HIGHER EDUCATION FUNDING I $[ ] Class A Asset-Backed Notes $[ ] Class B Asset- Backed Notes $[ ] Class C Asset-Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
[ ], Acting on behalf of itself and as the Representative of the Several Underwriters named in Schedule I hereto (the “Representative”)
TRUST AGREEMENT between CONSOLIDATION LOAN FUNDING II, LLC, as Depositor and THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee Higher Education Funding I, Dated as of January 1, 2004Trust Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Delaware
TRUST AGREEMENT dated as of January 1, 2004 (this “Trust Agreement”), between THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, acting hereunder not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”) and CONSOLIDATION LOAN FUNDING II, LLC, a Delaware limited liability company (the “Depositor”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSOLIDATION LOAN FUNDING II, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of December 27, 2005Limited Liability Company Agreement • January 10th, 2006 • Higher Education Funding I • Asset-backed securities • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of December 27, 2005, adopted by Goal Financial, LLC (“Goal”) and CLF II Management Corp., as equity members (“CLFII”; CLFII and Goal are hereinafter collectively referred to as the “Initial Members”), and Orlando Figueroa and Benjamin B. Abedine, as the Independent Managers (as defined herein).
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
This Student Loan Repurchase Agreement is made and entered into as of February 1, 2003 (this “Student Loan Repurchase Agreement”), between STUDENT LOAN CONSOLIDATION CENTER, LLC, a California limited liability company (“SLCC”), and EDUCATION LOAN ASSET-BACKED TRUST I, a Delaware statutory trust (the “Issuer”).
ELIGIBLE LENDER TRUST AGREEMENT between EDUCATION LOAN ASSET-BACKED TRUST I and THE BANK OF NEW YORK, As Eligible Lender Trustee Dated as of February 1, 2003Eligible Lender Trust Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of February 1, 2003 (this “Eligible Lender Trust Agreement”) entered into between EDUCATION LOAN ASSET-BACKED TRUST I, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, as eligible lender trustee (the “Eligible Lender Trustee”):
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
This Eligible Loan Acquisition Certificate is submitted pursuant to the provisions of Section 4.02 of the Indenture of Trust, dated as of, January 1, 2004(as amended and supplemented from time to time in accordance with its terms, the “Indenture”), from Higher Education Funding I (the “Issuer”) and The Bank of New York, as eligible lender trustee, to The Bank of New York, as indenture trustee. All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. In your capacity as Trustee, you are hereby authorized and requested to disburse (i) to the Lender(s) identified in the schedule attached hereto (the “Student Loan Acquisition Schedule”) the amount(s) specified in such Schedule from the Acquisition Fund (or, in the case of an exchange pursuant to Section 4.02 of the Indenture, the Student Loans listed in Annex 1 hereto) for the acquisition of Eligible Loans, and any related Add-On Loan; and (ii)
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementLoan Servicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Wisconsin
This Agreement, is made as of March 1, 2002, between the GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST — I, a Delaware business trust the Delaware trustee for which is The Bank of New York (Delaware), as beneficial owner of loans the legal title to which will be held by The Bank of New York, as Eligible Lender Trustee (“Eligible Lender Trustee”), Lender #833872 (the “Lender”), an eligible institution engaged in providing loans (“Loans”) to students and parents under Title IV, Part B of the Higher Education Act of 1965, as amended (hereinafter the “Act”).
Federal FFEL Servicing AgreementServicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • California
A C S One World Trade Center, Suite 2200, Long Beach, CA 90831, 310/513-2700 2277 East 220th Street, Long Beach, CA 90810, 310/513-2700 2505 South Finley Road, Lombard, IL 60148, 630/620-2700 501 Bleecker Street, Utica, NY 13501, 315/738-2300
Student Loan Guaranty (For Loans to Students and Parents Under Title IV Part B of the Higher Education Act of 1965 as amended)Higher Education Funding I • February 8th, 2005 • Asset-backed securities
Definitions: The term guarantor used herein shall mean the Great Lakes Higher Education Guaranty corporation. Corporation shall mean Great Lakes Higher Education Corporation. Lender shall include the undersigned and any eligible lender who becomes the assignee, pursuant to applicable statutes and regulations, of loans to students and parents granted under Title IV, Part B of the Higher Education Act of 1965, as amended (the “Act”).
FEDERAL FFEL ORIGINATION/SERVICING AGREEMENT Section Page 1. ACS Obligations 1 2. LENDER Obligations 4 3. Banking 5 4. Charges 5 5. Term and Termination 6 6. Examination of Records 7 7. Exclusion of Warranties and Limitations of ACS’s Liability 7 8....Origination/Servicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of January 1, 2004 by and between ACS Education Services, Inc. (“ACS”), f/k/a AFSA Data Corporation and Consolidation Loan Funding II, LLC, the beneficial owner (but not the legal titleholder) of certain Student Loans (“LENDER”) at Long Beach, California, with reference to the following facts:
Student Loan Guaranty (For Loans to Students and Parents Under Title IV Part B of the Higher Education Act of 1965 as amended)Higher Education Funding I • February 8th, 2005 • Asset-backed securities
Definitions: The term guarantor used herein shall mean the Great Lakes Higher Education Guaranty Corporation. Corporation shall mean Great Lakes Higher Education Guaranty Corporation. Lender shall include the undersigned and any eligible lender who becomes the assignee, pursuant to applicable statutes and regulations, of loans to students and parents granted under Title IV, Part B of the Higher Education Act of 1965, as amended (the “Act”).
FLORIDA DEPARTMENT OF EDUCATION OFFICE OF STUDENT FINANCIAL ASSISTANCE FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM LENDING INSTITUTION PARTICIPATION AGREEMENTLast Resort Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities
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.
LIMITED LIABILITY COMPANY AGREEMENT FOR CONSOLIDATION LOAN FUNDING II, LLC DATED January 5, 2004Limited Liability Company Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of the 5th day of January 2004 by the undersigned parties (the “Members”).
FIRST AMENDED AND RESTATED ELIGIBLE LENDER TRUST AGREEMENT between CONSOLIDATION LOAN FUNDING, LLC and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., As Eligible Lender Trustee Dated as of February 1, 2003Eligible Lender Trust Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
THIS FIRST AMENDED AND RESTATED ELIGIBLE LENDER TRUST AGREEMENT, dated as of February 1, 2003 (this “Eligible Lender Trust Agreement”), is entered into between CONSOLIDATION LOAN FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., a national banking association organized and existing under the laws of the United States of America, as eligible lender trustee (the “Eligible Lender Trustee”), and amends, supplements and restates the Eligible Lender Trust Agreement, dated as of March 1, 2002, between the Depositor and the Eligible Lender Trustee:
Guarantee Agreement Between Massachusetts Higher Education Assistance Corporation And The Bank of New York Trust Company of Florida, N.A.Guarantee Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities
WHEREAS, The Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance (hereinafter “ASA”), at 330 Stuart Street, Boston, Massachusetts 02116, a private nonprofit corporation created by Chapter 298 of the Acts of 1956 of the Commonwealth, administers several loan guarantee programs providing financial assistance to and on behalf of students enrolled in programs of higher education; and
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 Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
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”),
ADMINISTRATION AGREEMENT among EDUCATION LOAN ASSET-BACKED 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 LORD SECURITIES...Administration Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT dated as of February 1, 2003 (as amended from time to time, this “Administration Agreement”), among EDUCATION LOAN ASSET-BACKED TRUST I, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and as Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”) and LORD SECURITIES CORPORATION, a Delaware corporation (the “Issuer Administrator”),
GUARANTEE AGREEMENT BETWEEN MASSACHUSETTS HIGHER EDUCATION ASSISTANCE CORPORATION AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS ELIGIBLE LENDER TRUSTEE FOR CONSOLIDATION LOAN FUNDING II, LLCGuarantee Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities
WHEREAS, The Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance (hereinafter “ASA”), at 330 Stuart Street, Boston, Massachusetts 02116, a private nonprofit corporation created by Chapter 298 of the Acts of 1956 of the Commonwealth, administers several loan guarantee programs providing financial assistance to and on behalf of students enrolled in programs of higher education; and
FLORIDA DEPARTMENT OF EDUCATION OFFICE OF STUDENT FINANCIAL ASSISTANCE FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM LENDING INSTITUTION PARTICIPATION AGREEMENTIndemnification Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities
This Agreement is entered into for the purpose of participation in the Florida Guaranteed Loan Programs. The Bank of New York, solely in its capacity as eligible lender trustee (Lender #833872) for Student Loan Consolidation Center Student Loan Trust — I (“Lender”) and without recourse to assets held by the eligible lender trustee other than those held in trust.
Guarantee Agreement Between Massachusetts Higher Education Assistance Corporation And The Bank of New York as eligible Lender Trustee for Higher Education Funding IHigher Education Funding I • February 8th, 2005 • Asset-backed securities
WHEREAS, The Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance (hereinafter “ASA”), at 330 Stuart Street, Boston, Massachusetts 02116, a private nonprofit corporation created by Chapter 298 of the Acts of 1956 of the Commonwealth, administers several loan guarantee programs providing financial assistance to and on behalf of students enrolled in programs of higher education; and
ADMINISTRATION AGREEMENT among HIGHER EDUCATION FUNDING I, as Issuer THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, THE BANK OF NEW YORK, as Indenture Trustee, THE BANK OF NEW YORK, as Eligible Lender Trustee, and LORD SECURITIES CORPORATION,...Administration Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT dated as of January 1, 2004 (as amended from time to time, this “Administration Agreement”), among HIGHER EDUCATION FUNDING I, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and as Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”) and LORD SECURITIES CORPORATION, a Delaware corporation (the “Issuer Administrator”).
LENDER AGREEMENT FOR GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE (Originating Lender)Lender Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Nebraska
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
LIMITED LIABILITY COMPANY AGREEMENT FOR CONSOLIDATION LOAN FUNDING, LLC DATED February 28, 2002Limited Liability Company Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of the 28th day of February 2002 by the undersigned parties (the “Members”).
ELIGIBLE LENDER TRUST AGREEMENT between CONSOLIDATION LOAN FUNDING II, LLC and THE BANK OF NEW YORK TRUST COMPANY, N.A., As Eligible Lender Trustee Dated as of January 1, 2004Eligible Lender Trust Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
THIS ELIGIBLE LENDER TRUST AGREEMENT, dated as of January 1, 2004 (this “Eligible Lender Trust Agreement”), is entered into between CONSOLIDATION LOAN FUNDING II, LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as eligible lender trustee (the “Eligible Lender Trustee”), and amends, supplements and restates the Eligible Lender Trust Agreement, dated as of March 1, 2002, between the Depositor and the Eligible Lender Trustee:
LENDER AGREEMENT FOR GUARANTEE OF FEDERAL CONSOLIDATION LOANS WITH FEDERAL REINSURANCELender Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Nebraska
WHEREAS, The Bank of New York, solely in this capacity as eligible lender trustee (Lender ID number 833872) for Student Loan Consolidation Center Student Loan Trust I (“Lender”) and without recourse to assets held by the eligible lender trustee other than those held in trust for Student Loan Consolidation Center Student Loan Trust I, wishes to secure loan guarantees with the Nebraska Student Loan Program, Inc. (“NSLP”) on federal consolidation loans made to “Eligible Borrowers” (as hereinafter defined) at eligible institutions pursuant to the Act; and
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Servicing AgreementStudent Loan Servicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Wisconsin
This Agreement, is made as of January 1, 2004, between the GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and HIGHER EDUCATION FUNDING I, a Delaware statutory trust the Delaware trustee for which is The Bank of New York (Delaware), as beneficial owner of loans the legal title to which will be held by The Bank of New York, as Eligible Lender Trustee (“Eligible Lender Trustee”), Lender #834117 (the “Lender”), an eligible institution engaged in providing loans (“Loans”) to students and parents under Tide 1V, Part B of the Higher Education Act of 1965, as amended (hereinafter the “Act”).
Page 1. AFSA OBLIGATIONS 1 2. LENDER OBLIGATIONS 4 3. BANKING 4 4. CHARGES 5 5. TERM AND TERMINATION 6 6. EXAMINATION OF RECORDS 7 7. EXCLUSION OF WARRANTIES AND LIMITATIONS OF AFSA’S LIABILITY 7 8. INDEMNIFICATION 9 9. CONTINGENCY PLAN 10 10....Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of March 1, 2002 by and between AFSA Data Corporation (“AFSA”) and Consolidation Loan Funding, LLC, the beneficial owner (but not the legal titleholder) of certain Student Loans (“LENDER”) at Long Beach, California, with reference to the following facts:
ELIGIBLE LENDER TRUST AGREEMENT between STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST I and THE BANK OF NEW YORK, As Eligible Lender Trustee Dated as of March 1, 2002Eligible Lender Trust Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
ELIGIBLE LENDER TRUST AGREEMENT dated as of March 1, 2002 (this “Eligible Lender Trust Agreement”) entered into between STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST I, a Delaware business trust (the “Issuer”) and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, as eligible lender trustee (the “Eligible Lender Trustee”):
Student Loan Guaranty (For Loans to Students and Parents Under Title IV Part B of the Higher Education Act of 1965 as amended)Higher Education Funding I • February 8th, 2005 • Asset-backed securities
Definitions: The term guarantor used herein shall mean the Great Lakes Higher Education Guaranty Corporation. Corporation shall mean Great Lakes Higher Education Guaranty Corporation. Lender shall include the undersigned and any eligible lender who becomes the assignee, pursuant to applicable statutes and regulations, of loans to students and parents granted under Title IV, Part B of the Higher Education Act of 1965, as amended (the “Act”).
Guarantee Agreement Between Massachusetts Higher Education Assistance Corporation And The Bank of New York as eligible lender trustee for Education Loan Asset-Backed Trust IGuarantee Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities
WHEREAS, The Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance (hereinafter “ASA”), at 330 Stuart Street, Boston, Massachusetts 02116, a private nonprofit corporation created by Chapter 298 of the Acts of 1956 of the Commonwealth, administers several loan guarantee programs providing financial assistance to and on behalf of students enrolled in programs of higher education; and
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
This Loan Purchase Agreement is made and entered into as of the 1st day of March, 2002, by and between CONSOLIDATION LOAN FUNDING, LLC, as seller (“Seller”), and STUDENT LOAN CONSOLIDATION CENTER STUDENT LOAN TRUST I, a Delaware business trust, as purchaser (“Purchaser”), acting by and through their eligible lender trustees.
STUDENT LOAN REPURCHASE AGREEMENTStudent Loan Repurchase Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • New York
This Student Loan Repurchase Agreement is made and entered into as of January 1, 2004 (this “Student Loan Repurchase Agreement”), between STUDENT LOAN CONSOLIDATION CENTER, LLC, a California limited liability company (“SLCC”), and HIGHER EDUCATION FUNDING I, a Delaware statutory trust (the “Issuer”).
Northwest Education Loan Association AGREEMENT TO GUARANTEE LOANSNorthwest Education • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Washington
This Agreement to Guarantee Loans (“Agreement”), to be effective the 1st day of April, 2002, is by and between The Bank of New York, as eligible lender trustee for Student Loan Consolidation Center Student Loan Trust I (“Lender”), and Northwest Education Loan Association, a Washington nonprofit corporation (“NELA”).
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. Student Loan Origination and Servicing AgreementOrigination and Servicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • Wisconsin
This Agreement, is made as of January 1, 2004, between the GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great Lakes”) and CONSOLIDATION LOAN FUNDING II, LLC, as beneficial owner of loans the legal title to which will be held by The Bank of New York Trust Company, N.A., as Eligible Lender Trustee (“Eligible Lender Trustee”), Lender #834118 (the “Lender”), an eligible institution engaged in providing loans (“Loans”) to students and parents under Title IV, Part B of the Higher Education Act of 1965, as amended (hereinafter the “Act”).
FEDERAL FFEL AFSA Data Corporation SERVICING AGREEMENTServicing Agreement • February 8th, 2005 • Higher Education Funding I • Asset-backed securities • California
THIS AGREEMENT is made and entered into as of March 1, 2002 by and between AFSA Data Corporation (“AFSA”) and Student Loan Consolidation Center Student Loan Trust-I, the beneficial owner (but not legal titleholder) of certain Student Loans (herein called the “LENDER”) at Long Beach, California, with reference to the following facts:
