EXHIBIT 99.3
[NAME OF SUBSERVICER]
STUDENT LOAN ORIGINATION AND SERVICING AGREEMENT
THIS AGREEMENT is made as of _________ __, 200_ (the "Agreement"), between [NAME
OF SUBSERVICER] ("SUBSERVICER") and GMAC COMMERCIAL HOLDING CAPITAL CORP.
("CAPITAL CORP.").
W I T N E S S E T H:
WHEREAS, Great Lakes has established a program for servicing student loans
originated under Title IV, Part B of the Higher Education Act, as amended (the
"Act"); and
WHEREAS, Capital Corp. desires that Subservicer service student loans which are
purchased by and owned by Capital Corp. or, GMAC ELF LLC (Lender Number 834012)
and GMAC Education Loan Funding Trust-I (Lender Number 833955) and any other
affiliate of Capital Corp. (collectively, the "Affiliates") and which are
covered by the Act (the "Loans"), according to the terms and conditions set
forth herein.
NOW THEREFORE, in consideration of the promises and the terms and conditions set
forth herein, Capital Corp. and Subservicer agree as follows:
1. LOANS TO BE SERVICED. Subservicer and Capital Corp. agree that Subservicer
shall service all Loans covered by the Act which are purchased and owned by
Capital Corp. or any Affiliate and which are guaranteed by [NAME OF GUARANTY
AGENCY] (the "Guarantor"), and which are submitted to Subservicer by Capital
Corp. and accepted by Subservicer for servicing.
2. SUBSERVICER'S DUTIES AS SERVICER.
(a) Subservicer, as servicer of the Loans, shall perform all of the
obligations of Capital Corp. or its Affiliates as holder of 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. Subservicer shall have
full power to sign and act on Capital Corp.'s behalf as Capital Corp.'s agent or
on the Affiliate's behalf as the Affiliate's agent, as applicable, in all
transactions with borrowers of Loans serviced hereunder. Capital Corp. does
hereby authorize, constitute, and appoint Subservicer on its behalf or on behalf
of the Affiliates and as their attorney in fact, to endorse those promissory
notes for which a claim has been filed with the Guarantor. Subservicer will
carry out its responsibilities hereunder in a diligent and lawful manner.
(b) Subservicer shall complete all forms and reports required by the
Department and by the Guarantor.
(c) Subservicer shall prepare on behalf of Capital Corp. or its Affiliates,
the "Request for Payment of Interest and Special Allowance" to be used in
billing the Department for interest and the special allowance for all eligible
Loans on a quarterly basis. Subservicer agrees to submit the billing to the
Department within 30 days following the last day of each quarter (March 31,
June 30, September 30, December 31). In the event that Subservicer does not
submit the billing to the Department within 30 calendar days following the last
day of each quarter, and such failure is not attributable to action or inaction
by Capital Corp., any Affiliate or the Department, Capital Corp. shall be
entitled to payment by Subservicer of penalty interest. Such penalty interest
shall be calculated on the actual amount of interest subsidies and special
allowance payments which Capital Corp. or an Affiliate is entitled to receive
from the Department on the Loans covered by the billing report and for the time
period between such 30th day through the date that said billing report is filed
with the Department by Subservicer using the LIBOR rate, as quoted in the WALL
STREET JOURNAL, for the period closest in term to the actual number of days
covered by penalty period.
Subservicer shall accrue and capitalize interest on those Loans not
eligible for interest subsidy.
(d) Subservicer shall verify the current status of all borrowers of Loans
not less often than annually through direct contact with each borrower to ensure
correct account information. Subservicer shall also seek to verify the
borrower's status by direct or indirect contact with educational institutions.
(e) Subservicer shall respond to all borrower inquiries in a prompt,
courteous and thorough manner.
(f) When a Loan becomes due for repayment, Subservicer 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.
(g) Subservicer shall post to the borrower's account all payments of
principal, interest and other charges. All collections made hereunder shall be
remitted as directed by Capital Corp. via ACH transfer initiated by Subservicer
each Business Day after collection.
(h)(i) Subservicer shall provide reports to Capital Corp. of all monetary
transactions as well as periodic summary and account information as required in
the "Lender Service Manual" including such items as:
(A) Detailed periodic reports to support all cash transactions
processed;
(B) Monthly portfolio summary reports and supporting data listings;
(C) A monthly listing of delinquent accounts; and
(D) A quarterly report of xxxxxxxx to the Department for interest
and special allowances.
