exv10w25



 






EXHIBIT 10.25




LENDER AGREEMENT FOR GUARANTEE OF

STUDENT LOANS WITH FEDERAL REINSURANCE

(Originating Lender)




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



     WHEREAS, The Bank of New York Trust Company of Florida, N.A. solely in its capacity as
eligible lender trustee (Lender ID number 833873) for Consolidation Loan Funding, LLC (“Lender”)
and without recourse to assets held by the eligible lender trustee other than those held in trust
for Consolidation Loan Funding, LLC, wishes to secure loan guarantees with the Nebraska Student
Loan Program, Inc. (“NSLP”) on federal student 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).



     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 made by the Lender, which have been made 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, NSLP shall provide
guarantee and related services to Lender for not more than $500,000,000 principal amount of
Eligible Loans made to students attending institutions of higher learning with an expected
attendance/graduation duration of at least four (4) years, and not more than $750,000
principal amount of Eligible Loans made to students attending institutions with an expected
attendance/graduation duration of less than four (4) years. NSLP shall review the principal
amount of Eligible Loans on a quarterly basis to determine compliance with respect to this
provision.






	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.





	 	 	 
	Lender Agreement for Guarantee of Student Loans with Federal Reinsurance
 (Originating Lender) 10/96

	 	Page 1 of 3






 









 







	5.  	Lender shall make an Eligible Loan only to those 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 granting, 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 the lender of record.






	8.  	Each Eligible Loan originated 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 making Eligible 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.






	13.  	In the event the Lender, its servicing agent, any transferee 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,
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 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 making of loans to Eligible Borrowers or in the
treatment of such 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




	 	 	 
	Lender Agreement for Guarantee of Student Loans with Federal Reinsurance
 (Originating Lender) 10/96

	 	Page 2 of 3






 









 






	   	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.
Upon receipt of the termination notice, Lender shall immediately cease origination and
disbursement of all loans contemplated under this Agreement. Lender will have ninety (90)
days from receipt of the termination notice to obtain a guarantee from NSLP on all Eligible
Loans originated and disbursed 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 and serviced in the manner required by the Act and
the Program Rules.






	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: Consolidation Loan
Funding, LLC by its eligible
Lender trustee, The Bank of New
York Trust Company of Florida,
N.A.
	 	 	 	 	 	 	Lender ID #:
        833873
	ATTEST:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	   Assistant Treasurer
	 	 	 	Title:
	 	   Vice President	 	 	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signature Date: March 7, 2002
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	NEBRASKA STUDENT LOAN PROGRAM, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
 (Originating Lender) 10/96

	 	Page 3 of 3






 









 






NSLP PROCESSING AGREEMENT




     The Bank of New York Trust Company of Florida, N.A. solely in its capacity as eligible
lender trustee (Lender ID number 833873) for Consolidation Loan Funding, LLC (“Lender”) and without
recourse to assets held by the eligible lender trustee other than those held in trust for
Consolidation Loan Funding, LLC, hereinafter referred to as (“Lender”), hereby provides the
following authorization to the Nebraska Student Loan Program, Inc. (hereinafter referred to as
“NSLP”). The Lender has executed the “Nebraska Student Loan Program, Inc. Lender Agreement for
Guarantee of Educational Loans with Federal Reinsurance” and is an approved lender with the
Department of Education (“ED”).



     The Lender agrees to expedite loan guarantee processing by allowing schools or borrowers to
submit applications directly to NSLP for guarantee processing without first being submitted to the
Lender. The procedure facilitates the NSLP processing format including submission of paper
applications from the school to NSLP or the electronic transmission of applications from the school
to NSLP and subsequent issuance of the Note of guarantee to the lender, either manually or
electronically.



     The Lender has and retains the authority to approve or disapprove each application processed
by NSLP under the terms of this Agreement. Lender approval is signified by the disbursement of
funds or an Electronic Funds Transfer of borrower educational loan proceeds. This Agreement does
not make NSLP an originator of any loan by processing an application in accordance with this
Agreement.



     This Agreement is not assignable or transferable by either party without prior written
approval from the other. This Agreement can only be amended in writing by both parties. This
Agreement may be terminated or further limited by NSLP in any manner provided for by the Act, the
regulations of NSLP, or the regulations of ED upon 60 days written notice from NSLP to the Lender.



	 	 	 	 	 
	Lender Code: 833873

	 	 	 	NEBRASKA STUDENT LOAN PROGRAM, INC.
	 
