal balance of such
Consolidation Loan at the time of purchase, shall cause the original principal
balance of such Consolidation Loan to exceed $15,000, shall be excluded from
the computation of the 3% limitation.
	 
	 	(vi)  	Track on an ongoing basis the aggregate Principal Balance of
all Student Loans which a “borrower benefit” is being offered to verify that
the percentage of Student Loans offering a “borrower benefit” does not exceed
the allowable limit as set forth in a Supplemental Indenture, which limit is
currently 40% of the Student Loans; and
	 
	 	(vii)  	Track on an ongoing basis the aggregate Principal Balance of
all Consolidation Loans being acquired which have an interest rate of 5.0% or
greater to verify that the aggregate Principal Balance of those Consolidation
loans does not exceed the limit as set forth in a Supplemental Indenture, which
limit is currently 40% of the aggregate Principal Balance of all Student Loans
being acquired.




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     2. Review, verify and compare “Loan Origination Disbursements Made Reports” received from
Great Lakes Higher Education Corporation and/or ACS Education Loan Services, Inc. (or any other
Servicer, if Rating Agency Confirmation is first received) with “Loan Transfer Addendum” received
from Consolidation Loan Funding II, LLC and, if all documents are in order, execute the “Loan
Transfer Addendum”, issue and sign an “Eligible Loan Acquisition Certificate” and instruct the
Eligible Lender Trustee (The Bank of New York), via facsimile, to transfer the principal and
Premium of the acquired Student Loans to Consolidation Loan Funding II, LLC.



     3. Distribution Date Process:




	 	(i)  	Prepare, sign and deliver to the Trustee the “Consolidation
Loan Rebate Fee Report” and execute an Issuer Order for the payment of the fee
due the Department of Education;
	 
	 	(ii)  	On each Monthly Calculation Date, recalculate and verify the
amount deposited by the Trustee into the Interest Account for the payment of
interest (discount) on all Notes due for payment during the next month;
	 
	 	(iii)  	On each Monthly Calculation Date, recalculate and verify the
amount deposited by the Trustee into the Administration Fund for the payment of
the Broker-Dealer and Auction Agent Fees for the next month;
	 
	 	(iv)  	On each Monthly Calculation Date, calculate and verify the
Administration Fees due to CLF Administration Company, L.L.C. for the next
month
	 
	 	(v)  	On each Monthly Calculation Date, calculate and verify the
amount deposited by the Trustee into the Administration Fund for the payment of
Servicing Fees for the next month; and
	 
	 	(vi)  	Execute individual Issuer Orders for the payment of all Fees
listed above except for the amount transferred into the Interest Account.





     4. Reserve Fund Compliance:




	 	(i)  	Monitor the Reserve Fund Balance and make necessary adjustments
to ensure that on each Monthly Calculation Date the Reserve Fund Requirement is
met, which is currently the following:






	 	(a)  	0.75% of the aggregate principal amount of
Series 2004-1 Notes then outstanding; or
	 
	 	(b)  	such other amount specified in a Supplemental
Indenture provided, however, that in no event should the amount be less
than $500,000.






	 	(ii)  	If necessary, replenish the Reserve Fund with any amounts
required from the Collection Account.




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	 	(iii)  	On the 20th day of each month, provide the Trustee
with a report identifying the Principal Balance of all Financed Eligible Loans
which are more than 270 days delinquent and the claims on which have not been
paid by a Guarantee Agency of the Secretary of Education (whether or not such
claims are pending) for the purpose of calculating the reserve Fund
requirement.





     5. Limits on Fees:




	 	(i)  	Verify that the Fees paid do not exceed or are in compliance
with the following:






	 	(a)  	The annual fees of the Trustee, Delaware
Trustee, the Eligible Lender Trustee and the Market Agent authorized by
the Supplemental Indenture then in effect;
	 
	 	(b)  	The Broker-Dealer Fee payable is at the
Broker-Dealer Fee rate authorized by the Supplemental Indenture then in
effect;
	 
	 	(c)  	The Auction Agent fee payable is at the Auction
Agent Fee rate authorized by the Supplemental Indenture then in effect;
	 
	 	(d)  	There will be no other additional payments on
the above Note Fees unless prior Rating Agency Confirmation is
obtained;
	 
	 	(e)  	The Administration Fees are equal to 1/12 of
0.05% of the ending Principal Balance of the Student Loans, plus
accrued interest thereon during the previous month;
	 
	 	(f)  	Servicing fees do not exceed the amounts
established in the Servicing Agreements; and
	 
	 	(g)  	The aggregate amount of Servicing Fees,
Administration Fees and Note Fees paid from the Administration Fund
does not exceed the amount as provided for by the Supplemental
Indenture then in effect.