The items described in (A), (B), and (C) shall be provided to Capital Corp.
and any designated Affiliates or third party by no later than the 5th Business
Day of each month. The act of sending the reports described in this Section (h)
shall constitute certification as to the accuracy of such reports.
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(ii) Subservicer agrees to promptly furnish to Capital Corp. and
any designated Affiliates or third party, from time to time upon
request, such information, reports, and financial statements within
its control related to this Agreement and the Loans as Capital
Corp. reasonably deems appropriate to prepare and file all
necessary reports (i) required to be filed with the Securities and
Exchange Commission, (ii) requested in connection with the
Xxxxxxxx-Xxxxx Act of 2002 or (iii) required by any Indenture (as
defined hereafter) relating to any Affiliate. Capital Corp. agrees
to reimburse Subservicer for its costs in providing such
information.
(iii) Subservicer agrees to provide to Capital Corp., upon request,
on or before March 15 of each year beginning March 15, 2004, an
annual Compliance Certificate certifying in form and substance the
information set forth in Exhibit B hereto. Execution and delivery
of the annual Compliance Certificate by Subservicer shall
constitute compliance with this Section(h)(iii).
(i) Subservicer shall automatically credit Capital Corp.'s account whenever
a borrower overpays an account by less than $5.00, and Capital Corp., at its
discretion, can reimburse the borrower. When the overpayment is more than $5.00,
Subservicer shall remit the overpayment directly to the borrower. When a
borrower's balance owing is less than $10.00, Subservicer may, at its
discretion, write-off the balance.
(j) Subservicer 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.
(k) Subservicer 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 Capital Corp. or its designee upon receipt from the
Guarantor.
(l) Subservicer 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. Subservicer shall hold the original Loan documents,
including the original promissory note, a copy of the Loan application and the
disclosure statement for safekeeping.
(m) Subservicer shall provide notice to Capital Corp. of any proceeding or
action filed against Subservicer that, if decided unfavorably to Subservicer,
would adversely impact Subservicer's status as an eligible "third-party
servicer."
(n) Subservicer agrees with Lender to provide the following Consolidation
add on origination services:
(1) Subservicer agrees to provide toll free telephone service to
allow Consolidation Loan applicants located in the continental United
States to contact Subservicer.
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(2) Subservicer will provide assistance to applicants with inquiries
regarding such matters as proper completion of forms and
consolidation program rules.
(3) If the add on information is properly completed, Subservicer will
send verification certificates to creditors. Subservicer will contact
the creditors if the verification is not returned or is returned but
not properly completed.
(4) Upon receipt of a properly completed verification, and a
determination that the add on still qualifies for consolidation,
Subservicer on behalf of Lender shall prepare a repayment schedule in
accordance with federal regulations and shall make the required
disbursements to payoff holders of underlying student loan notes
being consolidated. These disbursement checks shall be drawn against
a checking account maintained by Subservicer. The Lender shall fund
this account on a daily basis through an ACH transfer to cover all
checks written that day. Subservicer 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. Subservicer will reconcile the account and
will confirm that all disbursements are included in the regular
periodic reports provided to the Lender under the Servicing
Agreement.
(5) After the consolidation add on loan has been disbursed, the loan
record will be passed to the Guarantor for processing.
3. CAPITAL CORP.'S RESPONSIBILITIES. Capital Corp. agrees to promptly notify
Subservicer of any transactions involving Capital Corp., the Affiliates and the
borrower and/or changes in status or demographic data on any of its accounts if
received from sources other than Subservicer. Capital Corp. specifically agrees
to promptly notify Subservicer of any bankruptcy action taken with respect to
any Loan.
4. FEES. Capital Corp. agrees to pay Subservicer the fees established by
Subservicer 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 Capital Corp. 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.
(a) Subservicer shall exercise care and due diligence in performing the
services required by this Agreement. To the extent that Subservicer 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 Subservicer 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 Subservicer's acts or
omissions with regard to the performance of services hereunder. Subject to
paragraph 14 below, if Capital Corp. or any Affiliate is required to appear in,
or is made a defendant in any legal action or proceeding
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commenced by any party other than Subservicer with respect to any matter arising
hereunder, Subservicer shall indemnify and hold Capital Corp. and any Affiliate
harmless from all loss, liability and expense (including reasonable attorney's
fees) arising out of or relating to Subservicer's acts or omissions with regard
to the performance of services hereunder; provided, however, that Subservicer
shall not be liable in the performance of such services except for its
negligence or misconduct; and provided further that in no event shall
Subservicer be responsible or liable for any consequential damages with respect
to any matter whatsoever arising out of this Agreement or under any custodian
agreement.
