exv10w21



 






EXHIBIT 10.21




LENDER AGREEMENT FOR GUARANTEE OF




FEDERAL CONSOLIDATION LOANS WITH FEDERAL REINSURANCE




     For loans eligible for guarantee under the Higher Education Act of 1965, as amended (the
“Act”).



          WHEREAS, The Bank of New York, solely in this capacity as eligible lender trustee (Lender ID
number 833872) for Student Loan Consolidation Center Student Loan Trust I (“Lender”) and without
recourse to assets held by the eligible lender trustee other than those held in trust for Student
Loan Consolidation Center Student Loan Trust I, wishes to secure loan guarantees with the Nebraska
Student Loan Program, Inc. (“NSLP”) on federal consolidation loans made to “Eligible Borrowers” (as
hereinafter defined) at eligible institutions pursuant to the Act; and



     WHEREAS, Lender represents that it is an “eligible lender” under the provisions of the Act and
the “Program Rules” (as hereinafter defined); and



     WHEREAS, Lender has previously executed the NSLP Lender Agreement for Guarantee of Student
Loans with Federal Reinsurance.



     NOW, THEREFORE, it is mutually agreed that:




	 	1.  	The following words and terms shall have the following meanings unless
otherwise herein provided or unless that context or use clearly indicates another or
differing meaning or intent;






	 	a.  	“Act” shall mean Title IV, Part B, of the Higher Education Act
of 1965, as amended, the regulations promulgated thereunder, and all official
interpretations of federal requirements as issued by the ED;
	 
	 	b.  	“Agreement” shall mean this Agreement;
	 
	 	c.  	“Eligible Borrower” shall mean a borrower as defined by the
Act;
	 
	 	d.  	“Eligible Loan” shall mean a loan as defined by the Act;
	 
	 	e.  	“Federal Consolidation Loan” shall mean a student loan which
has been consolidated pursuant to and as defined by the Act;
	 
	 	f.  	“Initial Principal Amount” shall mean the principal amount of a
Federal Consolidation Loan when made; and
	 
	 	g.  	“Program Rules” shall include, but are not limited to, the Act,
all correspondence, the Common Manual — Unified Student Loan Policy, NSLP
Operations Alerts and NSLP correspondent materials. All such





	 	 	 
	Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance

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Program Rules, as amended from time to time, are specifically incorporated
into and made a part of this Agreement.




	 	2.  	NSLP shall guarantee Federal Consolidation Loans made by the Lender which have
been made in conformance with the Program Rules.
	 
	 	3.  	NSLP and the Lender agree that upon the default with respect to a promissory
note and the filing of a claim on such promissory note by the Lender, such claim shall
be processed as provided for in the Program Rules.
	 
	 	4.  	NSLP agrees to maintain reserves as defined by the Act for the payment of
claims/purchase of loans pursuant to the reinsurance contracts with the Secretary of
Education.
	 
	 	5.  	Lender shall make a Federal Consolidation Loan only to discharge Eligible Loans
upon an Eligible Borrower’s request.
	 
	 	6.  	Lender shall make a Federal Consolidation Loan only to those Eligible Borrowers
permitted by the Program Rules.
	 
	 	7.  	With respect to each Federal Consolidation Loan, the Lender shall determine as
to each Eligible Loan obligation to be consolidated that each obligation:






	 	a.  	is a legal, valid and binding obligation of the Eligible
Borrower;
	 
	 	b.  	was made and has been continuously serviced in accordance with
applicable laws and regulations and, if guaranteed, requirements of the
guarantor;
	 
	 	c.  	each underlying loan is currently guaranteed under the Act as
of the date of the consolidation; and
	 
	 	d.  	is not in default status as defined under the Act or the
Program Rules.






Lender shall document in the loan file the basis on which it made its determination
and retain that documentation for the term required by the Program Rules. Lender
acknowledges that NSLP has no responsibility to review such determinations of
Lender.




	 	8.  	Unless otherwise required by the Act, each Federal Consolidation Loan shall be
made in a principal amount, which is equal to the sum of the unpaid principal and
accrued unpaid interest and late charges of the Eligible Loans to be consolidated. The
proceeds of each Federal Consolidation Loan will be paid to the holder of each loan to
be consolidated to discharge the liability on such loans.






