SERVICING AGREEMENT
This Servicing Agreement (the "Agreement") entered into and effective as
of the 1st day of June, 2000, by and between NELnet, Inc., a Nevada corporation
("NELnet") and NELNET Student Loan Corporation-2, a Nevada corporation
("NSLC-2").
WHEREAS, UNIPAC Service Corporation and InTuition, Inc. (collectively,
"Servicer"), as subservicing agent, are in the business of servicing loans which
are made and guaranteed in accordance with the provisions of the Higher
Education Act of 1965, as amended (the "Education Act") (references hereinafter
to the "Education Act" include rules and regulations promulgated thereunder as
in effect from time to time); and
WHEREAS, Servicer has developed and/or has available to it the systems
and services to enable it to process and service Education Loans in accordance
with the Education Act, and those guarantee agencies as are satisfactory to
Servicer ("Guarantor(s)"); and
WHEREAS, Servicer has developed and/or has available to it the systems
and services to enable it to process and service Education Loans in accordance
with the Rules and Regulations (the "Regulations") promulgated by Guarantor
(references hereinafter to the "Regulations" include Rules and Regulations
promulgated thereunder as in effect from time to time); and
WHEREAS, NSLC-2 acquires student loans made and guaranteed under the
Education Act ("Education Loans"); and
WHEREAS, NSLC-2 desires to retain NELnet to cause InTuition, Inc. to
process and service certain of NSLC-2's Education Loans, and for InTuition, Inc.
to act as subservicer under the terms of that certain Loan Servicing Agreement
between NELnet and InTuition, Inc., dated as of June 1, 2000, (the "InTuition
Servicing Agreement"), and NSLC-2 desires to retain NELnet to cause UNIPAC
Service Corporation to process and service certain of NSLC-2's Education Loans
and for UNIPAC Service Corporation to act as subservicer under the terms of that
certain UNIPAC Service Corporation Guaranteed Student Loan Program Servicing
Agreement between NELnet and UNIPAC Service Corporation, dated as of June 1,
2000, (the "UNIPAC Servicing Agreement"); and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:
1. DEFINITIONS. Capitalized terms which are not otherwise defined in
this Agreement shall have the meanings ascribed thereto in that certain
Indenture of Trust dated as of June 1, 2000, between Zions First National Bank
as Trustee, and NSLC-2.
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2. TERM.
2.1 The term of the Agreement shall continue until the earlier of (i)
termination of the Indenture, (ii) early termination after material default by
Servicer as provided for in Section 16 of this Agreement, and (iii) the
Education Loans serviced under this Agreement are paid in full.
2.2 Upon the termination of this Agreement, NELnet shall turn over to
NSLC-2 all Education Loan files complete with all information contained therein
and all current computer information on the Education Loans under service
pursuant to this Agreement in such form or fashion as NSLC-2 shall reasonably
specify. NELnet and NSLC-2 specifically agree that the format used to transfer
NSLC-2's data contains confidential and proprietary trade secret information
which is the exclusive property of NELnet and/or Servicer. NELnet makes no claim
to the specific data contained in any printout given to NSLC-2 and recognizes
that said data is the exclusive property of NSLC-2. NELnet and NSLC-2 agree,
however, that all aspects of the underlying computer program, algorithms,
methods of processing, specific design and layout, report format, and the unique
processing techniques and interactions of the various aspects of NELnet's and/or
Servicer's computer program are trade secrets of, proprietary to, and owned
exclusively by NELnet and/or Servicer. At such deconversion, a minimum fee of
$12.00 per account plus any other reasonable expenses incurred in connection
with the transfer of such files and other information shall be paid by NSLC-2;
provided however, that in the event deconversion results from early termination
of this Agreement under Section 16 hereof due to the breach by NELnet, NSLC-2
shall pay only the actual expenses incurred in connection with the transfer of
such files and other information. The confidentiality provisions of this
paragraph shall survive any termination or expiration of this Agreement.
3. DELIVERY OF COMPLETED EDUCATION LOANS FOR SERVICING AND COLLECTION.
Subject to Servicer's scheduling requirements, NSLC-2 may from time to time
deliver or cause to be delivered to Servicers Education Loans with respect to
which loan processing has been completed and loan proceeds have been fully
disbursed to the student/parent borrowers prior to the date of delivery
("Completed Education Loans") to be serviced pursuant to the terms of this
Agreement. NSLC-2 shall transmit to Servicer all such loan documentation as
required by Servicer to enable it to service the Completed Education Loans as
provided herein.