	 	 	 	 
	Consolidation Loan Funding, LLC by
its eligible Lender trustee, The Bank
of New York Trust Company of Florida,
N.A.
	 	 	 	 
	 
	 	 	 	 
	    Name of Lender
	 	 	 	 
	 
	 	 	 	 
	    Tricia Heintz/Vice President

	 	 	 	   Rodney A. Langel,
	 

	 	 	 	 
	    Printed/typed Name & Title

	 	 	 	Vice President, Business Development
	 	 	 	 	 
	

	 	 	 	   Printed/typed Name & Title
	 
	 	 	 	 
	   /s/ Tricia Heintz

	 	 	 	   /s/ Rodney A. Langel
	 

	 	 	 	 
	   Signature

	 	 	 	   Signature
	 
	 	 	 	 
	    10161 Centurion Parkway

	 	 	 	   1300 O Street
	 

	 	 	 	 
	    Street Address

	 	 	 	   Street Address
	 
	 	 	 	 
	    Jacksonville, FL 32256

	 	 	 	   Lincoln, NE 68508
	 

	 	 	 	 
	    City, State, Zip Code

	 	 	 	   City, State, Zip Code
	 
	 	 	 	 
	    March 7, 2002
	 	 	 	 
	 	 	 	 	 
	    Date

	 	 	 	   Date






NSLP Processing Agreement 11/01





 









 








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 Trust Company of Florida, N.A. solely in this capacity as
eligible lender trustee (Lender ID number 833873) for Consolidation Loan Funding, LLC (“Lender”)
and without recourse to assets held by the eligible lender trustee other than those held in trust
for Consolidation Loan Funding, LLC, 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.






	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





	 	 	 
	Certificate o Guarantee with Respect to Federal Consolidation Loans

	 	Page 1 of 2







 









 






	   	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, 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.





	 	 	 
	Certificate o Guarantee with Respect to Federal Consolidation Loans

	 	Page 2 of 2






 









 







	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.






	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:  Consolidation Loan Funding, LLC by its eligible Lender trustee, The
Bank of New York Trust Company of Florida, N.A.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lender ID #:
833873
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	   Assistant Treasurer
	 	 	 	Title:
	 	   Vice President	 	 	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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: March 7, 2002
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
	Certificate o Guarantee with Respect to Federal Consolidation Loans

	 	Page 3 of 2







 









 






NEBRASKA STUDENT LOAN PROGRAM, INC.

Lincoln, Nebraska




Certificate of Guarantee

with Respect to

Federal Consolidation Loans




U.S. Department of Education Lender ID #: 833873




     WHEREAS, the Nebraska Student Loan Program, Inc. (NSLP), located in Lincoln, Nebraska and The
Bank of New York Trust company of Florida, N.A., located at 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.
	 
	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.





	 	 	 
	Certificate o Guarantee with Respect to Federal Consolidation Loans

	 	Page 1 of 2






 









 






	   	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: 3-13-03
	 
	 	 
	

	 	NEBRASKA STUDENT LOAN PROGRAM, INC.
	 
	 	 
	

	 	Approved by:
	 
	 	 
	

	 	   /s/ Randy Heesacker
	

	 	 
	

	 	Name
	 
	 	 
	

	 	   Executive Vice President
	

	 	 
	

	 	Title






	 	 	 
	Certificate o Guarantee with Respect to Federal Consolidation Loans

	 	Page 2 of 2







 









 






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 Trust Company of Florida, N.A., solely in this capacity as
eligible lender trustee (Lender ID number 833873) for Consolidation Loan Funding, LLC (“Lender”)
and without recourse to assets held by the eligible lender trustee other than those held in trust
for Consolidation Loan Funding, LLC, 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; “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 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.





	 	 	 
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	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.
	 
	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.





	 	 	 
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	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 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 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.






	22.  	Nothing contained in this Agreement amends or modifies in any way the Nebraska Student Loan
Program, Inc. Lender Agreement for Guarantee of Student Loans with Federal Reinsurance between
Lender and NSLP, including any addendum or amendment to that agreement.
	 
	   	This Agreement is made this 12th day of March, 2002





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lender
	 	 	 	 	 	 	Name: Consolidation Loan Funding, LLC by its
eligible Lender trustee, The Bank of New York
Trust Company of Florida, N.A.
	 	 	 	 	 	 	Lender ID #: 833873
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	   Supervisor, Admin. Services
	 	 	 	Title:
	 	   Vice President	 	 	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signature Date:	  March 7, 2002
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
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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	 	 	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
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