Except as to Loans originated by Subservicer, Subservicer does not assume,
and acceptance for servicing shall not result in, any responsibility for the
correctness or completeness of Loan related papers transmitted to Subservicer as
a part of or in conjunction with the commitment of any Loans to Subservicer for
servicing, and Subservicer shall not be responsible for any procedural errors or
omissions (including due diligence violations) which may have occurred prior to
initiation of servicing of a Loan hereunder by Subservicer.
(b) If a Loan is denied the guarantee by the Guarantor or the loss of
federal interest, special allowance, and/or insurance benefits as the direct and
primary result of Subservicer negligence or misconduct, Subservicer shall have
the right to take any action not prohibited by law or regulation to reduce its
losses, if any, hereunder, including but not limited to curing any due diligence
or other servicing violation. If any lost guaranty is not reinstated within one
(1) year of the date Subservicer learns of the loss of the guarantee on a Loan,
Subservicer shall take actions which make Capital Corp. or any Affiliate whole
with respect to the Loan while maintaining the eligibility for future
reinstatement of the guarantee; provided, however, Subservicer may delay taking
such actions by giving written notice to Capital Corp. not less often than each
90 days that Subservicer has reason to believe that the guarantee will be
reinstated within time frames permitted by regulations. Capital Corp. agrees to
cause the repurchase, at par plus insured interest and benefits thereon, of any
Loan which is cured and is reinsured subsequent to its sale by Capital Corp.
pursuant to actions taken by Subservicer to make Capital Corp. whole and if sale
was to an eligible lender. In the event that Subservicer imposes any additional
fees with respect to delinquent Loans or accounts under this Agreement, no such
fees shall be imposed by Subservicer with respect to delinquent Loans or
accounts if they are subject to Subservicer's efforts to cure and/or reinstate,
or are subject to an obligation on Subservicer's part to reimburse Capital Corp.
as described above in this Section 5(b).
6. CONFIDENTIALITY. Information about each borrower furnished to Subservicer
hereunder is furnished upon the express condition that the information will be
kept confidential by Subservicer. All such information, except as may be
otherwise required by statute, by court order or as may be necessary in
Subservicer's reasonable judgment to the performance of the services required
under this Agreement, shall be held in confidence by Subservicer.
7. EXAMINATION OF RECORDS. Subservicer agrees to provide to Capital Corp., the
Affiliates, any Indenture Trustee (as defined hereafter) the following:
Internet access to Capital Corp.'s borrower information. Such information
will be the same information that a Subservicer servicing representative uses to
perform his or her duties.
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Upon Capital Corp.'s reasonable request, imaged copies of its borrower
records, which reside on Subservicer's imaging systems, will be delivered by
Subservicer to Capital Corp. via facsimile or other expedient means and within a
reasonable amount of time following the request.
If internet access to borrower information or imaged copies of borrower
information should not be available to Capital Corp. and such unavailability is
adverse to Capital Corp.'s operations, as determined in Capital Corp.'s
reasonable discretion, Capital Corp. may perform an examination of its borrower
records for 10 hours at no cost to Capital Corp. on Subservicer's premises. Any
onsite examination of records which exceeds 10 hours will be charged at $2,000
per day thereafter.
8. TERMINATION.
(a) This Agreement shall remain in full force and effect until terminated
or modified as provided herein. This Agreement may be terminated only at the end
of a calendar quarter (March 31, June 30, September 30, December 31), and only
if written notice is given: (i) by Capital Corp. to Subservicer at least 30 days
prior to the end of a calendar quarter, or (ii) by Subservicer to Capital Corp.
at least 180 days prior to the end of a calendar quarter.