	 	(ii)  	Verify that all Issuer Orders directing the payment of Fees
from the Administration Fund have attached to it the appropriate invoice from
the payee.





     6. Compliance on Sale of Loans: Verify that the Issuer complies with the loan sale provisions
as set forth in the Indenture or a Supplemental Indenture which currently are as follows:




	 	(i)  	Except as set forth in a Supplemental Indenture or with Rating
Agency Confirmation, the Issuer may direct the sale of Student Loans in the
Acquisition Fund only in the following circumstances:




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	 	(a)  	To the Depositor or other seller if such party
is required to repurchase such Student Loan pursuant to a Student Loan
Purchase Agreement;
	 
	 	(b)  	In order to avoid an Event of Default;
	 
	 	(c)  	To a Guarantee Agency; and
	 
	 	(d)  	If all of the Student Loans are sold at a price
sufficient to defease all obligations outstanding under the Indenture.






	 	(ii)  	Prior to any such sale the Trustee shall have received an
Issuer Certificate certifying that such sale will not materially adversely
affect the Issuer’s ability to pay Debt Service on the Outstanding Notes and
Outstanding Other Obligations, Carry-Over Amounts (including accrued interest
thereon) with respect to the Outstanding Notes, Servicing fees, Administration
Fees or Note Fees other obligations with respect to the Notes; and
	 
	 	(iii)  	All funds received from such loan sale must be deposited in
the Collection Fund.





     7.   Verify the Applicable Interest Rate:




	 	(i)  	Verify the Applicable Interest Rate for each period which
during each interest period following the Initial Interest Period will be
determined in accordance with the Auction Procedures but which shall not exceed
the Maximum Rate.
	 
	 	(ii)  	Determine the Maximum Rate as set forth in a Supplemental
Indenture, which on any date of determination, is currently the interest rate
per annum equal to the least of: (a) the Maximum Auction Rate, (b) the Maximum
Interest Rate and (c) during the occurrence of a Net Loan Rate Restriction
Period, the Net Loan Rate, in each case rounded to the nearest one thousandth
(0.001) of 1%.
	 
	 	(iii)  	Determine the Maximum Auction Rate as set forth in a
Supplemental Indenture which is currently as follows: for any Auction, a per
annum interest rate on the Series 2004-1 Notes which, when taken together with
the interest rate on the Series 2004-1 Notes for the one-year period ending on
the final day of the proposed Auction Period, would result in the average
interest rate on the Series 2004-1 Notes for such period either (a) not being
in excess (on a per annum basis) of the average of the Ninety-One Day United
States Treasury Bill Rate plus 1.20% for such one-year period (if any one of
the ratings assigned by the Rating Agencies to the Series 2004-1 Notes are
“Aa3” or “AA-” or better), (b) not being in excess (on a per annum basis) of
the Ninety-One Day United States Treasury Bill Rate plus 1.50% for such
one-year period (if any one of the




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	 	   	ratings assigned by the Rating Agencies to the Series 2004-1 Notes is less
than “Aa3” or “AA-” but both are at least any category of “A”), or (c) not
being in excess (on a per annum basis) of the average of Ninety-One Day
United States Treasury Bill Rate plus 1.75% for such one-year period (if any
one of the ratings assigned by the Rating Agencies to the Series 2004-1
Notes is less than the lowest category of “A”); provided, however, that if
the Series 2004-1 Notes have not been Outstanding for at least such one-year
period then for any portion of such period during which such Series 20041
Notes were not Outstanding, the interest rates on the Series 2004-1. Notes
for the purposes of this calculation shall be deemed to be equal to such
rates as the Market Agent shall determine were the rates of interest on
equivalently rated auction securities with comparable lengths of auction
periods during such period; provided further, however, that for any Auction
with respect to any Series 2004-1 Notes rated any category of “A” or better
by Moody’s & S&P, respectively, the Maximum Auction Rate shall not exceed
the Applicable LIBOR-Based Rate plus 1.50%.
	 
