exv10w1



 






EXHIBIT 10.1










ADMINISTRATION AGREEMENT




among




STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST 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




CLF ADMINISTRATION COMPANY LLC,

as Issuer Administrator




Dated as of March 1, 2002











 









 








TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 
	Section 1.

	 	Duties of the Issuer Administrator
	 	 	2	 
	Section 2.

	 	Records
	 	 	6	 
	Section 3.

	 	Compensation
	 	 	6	 
	Section 4.

	 	Additional Information to be Furnished
	 	 	6	 
	Section 5.

	 	Independence of the Issuer Administrator
	 	 	6	 
	Section 6.

	 	No Joint Venture
	 	 	6	 
	Section 7.

	 	Other Activities of the Issuer Administrator
	 	 	6	 
	Section 8.

	 	Term of Agreement; Resignation and Removal of Issuer Administrator
	 	 	6	 
	Section 9.

	 	Action upon Termination, Resignation or Removal
	 	 	8	 
	Section 10.

	 	Notices
	 	 	8	 
	Section 11.

	 	Amendments
	 	 	9	 
	Section 12.

	 	Successors and Assigns
	 	 	9	 
	Section 13.

	 	Governing Law
	 	 	9	 
	Section 14.

	 	Headings
	 	 	9	 
	Section 15.

	 	Counterparts
	 	 	9	 
	Section 16.

	 	Severability
	 	 	9	 
	Section 17.

	 	Limitation of Liability of Eligible Lender Trustee and Delaware Trustee
	 	 	10	 
	Section 18.

	 	No Petition
	 	 	10	 






EXHIBIT A POWER OF ATTORNEY




 









 








     THIS ADMINISTRATION AGREEMENT dated as of March 1, 2002 (as amended from time to time, this
“Administration Agreement”), among STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST I, a
Delaware business 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 CLF ADMINISTRATION COMPANY LLC, a
Nevada limited liability company, as Issuer Administrator (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 March 1, 2002, 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 March 1, 2002 (the “Trust
Agreement”), between the Delaware Trustee and Consolidation Loan Funding, LLC, as depositor
(together with its successors in interest, the “Owner”); and



     WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of March 1, 2002 (the
“Eligible Lender Trust Agreement”), between the Issuer and the Eligible Lender Trustee, the
Eligible Lender Trustee shall hold legal title to FFELP 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 Student 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 FFELP 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 the Issuer and the Delaware Trustee 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.



 









 





     Section 1. Duties of the Issuer Administrator.




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




     (i) The Issuer Administrator is authorized and directed to execute and deliver
on behalf of the Trust the Basic Documents to which the Trust is a party and each
certificate or other document attached as an exhibit to or contemplated by such
Basic Documents. The Issuer Administrator agrees to perform all its duties as
Issuer Administrator and the duties of the Issuer under 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 or under the Higher Education Act, 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;



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




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




     (K) furnishing to the Issuer, the Indenture Trustee or the Eligible
Lender Trustee copies of reports received with respect to the Financed
Student Loans, and preparing such additional reports with respect to the
Financed Student 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 Student 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;




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




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




     (R) executing any Trust Related Agreements on behalf of the Issuer.




     (ii) the Issuer Administrator will:




     (A) 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



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nature whatsoever, including reasonable attorneys fees and expenses,
incurred without gross negligence, willful misconduct, or bad faith on their
part, arising out of the willful misconduct, negligence or bad faith or
other act of the Issuer Administrator in the performance of the Issuer
Administrator’s duties contemplated by this Administration Agreement; and




(B) 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 gross negligence,
willful misconduct or bad faith on their part, arising out of the willful
misconduct, negligence or bad faith or other act of the Issuer Administrator
in the performance of the Issuer Administrator’s duties contemplated by this
Administration 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
1(a)(ii)(A) or (B) hereof so long as the Issuer Administrator has acted pursuant to
the instructions of the Delaware Trustee or the Owner in accordance with subsection
(c) hereof.




     (b) 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 and to each successor Issuer Administrator appointed
pursuant to the terms hereof, 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 and 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 or the Delaware Trustee.
The Issuer Administrator agrees to perform such obligations and deliver such notices
as are specified as to be performed or delivered by the Issuer Administrator under
the Trust Related Agreements.




     (iii) In carrying out the foregoing duties or any of its other obligations
under this Administration Agreement, the Issuer Administrator may enter into
transactions or otherwise deal with any of its affiliates; provided, however, that



4









 






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 than would be
available from unaffiliated parties.




(iv) In carrying out any of its obligations under this Administration
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.




     (c) 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;




     (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 Student Loans;




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




     (D) the removal of the Indenture Trustee; and




     (E) the amendment, change or modification of this Administration
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
Student Loans or (2) materially reduce the underwriting standards with
respect to the Financed Student 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 directs the
Issuer Administrator not to take on its behalf.



5









 





     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 Administration Agreement and as reimbursement for its expenses related
thereto, the Issuer Administrator shall be entitled to the Administration Fee payable as set forth
in the Indenture. The payment of the foregoing fee shall be solely an obligation of the Issuer,
payable out of the Trust Estate.



     Section 4. Additional Information to be Furnished. 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, notwithstanding its
affiliation with the Issuer, 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 Administration 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 Issuer Administrator for any other person or
entity even though such person or entity may engage in business activities similar to those of the
Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee.



     Section 8. Term of Agreement; Resignation and Removal of Issuer Administrator.




     (a) This Administration Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Administration Agreement shall automatically terminate.




     (b) Subject to Section 8(e) hereof, the Issuer Administrator may resign its duties
hereunder by providing the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the
Owner and the Indenture Trustee with at least 60 days’ prior written notice.



6









 






     (c) Subject to Section 8(e) hereof, the Issuer may remove the Issuer Administrator
without cause by providing the Issuer Administrator with at least 60 days’ prior written
notice.




     (d) Subject to Section 8(e) hereof, at the sole option of the Issuer, the Issuer
Administrator may be removed immediately upon written notice of termination from the Issuer
to the Issuer Administrator if any of the following events shall occur:




     (i) the Issuer Administrator shall default in the performance of any of its
duties under this Administration 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);




     (ii) 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




     (iii) 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 (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to the Delaware
Trustee, the Eligible Lender Trustee, the Holders, the Indenture Trustee and 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 (iii) without
the prior written consent of the Issuer, the Eligible Lender Trustee and the Delaware
Trustee for so long as any Note is outstanding.




     (e) 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) and
(ii) shall have agreed in writing to be bound by the terms of this Administration Agreement
in the same manner as the Issuer Administrator is bound hereunder.



7









 






     (f) The appointment of any successor Issuer Administrator shall be effective only if
each Rating Agency shall have been given 10 days’ prior notice of such proposed appointment,
and 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 Administration Agreement pursuant to Section 8(a) hereof or the resignation
or removal of the Issuer Administrator pursuant to Section 8(b) or (c) 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 pursuant to Section 8(a) hereof deliver to the Issuer 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 Administrator pursuant to Section 8(b) or (c)
hereof, respectively, the Issuer Administrator shall cooperate with the Issuer 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, to:

	 	Student Loan Consolidation Center Student Loan Trust 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 Issuer
	 	 
	 Administrator, to:

	 	CLF Administration Company LLC
	

	 	5005 Wateridge Vista Drive, Suite 150
	

	 	San Diego, California 92121
	

	 	Attention: Ryan Katz
	If to the Indenture
	 	 
	 Trustee or the
	 	 
	 Eligible Lender
	 	 
	 Trustee, to:

	 	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






8









 





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 Administration Agreement may be amended from time to time by the
parties hereto so long as a Rating Agency Confirmation has been obtained with respect to such
amendment.



     Section 12. Successors and Assigns. Other than pursuant to the Administrative Services
Agreement, dated as of March 1, 2002, between the Issuer Administrator and Lord Securities
Corporation, this Administration 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 10 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 Administrator is bound
hereunder. Notwithstanding the foregoing, this Administration 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 Indenture
Trustee 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 10 days’ prior notice of, and a Rating Agency
Confirmation shall have been obtained with respect to, such assignment. Subject to the foregoing,
this Administration Agreement shall bind any such permitted successors or assigns of the parties
hereto.



     Section 13. Governing Law. THIS ADMINISTRATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.



     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
Administration Agreement.



     Section 15. Counterparts. This Administration 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 Administration 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



9









 




such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




     Section 17. 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 18. No Petition. The parties hereto will not at any time institute against the Issuer
any bankruptcy 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.



10









 





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



	 	 	 	 	 
	 	 	STUDENT LOAN
CONSOLIDATION

 CENTER STUDENT LOAN TRUST I 
	

	 	 
	 	 
	

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

	 	 	 	individual capacity but solely as
Delaware Trustee
	 

	 	 	 	 
	

	 	By:
	 	/s/ Patrick Burns
	

	 	 	 	

	 

	 	Name:

Title:
	 	Patrick Burns

Senior Vice President
	 
	 	 	THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as Delaware Trustee

	

	 	 	 	 
	

	 	By:
	 	/s/ Patrick Burns
	

	 	 	 	

	 

	 	Name:

Title:
	 	Patrick Burns

Senior Vice President
	 
	 	 	THE BANK OF NEW YORK,
not in its individual capacity but solely as Eligible Lender Trustee
	 

	 	 
	 	 
	

	 	By:
	 	/s/ Tricia Heintz
	

	 	 	 	

	

	 	Name:
	 	Tricia Heintz
	 

	 	Title:
	 	Agent
	 
	 	 	THE BANK OF NEW YORK, as Indenture Trustee
	 
	

	 	By:
	 	/s/ Tricia Heintz
	

	 	 	 	

	

	 	Name:
	 	Tricia Heintz
	

	 	Title:
	 	Agent






11









 






	 	 	 	 	 
	 	 	CLF ADMINISTRATION COMPANY LLC, as Issuer

Administrator
	 
	

	 	By:
	 	/s/ Ryan Katz
	

	 	 	 	

	

	 	 	 	Ryan Katz, Manager







12









 








EXHIBIT A




POWER OF ATTORNEY




	 	 	 
	STATE
OF DELAWARE



COUNTY OF NEW CASTLE

	 	)

)

)






     KNOW ALL MEN BY THESE PRESENTS, that Student Loan Consolidation Center Student Loan Trust I
(the “Issuer”), does hereby make, constitute and appoint CLF Administration Company, L.L.C., as
Issuer Administrator under the Administration Agreement, dated as of March 1, 2002 (the
“Administration Agreement”), among the 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 CLF Administration Company L.L.C., as Issuer Administrator, 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 Administration Agreement.



     EXECUTED as of this 1st day of March, 2002.



	 	 	 	 	 
	 	 	STUDENT LOAN CONSOLIDATION
	 	 	CENTER STUDENT LOAN TRUST I
	 
	 	 	 	 
	

	 	By:
	 	THE BANK OF NEW YORK
	

	 	 	 	(DELAWARE), not in its individual
	

	 	 	 	capacity but solely as Delaware Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Patrick Burns
	

	 	 	 	

	 	 	Name: Patrick Burns
	 	 	Title: Senior Vice President