exv10w41



 






EXHIBIT 10.41




FLORIDA DEPARTMENT OF EDUCATION

OFFICE OF STUDENT FINANCIAL ASSISTANCE

FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM

LENDING INSTITUTION PARTICIPATION AGREEMENT



This Agreement is entered into for the purpose of participation in the Florida Guaranteed Loan
Programs. The Bank of New York Trust Company of Florida, N.A., solely in its capacity as eligible
lender trustee (Lender #833873) for Consolidation Loan Funding, LLC (“Lender”) and without recourse
to assets held by the eligible lender trustee other than those held in trust.



WHEREAS, eligible lender trustee other than those held in trust hereinafter referred to as the
“Lender”, wishes to be able to secure loan insurance on loans made to or on behalf of students
pursuing programs of postsecondary education pursuant to Title IV, Part B, of the Higher Education
Act of 1965, as amended, hereinafter referred to as the “Act”, and



WHEREAS, The Florida Department of Education, hereinafter referred to as the “Department”, has
qualified for reinsurance of such loans and having found the Lender qualifies as an eligible lender
under the provisions of the Act, the applicable parts of Title 34 of the Code of Federal
Regulations (hereinafter referred to as “Federal Regulations”), Florida Statutes and the Rules of
the State Board of Education (hereinafter referred to as “SBE Rules”), wishes to encourage the
holding and originating of such loans by the Lender.



NOW, THEREFORE, it is agreed that:





	1.  	Within such limits as may be set by the Act, Federal Regulations, Florida Statutes and SBE
Rules, the Department shall fully guarantee all loans held and originated by the lender which
are reinsurable under Act and Federal Regulations. The Act, the applicable Federal
Regulations, the applicable Florida Statutes and SBE Rules are a part of this Agreement.
	 
	2.  	In making or servicing guaranteed loans to or on behalf of eligible borrowers, the Lender
will assist them in securing such reductions in their obligations to pay interest on loans
made by the Lender as they may be eligible to receive under the Act and Federal Regulations.
	 
	3.  	Due diligence in making, servicing, and collecting Florida guaranteed loans will be provided
by the Lender as specified by Federal Regulations and SBE Rules.
	 
	4.  	The Lender will maintain transaction records and reports in such form and containing such
information as the Department requires, and will afford access thereto as the Department or
its authorized representatives may find necessary to assure correctness and to verify such
records and reports.
	 
	5.  	The Department will supply the Lender with all forms and informational materials as are
necessary to perform the requirements set forth by this Agreement. Any addition,
substitution, or alteration of forms provided by the Department must be approved, in advance
of their use, by the Department.
	 
	6.  	The Lender will provide notification to the Department when it acquires a loan for which the
Department has issued a notice of loan guarantee. Regarding a guaranteed loan already held by




 









 






	   	the Lender, in order for a loan account to remain subject to the Department’s guarantee
obligation, the loan may be transferred only to another approved lender or eligible holder of
Florida Guaranteed loans.
	 
	7.  	Payment of a note may be extended in whole or in part, and the provisions of the note may be
modified without notice to and without affecting the liability of the Department, if such
extension or modification complies with the requirements for notes under this Agreement,
Federal Regulations and SBE Rules.
	 
	8.  	The Lender will notify the Department of any servicing or management of the Lender’s
guaranteed loan portfolio performed by an agent(s) other than the holder of record.
	 
	9.  	Whenever any guaranteed note shall be in default, or upon the death or total and permanent
disability of a borrower, or upon adjudication in bankruptcy, the Department will, upon
receipt of a properly documented claim from the Lender, purchase the total amount of principal
and interest then due and owing to the Lender, in accordance with Federal Regulations and SBE
Rules.
	 
	10.  	The Department shall maintain on deposit with the State Treasurer of Florida or State Board
of Administration funds or negotiable securities representing no less than two percent (2%) of
the total unpaid principal amount of all guarantees issued by the Department or the guaranteed
portion of unpaid principal of all notes previously guaranteed by the Department exclusive of
such portion as may have been reinsured or guaranteed by the United States of America or an
agency, department, or instrumentality thereof. A statement of such funds and securities as
of the close of the latest state fiscal year shall be furnished to the Lender upon request.
	 
	11.  	The Lender represents that the Lender is not currently the object of any directive issued by
the U.S. Department of Education or any state or federal agency which has the potential to
limit, suspend or terminate the Lender’s eligibility to participate in the guaranteed loan
programs. Further, the Lender will notify the Department on the same day it receives any such
directives while this Agreement is in effect.
	 
	12.  	The Lender will not enter into any formal or informal agreement with any school regarding the
availability of Florida guaranteed loans, and will not provide to or accept financial
inducements from any school for making Florida guaranteed loans available to students
attending a school.
	 
	13.  	The Lender shall not discriminate nor deny equal opportunity on the basis of race, religion,
sex, creed, national origin, marital status, or veteran status in any decision material to
participation in the Florida Guaranteed Loan Programs, such as but not limited to, loan
eligibility determinations, or approval of deferments, forbearance’s, repurchases and loan
consolidation or refinancing.
	 
	14.  	As a condition to the obligation of the Department herein, the Lender agrees to comply with
all laws, rules, and regulations, currently in effect and as may be amended during the term of
this Agreement, that are applicable to the transactions and loans which are to be guaranteed.
	 
	15.  	This Agreement shall apply only to loans made after the date of execution by the Department
and may be terminated by the Lender by providing written notice to the Department thirty (30)
days in advance of the termination date. If the Department intends to terminate this
Agreement, the Department will establish the termination date in accordance with the
provisions set forth in Federal Regulations and SBE Rules. The termination of this agreement shall not affect the
coverage of loans guaranteed prior to such termination.




Page 2 of 4









 






	16.  	The Lender shall provide to the Department a Secretary’s or Cashier’s Certificate and a
Certificate of Incumbency and Authenticity of Signatures, in the formats set out in
Attachments 1 and 2, which are incorporated in and made a part of this Agreement by reference,
or in a substantially equivalent format.




Page 3 of 4









 










IN WITNESS WHEREOF, the parties have caused this instrument (which constitutes the entire Agreement
of the parties and which shall not be amended except in writing or as stated herein) to be executed
by their duly authorized officers.



FOR THE LENDER



As an officer of this lending institution, I agree that this institution and its representatives
will comply with all laws, program regulations, and rules under this Agreement.



The Bank of New York of Florida, N.A. as eligible lender trustee for Consolidation Loan Funding LLC




	 	 	 
	/s/ Tricia Heintz

	 	2/15/02
	


	 	

	Signature of Official

	 	Date
	 
	 	 
	Vice President
	 	 
	

	 	 
	Typed Name of Official
	 	 






FOR THE DEPARTMENT




	 	 	 
	/s/ Judith Branch

	 	3/8/02
	


	 	

	Judith W. Branch, Director

	 	Date
	Policy, Training, and Compliance
	 	 
	Florida Department of Education
	 	 
	Office of Student Financial Assistance
	 	 






Page 4 of 4









 






TRUSTEE’S CERTIFICATE




     I, Robert W. Seifert, as Vice President of The Bank of New York Trust Company of Florida,
N.A. (the “Trustee”), DO HEREBY CERTIFY as follows:




	 	1.  	The Trustee is a national banking association organized and existing under the
laws of the United States having its corporate trust office in Jacksonville, Florida
and has been granted authority under said laws to exercise fiduciary powers, as
evidenced by the Certificate of the Office of the Banking Department of the State of
New York attached hereto as Exhibit A, which Certificate remains in full force and
effect as of the date hereof.
	 
	 	2.  	Under the bylaws of the Trustee, any officer is authorized to accept
appointments as eligible lender trustee, and the Trustee has, as of the date hereof,
accepted its appointment as Trustee under, and the trusts imposed upon it by “An
Eligible Lender Trust Agreement dated as of March 1, 2002” and is hereby authorized to
execute a Lending Institution Participation Agreement with the Florida Department of
Education.
	 
	 	3.  	Tricia Heintz and George W. Bemister as Agents of the Trustee, are authorized
to execute on behalf of the Trustee any and all documents that relate to the Trustee
and as may be required.
	 
	 	4.  	The signature of Tricia Heintz and George W. Bemister set forth opposite their
names and titles below are genuine signatures:





	 	 	 	 	 
	Tricia Heintz

	 	 	 	/s/ Tricia Heintz
	Vice President	 	

	 
	 	 	 	 
	George W. Bemister

	 	 	 	/s/ George W. Bemister
	Assistant Treasurer	 	








	 	5.  	The Agents named in this Certificate are duly appointed Agents of the Trustee,
who are now in office and are authorized to perform the acts mentioned above on behalf
of the Trustee as evidenced by certified extracts of the bylaws of the Trustee attached
hereto as Exhibit B.





     IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of The Bank of New
York Trust Company of Florida, N.A. for delivery on the 1st day of March 2002.



	 	 	 
	

	 	

	

	 	Vice President
	 
	 	 
	

	 	(SEAL)






 









 






FLORIDA DEPARTMENT OF EDUCATION

OFFICE OF STUDENT FINANCIAL ASSISTANCE




LENDER OF LAST RESORT AGREEMENT




This agreement is set forth for lenders serving as a “Lender of Last Resort” in the Florida Stafford Loan Program.




Section A. The Parties




The parties to this agreement are the Bureau of Student Financial Assistance, Florida
Department of Education, hereinafter referred to as the Department Florida Education Center,
Tallahassee, Florida 32399 and The Bank of New York Trust Company of Florida, N.A., solely
in its capacity as eligible lender trustee (Lender #833873) for Consolidation Loan Funding,
LLC (“Lender”) and without recourse to assets held by the eligible lender trustee other than
those held in trust, hereinafter called the Lender.



Section B. Term




The effective date of this agreement shall be                      and shall remain unless
terminated by either party upon ninety days written notice sent by certified United States
mail, return receipt required.



Section C. Purpose and Provisions




The Department shall designate the Lender as the “Lender of Last Resort” pursuant to the
Higher Education Act of 1965 (the “Act”) (Public Law 99.498, Sec. 428(j)).



The Lender agrees to make Florida Stafford Loans to students who:




	 	a.  	Are attending educational institutions participating in the Florida Guaranteed
Student Loan Programs; and
	 
	 	b.  	Qualify for federal interest subsidies for loans in an amount for not less than
$200 nor an amount which exceeds the annual federal limit or the need of the borrower,
as determined by the educational institution that the borrower is attending; and
	 
	 	c.  	Are otherwise unable to obtain a loan from two other lenders participating in
the Florida Stafford Loan Program and have been referred to the Lender by the
Department.





       In witness whereof, the parties hereto have signed this agreement on the days set forth below.



	 	 	 
	The Bank of New York of Florida, N.A. as eligible

	 	Florida Department of Education
	lender trustee for Consolidation Loan Funding, LLC

	 	Office of Student Financial Assistance
	


	 	
	Lender Name
	 	 
	 
	 	 
	/s/ Tricia Heintz

	 	/s/ Judith Branch
	


	 	

	Signature of Authorized Official

	 	Signature of Department Official
	 
	 	 
	Vice President

	 	Judith W. Branch, Director
	


	 	

	Typed Name of Authorized Official

	 	Office of Policy, Training, and Compliance
	 
	 	 
	Tricia Heintz

	 	Director
	


	 	

	Title of Official

	 	Title of Official
	 
	 	 
	2/15/02

	 	3/8/02
	


	 	

	Date

	 	Date
	 
	 	 
	833873
	 	 
	

	 	 
	Lender Code Number
	 	 






 









 






FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM

LENDER PARTICIPATION AGREEMENT




FEDERAL CONSOLIDATION LOANS



WHEREAS, The Bank of New York Trust Company of Florida, N.A., solely in its capacity as
eligible lender trustee (Lender #833873) for Consolidation Loan Funding, LLC (“Lender”) and without
recourse to assets held by the eligible lender trustee other than those held in trust, hereinafter
referred to as the “Lender,” wishes to participate in a program of Federal Consolidation Loans for
eligible borrowers under Title IV, Part B, of the Higher Education Act of 1965, as amended, and



WHEREAS, the Florida Department of Education, Office of Student Financial Assistance, hereinafter
referred to as the “Department,” having found that the eligible lender qualifies under the
provisions of such Act and State Board of Education Rules.



THEREFORE, it is agreed by the Department and the Lender as follows:





	(1)  	The Lender is currently an eligible lender and/or holder with the United States Department of
Education for Federal Stafford Loans (formerly called Guaranteed Student Loans) and/or Federal
PLUS loans, and Federal Supplemental Loans for Students.
	 
	(2)  	Within such limits as may be set by it, the Department shall insure all Federal Consolidation
Loans made by the eligible lender which are eligible for such reinsurance under such Acts and
Regulations issued thereunder, which Acts and Regulations, as they may from time to time be
amended, are made a part of this agreement.
	 
	(3)  	An eligible lender must verify that an eligible borrower has no other application pending for
a Federal Consolidation Loan and the leader must hold at least one of a borrower’s eligible
loans for consolidation, or obtain a certification that the borrower has been unable to obtain
a consolidation loan with income-sensitive repayment terms from the holder(s) of his/her
outstanding loans selected for consolidation. At least one loan to be consolidated must be a
loan guaranteed by the Department.
	 
	(4)  	The Lender must meet the applicable guidelines set forth in the Higher Education Act of 1965,
as amended.
	 
	(5)  	The proceeds of the Federal Consolidation Loan will be paid by the eligible lender to the
holder(s) of the loans selected for consolidation to discharge the liability of such loans.
	 
	(6)  	The Lender agrees to follow such other published terms and conditions as the Secretary of
Education and the Department specifically require to carry out the Federal Consolidation Loan
Program.
	 
	(7)  	If the eligible lender no longer intends to make Federal Consolidation Loans under this
agreement, the agreement shall be terminated sixty (60) days after receipt of the request.
This agreement may also be terminated by the Department in a manner provided by law. The
termination of this agreement shall not affect the coverage of loans under guarantee issued
prior to such termination.




Page 1 of 2









 










IN WITNESS THEREOF, The Florida Department of Education, Office of Student Financial Assistance has
executed this agreement in Tallahassee, Florida.




	 	 	 
	/s/ Judith Branch

	 	3/8/02
	


	 	

	Judith W. Branch, Director

	 	Date
	Office of Policy, Training, Outreach and
	 	 
	Institutional Review
	 	 
	Office of Student Financial Assistance
	 	 
	Florida Department of Education
	 	 






The above agreement accepted this 8th day of March 2002.



	 	 	 
	Exact Corporate Title:
	 	 
	 
	 	 
	Name

	 	The Bank of New York Trust Company
of Florida, N.A., solely in its
capacity as eligible lender trustee
(Lender #833873) for Consolidation
Loan Funding, LLC (“Lender”) and
without recourse to assets held by
the eligible lender trustee other
than those held in trust
	Address

	 	10161 Centurion Parkway

Jacksonville, FL 32256
	 
	 	 
	Federal El No

	 	59-2283428






	 	 	 
	DE Federal Vender No. (Lender Code)                    833873






	 	 	 
	Name and Title of Officer                    Tricia Heintz, Vice President






	 	 	 
	Signature of Officer

	 	/s/ Tricia Heintz
	

	 	







Page 2 of 2









 






CERTIFICATE OF COMPREHENSIVE INSURANCE


For Federal Consolidation Loans made in accordance with Title IV,




Part B of the Higher
Education Act of 1965, as amended



The Florida Department of Education, Office of Student Financial Assistance, hereinafter
referred to as the “Department,” authorizes that all consolidation loans made in conformity with
the requirements of Part B of Title IV of the Higher Education Act of 1965, as amended, by The Bank
of New York Trust Company of Florida, N.A., solely in its capacity as eligible lender trustee
(Lender #833873) for Consolidation Loan Funding, LLC (“Lender”) and without recourse to assets held
by the eligible lender trustee other than those held in trust hereinafter referred to as the
“Lender,” are fully insured against loss of principal and interest by the Department provided:





	 	1.  	The lender has determined to its satisfaction, in accordance with reasonable
and prudent business practices, for each loan being consolidated that:






	 	(a)  	the loan is a legal, valid, and binding obligation of the
borrower;
	 
	 	(b)  	each such loan was made and serviced in compliance with
applicable laws including federal regulations and State Board Rule; and
	 
	 	(c)  	the insurance on each Part B loan is in full force and effect.






	 	2.  	That the consolidation loan(s) will be made on or after                      but no
later than provided for in the Higher Education Act of 1965, as amended.
	 
	 	3.  	That the total unpaid principal amount of all consolidation loans made under
this certificate is equal to or not to exceed                               .
	 
	 	4.  	That this certificate will be updated and renewed as determined by the lender.
	 
	 	5.  	That the lender will meet reporting requirements established by the Department
in a timely manner.
	 
	 	6.  	That the lender structures a repayment schedule with the eligible borrower
pursuant to the requirements stated in the Higher Education Act of 1965, as amended
regarding Federal Consolidation Loans.
	 
	 	7.  	That, if the lender, prior to the expiration of this certificate no longer
wishes to make Federal Consolidation Loans, the lender will so notify the Department in
order that the certificate may be terminated. Such termination shall not affect the
insurance on any Federal Consolidation loan made prior to such termination.
	 
	 	8.  	The lender’s Federal Consolidation Loan Program practices are subject to the
Department’s Federal Family Education Loan Program lender Participation, Limitation,
Suspension or Termination procedures. The insurance on any Federal Consolidation
loan(s) made under this certificate prior to the Department’s imposition of a
limitation, suspension or termination action shall not be affected by such action.




The Florida Department of Education, Office of Student Financial Assistance, is designated as the
offices which will process claims and perform other related administrative functions.




 









 








2 of 2



IN WITNESS THEREOF, The Florida Department of Education, Office of Student Financial Assistance has
executed this agreement in Tallahassee, Florida.




	 	 	 
	/s/ Judith Branch

	 	3/8/02
	


	 	

	Judith W. Branch, Director

	 	Date
	Policy, Training, Outreach and
	 	 
	Institutional Review
	 	 
	Office of Financial Assistance
	 	 
	Florida Department of Education
	 	 





The above agreement accepted this 8th day of March 2002.




	 	 	 
	Exact Corporate Title:
	 	 
	 
	 	 
	Name

	 	The Bank of New York Trust Company of Florida, N.A.,
solely in its capacity as eligible lender trustee
(Lender #833873) for Consolidation Loan Funding, LLC
(“Lender”) and without recourse to assets held by the
eligible lender trustee other than those held in trust
	Address

	 	10161 Centurion Parkway

Jacksonville, FL 32256






	 	 	 
	Federal EI
No.                        59-2283428         DE Federal Vender No. (Lender Code)          833873






	 	 	 
	Name and Title of Officer

	 	Tricia Heintz, Vice President






	 	 	 
	Signature of Officer

	 	/s/ Tricia Heintz
	

	 	








 









 






FLORIDA BUREAU OF STUDENT FINANCIAL ASSISTANCE

LENDING INSTITUTION DEMOGRAPHIC DATA SHEET




	 	 	 	 	 	 	 
	NAME OF LENDING INSTITUTION
	 	USDE LENDER CODE

	 
	 	 	 	 	 	 
	The Bank of New York of Florida, N.A. as
eligible lender trustee for Consolidation Loan
Funding, LLC	 	 833873



IRS EMPLOYEE ID NUMBER
	 
	 	 	 	 	 	 
	 	 	 	 	 59-2283428

	LENDER ADDRESS
	 	 	 	 
	 
	 	 	 	 	 	 
	10161 Centurion Parkway
	 	INSTITUTION TYPE

	Jacksonville, FL 32256
	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	1.
	 	Florida Bank
	

	 	 	 	2.
	 	Florida Savings and Loan
	

	 	 	 	3.
	 	Florida Credit Union
	

	 	 	 	4.
	 	Out of State Commercial
	Lender E-Mail

	 	     BNYSTUDENTLOAN@
	 	5.
	 	School Lender
	

	 	     BANKOFNY.COM
	 	6.
	 	Secondary Market
	

	 	 	 	7.
	 	Other National Association
	

	 	 	 	8.
	 	Servicer
	 
	 	 	 	 	 	 
	CEO INFORMATION
	 	LOAN PROGRAM CONTACT

	 
	 	 	 	 	 	 
	Name

	 	Troy Kilpatrick
	 	Name	 	 
	

	 	 	 	 	 	

	Title

	 	Deputy Director
	 	Title	 	 
	

	 	 	 	 	 	

	Telephone:

	 	904/645-1960
	 	Telephone:	 	 
	

	 	 	 	 	 	

	Fax:

	 	904/645-1931
	 	Fax:	 	 
	

	 	 	 	 	 	

	E-Mail

	 	 	 	E-Mail	 	 
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	SERVICER
	 	SERVICER CONTACT

	 
	 	 	 	 	 	 
	Name

	 	INTUITION/NELNET
	 	Name	 	 
	

	 	 	 	 	 	

	Servicer Code

	 	 	 	Title	 	 
	

	 	

	 	 	 	

	Title:

	 	 	 	Telephone:	 	 
	

	 	

	 	 	 	

	Telephone:

	 	 	 	Fax:	 	 
	

	 	

	 	 	 	

	Fax:

	 	 	 	E-Mail	 	 
	

	 	

	 	 	 	

	E-Mail
	 	 	 	 	 	 
	

	 	
	 	 	 	 






LOAN TYPE(S) OFFERED




	 	 	 	 	 
	 

	 	þ     STAFFORD SUBSIDIZED
	 	þ     STAFFORD UNSUBSIDIZED
	

	 	þ     PLUS
	 	þ     CONSOLIDATION






	 	 	 	 	 
	IMPORTANT:	 	Please indicate the name AND address you wish to appear on address
labels for ALL mailouts to your institution or servicer
	 
	 	 	 	 
	

	 	Name
	 	Tricia Heintz
	

	 	Address:
	 	10161 Centurion Parkway
	

	 	 	 	Jacksonville, FL 32256






 









 






FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM

ADDENDUM TO LENDING INSTITUTION PARTICIPATION AGREEMENT




INDEMNIFICATION AGREEMENT




     The Bank of New York Trust Company of Florida, N.A., solely in its capacity as eligible lender
trustee (Lender #833873) for Consolidation Loan Funding, LLC (“Lender”) and without recourse to
assets held by the eligible lender trustee other than those held in trust, hereinafter referred to
as the “Lender”, and the Florida Department of Education, hereinafter referred to as the
Department, agree the Lending Institution Participation Agreement between the Lender and the
Department is amended as follows:




	 	1.  	When a document to be included in a claim package submitted by the Lender to
the Department is lost or destroyed, the Lender agrees to submit in the claim package,
in lieu of the required document, the substituted documentation prescribed below:






	 	a.  	Borrower’s Application. An affidavit describing the
circumstances that resulted in the loss or destruction of the borrower’s
application.
	 
	 	b.  	Original promissory note signed by the borrower. A certified
copy of the original promissory note signed by the borrower and an affidavit
describing the circumstances that resulted in the loss or destruction of the
original promissory note. If neither the original nor a certified copy of the
original promissory note signed by the borrower can be provided, the Lender
shall also include in the claim package, in addition to the affidavit, copies
of the front and back of the loan disbursement check(s).
	 
	 	c.  	Copy of the Notice of Loan Guarantee or Notice of Loan
Statement and Disclosure Statement. An affidavit describing the circumstances
that resulted in the loss or destruction of the Notice of Loan Guarantee or
Notice of Loan and Guarantee and Disclosure Statement.
	 
	 	d.  	Copy of Repayment Schedule and Disclosure Statement. A record,
in a format approved by the Department, of the repayment terms as they were
disclosed to the borrower.
	 
	 	e.  	Copy of a deferment form. A record of the deferment granted,
in a format approved by the Department and an affidavit describing the
circumstances that resulted in the loss or destruction of the deferment form.
	 
	 	f.  	Copy of the borrower signed forbearance form. A record of the
forbearance granted, in a format approved by the Department and an affidavit
describing the circumstances that resulted in the loss or destruction of the
forbearance form.






	 	2.  	The Lender, its successors and assignees shall hold the Department harmless
from any losses directly resulting from claims paid pursuant to paragraph one (1) of
this agreement where the underlying loan is declared invalid by a court of law or not
reinsured by the United States Department of Education because of the lack of the
required document.
	 
	 	3.  	For circumstances to which paragraph two (2) may apply, the Department will
notify the Leader in writing and permit the Lender to enter an appearance or take the
appropriate




 









 











Page 2 of 3





	 	   	action to establish the validity of the debt. Upon receiving such notice the Lender
will have ten days to enter an appearance or take other action. In event the Lender
does not respond to the notice within ten days, the Department shall presume that
the Lender does not intend to enter an appearance and shall be entitled to
indemnification as provided in paragraph two (2).
	 
	 	4.  	The Lender agrees that the affidavit submitted in lieu of a required document
pursuant to paragraph one (1) of this agreement shall be substantially similar to
Attachment A. The affidavit shall be signed by an authorized official of the Lender or
its agent.
	 
	 	5.  	Provided the Lender complies with the provisions of paragraphs one (1) through
four (4) of this agreement, the Department agrees to waive the requirement specified in
6A-10.109 of the Florida Administrative Code for each document that the Lender cannot
submit.
	 
	 	6.  	This waiver is limited to situations where the Lender affirms by affidavit that
a diligent search has been made to locate the document(s) and that if the Lender
subsequently finds the document, it will be promptly forwarded to the Department.
	 
	 	7.  	The Lender and the Department agree that this waiver will not be applicable in
situations where the Department determines that the loss or destruction of the required
document is the result of negligence by the Lender or a failure of the Lender to
perform reasonable diligence in maintaining the required document.
	 
	 	8.  	This agreement may be terminated by the Lender by providing written notice to
the Department thirty (30) days in advance of the termination date. The termination of
this agreement by the Lender shall not affect claims paid pursuant to paragraph one (1)
of the agreement prior to such termination. This agreement may be terminated by the
Department by providing a written notice to the Lender that specifies the effective
date of the termination. The termination of this agreement by the Department shall not
affect claims paid pursuant to paragraph one (1) of this agreement prior to the date
the Department issues such a termination notice.





For the Lender




As an officer of this institution, I agree that this institution and its representatives will
comply with the conditions specified in this agreement




	 	 	 
	The Bank of New York of Florida, N.A.
	 	 
	as eligible lender trustee for
	 	 
	Consolidation Loan Funding, LLC
	 	 
	 
	 	 
	/s/ Tricia Heintz

	 	 2/15/02
	


	 	



	Signature of Official

	 	Date
	 
	 	 
	Vice President
	 	 
	


	 	 
	Typed Name and Title of Official
	 	 






 









 






Page 3 of 3




For the Department




	 	 	 
	/s/ Judith Branch

	 	 3/8/02
	


	 	



	Judith W. Branch, Director

	 	Date
	Policy, Training, and Compliance
	 	 
	Office of Student Financial Assistance
	 	 
	Florida Department of Education