exv10w27



 




EXHIBIT 10.27




LENDER PARTICIPATION AGREEMENT

FOR CONSOLIDATION LOANS



This Lender Participation Agreement for Consolidation Loans (the “Agreement”), to be effective as
of the 1st day of April, 2002, is by and between The Bank of New York Trust Company of Florida, N.
A., as eligible lender trustee for Consolidation Loan Funding, LLC (“Lender”), and the Northwest
Education Loan Association, a Washington nonprofit corporation (“NELA”).




RECITALS



A.    NELA is a private nonprofit guaranty agency operating under the Federal Family Education Loan
Program (“FFELP”) to administer, promote and facilitate student loans and related services for the
benefit of students pursuing postsecondary education.



B.    Lender wishes to secure the NELA guarantee on eligible consolidation loans made by the Lender to
eligible borrowers under the Act (as defined below);



C.    Lender has full legal power and authority to enter into an agreement for the performance of such
guarantee services, qualifies as an eligible lender under the Act for purposes of making
consolidation loans and is prepared to engage in the transactions contemplated by this Agreement;
and



D.    NELA is willing to make its consolidation loan guarantee available to Lender on the terms and
conditions set forth in this Agreement.




AGREEMENT



NOW THEREFORE, in consideration of the foregoing premises and the mutual promises described
herein, the parties hereto agree as follows:



1.    Applicable Policies, Regulations, and Act. The performance of this Agreement is
governed by Title IV, Part B of the Higher Education Act of 1965, (20 U.S.C. § 1071 et seq.) as now
or hereafter amended (“Act”), and the effective regulations promulgated thereunder by the Secretary
of Education (“Secretary”), as now or hereafter amended (“Regulations”). The performance of the
parties hereunder shall also be governed by the Common Manual: Unified Student Loan Policy, as
amended and updated from time to time and any other policies adopted and issued by NELA describing
the administration of its loan guarantee program (the “Policies”). If NELA adopts any policies
different from or in addition to those stated in the Common Manual, NELA shall give notice to the
Lender, by certified mail, return receipt requested, of any such amendment or revision. Lender
shall not be bound by any such amendments issued by NELA if it has not received such notice. The
Policies, Regulations and Act are hereby incorporated into this Agreement, with the same force and
effect as if they were found in the body of the Agreement itself.



2.    NELA Guarantee. VELA agrees to guarantee consolidation loans made by the Lender after
the effective date of this Agreement (hereinafter “Consolidation Loans”), provided that





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such loans
are made pursuant to the terms of this Agreement and are eligible for guarantee and reinsurance
under the Policies, Regulations and the Act. NELA agrees to deliver to Lender a Certificate of
Comprehensive Insurance as defined in the Act, and Regulations.



3.    Lender’s Agreements, Obligations and Warranties. With respect to Consolidation Loans to
be guaranteed by NELA hereunder, the Lender agrees as follows:




     3.1    Lender will only make a Consolidation Loan to an eligible borrower if such borrower
certifies that he or she has no other application pending for a consolidation loan.



     3.2    If Lender is not the holder of borrower’s underlying loans selected for consolidation, and
all of the selected loans are held by a single holder, then prior to making a Consolidation Loan to
the borrower, Lender shall obtain a certification from the borrower that the borrower has sought
and been unable to obtain a consolidation loan with income sensitive repayment terms from the
single holder of the loans selected for consolidation.



     3.3    Each Consolidation Loan will bear interest and be subject to repayment in accordance with
the Act.



     3.4    Each Consolidation Loan made by Lender hereunder shall be made in an amount equal to the
sum of the unpaid principal, accrued unpaid interest, collection charges, and late charges of all
the eligible loans selected by the borrower for consolidation, and this amount shall not be less
than the minimum amount required for the eligibility of a borrower under the Act and Regulations.



     3.5    The Lender causes the proceeds of each Consolidation Loan that it makes to be paid to the
holders of the underlying loans selected for consolidation in order to discharge the liability of
the borrower on each such loan.



