Common use of Origination of Consolidation Loans during the Revolving Period Clause in Contracts

Origination of Consolidation Loans during the Revolving Period. (a) From time to time during the Revolving Period the Servicer will identify those Financed Student Loans as to which a Borrower qualifies to receive a Consolidation Loan under the Federal Consolidation Loan Program from the Eligible Lender Trustee and will inform the Administrator of the identity of such loans. The Administrator will determine, in accordance with customary industry standards, whether a Consolidation Loan should be offered to such Borrower; provided, however, that a Consolidation Loan will not be offered to a Borrower if any Student Loan of such Borrower which is not beneficially owned by the Issuer and which is proposed to be discharged by the making of such Consolidation Loan is past due more than 30 days; and provided, further, that a Consolidation Loan will not be offered to a Borrower if the aggregate principal balances of all Consolidation Loans originated pursuant to this Section would thereby exceed the limitations set forth in Section 6.07(d). (b) If the Administrator determines that it is appropriate to offer a Consolidation Loan to a Borrower in accordance with this Section, it will so inform the Servicer who will send the necessary documentation to such Borrower and will process such documentation on behalf of the Eligible Lender Trustee, all in accordance with industry standards, the Higher Education Act and the related Guarantee Agreement. The Servicer will inform the Eligible Lender Trustee of the completion of the loan underwriting process and the necessary documentation, whereupon the Eligible Lender Trustee, on behalf of the Trust and upon the direction of the Administrator, will execute any documents required to be executed by it to complete the origination of such loan and to subject such loan to the related Guarantee Agreement. The Servicer will not permit any Consolidation Loan to be originated which would violate the representations and warranties and other restrictions of Section 3.01 of the Loan Sale Agreement. Any Consolidation Loan which is determined to violate any of such representations and warranties and other restrictions will be subject to purchase or repurchase by the Seller as provided in Section 3.02 of the Loan Sale Agreement. (c) Each Consolidation Loan originated pursuant to this Section 6.07 shall be owned by the Issuer and be part of the Trust Estate and the Collateral from and after the time of such origination. Upon origination of such loan and such loan becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(f) or Section 2(k) of the Administration Agreement, to authorize the transfer from the Collateral Reinvestment Account or the Prefunding Account of an amount sufficient to prepay in full any Student Loan that is to be consolidated through such origination, including any Add-on Consolidation Loan that is prepaid in full as a result of the principal balance of such Add-on Consolidation Loan being added to the principal balance of a related Consolidation Loan held as part of the Trust Estate. The Administrator will cause to be taken all actions, and the Eligible Lender Trustee will cooperate with the Administrator in the execution of any instruments or documents, required to establish and maintain the ownership interest of the Trust and the first perfected security interest of the Indenture Trustee in each Consolidation Loan originated pursuant to this Section. (d) In no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer originate Consolidation Loans in excess of $[ ] (including the addition of the principal balances of any Add-on Consolidation Loans) in the aggregate during the Revolving Period; additionally, no Consolidation Loan may be originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer having a scheduled maturity after [ ] if at the time of such origination the aggregate principal balance of all Consolidation Loans held as part of the Trust Estate that have a scheduled maturity date after [ ] exceeds, or after giving effect to such origination, would exceed $[ ]; provided, however, that the Eligible Lender Trustee will be permitted to fund the addition of the principal balance of any Add-on Consolidation Loan in excess of such amounts, if the Eligible Lender Trustee is required to do so by the Higher Education Act. In addition, in no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer make Consolidation Loans after the Revolving Period; provided, however, that the Eligible Lender Trustee may increase the principal balance of any Consolidation Loan by the principal balance of any related Add-on Consolidation Loan during the Add-on Period if the Eligible Lender Trustee is required to do so by the Higher Education Act. After the Revolving Period, upon the addition of the principal balance of such Add-on Consolidation Loan, and such amounts becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(d)(iii)(A) of the Administration Agreement, to authorize the transfer from the Collection Account of an amount sufficient to prepay in full such Add-on Consolidation Loan. (e) All Consolidation Fees payable with respect to Consolidation Loans originated and the principal balances of any Add-on Consolidation Loans added to the Trust pursuant to this Section will be payable by the Issuer as provided in Section 2(d)(ii) of the Administration Agreement. All other costs or fees incurred in originating Consolidation Loans (or in adding the principal balances of any Add-on Consolidation Loans) shall be payable by the Administrator.

Origination of Consolidation Loans during the Revolving Period. (a) From time to time during the Revolving Period the Servicer will identify those Financed Student Loans as to which a Borrower qualifies to receive a Consolidation Loan under the Federal Consolidation Loan Program from the Eligible Lender Trustee and will inform the Administrator of the identity of such loans. The Administrator will determine, in accordance with customary industry standards, whether a Consolidation Loan should be offered to such Borrower; provided, however, that a Consolidation Loan will not be offered to a Borrower if any Student Loan of such Borrower which is not beneficially owned by the Issuer and which is proposed to be discharged by the making of such Consolidation Loan is past due more than 30 days; and provided, further, that a Consolidation Loan will not be offered to a Borrower if the aggregate principal balances of all Consolidation Loans originated pursuant to this Section would thereby exceed the limitations set forth in Section 6.07(d). (b) If the Administrator determines that it is appropriate to offer a Consolidation Loan to a Borrower in accordance with this Section, it will so inform the Servicer who will send the necessary documentation to such Borrower and will process such documentation on behalf of the Eligible Lender Trustee, all in accordance with industry standards, the Higher Education Act and the related Guarantee Agreement. The Servicer will inform the Eligible Lender Trustee of the completion of the loan underwriting process and the necessary documentation, whereupon the Eligible Lender Trustee, on behalf of the Trust and upon the direction of the Administrator, will execute any documents required to be executed by it to complete the origination of such loan and to subject such loan to the related Guarantee Agreement. The Servicer will not permit any Consolidation Loan to be originated which would violate the representations and warranties and other restrictions of Section 3.01 of the Loan Sale Agreement. Any Consolidation Loan which is determined to violate any of such representations and warranties and other restrictions will be subject to purchase or repurchase by the Seller as provided in Section 3.02 of the Loan Sale Agreement. (c) Each Consolidation Loan originated pursuant to this Section 6.07 shall be owned by the Issuer and be part of the Trust Estate and the Collateral from and after the time of such origination. Upon origination of such loan and such loan becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(f) or Section 2(k) of the Administration Agreement, to authorize the transfer from the Collateral Reinvestment Account or the Prefunding Account of an amount sufficient to prepay in full any Student Loan that is to be consolidated through such origination, including any Add-on Consolidation Loan that is prepaid in full as a result of the principal balance of such Add-on Consolidation Loan being added to the principal balance of a related Consolidation Loan held as part of the Trust Estate. The Administrator will cause to be taken all actions, and the Eligible Lender Trustee will cooperate with the Administrator in the execution of any instruments or documents, required to establish and maintain the ownership interest of the Trust and the first perfected security interest of the Indenture Trustee in each Consolidation Loan originated pursuant to this Section. (d) In no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer originate Consolidation Loans in excess of $[ ] 100,000,000 (including the addition of the principal balances of any Add-on Consolidation Loans) in the aggregate during the Revolving Period; additionally, no Consolidation Loan may be originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer having a scheduled maturity after [ ] April 28, 2032 if at the time of such origination the aggregate principal balance of all Consolidation Loans held as part of the Trust Estate that have a scheduled maturity date after [ ] April 28, 2032 exceeds, or after giving effect to such origination, would exceed $[ ]15,000,000; provided, however, that the Eligible Lender Trustee will be permitted to fund the addition of the principal balance of any Add-on Consolidation Loan in excess of such amounts, if the Eligible Lender Trustee is required to do so by the Higher Education Act. In addition, in no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer make Consolidation Loans after the Revolving Period; provided, however, that the Eligible Lender Trustee may increase the principal balance of any Consolidation Loan by the principal balance of any related Add-on Consolidation Loan during the Add-on Period if the Eligible Lender Trustee is required to do so by the Higher Education Act. After the Revolving Period, upon the addition of the principal balance of such Add-on Consolidation Loan, and such amounts becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(d)(iii)(A) of the Administration Agreement, to authorize the transfer from the Collection Account of an amount sufficient to prepay in full such Add-on Consolidation Loan. (e) All Consolidation Fees payable with respect to Consolidation Loans originated and the principal balances of any Add-on Consolidation Loans added to the Trust pursuant to this Section will be payable by the Issuer as provided in Section 2(d)(ii) of the Administration Agreement. All other costs or fees incurred in originating Consolidation Loans (or in adding the principal balances of any Add-on Consolidation Loans) shall be payable by the Administrator.Education

Origination of Consolidation Loans during the Revolving Period. (a) From time to time during the Revolving Period the Servicer will identify those Financed Student Loans as to which a Borrower qualifies to receive a Consolidation Loan under the Federal Consolidation Loan Program from the Eligible Lender Trustee and will inform the Administrator of the identity of such loans. The Administrator will determine, in accordance with customary industry standards, whether a Consolidation Loan should be offered to such Borrower; provided, however, that a Consolidation Loan will not be offered to a Borrower if any Student Loan of such Borrower which is not beneficially owned by the Issuer and which is proposed to be discharged by the making of such Consolidation Loan is past due more than 30 days; and provided, further, that a Consolidation Loan will not be offered to a Borrower if the aggregate principal balances of all Consolidation Loans originated pursuant to this Section would thereby exceed the limitations set forth in Section 6.07(d). (b) If the Administrator determines that it is appropriate to offer a Consolidation Loan to a Borrower in accordance with this Section, it will so inform the Servicer who will send the necessary documentation to such Borrower and will process such documentation on behalf of the Eligible Lender Trustee, all in accordance with industry standards, the Higher Education Act and the related Guarantee Agreement. The Servicer will inform the Eligible Lender Trustee of the completion of the loan underwriting process and the necessary documentation, whereupon the Eligible Lender Trustee, on behalf of the Trust and upon the direction of the Administrator, will execute any documents required to be executed by it to complete the origination of such loan and to subject such loan to the related Guarantee Agreement. The Servicer will not permit any Consolidation Loan to be originated which would violate the representations and warranties and other restrictions of Section 3.01 of the Loan Sale Agreement. Any Consolidation Loan which is determined to violate any of such representations and warranties and other restrictions will be subject to purchase or repurchase by the Seller as provided in Section 3.02 of the Loan Sale Agreement. (c) Each Consolidation Loan originated pursuant to this Section 6.07 shall be owned by the Issuer and be part of the Trust Estate and the Collateral from and after the time of such origination. Upon origination of such loan and such loan becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(f) or Section 2(k) of the Administration Agreement, to authorize the transfer from the Collateral Reinvestment Account or the Prefunding Account of an amount sufficient to prepay in full any Student Loan that is to be consolidated through such origination, including any Add-on Consolidation Loan that is prepaid in full as a result of the principal balance of such Add-on Consolidation Loan being added to the principal balance of a related Consolidation Loan held as part of the Trust Estate. The Administrator will cause to be taken all actions, and the Eligible Lender Trustee will cooperate with the Administrator in the execution of any instruments or documents, required to establish and maintain the ownership interest of the Trust and the first perfected security interest of the Indenture Trustee in each Consolidation Loan originated pursuant to this Section. (d) In no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer originate Consolidation Loans in excess of $[ ] (including the addition of the principal balances of any Add-on Consolidation Loans) in the aggregate during the Revolving Period; additionally, no Consolidation Loan may be originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer having a scheduled maturity after [ ] if at the time of such origination the aggregate principal balance of all Consolidation Loans held as part of the Trust Estate that have a scheduled maturity date after [ ] exceeds, or after giving effect to such origination, would exceed $[ ]; provided, however, that the Eligible Lender Trustee will be permitted to fund the addition of the principal balance of any Add-on Consolidation Loan in excess of such amounts, if the Eligible Lender Trustee is required to do so by the Higher Education Act. In addition, in no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer make Consolidation Loans after the Revolving Period; provided, however, that the Eligible Lender Trustee may increase the principal balance of any Consolidation Loan by the principal balance of any related Add-on Consolidation Loan during the Add-on Period if the Eligible Lender Trustee is required to do so by the Higher Education Act. After the Revolving Period, upon the addition of the principal balance of such Add-on Consolidation Loan, and such amounts becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(d)(iii)(A) of the Administration Agreement, to authorize the transfer from the Collection Account of an amount sufficient to prepay in full such Add-on Consolidation Loan. (e) All Consolidation Fees payable with respect to Consolidation Loans originated and the principal balances of any Add-on Consolidation Loans added to the Trust pursuant to this Section will be payable by the Issuer as provided in Section 2(d)(ii) of the Administration Agreement. All other costs or fees incurred in originating Consolidation Loans (or in adding the principal balances of any Add-on Consolidation Loans) shall be payable by the Administrator.3.01

Origination of Consolidation Loans during the Revolving Period. (a) From time to time during the Revolving Period the Servicer will identify those Financed Student Loans as to which a Borrower qualifies to receive a Consolidation Loan under the Federal Consolidation Loan Program from the Eligible Lender Trustee and will inform the Administrator of the identity of such loans. The Administrator will determine, in accordance with customary industry standards, whether a Consolidation Loan should be offered to such Borrower; provided, however, that a Consolidation Loan will not be offered to a Borrower if any Student Loan of such Borrower which is not beneficially owned by the Issuer and which is proposed to be discharged by the making of such Consolidation Loan is past due more than 30 days; and provided, further, that a Consolidation Loan will not be offered to a Borrower if the aggregate principal balances of all Consolidation Loans originated pursuant to this Section would thereby exceed the limitations set forth in Section 6.07(d).. BWNY03/143740 13 (b) If the Administrator determines that it is appropriate to offer a Consolidation Loan to a Borrower in accordance with this Section, it will so inform the Servicer who will send the necessary documentation to such Borrower and will process such documentation on behalf of the Eligible Lender Trustee, all in accordance with industry standards, the Higher Education Act and the related Guarantee Agreement. The Servicer will inform the Eligible Lender Trustee of the completion of the loan underwriting process and the necessary documentation, whereupon the Eligible Lender Trustee, on behalf of the Trust and upon the direction of the Administrator, will execute any documents required to be executed by it to complete the origination of such loan and to subject such loan to the related Guarantee Agreement. The Servicer will not permit any Consolidation Loan to be originated which would violate the representations and warranties and other restrictions of Section 3.01 of the Loan Sale Agreement. Any Consolidation Loan which is determined to violate any of such representations and warranties and other restrictions will be subject to purchase or repurchase by the Seller as provided in Section 3.02 of the Loan Sale Agreement. (c) Each Consolidation Loan originated pursuant to this Section 6.07 shall be owned by the Issuer and be part of the Trust Estate and the Collateral from and after the time of such origination. Upon origination of such loan and such loan becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(f) or Section 2(k) of the Administration Agreement, to authorize the transfer from the Collateral Reinvestment Account or the Prefunding Account of an amount sufficient to prepay in full any Student Loan that is to be consolidated through such origination, including any Add-on Consolidation Loan that is prepaid in full as a result of the principal balance of such Add-on Consolidation Loan being added to the principal balance of a related Consolidation Loan held as part of the Trust Estate. The Administrator will cause to be taken all actions, and the Eligible Lender Trustee will cooperate with the Administrator in the execution of any instruments or documents, required to establish and maintain the ownership interest of the Trust and the first perfected security interest of the Indenture Trustee in each Consolidation Loan originated pursuant to this Section. (d) In no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer originate Consolidation Loans in excess of $[ ] (including the addition of the principal balances of any Add-on Consolidation Loans) in the aggregate during the Revolving Period; additionally, no Consolidation Loan may be originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer having a scheduled maturity after [ ] if at the time of such origination the aggregate principal balance of all Consolidation Loans held as part of the Trust Estate that have a scheduled maturity date after [ ] exceeds, or after giving effect to such origination, would exceed $[ ]; provided, however, that the Eligible Lender Trustee will be permitted to fund the addition of the principal balance of any Add-on Consolidation Loan in excess of such amounts, if the Eligible Lender Trustee is required to do so by the Higher Education Act. In addition, in no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer make Consolidation Loans after the Revolving Period; provided, however, that the Eligible Lender Trustee may increase the principal balance of any Consolidation Loan by the principal balance of any related Add-on Consolidation Loan during the Add-on Period if the Eligible Lender Trustee is required to do so by the Higher Education Act. After the Revolving Period, upon the addition of the principal balance of such Add-on Consolidation Loan, and such amounts becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(d)(iii)(A) of the Administration Agreement, to authorize the transfer from the Collection Account of an amount sufficient to prepay in full such Add-on Consolidation Loan. (e) All Consolidation Fees payable with respect to Consolidation Loans originated and the principal balances of any Add-on Consolidation Loans added to the Trust pursuant to this Section will be payable by the Issuer as provided in Section 2(d)(ii) of the Administration Agreement. All other costs or fees incurred in originating Consolidation Loans (or in adding the principal balances of any Add-on Consolidation Loans) shall be payable by the Administrator.3.01

Origination of Consolidation Loans during the Revolving Period. (a) From time to time during the Revolving Period the Servicer will identify those Financed Student Loans as to which a Borrower qualifies to receive a Consolidation Loan under the Federal Consolidation Loan Program from the Eligible Lender Trustee and will inform the Administrator of the identity of such loans. The Administrator will determine, in accordance with customary industry standards, whether a Consolidation Loan should be offered to such Borrower; providedPROVIDED, howeverHOWEVER, that a Consolidation Loan will not be offered to a Borrower if any Student Loan of such Borrower which is not beneficially owned by the Issuer and which is proposed to be discharged by the making of such Consolidation Loan is past due more than 30 days; and providedPROVIDED, furtherFURTHER, that a Consolidation Loan will not be offered to a Borrower if the aggregate principal balances of all Consolidation Loans originated pursuant to this Section would thereby exceed the limitations set forth in Section 6.07(d). (b) If the Administrator determines that it is appropriate to offer a Consolidation Loan to a Borrower in accordance with this Section, it will so inform the Servicer who will send the necessary documentation to such Borrower and will process such documentation on behalf of the Eligible Lender Trustee, all in accordance with industry standards, the Higher Education Act and the related Guarantee Agreement. The Servicer will inform the Eligible Lender Trustee of the completion of the loan underwriting process and the necessary documentation, whereupon the Eligible Lender Trustee, on behalf of the Trust and upon the direction of the Administrator, will execute any documents required to be executed by it to complete the origination of such loan and to subject such loan to the related Guarantee Agreement. The Servicer will not permit any Consolidation Loan to be originated which would violate the representations and warranties and other restrictions of Section 3.01 of the Loan Sale Agreement. Any Consolidation Loan which is determined to violate any of such representations and warranties and other restrictions will be subject to purchase or repurchase by the Seller as provided in Section 3.02 of the Loan Sale Agreement. (c) Each Consolidation Loan originated pursuant to this Section 6.07 shall be owned by the Issuer and be part of the Trust Estate and the Collateral from and after the time of such origination. Upon origination of such loan and such loan becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(f) or Section 2(k) of the Administration Agreement, to authorize the transfer from the Collateral Reinvestment Account or the Prefunding Account of an amount sufficient to prepay in full any Student Loan that is to be consolidated through such origination, including any Add-on Consolidation Loan that is prepaid in full as a result of the principal balance of such Add-on Consolidation Loan being added to the principal balance of a related Consolidation Loan held as part of the Trust Estate. The Administrator will cause to be taken all actions, and the Eligible Lender Trustee will cooperate with the Administrator in the execution of any instruments or documents, required to establish and maintain the ownership interest of the Trust and the first perfected security interest of the Indenture Trustee in each Consolidation Loan originated pursuant to this Section. (d) In no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer originate Consolidation Loans in excess of $[ ] (including the addition of the principal balances of any Add-on Consolidation Loans) in the aggregate during the Revolving Period; additionally, no Consolidation Loan may be originated by the Issuer or the Eligible Lender Trustee on behalf of the Issuer having a scheduled maturity after [ ] if at the time of such origination the aggregate principal balance of all Consolidation Loans held as part of the Trust Estate that have a scheduled maturity date after [ ] exceeds, or after giving effect to such origination, would exceed $[ ]; providedPROVIDED, howeverHOWEVER, that the Eligible Lender Trustee will be permitted to fund the addition of the principal balance of any Add-on Consolidation Loan in excess of such amounts, if the Eligible Lender Trustee is required to do so by the Higher Education Act. In addition, in no event shall the Issuer or the Eligible Lender Trustee on behalf of the Issuer make Consolidation Loans after the Revolving Period; providedPROVIDED, howeverHOWEVER, that the Eligible Lender Trustee may increase the principal balance of any Consolidation Loan by the principal balance of any related Add-on Consolidation Loan during the Add-on Period if the Eligible Lender Trustee is required to do so by the Higher Education Act. After the Revolving Period, upon the addition of the principal balance of such Add-on Consolidation Loan, and such amounts becoming part of the Trust Estate and the Collateral, the Administrator will instruct the Indenture Trustee, pursuant to Section 2(d)(iii)(A) of the Administration Agreement, to authorize the transfer from the Collection Account of an amount sufficient to prepay in full such Add-on Consolidation Loan. (e) All Consolidation Fees payable with respect to Consolidation Loans originated and the principal balances of any Add-on Consolidation Loans added to the Trust pursuant to this Section will be payable by the Issuer as provided in Section 2(d)(ii) of the Administration Agreement. All other costs or fees incurred in originating Consolidation Loans (or in adding the principal balances of any Add-on Consolidation Loans) shall be payable by the Administrator.