	 	(iv)  	Verify the Maximum Interest Rate as set forth in a Supplemental
Indenture, which is currently the lesser of (a) 17% per annum (or such higher
rate as the Issuer may establish with a Rating Agency Confirmation) or (b) the
highest rate the Issuer may legally pay, from time to time, as interest on the
Series 2004-1 Notes.
	 
	 	(v)  	Determination of Net Loan Rate Trigger Date event as set forth
in a Supplemental Indenture which is currently as follows:






	 	(a)  	Determine whether on the 25th day of
a month which immediately follows three consecutive months for which
either (a) the daily weighted average of the Auction Rates for each
series of Notes bearing interest based upon an auction mode in effect
during the month for which such calculation is being made exceeded a
per annum rate equal to the sum of (i) the bond equivalent yield of the
91-Day United States Treasury Bills sold at the last auction prior to
the 25th day of the month for which such calculation is
being made plus (ii) 1.0%; or (b) the most recently available
Three-Month LIBOR as of the Reset Date for the CP Rate in the month for
which calculation is being made is equal to or greater than the sum of
(i) the CP Rate for the applicable month plus (ii) 0.25%.
	 
	 	(b)  	Determine the Net Loan Rate Termination Date
which is, for a series of Series 2004-1 Notes for which the Net Loan
Rate Trigger Date has occurred, the 25th day of a month
which immediately follows two consecutive months for which both (a) the
daily weighted average of the Auction Rate for each series of Notes
bearing interest based upon an auction mode in effect during the month
for which the calculation is being made was equal to or




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	 	   	less than a per annum rate equal to the sum of (i) the bond
equivalent yield of 91-Day United States Treasury Bills sold at the
last auction prior to the 25th day of the month for which
such calculation is being made plus (ii) 1.0% and (b) the most
recently available Three-Month LIBOR as of the Reset Date for the CP
Rate in the month for which such calculation is being made is less
than the sum of (i) the CP Rate for the month for which such
calculation is being made plus (ii) 0.25%.
	 
	 	(c)  	If under a Net Loan Period, then Calculate the
Net Loan Rate by dividing (a) the product of 12 times the sum of the
following amounts accrued during the most recent calendar month that
ended at least 25 days before the start of such Auction Period (except
for (i) below, whether or not actually received or paid): (i) interest
(including Interest Subsidy Payments), assumed Special Allowance
Payments and late fees collected with respect to the Financed Student
Loans, after giving effect to borrower incentives and similar programs,
plus (ii) investment earnings on amounts in the Funds,
plus (iii) any Counterparty Swap Payments minus (iv)
any rebate fees due to the U.S. Department of Education with respect to
Financed Student Loans that are Consolidation Loans, minus (v)
any Issuer Swap Payments, minus (vi) the interest accrued on
all Outstanding Notes other than those that bear interest based upon an
auction mode, minus (vii) the Note Fees, Administration Fees
and Servicing Fees; by (b) the aggregate principal balance of all Notes
bearing interest based upon an auction mode that are Outstanding on the
date of such calculation. For this purpose, the Special Allowance
Payment shall be computed based upon the bond equivalent yield of 91-
Day United States Treasury Bills most recently auctioned, or the CP
rate, as applicable (whether or not the actual Special Allowance
Payment rate could then be determined); and, provided further, however,
that this definition may be modified at the direction of the Issuer
upon receipt by the Trustee of (i) written consent of the Market Agent
and (ii) written consent from each Rating Agency then rating the Series
2004-1 Notes that such change will not in and of itself result in a
reduction of the rating on any Series 2004-1 Notes.





     8. Surplus Fund. Verify that before any amounts from the Surplus Fund are released to the
Issuer in accordance with the terms of the Indenture and a Supplemental Indenture, that the Asset
Release Requirement is met. Any Issuer Order requesting such release shall identify the Senior
Asset Percentage and the Subordinate Asset percentage used in making the calculation of the Asset
Release Requirement and provide the Trustee with the calculation of the Aggregate value of the
assets held under the Indenture, the principal amount of all Notes Outstanding, the accrued
interest on Outstanding Senior Notes, the accrued Issuer Swap Payments with respect to Senior Swap
Agreements, the accrued fees with respect to Senior



12









 




Credit Enhancement Facilities, the accrued interest on all Outstanding Subordinate Notes, the
accrued Issuer Swap Payments (other than with respect to Junior Subordinate Swap Agreements), the
accrued fees with respect to Credit Enhancement Facilities (other than Junior Subordinate Credit
Enhancement Facilities) and the Asset release requirement.