     3.6    All actions taken by Lender, including but not limited to originating, disbursing,
servicing, or collecting on Consolidation Loans, are in compliance with the Act, the Policies, and
all other applicable local, state and federal laws and regulations for loan servicing, including
collection activities.



     3.7    Lender shall give NELA prompt notice of its intention to discontinue the making of
Consolidation Loans.



     3.8    With regard to the Consolidation Loans made hereunder, Lender will maintain and provide
information and reports in accordance with the Act, Regulations and Policies and Lender shall
permit NELA and the Secretary to examine and copy during normal business hours all such
Consolidation Loan records and files upon reasonable notice and at reasonable intervals for the
purpose of verifying the accuracy of information provided by the Lender concerning Lender’s
administration of Consolidation Loans guaranteed by NELA, and in order to conduct audits and
compliance reviews.



     3.9    Lender, pursuant to the Act and Regulations, will assist borrowers in securing reductions
in their obligations to pay interest on Consolidation Loans if such interest is eligible for
subsidy under the Act.



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4.    Warranties Made Upon Assignment of Promissory Note. With respect to any promissory note
guaranteed by NELA hereunder, the Lender hereby agrees and warrants that upon assignment of such
note by Lender to NELA or to any third party: (a) the obligations of the borrower(s) and any
endorser upon such note are valid and enforceable in accordance with the terms of the note, and not
subject to any defenses; (b) all information furnished to NELA in connection with such promissory
note is, in all material aspects, true and accurate; (c) the promissory note qualifies for
insurance under the Act and Regulations; (d) the Lender has complied with the Act, Regulations, and
all other applicable laws, rules and regulations with respect to the promissory note and the
Consolidation Loan; and (e) if the note is further assigned by any party, the warranties made by
the Lender upon assignment to NELA shall inure to and benefit all such assignees including NELA and
the federal government.



5.    Amendments. From time to time, the federal government may amend the Act or the
Regulations. This Agreement shall continue in full force and effect, and any such amendments shall
be incorporated into it, unless a party gives notice of termination of the Agreement. Any such
governmental action constitutes notice to the parties of the changes, and NELA shall not be
responsible for notifying Lender of any such amendments.



6.    Termination.




     6.1    Either party may terminate this Agreement without cause by providing written notice to the
other party specifying the date of termination at least thirty (30) days prior to the intended date
of termination. This Agreement will automatically terminate sixty (60) days after receipt by NELA
of a statement that Lender no longer intends to make Consolidation Loans under this Agreement.



     6.2    Upon termination, the relationship between NELA and Lender created by this Agreement shall
cease on the termination date except as provided herein. Termination will not affect the guarantee
of NELA or the obligations of Lender as to loans guaranteed prior to the termination date under the
Agreement, except in accordance with the Act, Regulations, or Policies. Such guarantee and
obligations, including, but not limited to, the obligation to allow NELA and the Secretary access
to records, shall continue in full force and effect under the terms of the Agreement between NELA
and Lender which was in force at the time each particular loan was initially held by Lender.


7.    Breaches.




     7.1    Upon material breach by Lender of this Agreement, whether of the provisions found in the
Agreement itself or of its incorporated provisions, NELA is entitled, immediately upon delivery of
written notice to Lender, to suspend or withdraw its guarantee in part or entirely, as to the loan
or loans affected by the breach.



     7.2    A material breach by Lender shall be a defense by NELA to any claim or action by Lender
upon the guarantee of the loan directly affected by the material breach.



     7.3    Upon any breach by Lender, whether material or not, of any provision of this Agreement,
including those incorporated by reference, NELA is entitled to written assurance from Lender that
the breach has been remedied.



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     7.4    The waiver by any party of any breach of any provision of this Agreement shall not operate
or be construed as waiver of any provision as to any subsequent breach.


8.    Severability.




     8.1    This Agreement. If any term, covenant, condition, or provision of this Agreement or the
application thereof to any person or circumstance shall, at any time, or to any extent, be
determined invalid or unenforceable, the remaining provisions hereof shall not be affected thereby
and shall be deemed valid and fully enforceable to the extent provided by law.



     8.2    Policies, Regulations and Act. If any provision of the Policies, Regulations, or
Act are rescinded, repealed, withdrawn, held to be invalid or otherwise rendered inoperative, the
remaining provisions are not affected, and continue in full force.


9.    Entire Agreement – Modifications. This Agreement, including any incorporated provision,
constitutes the entire understanding between the parties and supersedes any prior written or oral
understanding between them as to the subject matter contained herein. This Agreement may not be
amended, changed or modified, in whole or in part, except by an instrument in writing signed by
Lender and by NELA.



10.    Captions. The captions and headings of the paragraphs of this Agreement are for
convenience and reference only and may not be used to interpret or define the provisions hereof.



11.    Indemnification by Lender. Lender shall indemnify and hold NELA harmless from and
against any and all losses, liabilities, obligations, damages, penalties, claims, actions, suits,
costs, and expenses, including reasonable attorneys’ fees or loss of collection fees, incurred by
or asserted against NELA, which arise out of or relate to the acts or omissions of Lender in
performing its obligations under this Agreement; Lender’s violation of the Act or Policies;
Lender’s material failure to comply with its obligations under this Agreement; the assertion by a
borrower of any claim or defense which could have been asserted against the Lender, whether or not
such claim or defense existed at the date of execution of this Agreement or the promissory note by
the borrower; or any act or omission by Lender that results in a refusal by the U.S. Department of
Education to reinsure a Loan originated or held by Lender and guaranteed under this Agreement. Upon
request by NELA, the Lender, at its expense, shall undertake or assume the defense of any action in
which any such claim described herein is asserted against NELA. This indemnification provision
shall survive any termination of this Agreement.



12.    Indemnification by NELA. NELA hereby indemnifies and holds Lender harmless against any
and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, and
expenses, including reasonable attorneys’ fees and expenses, incurred by or asserted against
Lender, which arise out of or relate to the acts or omissions of NELA in performing its obligations
under this Agreement; NELA’s violation of the Act or Regulations; or NELA’s material failure to
comply with its obligations under this Agreement. Upon request by Lender, NELA, at its expense,
shall undertake or assume the defense of any action in which any such claim described in this
Section 12 is asserted against Lender. This indemnification provision shall survive any termination
of this Agreement.





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13.    Assignment and Successors. The rights and obligations of NELA under this Agreement
shall inure to the benefit of and be binding upon its successors and assigns. The rights and
obligations of Lender hereunder are non-assignable except in accordance with Policies, Regulations
or Act.



14.    Notices. Any notice required under this Agreement shall be sufficient if in writing and
sent by certified or registered mail, postage prepaid, to the following address:




	 	 	 
	          If to Lender:

	 	Consolidation Loan Funding, LLC

c/o CLF Management Corp.

5005 Wateridge Vista Drive, Suite 150

San Diego, CA 92121

Attn: Ryan Katz
	 
	 	 
	          With a copy to:

	 	The Bank of New York Trust Company of Florida

10161 Centurion Parkway, 2nd Floor

Jacksonville, Florida 32256

Attn: Corporate Trust Manager
	 
	 	 
	          If to NELA:

	 	Northwest Education Loan Association

190 Queen Anne Avenue N., Suite 300

Seattle, WA 98109

Attn: Vice President, Program Services
	 
	 	 
	          With a copy to:

	 	Northwest Education Loan Association

190 Queen Anne Ave. N., Suite 300

Seattle, WA 98109

Attn: General Counsel





15.    Attorneys’ Fees. If any dispute arises from the performance or breach of any term of this
Agreement, whether or not any suit or arbitration proceeding is commenced, then the prevailing
party shall be entitled to its reasonable attorneys’ fees and costs.



16.    Governing Law. This Agreement is made and shall be construed and enforced in accordance with,
the laws of Washington State without regard to its conflicts of law principles.



17.    Survival of Terms. Upon termination of all or any part of this Agreement, those provisions of
the Agreement which by their terms are intended to extend beyond the termination of the Agreement
shall remain in full force and effect.



IN WITNESS WHEREOF, NELA and the Lender have each caused this instrument to be executed by their
respective authorized officers and to take effect on the date and year first above written.




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	THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A., AS
ELIGIBLE LENDER TRUSTEE FOR
CONSOLIDATION LOAN FUNDING, LLC




	 	NORTHWEST EDUCATION LOAN

ASSOCIATION
	By: /s/ Tricia Heintz

	 	By: /s/ Jennifer L. Freimund
	 

	 	 
	Signature



Tricia Heintz

	 	Jennifer L. Freimund

Vice President,

Program Services
	Print or Type Name
	 	 
	 
	Vice President
	 	 
	Title
	 	 





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CERTIFICATE OF COMPREHENSIVE INSURANCE



For Consolidation Loans made in accordance with Title IV, Part B of the Higher Education Act of
1965, as amended.



The Northwest Education Loan Association, hereinafter referred to as “NELA”, certifies that all
consolidation loans made by The Bank of New York Trust Company of Florida, as eligible lender
trustee for Consolidation Loan Funding, LLC hereinafter referred to as the “Lender”, in conformity
with the requirements of Part B of Title IV of the Higher Education Act of 1965, as amended, are
fully guaranteed against loss of principal and interest by NELA, provided:



18.    That the Lender has determined to its satisfaction, in accordance with reasonable and prudent
business practices, for each loan being consolidated:





	 	(a)  	that the loan is a legal, valid and binding obligation of the borrower;
	 
	 	(b)  	that each such loan was made and serviced in compliance with applicable laws
and regulations; and
	 
	 	(c)  	that the guarantee of such loan is in full force and effect.




19.    That the consolidation loan(s) have been or will be made on or after April 1, 2002, but no
later than September 30, 2002.



20.    That the total unpaid principal amount of all consolidation loans made under this certificate
will not exceed three hundred million dollars ($300,000,000.00).



21.    That, if the Lender, prior to the expiration of this certificate, no longer proposes to make
consolidation loans, the lender will so notify NELA in order that the certificate may be
terminated. Such termination shall not affect the guarantee on any consolidation loan made prior to
the termination.



22.    That the Lender’s loan consolidation program practices are subject to NELA’s Guaranteed Student
Loan Program Lender Participation Limitation, Suspension or Termination procedures. The guarantee
on any consolidation loan(s) made under this certificate prior to NELA’s imposition of a
limitation, suspension or termination action shall not be affected by such action.



23.    That the Lender complies with NELA’s reporting requirements specified in the NELA rules.



24.    That the Lender complies with the terms set forth in the Lender Participation Agreement for
Consolidation Loans.



NELA’s office at 190 Queen Anne Avenue N., Suite 300, Seattle Washington 98109 is designated as the
location where guarantee claims will be processed and other related administrative functions
performed.


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NORTHWEST EDUCATION LOAN ASSOCIATION




	 	 	 
	By /s/ Jennifer L. Freimund

	 	Date April 1, 2002
	
Jennifer L. Freimund

Vice President, Program Services
	 	 





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Northwestern Education Loan Association




AGREEMENT TO GUARANTEE LOANS




     This Agreement to Guarantee Loans (“Agreement”), to be effective the 1st day of April, 2002,
is by and between The Bank of New York Trust Company of Florida, N.A., as eligible lender trustee
for Consolidation Loan Funding, LLC (“Lender”), and Northwest Education Loan Association, a
Washington nonprofit corporation (“NELA”).



RECITALS




     A.    NELA is a private nonprofit guaranty and service agency operating under the Federal Family
Education Loan (“FFEL”) Program to provide, promote and facilitate student loans for the benefit of
the citizens and students of institutions of higher education situated in NELA’s area of service.



     B.    Lender wishes to secure the NELA guarantee on eligible loans made to students pursuing
programs of higher education, and to parents of dependent undergraduate and graduate students.



     C.    The FFEL Program includes the Stafford (formerly SLS), PLUS and Consolidation Loan
Programs. The requirements for each of these loan programs vary. The program variations include
different interest rates, different application procedures and forms, and different terms.



     D.    Lender is an eligible lender as defined in the Act, and has full legal authority to enter
into an agreement for the performance of the guarantee services described in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises described
below, the parties hereto agree as follows:



     1.    Applicable Policies, Regulations, and Act. The performance of this Agreement is
governed by the applicable Regulations promulgated by the Secretary of Education (“Secretary”), as
now or hereafter amended (34 C.F.R. 668 and 34 C.F.R. 682) (“Regulations”); and Title IV, Part B of
the Higher Education Act of 1965, as now or hereafter amended (20 U.S.C. § 1071-1087-2) (“Act”).
The performance of the parties hereunder shall also be governed by the Common Manual: Unified
Student Loan Policy, as amended and updated from time to time and any other policies adopted and
issued by NELA describing the administration of its loan guarantee program (the “Policies”). If
NELA adopts any policies different from or in addition to those stated in the Common Manual, NELA
shall give notice to the Lender, by certified mail, return receipt requested, of any such amendment
or revision. Lender shall not be bound by any such amendments issued by NELA if it has not
received such notice. The Policies, Regulations and Act are hereby incorporated into this
Agreement, with the same force and effect as if they were found in the body of the Agreements
itself.



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     2.    NELA Guarantee. NELA agrees to guarantee eligible FFEL Program loans purchased or
acquired by Lender after the effective date of this Agreement, and eligible PLUS and Stafford loans
made by Lender after the effective date of this Agreement, provided that such loans are eligible
for guarantee and approved by NELA. For purposes of this Agreement, eligibility shall be
determined by, and in accordance with, the Policies, Regulations, and Act. Lender understands and
agrees that NELA’s agreement to guarantee loans in this Agreement does not apply to Consolidation
Loans originated by Lender. NELA reserves the right, to be exercised in its sole discretion, to
refuse to guarantee any loan.



     3.    Lender’s Obligations and General Warranties. With respect to loans made,
purchased, or held by Lender, Lender and any third party conducting loan-servicing activities on
behalf of Lender, agree and warrant as follows:



          3.1    Lender will comply with all the Policies, Regulations and provisions of the Act
appropriate to the respective Programs; and




          3.2    All actions taken by Lender, including but not limited to making, servicing, or collecting
on those loans, are in compliance with the Policies, the Regulations, the Act, and all other local,
state and federal laws and regulations for loan servicing, including collection activities.




     4.    Warranties Made Upon Assignment of Promissory Note. With respect to any promissory
note guaranteed by NELA, the Lender hereby agrees and warrants that upon assignment of such note by
Lender to NELA or to any third party:



          4.1    The obligations of the borrower(s) and any endorser upon such note are valid and
enforceable in accordance with the terms of the note, and not subject to any defenses;




          4.2    All information furnished to NELA in connection with such promissory note is, in all
material aspects, true and accurate;




          4.3    The promissory note qualified for insurance under the FFEL Program;




          4.4    The Lender has complied with the Policies, Regulations, the Act and all other applicable
laws and regulations with respect to the promissory note and the loan; and




          4.5    If the note is further assigned by any party, the warranties made by the Lender upon
assignment to NELA shall inure to and benefit all such assignees including NELA and the federal
government.




     5.    Lender’s Obligation to Secure Interest Reductions for Borrower. Lender
acknowledges that pursuant to the Policies, Regulations and Act, Lender is obligated to assist
borrowers under the FFEL Program in securing reductions in their obligations to pay interest on
loans made or held by Lender if such interest is eligible for subsidy under the Policies,
Regulations, or Act.



     6.    Amendments. From time to time the federal government may amend the Act, or the
Secretary may amend or repeal any of the Regulations. This Agreement shall continue in full



2









 



force
and effect, and any such change in the Act or Regulations shall be incorporated into it, unless a
party gives notice of termination of this Agreement within thirty days of any such change, and
specifies the amendment or repeal of the Act or Regulation as the reason for terminating the
Agreement. Any government action to amend or repeal the Act or regulations constitutes notice to
the parties of such change, the NELA shall not be responsible for notifying Lender of any such
change.




     7.    Termination.



          7.1    Either party may terminate this Agreement without cause by providing written notice to the
other party specifying the date of termination at least thirty (30) days prior to the intended date
of termination. This Agreement will automatically terminate sixty (60) days after receipt by NELA
of a statement that Lender no longer intends to make Consolidation Loans under this Agreement.




          7.2    Upon termination, the relationship between NELA and Lender created by this Agreement shall
cease on the termination date except as provided herein. Termination will affect the guarantee of
NELA or the obligations of Lender as to loans guaranteed prior to the termination date under the
Agreement, except in accordance with the Act, Regulations, or Policies. Such guarantee and
obligations, including, but not limited to, the obligation to allow NELA and the Secretary access
to records, shall continue in full force and effect under the terms of the Agreement between NELA
and Lender which was in force at the time each particular loan was initially held by Lender.




     8.    Breaches.



          8.1    Upon material breach by Lender of this Agreement, whether of the provisions found in the
Agreement itself or its incorporated provisions, NELA is entitled to suspend or withdraw its
guarantee, in part or entirely, as to the loan or loans affected by the breach, provided that NELA
has notified Lender of such breach and Lender has failed to cure such breach within thirty (30)
days of such notice.




          8.2    A material breach by Lender shall be a defense by NELA to any claim or action by Lender
upon the guarantee of a loan directly affected by the material breach.




          8.3    Upon any breach by Lender, whether material or not, of any provisions of this Agreement,
including those incorporated by reference, NELA is entitled to written assurance from Lender that
the breach has been remedied.




          8.4    The waiver by any party of any breach of any provision of this Agreement shall not operate
or be construed as waiver of any provision as to any subsequent breach.




     9.    Severability.



          9.1    This Agreement. If any term, covenant, condition, or provision of this Agreement
or the application thereof to any person or circumstance shall, at any time, or to any extent, be
determined invalid or unenforceable, the remaining provisions hereof shall not be affected thereby
and shall be deemed valid and fully enforceable to the extent provided by law.





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          9.2    Policies, Regulation and Act. If any provisions of the Policies, Regulations, or
the Act are rescinded, repealed, withdrawn, held to be invalid, or otherwise rendered inoperative,
the remaining provisions are not affected, and shall continue in full force.




     10.    Entire Agreement; Modifications. This Agreement, including any incorporated
provisions, constitutes the entire understanding between the parties and supersedes any prior
written or oral understanding between them. This Agreement may not be amended, changed, or
modified, in whole or in part, except by an instrument in writing signed by Lender and by NELA.



     11.    Captions. The captions and headings of the paragraphs of this Agreement are for
convenience and reference only and may not be used to interpret or define the provisions hereof.



     12.    Indemnification by Lender. Lender shall indemnify and hold NELA harmless from and
against any and all losses, liabilities, obligations, damages, penalties, claims, actions, suits,
costs, and expenses, including reasonable attorneys’ fees or loss of collection fees, incurred by
or asserted against NELA, which arise out of or relate to the acts or omissions of Lender in
performing its obligations under this Agreement; Lender’s violation of the Act or Policies;
Lender’s material failure to comply with its obligations under this Agreement; the assertion by a
borrower of any claim or defense which could have been asserted against the Lender, whether or not
such claim or defense existed at the date of execution of this Agreement or the promissory note by
the borrower; or any act or omission by Lender that results in a refusal by the U.S. Department of
Education to reinsure a Loan originated or held by Lender and guaranteed under this Agreement.
Upon request by NELA, the Lender, at its expense, shall undertake or assume the defense of any
action in which any such claim described herein is asserted against NELA. This indemnification
provision shall survive any termination of this Agreement.



     13.    Indemnification by NELA. NELA hereby indemnifies and holds Lender harmless
against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs, and expenses, including reasonable attorneys’ fees and expenses, incurred by or asserted
against Lender, which arise out of or relate to the acts or omissions of NELA in performing its
obligations under this Agreement; NELA’s violation of the Act; or NELA’s material failure to comply
with its obligations under this Agreement. Upon request by Lender, NELA, at its expense, shall
undertake or assume the defense of any action in which any such claim described herein is asserted
against Lender. This indemnification provisions shall survive any termination of this Agreement.



     14.    Assignment and Successors. The rights and obligations of NELA under this
Agreement shall inure to the benefit of and be binding upon its successors and assigns. The rights
and obligations of Lender hereunder are nonassignable except in accordance with the Policies,
Regulations or Act.



     15.    Notices. Any notice required under this Agreement shall be sufficient if in
writing and sent by certified or registered mail, postage prepaid, to the applicable address below:



	 	 	 
	          If to Lender:

	 	Consolidation Loan Funding, LLC

c/o CLF Management Corp.

5005 Wateridge Vista Drive, Suite 150

San Diego, CA 92121

Attn: Ryan Katz






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	          With a copy to:

	 	The Bank of New York Trust Company of Florida

10161 Centurion Parkway, 2nd Floor

Jacksonville, Florida 32256

Attn: Corporate Trust Manager
	 
	 	 
	           If to NELA:

	 	Northwest Education Loan Association

190 Queen Anne Avenue N., Suite 300

Seattle, WA 98109

Attn: Vice President, Program Services
	 
	 	 
	          With a copy to:

	 	Northwest Education Loan Association

190 Queen Anne Ave. N., Suite 300

Seattle, WA 98109

Attn: General Counsel






     16.    Attorneys’ Fees. If any dispute arises from the performance or breach of any term
of this Agreement, whether or not any suit or arbitration proceeding is commenced, then the
prevailing party shall be entitled to its reasonable attorneys’ fees and costs.



     17.    Governing Law. This Agreement is made and shall be construed and enforced in
accordance with, the laws of Washington State without regard to its conflicts of law principles.



     18.    Cumulative Remedies. No remedy conferred upon or reserved by any party hereto is
intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative
and in addition to any other remedy given under this Agreement or existing at law or in equity or
by statute on or after the date of this Agreement including, without limitation, the right to such
equitable relief by way of injunction; mandatory or prohibitory, to prevent the breach or
threatened breach of any of the provisions of this Agreement or to enforce the performance hereof.



     19.    Survival of Terms. Upon termination of all or any part of this Agreement, those
provisions of the Agreement which by their terms are intended to extend beyond the termination of
the Agreement shall remain in full force and effect.



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     IN WITNESS WHEREOF, NELA and the Lender have each caused this instrument to be executed by
their respective authorized officers on the date and year first above written.






	 	 	 
	THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A., AS
ELIGIBLE LENDER TRUSTEE FOR
CONSOLIDATION LOAN FUNDING, LLC




	 	NORTHWEST EDUCATION LOAN

ASSOCIATION
	By:
/s/ Tricia Heintz

	 	By: /s/ Jennifer L.
Freimund
	 

	 	 
	Signature



Tricia Heintz

	 	Jennifer L. Freimund

Vice President,

Program Services
	Print or Type Name
	 	 
	 
	Vice President
	 	 
	Title
	 	 







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