(b) In the event that this Agreement is terminated as provided in
subsection (a) above, Subservicer shall continue its full servicing until the
date of termination and shall provide to Capital Corp. and any designee of
Capital Corp. a full set of periodic reports, adjusted through the date of
termination. Subservicer shall retain all notes, records and papers, as well as
a copy of all computer-stored data relating to Capital Corp.'s accounts as
required by the Act. Subservicer shall make available to Capital Corp. or any
Affiliate on demand copies of all computer records relating to Capital Corp.'s
accounts. Such copies of the computer records will be provided and updated at
the times desired by Capital Corp. in order to facilitate a transfer to another
servicing agent. Capital Corp. agrees to pay Subservicer the servicing removal
fee identified on Schedule A. Upon Capital Corp.'s request, Subservicer may
agree to provide servicing removal services beyond those identified in this
section. Such agreement between Subservicer and Capital Corp. shall include
sufficient additional charges to cover Subservicer's costs. Subservicer agrees
that Capital Corp. shall be entitled to injunctive relief to enforce the
provisions of this subsection.
(c) Capital Corp. shall be liable for all charges incurred for services
performed pursuant to this Agreement up to the termination date.
(d) Subservicer shall continue to be liable for all acts or failures to act
which occur prior to termination (or the following loan transactions: sale or
transfer to another party, servicing transfer to Capital Corp. or another
servicer, purchase by the Guarantor or payment in full), but shall not be liable
for post-termination activities except that Great Lakes shall be obligated to
remit to Capital Corp. any collections received by Great Lakes subsequent to
termination and to provide the reports and records herein required.
9. AMENDMENTS. Except as provided in Section 4, this Agreement may be amended
by Subservicer at any time upon 30 days written notice to Capital Corp.,
provided that the
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provisions of this Agreement shall at all times be consistent with the Act and
applicable regulations. In the event of any such modification by Subservicer,
Capital Corp. has 30 days in which to accept or reject the modification by
notice in writing. In the event of rejection of proposed modification, either
party may exercise its right to terminate as provided in Section 8. In the event
of termination for this reason, such modification shall not apply to Capital
Corp.
10. CORRESPONDENCE; DISCLOSURE OF BORROWER INFORMATION. Data regarding Loans
serviced under this Agreement shall be disclosed only to Capital Corp., a
designated Affiliate or the respective borrower, unless otherwise required by
law, regulation or otherwise reasonably required in the ordinary course of
providing services hereunder. Subservicer will comply with Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, Public Law 106-102, and other applicable consumer
privacy laws, rules, and regulations. Subservicer and Capital Corp. will
cooperate on a best efforts basis to implement Capital Corp.'s privacy policy
with respect to which Subservicer has been given prior written notice.
11. GOVERNING LAW. This Agreement shall be interpreted under the laws of
the State of ________.
12. NO IMPLIED WAIVER. Any waiver or modification, expressed or implied, by
Subservicer or by Capital Corp. of any breach of this Agreement shall not be
construed to be a waiver of any such breach or any acquiescence thereto; nor
shall any delay or omission by Subservicer or by Capital Corp. to exercise any
right arising from any such breach affect or impair the respective party's right
to such breach or any future breach.
13. ARBITRATION. In the event that the parties hereto shall fail to agree
regarding any provision of this Agreement, such disputes shall be resolved by
arbitration procedures established by the American Arbitration Association. The
decision of any arbitrator under this paragraph shall be final and binding upon
the parties.
14. LIMITATION OF LIABILITY. Subservicer and Capital Corp. recognize that
Subservicer's lender servicing programs are separate and distinct from the
Guarantor's guarantee program. Capital Corp. specifically agrees to look only to
Subservicer in its capacity as a servicing agent for any claims under this
Agreement relating to its functions as servicing agent. Capital Corp.
specifically waives any claim against the Guarantor's Guarantee Fund as defined
in 34 CFR 682.410(a)(1) and against the Guarantor's Federal Reserve Fund and
Administrative Operating Fund and all other escrows required under the Act for
claims under this Agreement.
15. ASSIGNMENT. Capital Corp. may assign all or any portion of this Agreement
in its sole discretion without the consent of Subservicer to any Affiliate.
Great Lakes may assign this Agreement to any affiliate to which its Federal
Family Education Loan Program lender servicing program is transferred in whole
or substantial part. Except as provided herein, this Agreement may not be
assigned without the prior consent of the non-assigning party.
16. NOTICES. All notices, requests, demands or other instruments which may or
are required to be given by any party to any other party shall be in writing and
such shall be deemed to have been properly given when served personally on an
officer of the entity to which such notice is to be given, or upon expiration of
a period of 48 hours from and after the postmark thereof when
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mailed postageprepaid by registered or certified mail, requesting return
receipt, addressed as follows:
If intended for Subservicer:
[Subservicer's Contact Information]
If intended for Capital Corp.:
GMAC Commercial0 Holding Capital Corp.
c/o GMAC Education Loan Funding
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxx X. Page
17. THIRD PARTY AUDIT. Subservicer shall provide Capital Corp. within 120 days
of the end of Subservicer's accounting period and without charge to Capital
Corp., (i) a copy of its SAS 70 Servicer Audit, (ii) Subservicer Audit Lender
Guide Report, as required by the Department under the Act, or if such audit
requirement is not in effect at the time, an equivalent compliance audit report
performed by an independent third party and (iii) a copy of its annual audited
financial statements (audited by a firm independent of Subservicer within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants) and such other financial statements as Capital
Corp. may reasonably request.
18. INSURANCE COVERAGE. Subservicer will keep in force and effect computer
services and software errors and omissions coverage of not less than $5,000,000,
an umbrella liability policy of not less than $15,000,000, employee crime
(including fidelity) insurance of not less than $1,000,000 and business
interruption insurance of not less than $1,000,000. Subservicer will furnish
proof of such coverage to Capital Corp. from time to time and otherwise upon
Capital Corp.'s written request. In the event of any termination, other than a
notice of termination given or received in the ordinary course of insurance
coverage renewal for a future covered period, or reduction in coverage,
voluntary or involuntary, Subservicer shall notify Capital Corp. immediately,
but in no event later than five business days following receipt of notice of
termination or modification.
19. SECURITY INTEREST OF INDENTURE TRUSTEE AND THIRD-PARTY BENEFICIARY.
(a) Notwithstanding Section 15 hereof, Subservicer acknowledges and agrees
that all or a portion of the right, title and interest of Capital Corp. or the
Affiliates under this Agreement and any eligible lender trustee for the Loans
serviced hereunder have been or may be assigned (as to which assignment the
consent of Subservicer is not required) to one or more indenture trustees
(collectively the "Indenture Trustee") for the benefit of certain noteholders
and the other secured parties (collectively, the "Secured Parties") pursuant to
one or more indentures of trust (collectively, the "Indenture") and that
Subservicer shall hold all original promissory notes evidencing such Loans and
related documentation as bailee on behalf of the Indenture Trustee pursuant to
the terms of the custodian agreements as holder of a security interest in such
Loans under the terms and conditions of the related Indenture. Subservicer will
enter into custodian
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agreements with the Indenture Trustee as directed by Capital Corp.
Notwithstanding the foregoing, Subservicer makes no representation, express or
implied, as to effectiveness of said assignment or bailment for any purpose,
including without limitation the perfection of any security interest.
(b) If any Loan is pledged to an Indenture, in order for Capital Corp. to
direct Subservicer to transfer any such Loan from the account of Capital Corp.
or any Affiliate (to the Secured Parties, another secondary market authority, an
eligible lender, another indenture account of Capital Corp., or a successor
servicer, pursuant to the Indenture or otherwise), if applicable, Subservicer
must first receive a Request to Transfer Loans form which shall not be valid
without the signature of GMAC ELF LLC, GMAC Commercial Holding Capital Corp.,
the designated trusteee or its successor or assigns, as Administrator under the
Indenture (the "Administrator"), as applicable.
(c) The security interest of the Secured Parties and the provisions of this
Section 19, shall not be amended or revoked without the written consent of the
Administrator under any Indenture.
(d) Subservicer hereby acknowledges and agrees that the security interest
of the Secured Parties in the Loans under any Indenture, shall be and is hereby
prior to any lien Subservicer may have in such Loans (other than its fees due
hereunder), and Subservicer agrees to execute and deliver to the Indenture
Trustee all financing statements, notices and other instruments reasonably
requested in connection with this Agreement by the Indenture Trustee.
(e) Subservicer acknowledges that upon the occurrence of certain events of
default under an Indenture (each a "Default") pursuant to which Loans are
financed, the Administrator on behalf of an Affiliate or an Indenture Trustee
shall have the right to exercise the termination rights of Capital Corp. set
forth in Section 8. Notwithstanding anything in this Section 19 to the contrary,
Subservicer shall, within a reasonable time frame after receipt of a written
request by the Administrator, release any and all Loans to the Indenture
Trustee.
(f) This Agreement has been made and entered into not only for the benefit
of Subservicer and Capital Corp., but also for the benefit of the Affiliates and
the Indenture Trustee in connection with the financing of the Loans, and the
provisions of this Agreement may be enforced not only by the parties to this
Agreement but by the Affiliates as to Loans which they own and by the Indenture
Trustee, where an assignment has been made. The foregoing creates a permissive
right on behalf of the Indenture Trustee and the Indenture Trustee shall be
under no duties or obligations hereunder.
