Common use of Early Termination Fees Clause in Contracts

Early Termination Fees. In the event Owner is required pursuant to the Agreement to pay an Early Termination Fee, such Fee shall be assessed and paid to Servicer as follows: A. $[**] per Account during the first year of the Agreement; B. $[**] less the product of ([**] percent ([**]%)X the number of years or portions thereof that this Agreement has been in effect X $[**]) per Account anytime after the first year of the Agreement. By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx Title: President & CEO Title: COO Date: Date: 10-16-01 Pennsylvania Higher Education Assistance Authority 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Attention: Senior Vice President, Marketing and Client Relations Dear ________: Reference is hereby made to the Alternative Servicing Agreement, dated [Date], as amended, (the “Servicing Agreement”) by and between Pennsylvania Higher Education Assistance Authority (the “Servicer”) and The First Marblehead Corporation (“FMC”), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows: 1. FMC hereby assigns its interest in the Servicing Agreement with respect to the Student Loans identified on the attached Schedule 1 (the “Student Loans”) to [Name of Securitization SPE] (“SPE”), and Servicer hereby consents thereto. 2. Servicer hereby consents to the assignment and to the grant by [SPE] of a security interest in the Servicing Agreement to [Name of Securitization Trustee](the “Trustee”), as provided in the Indenture, dated as of [Date] between [SPE] and the Trustee (the “Indenture”), for the benefit of the holders of obligations of the SPE and MBIA Insurance Corporation (the “Bond Insurer”). 3. Servicer hereby confirms that it will not terminate the Servicing Agreement until the appointment of a successor servicer by [SPE], with the consent of the Bond Insurer for so long as Bonds are outstanding, unless such termination is due to a default by SPE under Section 6.2 or 12.3 thereof, or unless the Servicing Agreement otherwise expires in accordance with Section 12.1

Early Termination Fees. In the event Owner is required pursuant to the Agreement to pay an Early Termination Fee, such Fee shall be assessed and paid to Servicer as follows: A. $[**] per Account during the first year of the Agreement;Agreement; B. $[**] less the product of ([**] percent ([**]%)X the number of years or portions thereof that this Agreement has been in effect X $[**]) per Account anytime after the first year of the Agreement. By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx Title: Date: President & CEO Title: COO Date: Date: 10-16-01 COO10­16­01 Pennsylvania Higher Education Assistance Authority 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 00000­0000 Attention: Senior Vice President, Marketing and Client Relations Dear ________: Reference is hereby made to the Alternative Servicing Agreement, dated [Date], as amended, (the “Servicing Agreement”) by and between Pennsylvania Higher Education Assistance Authority (the “Servicer”) and The First Marblehead Corporation (“FMC”), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows: 1. FMC hereby assigns its interest in the Servicing Agreement with respect to the Student Loans identified on the attached Schedule 1 (the “Student Loans”) to [Name of Securitization SPE] (“SPE”), and Servicer hereby consents thereto. 2. Servicer hereby consents to the assignment and to the grant by [SPE] of a security interest in the Servicing Agreement to [Name of Securitization Trustee](the “Trustee”), as provided in the Indenture, dated as of [Date] between [SPE] and the Trustee (the “Indenture”), for the benefit of the holders of obligations of the SPE and MBIA Insurance Corporation (the “Bond Insurer”). 3. Servicer hereby confirms that it will not terminate the Servicing Agreement until the appointment of a successor servicer by [SPE], with the consent of the Bond Insurer for so long as Bonds are outstanding, unless such termination is due to a default by SPE under Section 6.2 or 12.3 thereof, or unless the Servicing Agreement otherwise expires in accordance with Section 12.1Section

Early Termination Fees. In the event Owner is required pursuant to the Agreement to pay an Early Termination Fee, such Fee shall be assessed and paid to Servicer as follows: A. $[**] per Account during the first year of the Agreement; B. $[**] less the product of ([**] percent ([**]%)X the number of years or portions thereof that this Agreement has been in effect X $[**]) per Account anytime after the first year of the Agreement. By: /s/ Xxxxxxx Mxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Rxxxx Xxxxx Name: Xxxxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxx Rxxxx Xxxxx Title: President & CEO Title: COO Date: Date: 10-16-01 Pennsylvania Higher Education Assistance Authority 0000 1000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Attention: Senior Vice President, Marketing and Client Relations Dear ________: Reference is hereby made to the Alternative Servicing Agreement, dated [Date], as amended, (the “Servicing Agreement”) by and between Pennsylvania Higher Education Assistance Authority (the “Servicer”) and The First Marblehead Corporation (“FMC”), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows: 1. FMC hereby assigns its interest in the Servicing Agreement with respect to the Student Loans identified on the attached Schedule 1 (the “Student Loans”) to [Name of Securitization SPE] (“SPE”), and Servicer hereby consents thereto. 2. Servicer hereby consents to the assignment and to the grant by [SPE] of a security interest in the Servicing Agreement to [Name of Securitization Trustee](the “Trustee”), as provided in the Indenture, dated as of [Date] between [SPE] and the Trustee (the “Indenture”), for the benefit of the holders of obligations of the SPE and MBIA Insurance Corporation (the “Bond Insurer”). 3. Servicer hereby confirms that it will not terminate the Servicing Agreement until the appointment of a successor servicer by [SPE], with the consent of the Bond Insurer for so long as Bonds are outstanding, unless such termination is due to a default by SPE under Section 6.2 or 12.3 thereof, or unless the Servicing Agreement otherwise expires in accordance with Section 12.1

Early Termination Fees. In the event Owner is required pursuant to the Agreement to pay an Early Termination Fee, such Fee shall be assessed and paid to Servicer as follows: A. $[**] per Account during the first year of the Agreement; B. $[**] less the product of ([**] percent ([**]%)X the number of years or portions thereof that this Agreement has been in effect X $[**]) per Account anytime after the first year of the Agreement. PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION PENNSYLVANIA HIGHER EDUCATION THE FIRST MARBLEHEAD CORPORATION ASSISTANCE AGENCY By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx ------------------------------- --------------------------- Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx ----------------------------- ------------------------- Title: President & CEO Title: COO Date---------------------------- ------------------------ Dated: DateDated: 10-16-01 ---------------------------- ------------------------ PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION SCHEDULE A TO ALTERNATIVE SERVICING AGREEMENT DATED OCTOBER 16, 2001 BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND THE FIRST MARBLEHEAD CORPORATION SERVICER CONSENT LETTER [DATE] Pennsylvania Higher Education Assistance Authority 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Attention: Senior Vice President, Marketing and Client Relations Dear ________: Reference is hereby made to the Alternative Servicing Agreement, dated [Date], as amended, (the “"Servicing Agreement”") by and between Pennsylvania Higher Education Assistance Authority (the “"Servicer”") and The First Marblehead Corporation (“"FMC”"), a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Servicing Agreement. The parties hereto agree as follows: 1. FMC hereby assigns its interest in the Servicing Agreement with respect to the Student Loans identified on the attached Schedule 1 (the “"Student Loans”") to [Name of Securitization SPE] (“"SPE”"), and Servicer hereby consents thereto. 2. Servicer hereby consents to the assignment and to the grant by [SPE] of a security interest in the Servicing Agreement to [Name of Securitization Trustee](the “Trustee”] (the "Trustee"), as provided in the Indenture, dated as of [Date] between [SPE] and the Trustee (the “"Indenture”"), for the benefit of the holders of obligations of the SPE and MBIA Insurance Corporation (the “"Bond Insurer”"). 3. Servicer hereby confirms that it will not terminate the Servicing Agreement until the appointment of a successor servicer by [SPE], with the consent of the Bond Insurer for so long as Bonds are outstanding, unless such termination is due to a default by SPE under Section 6.2 or 12.3 thereof, or unless the Servicing Agreement otherwise expires in accordance with Section 12.1