Exhibit 99.8
GREAT LAKES EDUCATIONAL LOAN
SERVICES, INC.
Student Loan Servicing
Agreement
This agreement (this
“Agreement”) is made as of October 1, 2005, between
GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. (“Great
Lakes”) and GOAL CAPITAL FUNDING TRUST, a Delaware statutory
trust (the “Lender”) for which Wilmington Trust Company
serves as Delaware trustee, as beneficial owner of loans legal
title to which will be held by JPMorgan Chase Bank, N.A., as
eligible lender trustee (the “Eligible Lender
Trustee”), Lender #834226, and which is 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 (the
“Act”).
WITNESSETH:
Whereas , Great Lakes has established a program for
servicing Loans under the Act; and
Whereas , the Lender desires that Great Lakes service
Loans that are purchased by the Lender and that 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 that are made or purchased by the Lender, that are
guaranteed by Great Lakes Higher Education Guaranty Corporation
(“GLHEGC” or the “Guarantor”) and that are
submitted to Great Lakes by the Lender and accepted by Great Lakes
for servicing.
2. Great Lakes’ Duties as
Servicer.
(a) Great Lakes, as servicer of the
Loans, shall perform all of the Lender’s obligations as
holder of the Loans as required by the Act and all regulations
issued by the U.S. Department of Education (the
“Department”) 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. The 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.
(b) Great Lakes shall complete all
forms and reports required by the Department and by
GLHEGC.
(c) Great Lakes shall prepare a
“Lender’s Interest and Special Allowance Request and
Report-LaRS” to be used in billing the Department for
interest and the special allowance for all eligible Loans on a
quarterly basis. Great Lakes agrees to submit the electronic report
to the Department within 30 days following the last day of each
calendar quarter (March 31, June 30, September 30,
December 31).
Great Lakes shall accrue and
capitalize interest on those Loans not eligible for interest
subsidy.
(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.
(e) Great Lakes shall respond to all
borrower inquiries in a prompt, courteous and thorough
manner.
(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 borrower.
(g) Great Lakes shall collect when
and as due and remit to the Lender all principal, interest, charges
and fees (including late fees) owed by borrowers. Great Lakes shall
post to each borrower’s account all payments of principal,
interest and other charges. Cash receipts shall be remitted to the
Lender daily via an ACH transfer initiated by Great Lakes the day
after collection. In the event that Great Lakes services Loans that
secure more than one series or class of bonds or other indebtedness
of the Lender, Great Lakes will report all payment allocations
separately by financing.
(h) Great Lakes shall provide
reports via email to the Lender and the Eligible Lender Trustee of
all monetary transactions, as well as periodic summary and account
information as required in the “Lender Service Manual,”
including such items as:
(1) Detailed periodic reports to
support all cash transactions processed;
(2) Monthly portfolio summary
reports and supporting data listings;
(3) A monthly listing of delinquent
accounts; and
(4) A quarterly report of billings
to the Department for interest and special allowances.
(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.
When a borrower’s balance owing is less than $10.00, Great
Lakes may, at its discretion, write off the balance.
(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,
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handling borrower requests for extensions or
deferments, and preparing and processing claims, including death,
disability, default, closed school, false certification and
bankruptcy claims.
(k) Great Lakes agrees to prepare
and submit all papers and documents necessary to strictly follow
reimbursement procedures specified in “Common Manual: Unified
Student Loan Policy” upon default of borrower and further
agrees to promptly remit proceeds to the Lender upon receipt from
the Guarantor.
3. Lender’s Responsibilities. The
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. The Lender specifically agrees to promptly
notify Great Lakes of any bankruptcy action taken with respect to
any Loan.
4. 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 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.
5. Liability. Great Lakes shall exercise
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 the Lender with respect to any
matter arising hereunder, the Lender shall indemnify and hold Great
Lakes harmless from all loss, liability and expense (including
reasonable attorneys’ 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 Section 13 below, Great Lakes shall
indemnify and hold the Lender harmless from all loss, liability and
expense (including reasonable attorneys’ 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,
reperformance.
If, within a twelve (12)-month
period beginning on the date a claim is denied or would have been
denied if filed timely, or a cure should be initiated pursuant to
the terms of this Agreement, Great Lakes is unable to cure a Loan
or to demonstrate that none of the stated reasons for claim denial
is attributable to Great Lakes, Great Lakes will purchase the
subrogated rights to collect on such Loan from the Lender. Upon
payment by Great Lakes of the sum of the unpaid principal amount
plus interest and special allowance foregone by the Lender at the
applicable rate at the time of purchase, the Loan shall be
considered a “Subrogated Loan” and shall no longer be
considered a “Loan” as defined in this
Agreement.
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For any Subrogated Loan for which
insurance is reinstated in accordance with the Guarantor’s
policies, the Lender will pay Great Lakes an amount equal to the
principal balance of the Subrogated Loan, including any unreinsured
interest that may have been capitalized, insured accrued interest
and special allowance collectible. After such payment, the
subrogation right purchased by Great Lakes is void and such Loan
shall be deemed a Loan subject to this Agreement and will no longer
be a Subrogated Loan.
Except as to Loans originated by
Great Lakes, Great Lakes does not assume, and acceptance for
servicing shall not result in, any responsibility for the
correctness or completeness of loan-related papers transmitted to
Great Lakes as a part of or in conjunction with the commitment of
any Loans to Great Lakes for servicing, and Great Lakes shall not
be responsible for any procedural errors or omissions (including
due diligence violations) that may have occurred prior to
initiation of servicing of a Loan hereunder by Great
Lakes.
6. Confidentiality. Information about
each borrower furnished to Great Lakes hereunder is furnished upon
the express condition that the information will be kept
confidential by Great Lakes. All such information, except as may be
otherwise required by statute, by court order or as may be
necessary in Great Lakes’ reasonable judgment to the
perfor