     9. Redemption: Verify the Mandatory Redemption of Series 2004-1 Notes pursuant to the terms
of the Indenture and applicable Supplemental Indenture which is currently as follows:




	 	(i)  	On any Interest Payment Date, following the end of an
Acquisition Period on a first in-first out basis from the remaining amount in
the Acquisition Fund.
	 
	 	(ii)  	On any Interest Payment Date following the end of each
Revolving Period, from revenues deposited in the Retirement Account.
	 
	 	(iii)  	Verify before any Subordinate Note is Redeemed, while Senior
Notes remain outstanding, that the Senior Asset Requirement is met. Currently,
the Senior Asset Requirement requires that the Senior Asset Percentage is at
least 105% and the Subordinate Asset Percentage is at least 100.5%.





     10. Verify that each investment of moneys within any Fund constitutes a Permitted Investment.



     11. Preparation of Moody’s Investors Services Monthly Monitoring Report (attached as Exhibit
A) and delivery of the Report to Moody’s and the Issuer.



     12. Maintenance and record keeping of the Trust’s General Ledger and other relevant records
and preparation of monthly unaudited financial statements.



     13. Providing for and assisting in the completion of the audit of the financial statements of
the Issuer.



     14. Administer, and maintain the reports of servicers and others used in connection with the
administration of, “borrower benefits” programs and verify that such “borrower benefits” programs
are in compliance with the Indenture and the Supplemental Indenture.



     15. All other activities required or expected from the Issuer Administrator for the smooth
operation of the business.



     Section 2. Records. The Issuer Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of account and records
shall be accessible for inspection by the Issuer, the Indenture Trustee, the Holders, the Eligible
Lender Trustee, the Delaware Trustee and the Owner at any time during normal business hours.



     Section 3. Compensation. As compensation for the performance of the Issuer
Administrator’s obligations under this Agreement and as reimbursement for its expenses related



13









 




thereto, the Issuer Administrator shall be entitled to a Fee as set forth in the Engagement
Letter dated January ___, 2004. The payment of the foregoing fee shall be solely an obligation of
the Issuer to be paid solely out of the Trust Estate. The compensation set forth in the Engagement
Letter cannot be changed without




     Section 4. Additional Information to be Furnished. The Issuer Administrator, within
120 days of the date of this Agreement, shall furnish to the Issuer and the Indenture Trustee a
manual setting forth the policies and procedures the Issuer Administrator will follow with respect
to the discharge of its duties set forth in Section 1 of this Administration Agreement. The Issuer
Administrator shall update the manual once each calendar quarter thereafter. In addition, the
Issuer Administrator shall furnish to the Issuer and the Indenture Trustee from time to time such
additional information regarding the Trust Estate as the Issuer or the Indenture trustee shall
reasonably request.



     Section 5. Independence of the Issuer Administrator. For all purposes of this
Administration Agreement, the Issuer Administrator shall be an independent contractor and shall not
be subject to the supervision of the Issuer the Eligible Lender Trustee or the Delaware Trustee
with respect to the manner in which it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by the Issuer, the Eligible Lender Trustee or the Delaware Trustee, the
Issuer Administrator shall have no authority to act for or represent the Issuer, the Eligible
Lender Trustee or the Delaware Trustee in any way and shall not otherwise be deemed an agent of the
Issuer, the Eligible Lender Trustee or the Delaware Trustee.



     Section 6. No Joint Venture. Nothing contained in this Agreement (a) shall constitute
the Issuer Administrator and any of the Issuer, the Eligible Lender Trustee, the Delaware Trustee
or the Owner as members of any partnership, joint venture, association, syndicate, unincorporated
business or other separate entity; (b) shall be construed to impose any liability as such on any of
them; or (c) shall be deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.



     Section 7. Other Activities of the Issuer Administrator. Nothing herein shall prevent
the Issuer Administrator or its affiliates from engaging in other businesses or, in its or their
sole discretion, from acting in a similar capacity as an administrator for any other person or
entity even though such person or entity may engage in business activities similar to those of the
Subadministrator, the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture
Trustee.



     Section 8. Term of Agreement; Resignation and Removal of Issuer Administrator. Unless
sooner terminated in accordance with the provisions of this Section, this Agreement shall remain in
full force and effect until the dissolution of the Issuer, in which event this Agreement shall
automatically terminate. The Issuer Administrator may resign its duties hereunder by providing the
Issuer and the Rating Agencies with at least 300 days prior written notice. The Issuer
Administrator shall mandatorily resign upon the delivery by the Subadministrator to the Issuer
Administrator, the Issuer, the Indenture Trustee and the Eligible Lender Trustee of a Rating Agency
Confirmation of a replacement Issuer Administrator (which may be the Subadministrator) and a copy
of an executed contract whereby the successor Issuer Administrator undertakes to perform the duties
being performed by the Issuer Administrator



14









 




under this Agreement. The Issuer Administrator may be removed immediately upon written notice
of termination from the Issuer or the Indenture Trustee to the Issuer Administrator and the Rating
Agencies if any of the following events shall occur:





     (a) the Issuer Administrator shall default in the performance of any of its duties
under this Agreement and, after notice of such default, shall not cure such default within
ten days (or, if such default cannot be cured in such time, shall not give within ten days
such assurance of cure as shall be reasonably satisfactory to the Issuer);




     (b) a court having jurisdiction in the premises shall enter a decree or order for
relief, and such decree or order shall not have been vacated within 60 days, in respect of
the Issuer Administrator in any involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Issuer Administrator or any
substantial part of its property or order the winding-up or liquidation of its affairs; or




     (c) the Issuer Administrator shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any such law, or shall consent to
the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Issuer Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors or shall fail
generally to pay its debts as they become due.



        The Issuer Administrator agrees that if any of the events specified in clause (a), (b) or (c)
of this Section shall occur, it shall give written notice thereof to the Issuer, the Indenture
Trustee, the Subadministrator and to the Rating Agencies within seven days after the happening of
such event. The Issuer Administrator agrees that it will not commence or consent to the events
specified in clause (c) without the prior written consent of the Issuer. In the event of
termination pursuant to subparagraphs (a), (b) or (c), above, any successor administrator shall
delegate to the Subadministrator that portion of the Issuer Administrator’s duties which this
Agreement requires be delegated to the Subadministrator.



       No resignation or removal of the Issuer Administrator pursuant to this Section shall be
effective until (i) a successor Issuer Administrator shall have been appointed by the Issuer (with
the consent of the Delaware Trustee and the Eligible Lender Trustee); (ii) such successor Issuer
Administrator shall have a net worth of at least $5,000,000 and shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the Issuer Administrator is bound
hereunder and (iii) a Rating Agency Confirmation is first obtained with respect to such resignation
or removal.



     The appointment of any successor Issuer Administrator shall be effective only if a Rating
Agency Confirmation shall have been obtained with respect to such appointment.



     Section 9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8 hereof or the resignation or



15









 




removal of the Issuer Administrator pursuant to Section 8 hereof, respectively, the Issuer
Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Issuer Administrator shall forthwith upon
such termination deliver to the Subadministrator all property and documents of or relating to the
Trust Estate then in the custody of the Issuer Administrator. In the event of the resignation or
removal of the Issuer Subadministrator, the Issuer Administrator shall cooperate with the
Subadministrator and take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Issuer Administrator.




     Section 10. Notices. Any notice, report or other communication given hereunder shall
be in writing and addressed as follows:



     If to the Issuer Administrator, to:




Lord Securities Corporation

48 Wall Street, 27th Floor

New York, New York 10005

Attention: Ben Abedine

Telecopier No.: (212) 346-9012



     If to the Subadministrator, to:




CLF Administration Company, L.L.C.

9477 Waples Street, Suite 100

San Diego, California 92121

Attention: Ryan Katz



     If to the Rating Agencies:




Moody’s Investors Service

99 Church Street

New York, New York 10007

Attention: Sharon Asch



Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041



     If to the Issuer, to:




Higher Education Funding I

c/o The Bank of New York (Delaware)

502 White Clay Center, Route 273

Newark, Delaware 19711

Attention: Corporate Trust Administration



     If to the Indenture Trustee or the Eligible Lender Trustee, to:



16









 






The Bank of New York

10161 Centurion Parkway, 2nd Floor

Jacksonville, Florida 32256

Attention: Corporate Trust Department



     If to the Delaware Trustee, to:




The Bank of New York (Delaware)

502 White Clay Center, Route 273

Newark, Delaware 19711

Attention: Corporate Trust Administration


or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand delivered to the address of such party as provided above.




     Section 11. Amendments. This Agreement may be amended from time to time by written
instrument signed by the parties hereto so long as a Rating Agency Confirmation has been obtained
with respect to such amendment.



     Section 12. Successors and Assigns. This Agreement may not be assigned by the Issuer
Administrator unless such assignment is previously consented to in writing by the Issuer, the
Delaware Trustee, the Holders, the Eligible Lender Trustee and the Indenture Trustee, and unless
each Rating Agency shall have been given 180 days prior notice of, and a Rating Agency Confirmation
has been obtained with respect to, such assignment. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as
the Issuer is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by
the Issuer Administrator without the consent of the Issuer, the Eligible Lender Trustee or the
Delaware Trustee to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Issuer Administrator; provided that such successor
organization executes and delivers to the Issuer, the Eligible Lender Trustee, the Delaware Trustee
and the Issuer Administrator an agreement in which such corporation or other organization agrees to
be bound hereunder by the terms of the assignment in the same manner as the Issuer Administrator is
bound hereunder, and each Rating Agency shall have been given 180 days prior notice of, and a
Rating Agency Confirmation shall have been obtained with respect to, such assignment. Subject to
the foregoing, this Agreement shall bind any such permitted successors or assigns of the parties
hereto.



     Section 13. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, without references to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.



17









 






     Section 14. Headings. The section headings hereof have been inserted for convenience
of reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     Section 15. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall together constitute but one and the same agreement.



     Section 16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



     Section 17. Indemnity.



     (a) The Issuer and the Indenture Trustee, but only to the extent of the assets in the
Indenture Trust and without personal recourse to them, agrees that it shall pay and shall protect,
indemnify and save harmless the Issuer Administrator and the Issuer Administrator’s directors,
officers, employees, agents and servants, and all Persons controlling, controlled by or under
common control or otherwise affiliated with the Issuer Administrator (each of the foregoing an
“Indemnified Person”) from and against any and all losses, liabilities (including liabilities for
penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without
limitation, fees and expenses of counsel) of any nature (including, without limitation, under any
federal, state or foreign securities laws, rules or regulations) arising from or relating to this
Agreement and the transactions contemplated hereby or by any of the agreements, instruments or
documents to which the Issuer Administrator may be a party, whether now existing or hereinafter
arising (all of the foregoing being collectively referred to as “Indemnified Amounts”); excluding,
however, Indemnified Amounts resulting from the negligence or misconduct of the Issuer in
performing its obligations under this Agreement. If any action, suit or proceeding arising from
any of the foregoing is brought against any Indemnified Person, the Issuer and the Indenture
Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without
personal recourse, will resist and defend such action, suit or proceeding or cause the same to be
resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the
affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is
finally determined by a court of competent jurisdiction that such Indemnified Person is not
entitled to indemnification hereunder.



     (b) The Issuer Administrator agrees that it shall pay and shall protect, indemnify and save
harmless the Issuer, Delaware Trustee, Indenture Trustee and Eligible Lender Trustee and
their directors, officers, employees, agents and servants, and all Persons controlling, controlled
by or under common control or otherwise affiliated with them (each of the foregoing an “Indemnified
Person”) from and against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, costs and expenses (including, without limitation,
fees and expenses of counsel) of any nature (including, without limitation, under any federal,
state or foreign securities laws, rules or regulations) arising from or relating to this Agreement
and the transactions contemplated hereby or by any of the agreements, instruments or documents to
which the Issuer Administrator may be a party, whether now



18









 




existing or hereinafter arising (all of the foregoing being collectively referred to as
“Indemnified Amounts”); excluding, however, Indemnified Amounts resulting from the negligence or
misconduct of the Indemnified Persons in performing their obligations under this Agreement. If any
action, suit or proceeding arising from any of the foregoing is brought against any Indemnified
Person, the Issuer will resist and defend such action, suit or proceeding or cause the same to be
resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the
affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is
finally determined by a court of competent jurisdiction that such Indemnified Person is not
entitled to indemnification hereunder.




     (c) This Section 17 shall survive the termination of this Agreement.



     Section 18. Limitation of Liability of Eligible Lender Trustee and Delaware Trustee.
Notwithstanding anything contained herein to the contrary, this instrument has been executed by
each of The Bank of New York (Delaware) and The Bank of New York, not in its individual capacity
but solely in its capacity as Delaware Trustee or Eligible Lender Trustee, as applicable, and in no
event shall The Bank of New York (Delaware) or The Bank of New York in its individual capacity or
any beneficial owner of the Issuer have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse
shall be had solely to the assets of the Issuer.



     Section 19. Third-Party Beneficiary. The parties agree and acknowledge that the
Subadministrator, the Eligible Lender Trustee and the Delaware Trustee are third-party
beneficiaries of this Agreement.



     Section 20. No Petition. The parties hereto will not at any time institute against
the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under
any United States federal or State bankruptcy or similar law in connection with any obligations of
the Issuer under any Basic Document as such term is defined in the Indenture. The obligations of
this Section 20 shall survive termination of this Agreement.



19









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 	 	 
	

	 	HIGHER EDUCATION FUNDING I
	

	 	By:
	 	THE BANK OF NEW YORK (DELAWARE),

not in its individual capacity but solely as

Delaware Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ William T. Lewis
	

	 	 	 	 	 
	

	 	 	 	Name:
	 	William T. Lewis
	

	 	 	 	Title:
	 	Sr. Vice President
	 
	 	 	 	 	 	 
	

	 	THE BANK OF NEW YORK (DELAWARE), not in its

individual capacity but solely as Delaware Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ William T. Lewis
	

	 	 	 	 	 
	

	 	 	 	Name:
	 	William T. Lewis
	

	 	 	 	Title:
	 	Sr. Vice President
	 
	 	 	 	 	 	 
	

	 	THE BANK OF NEW YORK, not in its individual

capacity but solely as Eligible Lender Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Craig S. Wenzler
	

	 	 	 	 	 
	

	 	 	 	Name:
	 	Craig S. Wenzler
	

	 	 	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 	 	 
	

	 	THE BANK OF NEW YORK, as Indenture Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Craig S. Wenzler
	

	 	 	 	 	 
	

	 	 	 	Name:
	 	Craig S. Wenzler
	

	 	 	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 	 	 
	

	 	LORD SECURITIES CORPORATION
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Susan C. Ciaramella
	

	 	 	 	 	 
	

	 	 	 	Name:
	 	Susan C. Ciaramella
	

	 	 	 	Title:
	 	Vice President






20









 






POWER OF ATTORNEY




	 	 	 	 	 
	STATE OF DELAWARE

	 	 	)	 
	

	 	 	)	 
	COUNTY OF NEW CASTLE

	 	 	)	 






     KNOW ALL MEN BY THESE PRESENTS, that Higher Education Funding I(the “Issuer”), does hereby
make, constitute and appoint Lords Securities Corporation an Issuer under the Administration
Agreement, dated as of January 1, 2004 (the “Agreement”), among the Issuer, Indenture Trustee,
Delaware Trustee, Indenture Trustee and Issuer, as Issuer, as the same may be amended from time to
time, and its agents and attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all such
documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, including, without
limitation, to appear for and represent the Issuer in connection with the preparation, filing and
audit of federal, state and local tax returns pertaining to the Issuer, and with full power to
perform any and all acts associated with such returns and audits that the Issuer could perform,
including without limitation, the right to distribute and receive confidential information, defend
and assert positions in response to audits, initiate and defend litigation, and to execute waivers
of restrictions on assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.



     All powers of attorney for this purpose heretofore filed or executed by the Issuer are hereby
revoked.



     Capitalized terms that are used and not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement.



     EXECUTED as of this 1st day of January, 2004.



	 	 	 	 	 	 	 
	

	 	HIGHER EDUCATION FUNDING I
	 
	 	 	 	 	 	 
	

	 	 	By:	THE BANK OF NEW YORK

(DELAWARE),not in its individual capacity

but solely as Delaware Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ William T. Lewis
	

	 	 	 	 	 
	

	 	 	 	Name
	 	William T. Lewis
	

	 	 	 	Title
	 	Sr. Vice President







21