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, 2004

EXHIBIT 10.6

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, 2004

TABLE OF CONTENTS


		Page
	ARTICLE I
	DEFINITIONS AND INTENT OF THE PARTIES HERETO

Section 1.01.	Definitions	1
Section 1.02.	Intent of the Parties Hereto	4

	ARTICLE II
	ORIGINATION AND ACQUISITION OF ELIGIBLE LOANS

Section 2.01.	Origination and Acquisition	4
Section 2.02.	Revocation and Termination	5
Section 2.03.	Origination of non-Consolidation Loans	5
Section 2.04.	Establishment of Depositor Trust Account for Payment of Origination Fees on Eligible Loans	5

	ARTICLE III
	COVENANTS

Section 3.01.	Administration	6
Section 3.02.	Enforcement of the Trustee Guarantee Agreements	6
Section 3.03.	Assignment of Eligible Loans; Collection of Payments With Respect to Eligible Loans	6
Section 3.04.	Enforcement of Financed Eligible Loans	6
Section 3.05.	Enforcement of Servicing Agreements	7
Section 3.06.	Authority of Eligible Lender Trustee	7
Section 3.07.	Power of Attorney to Depositor	7

	ARTICLE IV
	CONCERNING THE ELIGIBLE LENDER TRUSTEE

Section 4.01.	Acceptance of the Trusts	7
Section 4.02.	Recitals of Others	8
Section 4.03.	Taxes	8
Section 4.04.	Eligible Lender Trustee May Act Through Agents	8
Section 4.05.	Indemnification of Eligible Lender Trustee	8
Section 4.06.	Eligible Lender Trustee’s Right to Reliance	8
Section 4.07.	Compensation of Eligible Lender Trustee	9
Section 4.08.	Eligible Lender Trustee Eligibility	9
Section 4.09.	Resignation of Eligible Lender Trustee	10
Section 4.10.	Removal of Eligible Lender Trustee	10
Section 4.11.	Successor Eligible Lender Trustee	11
Section 4.12.	Limitation with Respect to Examination of Reports	11
Section 4.13.	Additional Covenants of Eligible Lender Trustee	11
Section 4.14.	Authority of Eligible Lender Trustee	12

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TABLE OF CONTENTS
(continued)


		Page
	ARTICLE V
	MISCELLANEOUS

Section 5.01.	Eligible Lender Trust Agreement Binding upon Successors or Assigns of Eligible Lender Trustee and Depositor	12
Section 5.02.	Effect of Legal Holidays	12
Section 5.03.	Partial Invalidity	12
Section 5.04.	Notices	13
Section 5.05.	Law and Place of Enforcement of Eligible Lender Trust Agreement; Construction	13
Section 5.06.	Effect of Article and Section Headings and Table of Contents	13
Section 5.07.	Amendments	13

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ELIGIBLE LENDER TRUST AGREEMENT

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:

W I T N E S S E T H:

WHEREAS, the Depositor is conducting and administering a program of originating and acquiring student loans incurred under the Higher Education Act (the “Program”); and

WHEREAS, certain contracts and agreements have been and will be entered into with the Secretary of Education and the Guarantee Agencies to provide an insurance or guarantee program for student loans incurred under the Higher Education Act; and

WHEREAS, the Guarantee Agencies have entered into agreements with the Secretary of Education for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including reimbursement of certain amounts to be paid upon certain defaulted student loans guaranteed by such Guarantee Agencies and interest subsidy payments to holders of loans guaranteed by such Guarantee Agencies; and

WHEREAS, upon the execution and delivery of this Eligible Lender Trust Agreement, the Eligible Lender Trustee will become the legal owner, and the Depositor shall be the beneficial owner, of various Financed Eligible Loans, and the Depositor will finance the origination and/or acquisition of additional Eligible Loans which will become Financed Eligible Loans for which the Eligible Lender Trustee shall be the legal owner and the Depositor shall be the beneficial owner, all of which Financed Eligible Loans are anticipated to be sold to certain business and statutory trusts established, or to be established, by the Depositor or its affiliate Student Loan Consolidation Center, LLC; and

WHEREAS, the Eligible Lender Trustee shall be legal owner of the Financed Eligible Loans and is an “eligible lender” under the Higher Education Act, and the Depositor shall be the beneficial owner of such Financed Eligible Loans;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS AND INTENT OF THE PARTIES HERETO

Section 1.01. Definitions. In this Eligible Lender Trust Agreement the following terms have the following respective meanings unless the context hereof clearly requires otherwise:

“Consolidation Loan” means a Student Loan originated pursuant to Section 428C of the Higher Education Act.

“Counsel” means a person, or firm of which such a person is a member, authorized in any state or the District of Columbia to practice law.

“Depositor Representative” means those individuals authorized to act for CLF Management Corp., the manager of the Depositor as set forth in a list of Authorized Officers delivered by CLF Management Corp. to the Eligible Lender Trustee, as such list may be amended from time to time by CLF Management Corp.

“Depositor Request,” “Depositor Order,” “Depositor Certificate” and “Depositor Consent” mean, respectively, a written request, order, certificate or consent signed in the name of the Depositor by a Depositor Representative and delivered to the Eligible Lender Trustee by overnight or same-day mail or courier, facsimile, telex, telegram or other electronic means or by hand delivery.

“Depositor Trust Account” means the trust account established pursuant to Section 2.04 hereof.

“Eligible Lender” means any “eligible lender,” as defined in the Higher Education Act, and which has received an eligible lender designation from the Secretary of Education or from the Guarantee Agency with respect to Eligible Loans.

“Eligible Loan” means a Student Loan which: (i) has been or will be made to a borrower for post-secondary education; (ii) is Guaranteed; and (iii) is an “eligible loan” as defined in Section 438 of the Higher Education Act for purposes of receiving Special Allowance Payments.

“Express Duties” means all duties of the Eligible Lender Trustee set forth herein, including, but not limited to, instructions of the Depositor set forth in Depositor Requests, Depositor Orders, Depositor Certificates and Depositor Consents.

“Federal Contracts” means, collectively, any agreement between any Guarantee Agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including but not necessarily limited to reimbursement of amounts paid or payable upon defaulted Financed Eligible Loans and other student loans guaranteed by any Guarantee Agency and federal interest subsidy payments and Special Allowance Payments, if applicable, to holders of qualifying student loans guaranteed by any Guarantee Agency.

“Financed” means a Student Loan acquired by the Depositor or the Eligible Lender Trustee on behalf of the Depositor.

“Fiscal Year” means the fiscal year of the Depositor which presently begins January 1 of each year and ends December 31 of the following year.

“Guarantee” or “Guaranteed” means with respect to a Student Loan, the insurance or guarantee by a Guarantee Agency, to the extent provided in the Higher Education Act, of the

principal of and accrued interest on such Student Loan, and the coverage of such Student Loan by one or more Federal Contracts providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted Financed Student Loans insured or guaranteed by the Guarantee Agency to the extent provided in the Higher Education Act.

“Guarantee Agency” means any state agency or private nonprofit institution or organization which has Federal Contracts in place and has entered into a Guarantee Agreement with the Eligible Lender Trustee, and any such guarantor’s successors and assigns.

“Guarantee Agreement” means the blanket guarantee and other guarantee agreements issued by or from any Guarantee Agency to the Eligible Lender Trustee for the purpose of Guaranteeing Student Loans to be Financed by the Depositor, and any amendment of any of the foregoing entered into in accordance with the provisions thereof.

“Higher Education Act” means Title IV, Parts B, F and G of the Higher Education Act of 1965, as amended or supplemented from time to time, and all regulations and guidelines promulgated thereunder.

“Interest Benefit Payments” means interest payments on Eligible Loans received pursuant to the Higher Education Act and an agreement with the federal government, or any similar payments.

“Lender” means any party from which the Depositor (or the Eligible Lender Trustee on behalf of the Depositor) acquires Financed Student Loans, which, in the case of Student Loans, must be an “eligible lender” (as defined in the Higher Education Act).

“Person” means any individual, corporation, partnership, joint venture, association, joint stock corporation, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Program” means shall mean the Depositor’s program for the purchase of Eligible Loans, as the same may be modified from time to time.