4. SERVICING OF COMPLETED EDUCATION LOANS. Upon acceptance of any
Completed Education Loan into Servicer's computer system and after the sale date
(if applicable) of the Completed Education Loan to NSLC-2, NELnet shall cause
Servicer to service such Education Loan in accordance with the Education Act,
the Regulations, and in accordance with the provisions of this Agreement,
including the following:
(a) Servicer shall take all steps necessary to maintain the Insurance on
Education Loans in full force at all times.
(b) Servicer shall prepare and mail directly to the student/parent
borrower all required statements, notices, disclosures and demands.
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(c) Servicer shall retain records of contacts, follow-ups, collection
efforts and correspondence regarding each Education Loan.
(d) Servicer shall provide accounting for all transactions related to
individual Education Loans, including, but not limited to, accounting for all
payments of principal and interest upon such Education Loans.
(e) Servicer shall process all deferments and forbearances.
(f) Servicer shall process all address changes and update address
changes accordingly.
(g) Servicer shall retain all documents received by NELnet pertaining to
each Education Loan, including the original promissory note with respect to each
Education Loan.
(h) When necessary and allowable by the Education Act, Servicer shall
take all steps necessary to file a claim for loss with Guarantor, and shall be
responsible for all communication and contact with that agency necessary or
appropriate to accomplish the same.
(i) Servicer shall provide a Lender's Manifest of Education Loans on all
new accounts, accounts paid in full or converted to repayment, and provide any
other information required by Guarantor.
(j) Servicer shall provide such other services as Servicer customarily
provides and deems appropriate.
(k) NELnet and NSLC-2 agree that upon delivery of the original
promissory notes relating to the Education Loans to the Servicer as Custodian
pursuant to the Custodian Agreement, that each shall and does relinquish all
power and control over such promissory notes, subject to responsibilities of
NELnet under this Agreement.
5. ADDITIONAL SERVICING ACTIVITIES. At NSLC-2's request NELnet agrees to
cause Servicer to perform additional servicing activities not required under the
terms of this Agreement for those Education Loans transferred to Servicer as
Completed Education Loans which have not been previously serviced in accordance
with the Education Act and Regulations, and which require additional servicing
activity to attempt to maintain or reinstate the loans' principal and interest
guarantee from the Guarantor ("Cure Procedures"). NELnet shall cause Servicer,
utilizing Cure Procedures approved by the Guarantor, to use Servicer's best
efforts to cure all defects caused by NSLC-2. NELnet makes no representation or
warranty that the guarantee on each Education Loan will be reinstated regardless
of Servicer following the Cure Procedures as approved by the Guarantor. NSLC-2
agrees to pay NELnet those fees for Cure Services described in Schedule A under
the topic entitled "Additional Servicing Activity".
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6. PORTFOLIOS SUBJECT TO REJECTION BY NELNET. NSLC-2 acknowledges that
certain loan portfolio types pose a risk of financial hardship for Servicer to
service under this Agreement. NELnet may in its discretion, prior to placing
such loans in the Servicer's system, reject certain loans or loan portfolios
("Rejected Loans"). NELnet shall provide NSLC-2 with reasonable advance notice
as to any Rejected Loans which NELnet declines to place on Servicer's system.
NELnet shall have no right to reject or decline loans after the loans are
transferred to the Servicer's system.
7. REPORTS TO NSLC-2. On or before the 15th day of each month, unless
some other time is provided herein, NELnet shall cause Servicer to prepare and
deliver to NSLC-2 and the Trustee (upon Trustee's request), or to such other
person as NSLC-2 may designate, the following reports with respect to activity
during the preceding month:
(a) As of the last day of each month, an unaudited statement, in
reasonable detail, of all transactions during that month on Completed Education
Loans serviced by Servicer for NSLC-2;
(b) Processing Status Report (daily);
(c) Check Register (daily);
(d) Posting Ledger (daily/monthly);
(e) Statistical Report (monthly);
(f) Loan Ledger/Alpha Report (monthly);
(g) Guarantor Manifest (monthly);
(h) Delinquency Report (daily/monthly);
(i) Claims Activity Report (monthly).