(g) This Agreement shall inure to the benefit of Affiliates and the
Indenture Trustee and its successors and assigns. Without limiting the
generality of the foregoing, all representations, covenants and agreements in
this Agreement which expressly confer rights upon the Affiliates and the
Indenture Trustee shall be for the benefit of and run directly to the Affiliates
and the Indenture Trustee, and the Indenture Trustee shall be entitled to rely
on and enforce such representations, covenants and agreements to the same extent
as if it were a party hereto. The foregoing creates a permissive right on behalf
of the Affiliates and the Indenture Trustee, and the Affiliates and the
Indenture Trustee shall be under no duties or obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
GMAC COMMERCIAL HOLDING CAPITAL CORP. [SUBSERVICER]
By: By:
-------------------------------------- -------------------------------
Xxxxxx X. Page Name:
Senior Vice President/Managing Director -----------------------------
Title:
----------------------------
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[SUBSERVICER]
STUDENT LOAN ORIGINATION AND SERVICING AGREEMENT
CAPITAL CORP.
SCHEDULE A - FEES
Capital Corp agrees to pay the following fees to Subservicer upon receipt of a
monthly statement for services rendered pursuant to this Agreement:
MONTHLY SERVICE FEES:
$_____ per borrower per month during interim (in-school) period
$_____ per borrower per month during grace period
$_____ per borrower per month during first 12 months of repayment
servicing
$_____ per borrower per month during the remainder of the repayment
period
ON-SYSTEM TRANSFER FEES:
$____ per in-school or grace period borrower transferred between
lenders numbers serviced under this Agreement
$____ per repayment status borrower transferred between lenders
numbers serviced under this Agreement
$____ per in-school or grace period borrower purchased from another
serviced lender
$____ per repayment status borrower purchased from another serviced
lender
DOCUMENT PROCESSING FEES:
$____ per borrower originated by Subservicer for promissory note
review and safekeeping
$____ per borrower for promissory note review and safekeeping
$____ per borrower for promissory note safekeeping
MONTHLY EXTRACT FILE FEE:
$_____ per month
PRIVACY NOTICE MAILING:
$____ per privacy notice mailed by Subservicer
CONSOLIDATION ADD ON ORIGINATION FEE:
$_____ per originated Consolidation add on loan
SERVICING REMOVAL FEE:
$____ per borrower, plus actual cost of additional services requested to
remove an active account from the servicing system
Subservicer will pass to the Lender the actual third-party credit bureau costs
of obtaining a PLUS credit bureau report.
All PLUS, SLS and Consolidation loans will be charged the standard repayment
servicing fees.
The total monthly amount due will be the actual fees calculated as described
above or $___, whichever is greater. All references to borrower for fee
calculations equal unique combinations of borrower/lender number or assigned
lender number/loan program (Xxxxxxxx, PLUS, Consolidation Loans).
Subservicer may agree to provide the lender with services beyond those normally
included in the servicing program. Such agreement between Subservicer and the
lender shall include sufficient additional charges to cover Subservicer's costs.
Increases or decreases to this fee schedule may be made from time to time as
provided in Section 4 of this Agreement.
A-2
EXHIBIT B
FORM OF ANNUAL COMPLIANCE CERTIFICATE
The undersigned Officer of [SUBSERVICER] ("Subservicer") hereby certifies
as of December 31, 20__ as follows:
1. I have reviewed the activities of Subservicer as they relate to the
Student Loan Servicing Agreement dated as of ________ __, 200_ (the
"Agreement"), between Subservicer and GMAC Commercial Holding Corp.
("Capital Corp."). The performance by Subservicer of its obligations
under the Agreement has been made by persons under my direct
supervision.
2. [To the best of my knowledge, based on my review of Subservicer's
performance under the Agreement, Subservicer has substantially and
materially fulfilled all of its obligations under the Agreement for the
period beginning January 1, 20__ and ending December 31, 20__.]
or
[Subservicer has failed to fulfill the following obligations under the
Agreement during the period beginning January 1, 20__ and ending
December 31, 20__. ____________________ (specify as to nature and
status of each default under the Agreement).]
[SUBSERVICER]
By
--------------------------------
Name:
Title:
