GREAT LAKES HIGHER
EDUCATION SERVICING CORPORATION
Student Loan Origination and Servicing
Agreement
This Agreement, is made as of April 24, 2000, between the
GREAT LAKES HIGHER EDUCATION SERVICING CORPORATION ("Great Lakes"),
a non-profit corporation, BANK ONE NATIONAL ASSOCIATION, SOLELY AS
TRUSTEE FOR COLLEGE LOAN CORPORATION, Lender #833733 (the
"Lender"), an eligible institution engaged in providing loans
("Loans") to students and parents under Title IV, Part B of the
Higher Education Act of 1965, as amended (hereinafter the "Act"),
and College Loan Corporation
W I T N E S S E T H
Whereas, Great Lakes has established a program for
originating and servicing Loans under the Act, and
Whereas, the Lender desires that Great Lakes service
Loans which are made or purchased by the Lender and which are
covered by the Act, according to the terms and conditions set forth
herein.
Now Therefore, in consideration of the promises and the
terms and conditions set forth herein, the Lender agrees as
follows:
1. Loans to be Serviced. Great Lakes and the Lender agree
that Great Lakes shall service all Loans covered by the Act which
are made or purchased by the Lender and which are guaranteed by
Great Lakes Higher Education Guaranty Corporation, and which are
submitted to Great Lakes by the Lender and accepted by Great Lakes
for servicing. Lender shall exclusively determine which loans it
makes or purchases.
2. Great Lakes' Duties as Originator.
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(a)
Origination of Loans . Great Lakes agrees with Lender to
provide the following origination and disbursement services as
directed by the Lender and otherwise consistent with the
requirements of the Act and all regulations issued by the U.S.
Department of Education or by the guarantor to implement the Act
and to coordinate processing as required to enable guarantee by
Great Lakes Higher Education Guaranty Corporation ("GLHEGC").
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(1)
Great Lakes agrees to coordinate with GLHEGC the processing of all
properly completed Loan applications within one business day after
receipt of all required information from the borrower, the school,
and, for PLUS loans, the credit bureau. This standard shall be met
if 90% of all Loans are processed within this one day period. Loan
application forms shall identify the Lender and shall be sent to a
separate post office box, as provided on the Loan application
form.
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(2)
If either the Loan application form or the promissory note are not
properly completed, Great Lakes shall promptly notify the school or
the borrower, whomever is appropriate, to resolve the
deficiencies.
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(3)
Great Lakes will perform a credit check to determine whether or not
PLUS borrowers have adverse credit as required by the Act. If there
is no indication of adverse credit, Great Lakes will document this
finding and will submit the loan information to GLHEGC for
guarantee processing.
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If
adverse credit is indicated, Great Lakes will report this
information to the Lender and will return the application to the
Lender. It is the Lender's responsibility to provide the borrower
with a credit denial letter and to meet all other legal or
regulatory requirements with respect to such denied loans.
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(4)
If the Loan application form and note are properly completed:
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(i)
Great Lakes will coordinate GLHEGC's processing of the Loan for
guarantee.
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(ii)
Upon guarantee of the Loan, Great Lakes as Lender's agent shall
prepare a disclosure statement in accordance with federal
regulations and shall make the required disbursements of the Loan.
These disbursement checks shall be drawn against a checking account
maintained by Great Lakes. The Lender shall fund this account on a
daily basis by an ACH transfer initiated by Great Lakes to cover
all disbursements made that day. Great Lakes will pay all
transaction costs associated with the account including the cost of
standard checks and will receive all investment earnings on
balances existing from time to time in the account. Great Lakes
will reconcile the account and will confirm that all disbursements
are included in the regular periodic reports provided to the
Lender. Great Lakes will also manage the payment of guaranty fees
on behalf of the Lender.
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(iii)
Great Lakes shall mail the check and two copies of the disclosure
statement to the school. One copy of the disclosure statement will
be provided to the student along with the disbursement check, and
the other copy will be retained by the school. For schools with
whom the Lender has authorized Great Lakes to process Electronic
Funds Transfers, Great Lakes agrees to perform those lender duties
and responsibilities specified in the Common Manual.
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(iv)
Great Lakes shall provide and/or coordinate the mailing of
appropriate reports regarding Loans to the Lender, including
guaranty activity reports, check registers, and disbursement
reports.
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(1)
Great Lakes shall capture and retain a copy of each promissory note
and each disclosure statement on its image system and shall store a
backup image copy in a remote facility.
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(2)
Great Lakes shall hold the original Loan documents, including the
original promissory note, a copy of the Loan application and the
disclosure statement for safekeeping. In addition, Great Lakes
shall maintain proof of each disbursement for each loan.
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3. Great Lakes' Duties as Servicer.
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(a)
Great Lakes as servicer of the Loans shall perform all of the
Lender's obligations as holder of Loans as required by the Act and
all regulations issued by the U.S. Department of Education or by
the guarantor to implement the Act. Great Lakes shall have full
power to sign and act on the Lender's behalf as the Lender's agent
in all transactions with borrowers serviced hereunder. Lender does
hereby authorize, constitute, and appoint Great Lakes on its behalf
and as its attorney in fact, to endorse those promissory notes for
which a claim has been filed with the guarantor. Great Lakes will
carry out its responsibilities hereunder in a diligent and lawful
manner.
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(b)
Great Lakes shall complete all forms and reports required by the
U.S. Department of Education and by Great Lakes Higher Education
Guaranty Corporation.
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(c)
Great Lakes shall prepare a "Lender's Request for Payment of
Interest and Special Allowance" to be used by the Lender in billing
the U.S. Department of Education (the "Department") for interest
and the special allowance for all eligible loans on a quarterly
basis. Great Lakes agrees to submit the billing to the Lender
within 30 days following the last day of each quarter (March 31,
June 30, September 30, December 31).
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Great
Lakes shall accrue and capitalize interest on those Loans not
eligible for interest subsidy.
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(d)
Great Lakes shall verify the current status of all borrowers not
less often than annually through direct contact with each borrower
to ensure correct account information. Great Lakes shall also seek
to verify the borrower's status by direct or indirect contact with
educational institutions.
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(e)
Great Lakes shall respond to all borrower inquiries in a prompt,
courteous and thorough manner.
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(f)
When a Loan becomes due for repayment, Great Lakes shall prepare a
payment schedule and disclosure statement and mail it to the
borrower for signature(s). Prior to the first payment due date,
repayment coupons will be prepared and sent to the borrowers.
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(g)
Great Lakes shall post to the borrower's account all payments of
principal, interest and other charges. All collections made
hereunder shall be remitted by an ACH transaction to the Lender no
less often than three times per month, and no less often than once
every 15 days.
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(h)
Great Lakes shall provide reports to the Lender of all monetary
transactions as well as periodic summary and account information as
required in the "Lender Service Manual" including such items
as:
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(1)
Detailed periodic reports to support all cash transactions
processed;
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(2)
Monthly portfolio summary reports and supporting data listings;
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(3)
A monthly listing of delinquent accounts; and
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(4)
A quarterly report of billings to the U. S. Department of Education
for interest and special allowances.
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(5)
Monthly performance report including Great Lakes' standards and
actual performance compared to standards.
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(i)
Great Lakes shall automatically credit the Lender's account
whenever a borrower overpays an account by less than $5.00, and the
Lender, at its discretion, can reimburse the borrower. When the
overpayment is more than $5.00, Great Lakes shall remit the
overpayment directly to the borrower.
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When a
borrower's balance owing is less than $10.00, Great Lakes may, at
its discretion, write-off the balance.
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(j)
Great Lakes shall handle all required borrower contact functions
and shall meet all servicing "due diligence" requirements, as that
term is used under the Act and implementing regulations. Such
functions include, for example, skip tracing, contacting delinquent
borrowers, handling borrower requests for extensions or deferments,
and preparing and processing claims, including death, disability,
default, closed school, false certification and bankruptcy
claims.
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(k)
Great Lakes agrees to prepare and submit all papers and documents
necessary to strictly follow reimbursement procedures specified in
the guarantor's Common Manual upon default of borrower and further
agrees to promptly remit proceeds to Lender upon receipt from the
guarantor.
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4. Lender's Responsibilities. Lender agrees to promptly
notify Great Lakes of any transactions involving the Lender and the
borrower and/or changes in status or demographic data on any of its
accounts if received from sources other than Great Lakes. Lender
specifically agrees to promptly notify Great Lakes of any
bankruptcy action taken with respect to any Loan.
5. Fees. The Lender agrees to pay Great Lakes the fees
established by Great Lakes from time to time for services rendered
pursuant to this Agreement. The current fee schedule is attached to
this Agreement as Schedule A. Increases or decreases in such
schedule may be made from time to time; provided, however, that no
change shall be made for one year from the date of this Agreement,
and the Lender shall be given 60 days written notice prior to the
effective date of any change in the fee schedule. Such effective
date shall be the beginning of a calendar quarter (April 1, July 1,
October 1, January 1). Statements for services rendered will be
provided on a monthly basis and are payable upon receipt.
6. Liability. Great Lakes shall exercise reasonable care
and due diligence in performing the services required by this
Agreement. To the extent that Great Lakes is required to appear in,
or is made a defendant in any legal action or other proceeding
commenced by a party other than Lender with respect to any matter
arising hereunder, Lender shall indemnify and hold Great Lakes
harmless from all loss, liability and expense (including reasonable
attorney's fees) except for any loss, liability or expense arising
out of or relating to Great Lakes' acts or omissions with regard to
the performance of services hereunder. Subject to paragraph 14
below, Great Lakes shall indemnify and hold Lender harmless from
all loss, liability and expense (including reasonable attorney's
fees) arising out of or relating to Great Lakes' acts or omissions
with regard to the performance of services hereunder provided,
however, that Great Lakes shall not be liable in the performance of
such services except for its negligence or misconduct and provided
further that in no event shall Great Lakes be responsible or liable
for any consequential damages with respect to any matter whatsoever
arising out of this Agreement.
Either
party shall have the right to mitigate its liability under this
Agreement by taking such actions as may be appropriate, including
but not limited to the performance.
Except
as to loans originated pursuant to section 2(a), Great Lakes does
not assume, and acceptance for servicing shall not result in, any
responsibility for the correctness or completeness of Loan-related
papers tr