NSLC-2 shall receive at no cost one copy of each of the foregoing
reports. NELnet will cause Servicer to provide extra copies at the request of
NSLC-2. NSLC-2 shall reimburse NELnet for the cost in producing such extra
copies.
8. INTEREST COMPUTATION. NELnet shall cause Servicer to provide on a
quarterly basis statistical data for the computation of interest and special
allowance billable to the U.S. Department of Education for NSLC-2's Education
Loans. Data will be computed commencing with the date Education Loans appear on
the records of Servicer.
9. SERVICE FEE TO NELNET. NSLC-2 shall pay to NELnet, on or before the
15th day of each month, or within fifteen (15) days of billing statement (which
may be sent either by NELnet or Servicer), for and in consideration of the
services performed by NELnet and Servicer hereunder for the preceding month, the
fee provided for in Schedule A of this Agreement ("Servicing Fee"). The
Servicing Fee shall be subject to change every twelve (12) months. Such change
shall not result in an increase that will exceed three and one-fifth percent
(3.2%) cumulatively for any twelve (12) month period. In addition, these fees
are subject to renegotiation every three years, subject to the renegotiated fees
meeting approval of the Rating Agencies. In the event the parties cannot agree
to new fees for each three year period, then either party may terminate this
Agreement upon 90 days written notice to the other. In the event Servicing Fees
are not paid within thirty (30) days of the billing statement, NSLC-2 agrees
NELnet will have the following rights to (a) impose a late charge of one and
one-half percent (1 1/2%) per month against the entire outstanding balance of
the past due Servicing Fee including any prior late charge; and (b) terminate
services without notice if nonpayment persists for sixty (60) days from billing
or more. The Servicing Fee and related charges shall be paid only from the Trust
Estate and only to the extent moneys are available in the Revenue Fund as
provided for under the terms of the Indenture.
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The parties agree that should Servicer be required to make material
changes to its current servicing practices or servicing system due to changes to
the Education Act, Regulations, and/or business environment, or to other costs
beyond NELnet's control, including but not limited to postal fees, NELnet may
renegotiate the Servicing Fees with NSLC-2 to reasonably reflect those increased
costs at any time during the term of this Agreement.
10. LOAN PAYMENTS. Student/parent borrowers will make all loan payments
to a third party lockbox established by Servicer. All cash receipts will be
remitted once a week to the Trustee for deposit into the Revenue Fund.
11. DISCLOSURE OF INFORMATION. All data, information, records,
correspondence, reports or other documentation received by NELnet or Servicer
pursuant to this Agreement from NSLC-2 or the school which the student attended
or from the student/parent borrower, or prepared and maintained by NELnet or
Servicer in the course of its activities under this Agreement shall be released
or divulged only to NSLC-2 and the Trustee, or with respect to information or
documents relating to a particular student/parent borrower, to that
student/parent borrower, or to such other parties as NELnet or Servicer may be
directed in writing by NSLC-2 or such student/parent borrower.
12. INTELLECTUAL PROPERTY PROTECTION. Notwithstanding anything in this
Agreement to the contrary, it is the express intention of the parties to this
Agreement that all right, title and interest of whatever nature in NELnet's
and/or Servicer's user manuals, training materials, all computer programs,
routines, structures, layout, report formats, together with all subsequent
versions, enhancements and supplements to said programs, all copyright rights
(including both source and object code) and all oral or written information
relating to NELnet's and/or Servicer's programs conveyed in confidence by NELnet
or Servicer to NSLC-2 pursuant to this Agreement which is not generally known to
the public and which give NELnet or Servicer an advantage over its competitors
who do not know or use such information (hereinafter collectively referred to as
"Trade Secrets"), and all other forms of intellectual property of whatever
nature is and shall remain the sole and exclusive property of NELnet and/or
Servicer.
13. INQUIRIES. NELnet shall answer or shall cause Servicer to answer all
inquiries received by it pertaining to Education Loans, school status or
refunds, and NSLC-2 shall cooperate to the extent necessary to gather the
information needed to answer such inquiries. Such inquiries may be referred to
the school which the Student Borrower attended or is attending, if necessary.
Neither NELnet nor Servicer shall have any responsibility for any disputes
between student/parent borrowers and schools regarding tuition, registration,
attendance, or quality of education/training.
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14. AGENT AUTHORIZATION. NSLC-2 hereby authorizes NELnet and Servicer to
act on behalf of and as NSLC-2's agent in the servicing of NSLC-2's Education
Loans. Such authorization will include but not be limited to all correspondence
and liaison necessary with Guarantor regarding NSLC-2's Education Loans,
assignment of claims to Guarantor and any/or all other communications,
correspondence, signatures or other acts appropriate to service NSLC2's
Education Loans in accordance with the Education Act and/or Regulations.
15. LIABILITY OF NELNET AND SERVICER. NELnet and Servicer assume no
responsibility or liability for failure of NSLC-2 to exercise reasonable care or
due diligence and the results thereof, in making or servicing an Education Loan
prior to placing of the Education Loan on Servicer's system and prior to the
date NSLC-2 holds ownership of the Education Loan. NELnet and Servicer also
assume no liability for the failure of any student/parent borrower to repay his
or her loan, nor the failure of the United States government to pay any
principal, interest, subsidy or special allowance, nor for the failure of
Guarantor to make payment of any principal and/or interest on any of NSLC-2's
Education Loans. NELnet and Servicer shall not be responsible for consequences
of unreasonable acts of any Guarantor. In the event Servicer shall take any
action or fail to take any action which causes any Education Loan in NSLC-2's
portfolio to be denied the benefit of any applicable guarantee, NELnet and
Servicer shall have a reasonable time to cause the benefits of the guarantee to
be reinstated. If the guarantee is not reinstated within twelve (12) months of
denial by Guarantor, NELnet shall cause Servicer to pay NSLC-2 an amount equal
to the outstanding principal balance plus all accrued interest and other fees
due on the Education Loan to the date of purchase, less the amount subject to
NSLC-2 Risk Sharing under the Education Act and Regulations, and thereupon
Servicer shall be subrogated to all rights of NSLC-2 respecting the applicable
Education Loan, including without limitation the right to collect on the
Education Loan, the right to federal subsidies, and agency authorization to
litigate in accordance with the Subrogation Agreement with Servicer. In such
event, NSLC-2 agrees to perform such further acts as shall be necessary or
appropriate to subrogate the Education Loan to Servicer. For any subrogated
Education Loan for which the guarantee is fully reinstated by Guarantor, NSLC-2
shall pay Servicer an amount equal to the then outstanding principle balance
plus all accrued interest due thereon, less the amount subject to NSLC-2 Risk
Sharing under the Education Act and Regulations, whereupon the subrogation
rights of Servicer shall terminate. In such event, NELnet agrees to cause
Servicer to perform such further acts as shall be necessary or appropriate to
reconvey the Education Loan to NSLC-2. It is hereby acknowledged that NELnet
shall not be performing any of the servicing activities described in this
Agreement, and that Servicer shall be responsible for performance of all such
servicing duties. As such, NELnet shall have no liability of any nature
whatsoever arising out of or in connection with this Agreement for any negligent
or wrongful act or omission on the part of Servicer; provided, however, that
NELnet hereby assigns, transfers and sets over unto NSLC-2 all of NELnet's
rights and remedies against Servicer as they pertain to NSLC-2's Education
Loans.
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16. TERMINATION OPTION. If at any time during the term of this Agreement
either party refuses or fails to perform in a material fashion any portion of
this Agreement, and fails or refuses to correct said action or lack of action
within thirty (30) days after receipt of written notice, the other party may,
upon thirty (30) days written notice, terminate this Agreement. Without limiting
the generality of the foregoing sentence, the following shall be deemed as
failure or refusal to perform in a material fashion: (i) failure by Servicer to
make deposits to the Trustee of payments received with respect to the Education
Loans, (ii) failure to perform or observe in any material respect any covenants
or agreements contained herein, or (iii) becoming subject to an insolvency or
receivership proceeding.
17. INDEMNIFICATION. NSLC-2 shall indemnify and hold NELnet and/or
Servicer harmless from and against all claims, liabilities, losses, damages,
costs and expenses (including reasonable attorney's fees) asserted against or
incurred by NELnet and/or Servicer as a result of NELnet and/or Servicer
complying with any instruction or directive by NSLC-2 and NELnet and/or Servicer
shall in like manner indemnify NSLC-2 for any miscompliance with any such
instruction or directive by NELnet. NSLC-2 shall further indemnify and hold
NELnet and/or Servicer harmless from and against all claims, liabilities,
losses, damages, costs and expenses (including reasonable attorney's fees)
asserted against or incurred by NELnet and/or Servicer as a result of actions
not the fault of or not caused by a negligent act of NELnet and/or Servicer, and
their respective agents or employees, including all claims, liabilities, losses,
damages and costs caused by or the fault of NSLC-2, a prior holder, owner or
NSLC-2, a prior servicer or any other party connected in any manner to the loan
or loans resulting in the claim, liability, loss, damage or cost.
18. STATUTE OF LIMITATIONS. Any action for the breach of any provisions
of this Agreement shall be commenced within one (1) year after the Education
Loan leaves the Servicer's servicing system.
19. GOVERNING LAW. This Agreement is executed and delivered within the
State of Colorado, and the parties hereto agree that it shall be construed,
interpreted and applied in accordance with the laws of that State, and that the
courts and authorities within the State of Colorado shall have sole jurisdiction
and venue over all controversies which may arise with respect to the execution,
interpretation and compliance with this Agreement.
20. CHANGES IN WRITING. This Agreement, including this provision hereof,
shall not be modified or changed in any manner except only by a writing signed
by all parties hereto.
21. SEVERABILITY. In the event a court of competent jurisdiction finds
any of the provisions of this Agreement to be so overly broad as to be
unenforceable or invalid for any other reason, it is the parties' intent that
such invalid provisions be reduced in scope or eliminated by the court, but only
to the extent deemed necessary by the court to render the provisions of this
Agreement reasonable and enforceable.
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22. PERSONS BOUND. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their legal representatives, heirs, successors
and assigns.
23. ASSIGNMENT. This Agreement shall not be assigned by either party
without the prior written consent of the other party which consent shall not be
unreasonably withheld; provided, however, that NSLC-2 may assign this Agreement
to the Trustee subject to the terms of Section 32 hereof, and NELnet may assign
this Agreement to Servicer.
24. MUTUAL RELEASE. Each of the parties to this Agreement releases the
other party from any and all claims, or causes of the other arising from any
event or transaction occurring prior to the execution of this Agreement. This
release is an independent covenant between the parties, and will survive any
termination of this Agreement.
25. TITLES. The titles used in this Agreement are intended for
convenience and reference only. They are not intended and shall not be construed
to be a substantive part of this Agreement or in any other way to affect the
validity, construction or effect of any of the provisions of this Agreement.
26. WAIVER. The waiver or failure of either party to exercise in any
respect any right provided for herein shall not be deemed a waiver of any
further right hereunder.
27. CONTINUITY OF LOAN SERVICING.
27.1 NSLC-2 hereby agrees that it will ensure that all Education Loans
acquired, held, or sold by NSLC-2 under the Act and subject to this Agreement
will remain with the Servicer for the full term of this Agreement.
27.2 In the event NSLC-2 desires to sell any of its Education Loans,
NSLC-2 will first attempt to sell the Education Loans to an eligible lender
maintaining an agreement with Servicer, in order for the sale to cause no
disruption in service, or change in Servicer for the Borrower. Should NSLC-2
decide to sell its Education Loans to an eligible lender or holder which does
not maintain an agreement with Servicer and does not plan to have the Education
Loans serviced by Servicer, NELnet is hereby granted the right to arrange for
the purchase of such Education Loans by an eligible lender or holder maintaining
an agreement with Servicer. Such purchase must be arranged within thirty (30)
days following the notice by NSLC-2 of its intent to sell such Education Loans,
which notice must include sufficient information with respect to the Education
Loans to be sold. NELnet has the right to arrange for the sale of such Education
Loans, provided NELnet is able to arrange for the sale of the Education Loans
offering the same terms secured by NSLC-2 in its efforts to sell such Education
Loans, subject to the continuing servicing rights granted to Servicer.
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27.3 Sections 27.1 and 27.2 do not apply in the event of NELnet's breach
or default hereunder, or with respect to a sale of the Education Loan to a
holder of other loans for the same borrower.
27.4 The intent of this Section 27 is to assure that every Education
Loan will remain with Servicer for servicing for the life of the loan.
28. REMOVAL FEE. Should NSLC-2 remove any of its Education Loans from
the Servicer system prior to a scheduled termination or breach of this
Agreement, NSLC-2 agrees to pay to NELnet a removal fee of Fifteen Dollars
($15.00) per loan transferred off the Servicer computer system, this removal fee
shall be in addition to those charges described in Section 2.2 of this
Agreement, and in addition to damages arising from a breach of Section 27
hereof.
29. FORCE MAJEURE. The foregoing provisions of this Agreement are
subject to the following limitation: If by reason of a force majeure NELnet
and/or Servicer is unable in whole or in part to carry out any agreement on its
part herein contained, NELnet and Servicer shall not be deemed in default during
the continuance of such inability. The term "force majeure" as used herein shall
mean, without limitation, the following: acts of God, strikes, lockouts, or
other industrial disturbances; acts of public enemies; order or restraint of any
kind of the government of the United States of America or of the State of
Colorado or City of Aurora or any of their departments, agencies or officials,
or any civil or military authority; insurrections; riots; landslides;
earthquakes; fires; storms; droughts; floods; explosions; breakage or accident
to machinery, equipment, transmission pipes or canals; or any other cause or
event not reasonably within the control of NELnet and/or Servicer.
30. HIRING. NSLC-2 agrees that during the term of this Agreement and any
extensions or renewals thereof, and for one year thereafter, NSLC-2 shall not
solicit for hire, or knowingly allow its employees to solicit for hire, any
employees of NELnet and Servicer without the prior written consent of NELnet or
Servicer, respectively.
31. ENTIRE AGREEMENT. This is the entire and exclusive statement of the
agreement between the parties, which supersedes and merges all prior proposals,
understandings and all other agreements oral and written, between the parties
relating to this Agreement.
32. TRUSTEE AS THIRD PARTY BENEFICIARY. This Agreement has been made and
entered into not only for the benefit of NELnet and NSLC-2 but also for the
benefit of the Trustee in connection with the financing of Eligible Loans, and
upon assignment by NSLC-2 to the Trustee, its provisions may be enforced not
only by the parties to this Agreement but by the Trustee. The foregoing creates
a permissive right on behalf of the Trustee and the Trustee shall be under no
duties or obligations hereunder.
This Agreement shall inure to the benefit of the 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 Trustee shall be for the benefit of and run directly to,
the Trustee, and the 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 Trustee,
and the Trustee shall be under no duties or obligations hereunder.
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If there is an Event of Default under the Indenture and the Trustee
forecloses on its security interest on the Education Loans, then the Trustee
shall assume all duties and obligations of NSLC-2 hereunder, in accordance with
and subject to the Acknowledgment and Agreement re: Servicing Agreement among
the parties hereto dated of even date herewith.
33. ANNUAL CERTIFICATION. NELnet or its agent shall deliver to NSLC-2
and to the Trustee, on or before each annual anniversary date of this Agreement,
a certificate stating that (i) a review of the activities of NELnet during the
preceding calendar year and its performance under this Agreement has been made
under the supervision of the officer signing such certificate, and (ii) to the
best of such officer's knowledge, based on such review, NELnet has fulfilled all
its obligations under this Agreement throughout such year, or, there has been a
default in the fulfillment of any such obligation, specifying the nature of such
default. NELnet shall not be in breach of its obligation under this Section 33
unless it fails to provide such certification within ten (10) days following
receipt of notice of failure to provide such certification from NSLC-2 or the
Trustee.
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IN WITNESS WHEREFORE, the parties hereto have executed this Agreement as
of the date first written above.
NELnet, Inc., a Nevada corporation NELNET Student Loan Corporation-2
By: /s/ ▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. Page
Name: ▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. Page
---------------------------------------- --------------------------------
(Please print) (Please print)
Title: President Title: Vice President
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SCHEDULE "A"
A. Loan Origination Fee (Where Applicable).
Six Dollars ($6.00) per loan for ▇▇▇▇▇▇▇▇, SLS and PLUS loan. Fifty-five
Dollars ($55.00) per loan for Consolidated loans (if applicable). In
addition, reimbursement for costs in the event a credit evaluation of
the borrower is to be performed by NELnet.
B. CONVERSION FEE.
Five Dollars ($5.00) per account acquired by NSLC-2 and added to the
NELnet Servicing System during the period of time the borrower is in
school. For periods of time other than when the borrower is in school,
the fee will be Ten Dollars ($10.00) per account. There shall be no
charge for loans already on the UNIPAC full servicing system.
Notwithstanding the foregoing, should any portfolio present an
"Extraordinary Conversion", requiring additional conversion services
materially beyond that customarily provided for a normal acquisition of
Education Loans, then NSLC-2 agrees to pay a conversion fee mutually
agreed to between NSLC-2 and NELnet.
For purposes of this Agreement, whether a portfolio presents an
Extraordinary Conversion shall be determined after the data analysis and
file review, have been conducted of the portfolio by NELnet. Factors to
consider in determining whether a portfolio presents an Extraordinary
Conversion are as follows:
1. Unprocessed data.
2. Degree to which the conversion may be automated versus manual.
3. Integrity of the documentation. Are the files complete? Does the
data match the file content?
4. NSLC-2 adherence to its obligations and delivery schedules.
5. Presence of backlogged processing in the portfolio.
6. Whether prior servicing had substantial noncompliance with the
Education Act and Regulations.
7. Condition of the hard copy file documentation.
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After consideration of the foregoing factors, NSLC-2 and NELnet agree to
come to mutual agreement at the beginning and once again at the end of
the conversion of a particular portfolio as to whether they need to
negotiate a mutually agreeable conversion fee.
C. INTERNAL TRANSFERS. Transfers from one customer identification number to
a different customer identification number will be One Dollar and Fifty
Cents ($1.50) per account transferred.
D. MONTHLY SERVICING FEE - GSL (▇▇▇▇▇▇▇▇) LOANS IN SCHOOL STATUS.
.90% annualized
E. MONTHLY SERVICING FEE - GSL (▇▇▇▇▇▇▇▇, PLUS, SLS) LOANS IN OTHER THAN
SCHOOL STATUS.
1.25% annualized
F. CONSOLIDATED LOANS.
0.60% annualized
G. BILLING FOR SERVICING FEES.
The full monthly servicing fee shall be paid commencing with the
calendar month an account is disbursed on or converted to the NELnet
system.
H. ADDITIONAL SERVICING ACTIVITY.
Thirty-five Dollars ($35.00) per Education Loan referred for such cure
services, plus ten percent (10%) of all sums made eligible for
reinstatement of guarantee (including principal, interest and special
allowance) as a result of successful performance of the Cure Procedures
required by Guarantor. (This fee shall not apply to loans that have lost
their guarantee due to an error or omission of NELnet.)
I. MINIMUM MONTHLY FEE.
There will be a minimum monthly fee of Seven Hundred and Fifty Dollars
($750.00) per month.
J. REMOVAL FEE. Loans transferred off the NELnet Servicing System prior to
termination of this Agreement will be assessed a fee of Fifteen Dollars
($15.00) per account.
K. DECONVERSION FEE. Loans transferred off the NELnet Servicing System on
or after termination of this Agreement will be assessed a fee of Twelve
Dollars ($12.00) per account.
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L. RECONCILIATION OF GUARANTEE BILLING.
Eighty cents ($.80) per account for the first disbursement.
M. PLUS (or Other Loan) Loan Credit Checks. Fees for obtaining a credit
bureau report and evaluation will be Two Dollars and Fifty Cents ($2.50)
per loan application. An additional fee of Fifty Cents ($.50) will be
charged for those applications in which written authorization must first
be obtained prior to pulling a credit bureau report.
N. OTHER SERVICES
For services requested by NSLC-2 that are beyond the scope of those
described in this Agreement, the fees shall be assessed as follow:
(1) Supplies Cost Plus 15%
(2) Training $40.00 per hour
(3) Programming $70.00 per hour
(4) Consulting $80.00 per hour
Projects and services of this type shall be provided only after request
by NSLC-2 and after time and total cost estimate is provided by NELnet.
O. LEGAL OPINIONS
Cost plus five percent (5%).
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