“Secretary of Education” means the Commissioner of Education and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any successor to the functions thereof under the Higher Education Act.

“Servicer” shall mean Nelnet Loan Services, Inc., as a servicer of Financed Student Loans, Great Lakes Educational Loan Services, Inc., as an originator and servicer of the Financed Student Loans, ACS Education Services, Inc., as an originator and servicer of the Financed Student Loans, and any other loan originator and/or servicer which has entered into a Servicing Agreement with the Depositor, and any successors and assigns.

“Servicing Agreement” shall mean the Federal Family Education Loan Program Consolidation Loan Servicing Agreement, dated March 1, 2002, among Student Loan Consolidation Center Student Loan Trust-I, the Depositor and NELnet Loan Services, Inc., the Student Loan Origination and Servicing Agreement, dated as of March 1, 2002, between the

Depositor and Great Lakes Educational Loan Services, Inc., the Student Loan Origination/Servicing Agreement, dated as of March 1, 2002, between the Depositor and ACS Education Services, Inc. and any other origination and/or servicing agreement entered into between the Depositor and a Servicer, each as amended and supplemented.

“Special Allowance Payments” means special allowance payments authorized to be made by the Secretary of Education by Section 438 of the Higher Education Act, or similar allowances authorized from time to time by federal law or regulation.

“State” means the State of New York.

“Student Loan” means a loan to a borrower for or in connection with post-secondary education, bar preparation expenses or medical residency expenses made pursuant to the Higher Education Act.

“Trustee Guarantee Agreement” means the Eligible Lender Trustee’s Guarantee Agreement with each Guarantee Agency with respect to the Financed Eligible Loans.

Section 1.02. Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor and any Servicer, subject to the terms of applicable laws, rules and regulations. The Depositor agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.

ARTICLE II

ORIGINATION AND ACQUISITION OF ELIGIBLE LOANS

Section 2.01. Origination and Acquisition. The Eligible Lender Trustee shall, from time to time, originate and/or acquire Eligible Loans upon receipt of a Depositor Request with funds provided to the Eligible Lender Trustee. The Eligible Lender Trustee will hold legal title to such Financed Eligible Loans in trust hereunder for the sole benefit of the Depositor. The Depositor shall direct the Eligible Lender Trustee to acquire only Eligible Loans that are Guaranteed by a Guarantee Agency with respect to which the Eligible Lender Trustee has

entered into a Trustee Guarantee Agreement. The Eligible Lender Trustee shall, to the extent it has such knowledge within its corporate trust department, notify the Depositor with respect to rejections and repurchases of such Financed Eligible Loans.

Section 2.02. Revocation and Termination. Subject to Section 4.10 hereof, the Depositor may, by Depositor Order delivered to the Eligible Lender Trustee, revoke this Eligible Lender Trust Agreement in whole or in part. Upon receipt of such Depositor Order, the Eligible Lender Trustee shall transfer to the order of the Depositor all amounts held hereunder, and the trust created hereby shall thereupon terminate (except that the obligations of the Depositor under Section 4.05 hereof shall survive such termination).

Section 2.03. Origination of non-Consolidation Loans. Unless the Depositor receives the written consent of the Eligible Lender Trustee, the Eligible Lender Trustee shall not be required to act as an Eligible Lender pursuant to this Eligible Lender Trust Agreement for FFELP Loans originated by the Depositor which do not constitute Consolidation Loans.

Section 2.04. Establishment of Depositor Trust Account for Payment of Origination Fees on Eligible Loans. The Depositor hereby establishes a trust account (the “Depositor Trust Account”) with the Eligible Lender Trustee for the purpose of paying any and all origination fees payable to the Secretary of Education in connection with the origination of Eligible Loans by the Eligible Lender Trustee on behalf of the Depositor. Upon the origination of each Eligible Loan, the Depositor shall deposit, or cause to be deposited, in the Depositor Trust Account an amount equal to the origination fee required to be paid to the Secretary of Education with respect to such Eligible Loan. On or before the date on which such origination fees are to be paid to the Secretary of Education, the Depositor, by Depositor Order delivered to the Eligible Lender Trustee, shall instruct the Eligible Lender Trustee to pay the amounts on deposit in the Depositor Trust Account to the Secretary of Education (which Depositor Order shall have attached thereto the invoice from the Secretary of Education). The Eligible Lender Trustee shall verify the amount requested by the Depositor in the Depositor Order with the invoice from the Secretary of Education. The Depositor shall instruct any business and statutory trusts established, or to be established, by the Depositor or its affiliate Student Loan Consolidation Center, LLC for the purpose of purchasing such Eligible Loans to transfer the portion of the purchase price of each Eligible Loan equal to the origination fee payable to the Secretary of Education in connection with the origination of such Eligible Loan directly to the Eligible Lender Trustee for deposit to the Depositor Trust Account. Amounts on deposit in the Depositor Trust Account shall be used solely for the purpose of making payments to the Secretary of Education (or to be returned to the entity depositing such funds in the case of an overpayment), and the Depositor shall not have the right to direct payments of amounts on the deposit in the Depositor Trust Account to any Person other than the Secretary of Education. The Depositor Trust Account shall be invested by the Eligible Lender Trustee, upon Depositor Order, solely in direct general obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof which mature on or before the date on which the origination fee payments are required to be made to the Secretary of Education or in money market funds (including those funds managed or advised by the Trustee or an affiliate thereof) rated “AAAm” by S&P and “Aaa” by Xxxxx’x. Earnings on the Depositor Trust Account shall initially be retained in the Depositor Trust Account and any

interest earnings on the Depositor Trust Account remaining after each of the required payment to the Secretary of Education shall be paid to the Depositor.

ARTICLE III

COVENANTS

Section 3.01. Administration. The Depositor shall cause the Financed Eligible Loans to be administered so as to allow the Eligible Lender Trustee to obtain the benefits of the Trustee Guarantee Agreements and Federal Contracts and the right to receive Interest Benefit Payments and Special Allowance Payments with respect to Financed Eligible Loans. The Eligible Lender Trustee shall have no liability for actions taken at the direction of the Depositor. The Eligible Lender Trustee shall have no liability for any action or inaction hereunder, except for its negligence or willful misconduct in the performance of its Express Duties hereunder. The Eligible Lender Trustee shall not be responsible for any action or inaction of the Depositor or any Servicer under this Eligible Lender Trust Agreement. Except as specifically set forth herein, the Eligible Lender Trustee shall have no obligation to administer, service or collect the Financed Eligible Loans or to maintain or monitor the administration, servicing or collection of the Financed Eligible Loans.

Section 3.02. Enforcement of the Trustee Guarantee Agreements. The Depositor will be responsible for dealing with the Guarantee Agencies with respect to the rights, benefits and obligations under Trustee Guarantee Agreements as they relate to Financed Eligible Loans.

Section 3.03. Assignment of Eligible Loans; Collection of Payments With Respect to Eligible Loans. The Depositor shall diligently or cause a Servicer to diligently make every effort to make claim for and to collect all principal and interest payments on all the Financed Eligible Loans, all grants, subsidies, donations, insurance payments, Interest Benefit Payments and Special Allowance Payments relating to Financed Eligible Loans and all Guarantee payments on defaulted Financed Eligible Loans with respect to Financed Eligible Loans. The Depositor shall cause the Servicer to assign such Financed Eligible Loans for payment of Guarantee benefits at the earliest practicable date permitted under applicable law and regulations. The Depositor will comply with all statutes, rules and regulations which apply to its Program and to the Financed Eligible Loans.

The Depositor shall take all reasonable actions within its power to cause the Secretary of Education to make all Interest Benefit Payments and Special Allowance Payments with respect to the Financed Eligible Loans, all payments to be made with respect to the Financed Eligible Loans by the obligors thereof and all payments to be made under Guarantees of Financed Eligible Loans.

Section 3.04. Enforcement of Financed Eligible Loans. The Depositor shall cause to be diligently enforced, and shall cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Financed Eligible Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due thereunder.

Section 3.05. Enforcement of Servicing Agreements. The Depositor shall cause to be diligently enforced, and shall cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Servicing Agreements, including the prompt payment of all principal and interest payments and all other amounts due thereunder, including all grants, subsidies, donations, insurance payments, Interest Benefit Payments and Special Allowance Payments on Financed Eligible Loans, and all Guarantee payments on defaulted Financed Eligible Loans.

Section 3.06. Authority of Eligible Lender Trustee. Notwithstanding anything herein, the Eligible Lender Trustee has any and all power, right and authority, where permitted by law and regulation, to realize on any Guarantee of the Financed Eligible Loans under the Trustee Guarantee Agreement.

Section 3.07. Power of Attorney to Depositor. The Eligible Lender Trustee hereby does make, constitute and appoint the Depositor as its true and lawful agent and attorney for it and in its name, place and stead, from time to time, at all times until this Eligible Lender Trust Agreement is terminated, to exercise and enforce the rights of the Eligible Lender Trustee to make claim for and collect all payments due on Financed Eligible Loans pursuant to Section 3.03 hereof and the Depositor does hereby accept such appointment to exercise and enforce such rights.

ARTICLE IV

CONCERNING THE ELIGIBLE LENDER TRUSTEE

Section 4.01. Acceptance of the Trusts. The Depositor hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act and this Eligible Lender Trust Agreement. Subject to Section 2.03 hereof, the Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Depositor pursuant to the Higher Education Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:

(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.

(b) In the absence of bad faith on its part, the Eligible Lender Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form

with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.

(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

Section 4.02. Recitals of Others. The recitals, statements, and representations of the Depositor set forth herein shall be taken as the statements of the Depositor, and the Eligible Lender Trustee assumes no responsibility for the correctness of the same or for inquiring with respect thereto. The Eligible Lender Trustee makes no representations as to the title of the Depositor in Financed Eligible Loans, and the Eligible Lender Trustee shall incur no responsibility in respect of such matters.

Section 4.03. Taxes. The Eligible Lender Trustee shall not be liable for failure of the Depositor to pay any tax or taxes in respect of any property, or any part thereof, or the income therefrom or otherwise, nor shall the Eligible Lender Trustee be under any duty in respect of any tax which may be assessed against it in respect of such property or the Financed Eligible Loans.

Section 4.04. Eligible Lender Trustee May Act Through Agents. The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any duty hereunder, either itself or by or through its attorneys, agents, or employees, and it shall not be answerable or accountable for any default, neglect, or misconduct of any such attorneys, agents, or employees, if reasonable care has been exercised in the appointment, supervision, and monitoring of the work performed.

Section 4.05. Indemnification of Eligible Lender Trustee. The Depositor agrees to indemnify the Eligible Lender Trustee for, and to hold it harmless against, any loss, liability, or expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Eligible Lender Trust Agreement (including without limitation any such losses, liability or expenses arising from a breach of a Lender representation, warranty or covenant in any Servicing Agreement or Trustee Guarantee Agreement), including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Such indemnification by the Depositor shall survive the termination of this Eligible Lender Trust Agreement and/or the resignation or removal of the Eligible Lender Trustee and shall include, without limitation, any loss, liability, expense or advance incurred or made by the Eligible Lender Trustee as a result of the acts or omissions of the Depositor or any servicer in the origination or servicing of any of the Eligible Loans.

Section 4.06. Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or

interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Depositor or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel.

Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by a Depositor Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate.

The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action.

The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Section 4.07. Compensation of Eligible Lender Trustee. The Depositor shall pay to the Eligible Lender Trustee from time to time reasonable compensation for all services, reasonable expenses (including Counsel fees), charges and other disbursements incurred in and about the administration and execution of this Eligible Lender Trust Agreement. The Eligible Lender Trustee may not change the amount of its annual compensation with respect to this Eligible Lender Trust Agreement without giving the Depositor at least 90 days’ written notice prior to the beginning of a Fiscal Year.

Section 4.08. Eligible Lender Trustee Eligibility.

(a) There shall at all times be an Eligible Lender Trustee hereunder which shall be a corporation or national bank association organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers and shall be an Eligible Lender under the Higher Education Act and the regulations of any Guarantee Agency and acceptable to the Depositor.

(b) The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that:

(1) it is an Eligible Lender as defined in the Higher Education Act and has received an Eligible Lender designation and that it will remain an Eligible Lender;

(2) it shall use eligible lender number 834118, which shall be the Eligible Lender Trustee’s eligible lender number for Financed Eligible Loans which it owns as legal owner for the Depositor as beneficial owner hereunder; and

(3) it shall be responsible for the preservation of the supporting documents submitted to and received by it relating to Financed Eligible Loans, if any; provided, however, that the separate Servicer of the Financed Eligible Loans shall be responsible for such preservation of the Financed Eligible Loans and supporting documents in accordance with the Custodian Agreements to the extent and during the period that the Servicer holds such documents.

(c) The parties hereto recognize that the Eligible Lender Trustee has contractual obligations with the Guarantee Agency which must be maintained and preserved in order for the Eligible Lender Trustee to remain as Eligible Lender Trustee, and the Eligible Lender Trustee agrees to maintain the same.

Section 4.09. Resignation of Eligible Lender Trustee. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee may resign and be discharged from the trust created by this Eligible Lender Trust Agreement by giving to the Depositor notice in writing which notice shall specify the date on which such resignation is to take effect; provided, however, that such resignation shall only take effect on the day specified in such notice if a successor Eligible Lender Trustee shall have been appointed pursuant to Section 4.11 hereof (and is qualified to be the Eligible Lender Trustee under the requirements of Section 4.11 hereof). If no successor Eligible Lender Trustee has been appointed by the date specified or within a period of 90 days from the receipt of the notice by the Depositor, the Eligible Lender Trustee may (a) appoint a temporary successor Eligible Lender Trustee having the qualifications provided in Section 4.11 hereof or (b) request a court of competent jurisdiction to (i) require the Depositor to appoint a successor, as provided in Section 4.11 hereof, within three days of the receipt of citation or notice by the court, or (ii) appoint an Eligible Lender Trustee having the qualifications provided in Section 4.11 hereof. In no event may the resignation of the Eligible Lender Trustee be effective until a qualified successor Eligible Lender Trustee shall have been selected and appointed. In the event a temporary successor Eligible Lender Trustee is appointed pursuant to clause (a) above, the Depositor may remove such temporary successor Eligible Lender Trustee and appoint a successor thereto pursuant to Section 4.11 hereof.

Section 4.10. Removal of Eligible Lender Trustee. The Eligible Lender Trustee or any successor Eligible Lender Trustee may be removed at any time by the Depositor upon payment to the Eligible Lender Trustee so removed of all money then due to it hereunder and appointment of a successor thereto by the Depositor and acceptance thereof by said successor. In the event an Eligible Lender Trustee (or successor Eligible Lender Trustee) is removed such removal shall not become effective until the Depositor shall have appointed a successor and the successor Eligible Lender Trustee has accepted appointment as such.

Section 4.11. Successor Eligible Lender Trustee.

(a) Any bank, corporation or other entity into which the Eligible Lender Trustee may be merged or converted or with which it may be consolidated, and any bank, corporation or other entity resulting from any merger, conversion or consolidation to which the Eligible Lender Trustee shall be a party, shall be the Eligible Lender Trustee under this Eligible Lender Trust Agreement without any further act, provided the resulting bank, corporation or other entity at all times meets the qualifications set forth herein.

(b) In case at any time the Eligible Lender Trustee or any successor Eligible Lender Trustee shall resign, be dissolved, or otherwise shall be disqualified to act or be incapable of acting, or in case control of the Eligible Lender Trustee or of any successor Eligible Lender Trustee or of its officers shall be taken over by any public officer or officers, a successor Eligible Lender Trustee may be appointed by the Depositor by an instrument in writing.

(c) Every successor Eligible Lender Trustee shall be a bank or trust company in good standing, organized and doing business under the laws of the United States or of a state therein, which has a reported capital and surplus of not less than $20,000,000, be authorized under the law to exercise corporate trust powers, be subject to supervision or examination by a federal or state agency, and be an Eligible Lender.

Section 4.12. Limitation with Respect to Examination of Reports. Except as expressly provided in this Eligible Lender Trust Agreement, the Eligible Lender Trustee shall be under no duty to examine any report or statement or other document required or permitted to be filed with it by the Depositor.

Section 4.13. Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that:

(a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations;

(b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the Depositor, the Secretary of Education, or the Guarantee Agency, use its reasonable efforts to cause this Eligible

Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement;

(c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the Depositor; and

(d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Section 4.14. Authority of Eligible Lender Trustee. Notwithstanding anything herein, the Eligible Lender Trustee has any and all power, right and authority, where permitted by law and regulation, to realize on any Guarantee Agreement with respect to any Financed Eligible Loan.

ARTICLE V

MISCELLANEOUS

Section 5.01. Eligible Lender Trust Agreement Binding upon Successors or Assigns of Eligible Lender Trustee and Depositor. All the terms, provisions, conditions, covenants, warranties and agreements contained in this Eligible Lender Trust Agreement shall be binding upon the successors and assigns of the Depositor and the Eligible Lender Trustee, and shall inure to the benefit of the Eligible Lender Trustee and its successor and assigns and the Depositor, its successors or substitutes in trust and assigns.

Section 5.02. Effect of Legal Holidays. Whenever this Eligible Lender Trust Agreement requires any action to be taken on a day which is not a Business Day, such action shall be taken on the next succeeding Business Day with the same force and effect as if taken on such day.

Section 5.03. Partial Invalidity. If any one or more of the covenants or agreements or portion thereof provided in this Eligible Lender Trust Agreement on the part of the Depositor or the Eligible Lender Trustee to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements provided in this Eligible Lender Trust Agreement and the invalidity thereof shall in no way affect the validity of the other provisions of this Eligible Lender Trust Agreement hereunder and under any applicable provisions of law.

Section 5.04. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed or delivered or sent by facsimile, if to the Eligible Lender Trustee, at the corporate trust office of the Eligible Lender Trustee in Jacksonville, Florida which at the date of this Eligible Lender Trust Agreement is located at 00000 Xxxxxxxxx Xxxxxxx, 0^xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Corporate Trust Department (telephone (000) 000-0000, facsimile (000) 000-0000), or at such other address as may have been filed in writing by the Eligible Lender Trustee; if to the Depositor, to c/o Student Loan Consolidation Center, LLC, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxx (telephone (000) 000-0000; facsimile (000) 000-0000), or to the Depositor at such other address as may have been filed in writing by the Depositor. All such notices and communications shall be effective (a) if given by facsimile, when transmitted, (b) if given by mail, when deposited in the mail addressed as aforesaid, and (c) if given by other means, when delivered at the address specified as aforesaid. Any notice required to be given in writing shall be deemed to be in writing if given by telex, facsimile or other method which produces a written record.

Section 5.05. Law and Place of Enforcement of Eligible Lender Trust Agreement; Construction. This Eligible Lender Trust Agreement shall be construed and interpreted in accordance with the laws of the State of New York.

Section 5.06. Effect of Article and Section Headings and Table of Contents. The heading or titles of the several Articles and Sections hereof, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning or construction, interpretation or effect of this Eligible Lender Trust Agreement.

Section 5.07. Amendments. The Depositor and the Eligible Lender Trustee, from time to time, may amend this Eligible Lender Trust Agreement subject to any provisions to the contrary herein.

IN WITNESS WHEREOF, CONSOLIDATION LOAN FUNDING II, LLC has caused this Eligible Lender Trust Agreement to be signed in its name and on its behalf by the Delaware Trustee and THE BANK OF NEW YORK TRUST COMPANY, N.A., to evidence its acceptance of the trusts hereby created, and has caused this Eligible Lender Trust Agreement to be signed in its name and on its behalf by one of its officers thereunto duly authorized.


		CONSOLIDATION LOAN FUNDING II, LLC

		By:		CLF II MANAGEMENT CORP., as Manager

		By		/s/ Xxxx Xxxx
				Xxxx Xxxx, President

		THE BANK OF NEW YORK TRUST COMPANY, N.A., as
		Eligible Lender Trustee

		By		/s/ Xxxxxxx Xxxxxxx
		Name		Xxxxxxx Xxxxxxx
		Title		Assistant Vice President

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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, 2004

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