	 	9.  	Each Federal Consolidation Loan shall be made at the interest rate designated
by the Act.





	 	 	 
	Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance

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	 	10.  	Each Federal Consolidation Loan shall be subject to repayment on the terms
stated in the Act.
	 
	 	11.  	The Lender agrees to remit to NSLP any fees permitted by the Act and required
by NSLP.
	 
	 	12.  	NSLP and the Lender agree that the guarantee on any particular Federal
Consolidation Loan shall be effective for the term of that Federal Consolidation Loan
determined in accordance with the Program Rules, the effective date beginning on the
date of receipt by NSLP of any fee with respect to that Federal Consolidation Loan or,
if no fee is permitted or required, beginning on the date of disbursement by Lender of
that Federal Consolidation Loan.
	 
	 	13.  	In making Federal Consolidation Loans to Eligible Borrowers, the Lender agrees
to comply with all applicable federal and state laws in addition to (and not in
conflict with) the Program Rules.
	 
	 	14.  	The Lender agrees to notify NSLP in writing within sixty (60) days from the
date that each Federal Consolidation Loan is made.
	 
	 	15.  	The Lender shall maintain for all Federal Consolidation Loans guaranteed a
system of records and accounts, shall afford access thereto, and shall furnish such
periodic and separate reports as may reasonably be required by the ED and NSLP under
the Program Rules. For Federal Consolidation Loans paid in full or otherwise
discharged, the records shall be retained by the Lender as required by the Program
Rules.
	 
	 	16.  	NSLP shall guarantee Federal Consolidation Loans without regard to sex, age,
race, color, religion, handicapped status, income, national origin, or any other basis
prohibited by applicable law. The Lender will not discriminate in the making of loans
to Eligible Borrowers or in the treatment of such Eligible Borrowers on any prohibited
basis.
	 
	 	17.  	This Agreement shall inure to the benefit of and be binding upon NSLP, the
Lender and their respective successors; provided, however, that this Agreement may not
be assigned by either party hereto, either in whole or in part, without the prior
written consent of the other party, which consent may not be unreasonably withheld.
	 
	 	18.  	Subject to the prior written approval of the Lender, which approval shall not
be unreasonably withheld, NSLP may transfer Federal Consolidation Loans which are
guaranteed to any other guarantor which has given NSLP its prior written approval of
such transfer.
	 
	 	19.  	This Agreement may be terminated by the Lender upon ninety (90) days advance
written notice to NSLP. The Lender is required to give NSLP ninety (90) days advance
written notice of termination if the Lender intends to cease making Federal
Consolidation Loans under this Agreement. This Agreement may be





	 	 	 
	Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance

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terminated, suspended or limited by NSLP in any manner provided for in the Program
Rules. Such termination, suspension or limitation shall not affect the coverage of
Federal Consolidation Loans previously guaranteed.




In addition, this Agreement may be terminated by NSLP upon ninety (90) days written
notice to the Lender, in the event that NSLP intends to cease guaranteeing Federal
Consolidation Loans of Lender. Upon receipt of the termination notice, Lender shall
immediately cease origination and disbursement of all Consolidation Loans. Lender
will have ninety (90) days from receipt of the termination notice to obtain a
guarantee from NSLP on all Consolidation Loans originated and disbursed prior to
receipt of the termination notice.




	 	20.  	Lender agrees to indemnify and hold harmless NSLP from any obligations arising
out of or related to Federal Consolidation Loans not originated and serviced in the
manner required by the Act and the Program Rules.
	 
	 	21.  	This Agreement shall be governed by the laws of the State of Nebraska, except
to the extent federal law and/or regulations apply to the subject matter hereof. This
Agreement shall not be varied by oral agreement but only by an instrument in writing
duly executed by both parties. Any legal or equitable judicial proceeding arising out
of or related to this Agreement shall be heard solely in the courts located in the City
of Lincoln, Lancaster County, Nebraska, as the forum of choice of the parties to





	 	 	 
	Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance

	 	Page 4 of 5






 









 






     This Agreement is made this 12th day of March, 2002.



	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Lender:
	 	Student Loan Consolidation Center Student
	

	 	 	 	 	 	Name:
	 	Loan Trust I, by its eligible lender trustee,

The Bank of New York
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lender ID
#:833872
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Vicki Bellamy
	 	 	 	By:
	 	/s/ Tricia Heintz
	

	 	 
	 	 	 	 	 	 
	Title:

	 	Agent
	 	 	 	Title:
	 	Agent
	

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	Signature Date:      
              
               
               
               
               	 



The above contract accepted in Lincoln, Nebraska, this 12th day of March, 2002, by NSLP, which date
is the effective date of this agreement.




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	NEBRASKA STUDENT LOAN PROGRAM, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shaunda L. Poppe
	 	 	 	By:
	 	/s/ Randy Heesacker
	

	 	 
	 	 	 	 	 	 
	Title:

	 	Supervisor, Admin. Services
	 	 	 	Title:
	 	 Executive Vice President
	

	 	 
	 	 	 	 	 	 






	 	 	 
	Lender Agreement for Guarantee of Federal Consolidation Loans with Federal Reinsurance

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NEBRASKA STUDENT LOAN PROGRAM, INC.

Lincoln, Nebraska




Certificate of Guarantee

with Respect to

Federal Consolidation Loans




U.S. Department of Education
Lender ID #: 833872




     WHEREAS, the Nebraska Student Loan Program, Inc. (NSLP), located in Lincoln, Nebraska and The
Bank of New York located 10161 Centurion Parkway, Jacksonville, FL 32256, (the “Lender”) have
entered into a Lender Agreement for Guarantee of Federal Consolidation Loans with Federal
Reinsurance dated 3-12-02 (the “Agreement”), and



     WHEREAS, under the Agreement, the Lender has agreed to make Federal Consolidation Loans for
the purpose of discharging Eligible Loans of Eligible Borrowers; and



     WHEREAS, NSLP has agreed that such Federal Consolidation Loans, if made by Lender in
accordance with the terms of the Agreement, will be guaranteed by NSLP.



     NOW, THEREFORE, to evidence its intent to guarantee, NSLP issues this Certificate of Guarantee
(“Certificate”) upon the following terms and conditions:




	 	1.  	All capitalized terms in this Certificate, not otherwise defined herein, shall
have the same meaning as those capitalized terms defined in the Agreement. Such
capitalized terms and definitions are specifically incorporated by reference in this
Certificate.
	 
	 	2.  	This Certificate shall be effective with respect to Federal Consolidation Loans
made by Lender, from the date of the Agreement, until one of the parties terminates the
Agreement.
	 
	 	3.  	Federal Consolidation Loans guaranteed under this Agreement and this
Certificate shall carry terms and conditions as required by the Act and Program Rules.
	 
	 	4.  	Repayment of each Federal Consolidation loan will be required by the Act and
Program Rules.
	 
	 	5.  	This Certificate shall be cancelled and be of no further effect in the event
that the Agreement is terminated by either party in accordance with the terms of the
Agreement.
	 
	 	6.  	This Certificate shall be cancelled by NSLP, either finally or temporarily or
the effectiveness of this Certificate may be limited by NSLP, as appropriate, in
accordance with the terms of the Act and Program Rules.





	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 1 of 3






 









 







	 	7.  	No cancellation or limitation of this Certificate shall affect the guarantee
coverage of Federal Consolidation Loans made prior to the effective date of such
cancellation or limitation.
	 
	 	8.  	Claims under this Certificate shall be made to NSLP as described in the Act and
Program Rules.
	 
	 	9.  	The Lender’s right to make a claim under this Certificate may be assigned to a
subsequent owner/transferee of a Federal Consolidation Loan guaranteed under this
Certificate.





	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 2 of 3






 









 







However, with respect to a Federal Consolidation Loan transferred, any such
transferee must be an Eligible Lender, a signatory to the NSLP Lender Agreement, and
bound by the terms of the Agreement and this Certificate prior to the date of
transfer of ownership.



	 	 	 
	

	 	Dated: 3-13-02
	 
	 	 
	

	 	NEBRASKA STUDENT LOAN PROGRAM, INC.
	 
	 	 
	

	 	Approved by:
	 
	 	 
	

	 	/s/ Randy Heesacker
	

	 	 
	

	 	Name
	 
	 	 
	

	 	Executive Vice President
	

	 	 
	

	 	Title






	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 3 of 3






 









 






LENDER AGREEMENT FOR GUARANTEE OF

STUDENT LOANS WITH FEDERAL REINSURANCE




     For loans eligible for guarantee under the Higher Education Act of 1965, as amended (the
“Act”).



     WHEREAS, The Bank of New York, solely in this capacity as eligible lender trustee (Lender ID
number 833872) for Student Loan Consolidation Center Student Loan Trust I (“Lender”) and without
recourse to assets held by the eligible lender trustee other than those held in trust for Student
Loan Consolidation Center Student Loan Trust I, wishes to secure loan guarantees with the Nebraska
Student Loan Program, Inc. (“NSLP”) on federal student loans made to “Eligible Borrowers” (as
hereinafter defined) purchased by Lender from eligible institutions pursuant to the Act; and



     WHEREAS, Lender represents that it is an eligible secondary market lender under the provisions
of the Act and the “Program Rules” (as hereinafter defined).



     NOW, THEREFORE, it is mutually agreed that:




	 	1.  	The following words and terms shall have the following meanings unless
otherwise herein provided or unless the context or use clearly indicates another or
differing meaning or intent:






	 	(a)  	“Act” shall mean Title IV, Part B, of the Higher Education Act
of 1965, as amended, the regulations promulgated thereunder, and all official
interpretations of federal requirements as issued by ED;
	 
	 	(b)  	“Agreement” shall mean this Agreement;
	 
	 	(c)  	“Eligible Borrower” shall mean a borrower as defined by the
Act;
	 
	 	(d)  	“Eligible Loan” shall mean a loan as defined by the Act; and
	 
	 	(e)  	“Program Rules” shall include, but are not limited to, the Act,
the Common Manual — Unified Student Loan Policy, NSLP Operations Alerts and
NSLP correspondent materials. All such Program Rules, as amended from time to
time, are specifically incorporated into and made a part of this Agreement.






	 	2.  	NSLP shall guarantee Eligible Loans held by the Lender which have been acquired
in conformance with the Program Rules. For each twelve-month term commencing with the
date of this Agreement and continuing with the anniversary date thereof for all years
thereafter, Lender shall purchase Eligible Loans in an amount not to exceed
$500,000,000. In conjunction with the purchase of Eligible Loans, NSLP shall provide
guarantee and related services to Lender in conformance with the Act and the Program
Rules. NSLP shall review the principal amount of Eligible Loans on a quarterly basis to
determine compliance with respect to this provision.





	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 1 of 4






 









 







	 	3.  	NSLP and the Lender agree that upon the default of a promissory note and the
filing of a claim on such promissory note by the Lender, such claim shall be processed
as provided for in the Program Rules.
	 
	 	4.  	NSLP agrees to maintain reserves as defined by the Act for the payment of
claims/purchase of loans pursuant to the reinsurance contracts with the Secretary of
Education.
	 
	 	5.  	Lender shall only purchase Eligible Loans made by qualified lenders to Eligible
Borrowers permitted by the Program Rules.
	 
	 	6.  	The Lender shall determine that each Eligible Loan obligation is a legal, valid
and binding obligation of the Eligible Borrower, and shall engage in the requisite due
diligence relative to the purchase, servicing, and collection of Eligible Loans as
required by the Program Rules. Lender shall document in the loan file the basis on
which it made its determination and due diligence and retain the same for the term
required by the Program Rules. Lender acknowledges that NSLP has no responsibility to
review determinations or due diligence activity of Lender.
	 
	 	7.  	Lender shall notify NSLP in writing if any servicing or management of the
Lender’s Eligible Loans guaranteed by NSLP is done by an entity other than Lender.
	 
	 	8.  	Each Eligible Loan purchased by Lender has been made at an interest rate not
otherwise prohibited by the Act.
	 
	 	9.  	Each Eligible Loan shall be subject to repayment on the terms stated in the
Act.
	 
	 	10.  	The Lender agrees to remit to NSLP any fees permitted by the Act and the
Program Rules or as otherwise required by NSLP.
	 
	 	11.  	NSLP and the Lender agree that the guarantee on any particular Eligible Loan
shall be effective for the term of that Eligible Loan on the effective date determined
in accordance with the Program Rules.
	 
	 	12.  	In purchasing and servicing Eligible Loans from Eligible Borrowers, the Lender
agrees to comply with all applicable federal and state laws in addition to (and not in
conflict with) the Program Rules.
	 
	 	13.  	In the event the Lender, its servicing agent, any prior transferor, transferees
or subsequent servicing agent shall violate or fail to comply with the Program Rules
with respect to any Eligible Loan, Lender shall assume liability for and agrees to
indemnify and keep harmless NSLP, its successors, assigns, directors, officers and
agents from and against any and all liabilities, losses, damages, penalties, claims,
actions, expenses and disbursements, including legal fees and expenses, imposed on,
incurred by or asserted against them or any of them, in any way relating to or arising
out of such violation or failure to comply with the Program Rules,





	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 2 of 4






 









 







irrespective of whether NSLP shall have purchased such Eligible Loans from the
Lender.




	 	14.  	The Lender shall maintain for all Eligible Loans guaranteed a system of records
and accounts, shall afford access thereto, and shall furnish such periodic and separate
reports as may reasonably be required by the ED and NSLP under the Program Rules. For
Eligible Loans paid in full or otherwise discharged, the records shall be retained by
the Lender as required by the Program Rules.
	 
	 	15.  	NSLP shall guarantee Eligible Loans without regard to sex, age, race, color,
religion, handicapped status, income, national origin, or any other basis prohibited by
applicable law. The Lender will not discriminate in the acquisition of Eligible Loans
from originating lenders or in the treatment of Eligible Borrowers on any prohibited
basis.
	 
	 	16.  	This Agreement shall inure to the benefit of and be binding upon NSLP, the
Lender and their respective successors; provided, however, this Agreement may not be
assigned by either party hereto, either in whole or in part, without the prior written
consent of the other party, which consent may not be unreasonably withheld.
	 
	 	17.  	Subject to the prior written approval of the Lender, which approval shall not
be unreasonably withheld, NSLP may transfer Eligible Loans which are guaranteed to any
other guarantor which has given NSLP its prior written approval of such transfer.
Lender may likewise transfer Eligible Loans to another NSLP-approved lender or eligible
holder, and shall notify NSLP of any proposed transfer of NSLP guaranteed loans by
sale, payoff or pledge to such approved lender or eligible holder.
	 
	 	18.  	This Agreement may be terminated by the Lender upon ninety (90) days advance
written notice to NSLP. The Lender is required to give NSLP ninety (90) days advance
written notice of termination if the Lender intends to cease making Eligible Loans
under this Agreement. This Agreement may be terminated, suspended or limited by NSLP in
any manner provided for in the Program Rules. Such termination, suspension or
limitation shall not affect the coverage of Eligible Loans previously guaranteed.
	 
	 	   	In addition, this Agreement may be terminated by NSLP upon ninety (90) days written
notice to the Lender in the event NSLP intends to cease guaranteeing Eligible Loans
of Lender. Lender will have ninety (90) days from receipt of the termination notice
to obtain a guarantee from NSLP on all Eligible Loans acquired prior to receipt of
the termination notice.
	 
	 	19.  	Lender agrees to indemnify and hold harmless NSLP from any obligations arising
out of or related to Eligible Loans not originated, acquired or serviced in the manner
required by the Act and the Program Rules.





	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance (Secondary)

	 	Page 3 of 4






 









 







	 	20.  	This Agreement shall be governed by the laws of the State of Nebraska, except
to the extent federal law and/or regulations apply to the subject matter hereof. This
Agreement shall not be varied by oral agreement but only by an instrument in writing
duly executed by both parties. Any legal or equitable judicial proceeding arising out
of or related to this Agreement shall be heard solely in the courts located in the City
of Lincoln, Lancaster County, Nebraska, as the forum of choice of the parties to this
Agreement. This Agreement represents the entire understanding of the parties with
respect to the subject matter and supersedes all other communications between the
parties.





     This Agreement is made this 12th day of March, 2002.




		
	Lender Corporate Name: 	Student Loan Consolidation Center Student Trust I, by

its eligible lender trustee, The Bank of New York





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Lender ID #:
833872
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Vicki B. Bellamy
	 	 	 	By:
	 	/s/ Tricia Heintz
	

	 	 
	 	 	 	 	 	 
	Title:

	 	Agent
	 	 	 	Title:
	 	Agent
	

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Signature Date:
March 7, 2002
	 
	 	 	 	 	 	 	 	 
	NEBRASKA STUDENT LOAN PROGRAM, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shaunda L. Poppe
	 	 	 	By:
	 	/s/ Randy Heesacker
	

	 	 
	 	 	 	 	 	 
	Title:

	 	Supervisor, Admin. Services
	 	 	 	Title:
	 	Executive Vice President
	

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Signature Date:
3-12-02






	 	 	 
	Lender
Agreement For Guarantee of Student Loans With Federal Reinsurance
(Secondary)

	 	Page 4 of 4