Exhibit 4.1


 


Execution Copy


 




 





SERIES 2006-1

SUPPLEMENTAL INDENTURE OF TRUST


 


 


by and between


 


 


GCO EDUCATION LOAN FUNDING TRUST-I


 


 


and


 


 


ZIONS FIRST NATIONAL BANK,


as Indenture Trustee


 


 


Authorizing the Issuance of:


 


$1,142,600,000

GCO Education Loan Funding Trust-I

GCO ELF Student Loan Asset-Backed Notes

Series 2006-1


 


 


Dated as of January 1, 2006




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND USE OF PHRASES

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  SERIES 2006-1
  NOTE DETAILS, FORMS OF SERIES 2006-1 NOTES, REDEMPTION OF

  SERIES 2006-1 NOTES AND USE OF PROCEEDS OF SERIES 2006-1 NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Series 2006-1 Note
  Details

  	
  5

  
	
  Section 2.02.

  	
  Principal Reduction
  Payments on the Series 2006-1 Notes

  	
  8

  
	
  Section 2.03.

  	
  Delivery of
  Series 2006-1 Notes

  	
  12

  
	
  Section 2.04.

  	
  Trustee’s
  Authentication Certificate

  	
  12

  
	
  Section 2.05.

  	
  Deposit of
  Series 2006-1 Note Proceeds and Additional Deposit

  	
  12

  
	
  Section 2.06.

  	
  Forms of
  Series 2006-1 Notes

  	
  12

  
	
  Section 2.07.

  	
  Conditions Precedent

  	
  13

  
	
  Section 2.08.

  	
  Issuer Covenants with
  Respect to Principal Reduction Payments

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  FUNDS
  AND ACCOUNTS

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Acquisition Fund

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  ADDITIONAL
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Additional Covenants
  with respect to FFELP Loans

  	
  14

  
	
  Section 4.02.

  	
  Additional Covenants
  with respect to Investment Securities

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  AMENDMENTS
  TO SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Amendment to Definition
  of “Business Day” contained in each of the Series 2003-1 Supplemental
  Indenture, the Series 2003-2 Supplemental Indenture, the
  Series 2005-1 Supplemental Indenture and the Series 2005-2
  Supplemental Indenture

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  GENERAL
  PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Date of Execution

  	
  15

  
	
  Section 6.02.

  	
  Laws Governing

  	
  15

  
	
  Section 6.03.

  	
  Severability

  	
  15

  
	
  Section 6.04.

  	
  Exhibits and Appendices

  	
  15

  
	
  Section 6.05.

  	
  Limitation of Liability
  of the Delaware Trustee

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  APPLICABILITY OF INDENTURE

  	
  15

  
				



 





















 


	
  APPENDIX A TARGETED BALANCES FOR THE LIBOR
  RATE NOTES

  	
  1

  
	
  EXHIBIT A FORM OF SENIOR LIBOR FLOATING
  RATE SECURITIES

  	
  1

  
	
  EXHIBIT B SERIES 2006-1 CLOSING CASH
  FLOW PROJECTIONS

  	
  8

  



 


ii





















 


SERIES 2006-1 SUPPLEMENTAL
INDENTURE OF TRUST


 


THIS
SERIES 2006-1 SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental
Indenture”), dated as of January 1, 2006, is by and between GCO EDUCATION LOAN FUNDING TRUST-I, a
Delaware statutory trust (the “Issuer”), and ZIONS
FIRST NATIONAL BANK, a national banking association (together with
its successors, the “Indenture Trustee”), as Indenture Trustee hereunder (all
capitalized terms used in these preambles, recitals and granting clauses shall
have the same meanings assigned thereto in Article I hereof);


 


W I T N E S S E T H :


 


WHEREAS, the Issuer has
previously entered into an Indenture of Trust, dated as of March 1, 2003
(the “Indenture”), among the Issuer, the Indenture Trustee and Zions First
National Bank, as Eligible Lender Trustee, as amended and supplemented by a Series 2003-1
Supplemental Indenture of Trust, dated as of March 1, 2003 (the “Series 2003-1
Supplemental Indenture”), between the Issuer and the Indenture Trustee, a Series 2003-2
Supplemental Indenture of Trust, dated as of September 1, 2003 (the “Series 2003-2
Supplemental Indenture”), between the Issuer and the Indenture Trustee, a Third
Supplemental Indenture, dated as of December 1, 2004 (the “Third
Supplemental Indenture”), between the Issuer and the Indenture Trustee, a Series 2005-1
Supplemental Indenture of Trust, dated as of March 1, 2005 (the “Series 2005-1
Supplemental Indenture”), between the Issuer and the Indenture Trustee and a Series 2005-2
Supplemental Indenture of Trust, dated as of November 1, 2005 (the Series 2005-2
Supplemental Indenture”), between the Issuer and the Indenture Trustee; and


 


WHEREAS, the Issuer
desires to enter into this Supplemental Indenture in order to issue Notes
pursuant to the terms of the Indenture, including Section 2.09 thereof;
and


 


WHEREAS, the Issuer
represents that it is duly created as a statutory trust under the laws of the
State of Delaware and that by proper action it has duly authorized the issuance
of $1,142,600,000 of its GCO ELF Student Loan Asset-Backed Notes, Series 2006-1,
consisting of seven classes designated as Senior Class 2006-1 (the “Series 2006-1
Notes”), and it has by proper action authorized the execution and delivery of
this Supplemental Indenture; and


 


WHEREAS, the Series 2006-1
Notes constitute Notes as defined in the Indenture; and


 


WHEREAS, the Indenture
Trustee has agreed to accept the trusts herein created upon the terms herein
set forth;


 


NOW, THEREFORE, it is
mutually covenanted and agreed as follows:


 


ARTICLE I



DEFINITIONS AND USE OF PHRASES


 


All words and phrases
defined in the Indenture shall have the same meaning in this Supplemental
Indenture, except as otherwise appears in this Article.  In addition, the following


 





















 


terms have the
following meanings in this Supplemental Indenture unless the context clearly
requires otherwise:


 


“Agent Member”
means a member of, or participant in, the Securities Depository.


 


“Authorized
Denominations” means for purposes of the LIBOR Rate Notes, $100,000
and any integral multiple of $1,000.


 


“Business Day”
means (a) for purposes of calculating LIBOR, any day on which banks in New
York, New York and London, England are open for the transaction of
international business and (b) for all other purposes, any day other than
a Saturday, Sunday, holiday or other day on which banks located in New York,
New York or the city in which the principal office of the Indenture Trustee is
located are authorized or permitted by law or executive order to close.


 


“Class A-7L Notes” means the
$90,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, Senior Class A-7L LIBOR Floating Rate.


 


“Class A-8L Notes” means the
$372,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, Senior Class A-8L LIBOR Floating Rate.


 


“Class A-9L Notes” means the
$143,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, Senior Class A-9L LIBOR Floating Rate.


 


“Class A-10L Notes” means the
$234,000,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, Senior Class A-10L LIBOR Floating Rate.


 


“Class A-11L Notes” means the
$303,600,000 GCO Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, Senior Class A-11L LIBOR Floating Rate.


 


“Closing Date” means, with respect to the Series 2006-1
Notes, January 18, 2006.


 


“Ending Balance Factor” means, with respect
to a class of the LIBOR Rate Notes, for any given day, the number calculated by
dividing the unpaid principal balance of the Outstanding LIBOR Rate Notes of
such class (after any Principal Reduction Payments are made), by the original
principal balance of the LIBOR Rate Notes of such class, and rounding the
result to nine decimal places.


 


“Interest
Accrual Period” means, with respect to the LIBOR Rate Notes,
initially, the period commencing on the Closing Date, to but not including May 25,
2006, and thereafter, with respect to each Quarterly Distribution Date, the
period beginning on the prior Quarterly Distribution Date and ending on the day
immediately preceding such Quarterly Distribution Date.


 


2





















 


“LIBOR”
means, with respect to any Interest Accrual Period, the London interbank
offered rate for deposits in U.S. dollars having a maturity of three months
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on
the related LIBOR Determination Date as determined by the Indenture Trustee or
its agent.  If this rate does not appear
on Telerate Page 3750, the rate for that day will be determined on the
basis of the rates at which deposits in U.S. dollars, having a maturity of
three months and in a principal amount of not less than U.S. $1,000,000, are
offered at approximately 11:00 a.m., London time, on that LIBOR
Determination Date, to prime banks in the London interbank market by the
Reference Banks.  The Indenture Trustee
will request the principal London office of each Reference Bank identified to
it by the Administrator to provide a quotation of its rate.  If at least two Reference Banks provide
quotations, the rate for that day will be the arithmetic mean of the
quotations.  If fewer than two Reference
Banks provide quotations, the rate for that day will be the arithmetic mean of
the rates quoted by major banks in New York City, selected by the Administrator
at approximately 11:00 a.m., New York time, on that LIBOR Determination
Date, for loans in U.S. dollars to leading European banks having a maturity of
three months and in a principal amount of not less than U.S. $1,000,000.  If the banks selected as described above are
not providing quotations, the LIBOR in effect for the applicable Interest
Accrual Period will be the LIBOR in effect for the previous Interest Accrual
Period.


 


“LIBOR
Determination Date” means, for each Interest Accrual Period for the
LIBOR Rate Notes, the second Business Day before the beginning of that Interest
Accrual Period.


 


“LIBOR Rate
Notes” means, collectively, the Class A-7L Notes, the Class A-8L
Notes, the Class A-9L Notes, the Class A-10L Notes and the Class A-11L
Notes.


 


“Principal Reduction Payment” means, with
respect to a class of the LIBOR Rate Notes, a payment of principal on such
class of the LIBOR Rate Notes prior to the Stated Maturity thereof.


 


“Principal Reduction Payment Date” means
each Quarterly Distribution Date on which a Principal Reduction Payment is made
with respect to a class of the LIBOR Rate Notes.


 


“Quarterly
Distribution Date” means the 25th day of February, May, August and
November, or, if such day is not a Business Day, the immediately succeeding
Business Day, commencing on May 25, 2006.


 


“Redemption
Account” means the Redemption Account established within the
Acquisition Fund pursuant to the Series 2003-1 Supplemental Indenture (as
amended by Article IV of the Series 2003-2 Supplemental Indenture)
and Section 3.01 hereof.


 


“Reference
Banks” means, with respect to a determination of LIBOR for any
Interest Accrual Period by the Indenture Trustee, four major banks in the
London interbank market selected by the Administrator.


 


“Regular Record Date” means, for purposes
of the LIBOR Rate Notes, the Business Day prior to the Quarterly Distribution
Date.


 


3





















 


“Reserve Fund Requirement” means 0.75% of
the aggregate amount of the Series 2006-1 Notes Outstanding; provided,
however, that so long as any Series 2006-1 Notes remain Outstanding there
shall be at least $1,500,000 on deposit in the Reserve Fund.  Further, such percentage and amount may be
changed upon satisfaction of the Rating Agency Condition and receipt of a
Rating Confirmation.


 


“Series 2003-1 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2003-1
issued pursuant to the Series 2003-1 Supplemental Indenture in the
aggregate principal amount of $220,000,000.


 


“Series 2003-1 Supplemental Indenture”
means the Series 2003-1 Supplemental Indenture of Trust, dated as of March 1,
2003, between the Issuer and the Indenture Trustee.


 


“Series 2003-2 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2003-2
issued pursuant to the Series 2003-2 Supplemental Indenture in the
aggregate principal amount of $200,000,000.


 


“Series 2003-2 Supplemental Indenture”
means the Series 2003-2 Supplemental Indenture of Trust, dated as of September 1,
2003, between the Issuer and the Indenture Trustee.


 


“Series 2005-1 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2005-1
issued pursuant to the Series 2005-1 Supplemental Indenture in the
aggregate principal amount of $500,000,000.


 


“Series 2005-1 Supplemental Indenture”
means the Series 2005-1 Supplemental Indenture of Trust, dated as of March 1,
2005, between the Issuer and the Indenture Trustee.


 


“Series 2005-2 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2005-2
issued pursuant to the Series 2005-1 Supplemental Indenture in the
aggregate principal amount of $630,000,000.


 


“Series 2005-2
Supplemental Indenture” means the Series 2005-2 Supplemental
Indenture of Trust, dated as of November 1, 2005, between the Issuer and
the Indenture Trustee.


 


“Series 2006-1
Acquisition Account” means the Series 2006-1 Acquisition
Account established within the Acquisition Fund pursuant to Section 3.01
hereof.


 


“Series 2006-1 Notes” means the GCO
Education Loan Funding Trust-I, GCO ELF Student Loan Asset-Backed Notes, Series 2006-1
issued pursuant to this Supplemental Indenture in the aggregate principal
amount of $1,142,600,000, consisting of the Class A-7L Notes, the Class A-8L
Notes, the Class A-9L Notes, the Class A-10L Notes and the Class A-11L
Notes.


 


“Targeted Amortization Schedule” means,
with respect to a class of the LIBOR Rate Notes, the Schedule set forth as
Appendix A to this Supplemental Indenture for Principal Reduction Payments
on such class of the LIBOR Rate Notes prior to Stated Maturity thereof to the
extent moneys are available for such purpose in the Redemption Account of the
Acquisition Fund.


 


4





















 


“Telerate Page 3750”
means the display page so designated on the Telerate Service (or such
other page as may replace that page on that service for the purpose
of displaying comparable rates or prices).


 


“Third Supplemental Indenture” means the
Third Supplemental Indenture of Trust, dated as of December 1, 2004,
between the Issuer and the Indenture Trustee.


 


Words importing the
masculine gender include the feminine gender. 
Words importing persons include firms, associations and
corporations.  Words importing the
singular number include the plural number and vice versa.  Additional terms are defined in the body of
this Supplemental Indenture and the Appendices hereto.


 


In the event that any
term or provision contained herein with respect to the Series 2006-1 Notes
shall conflict with or be inconsistent with any term or provision contained in
the Indenture, the terms and provisions of this Supplemental Indenture shall
govern.


 


ARTICLE II



SERIES 2006-1 NOTE DETAILS,

FORMS OF SERIES 2006-1 NOTES,

REDEMPTION OF SERIES 2006-1 NOTES

AND USE OF PROCEEDS OF SERIES 2006-1 NOTES


 


Section 2.01. 
Series 2006-1 Note
Details.  The aggregate
principal amount of the Series 2006-1 Notes which may be initially
authenticated and delivered under this Supplemental Indenture is limited to,
and shall be individually issued in five separate classes consisting of
$90,000,000 of Class A-7L Notes, $372,000,000 of Class A-8L Notes,
$143,000,000 of Class A-9L Notes, $234,000,000 of Class A-10L Notes
and $303,600,000 of Class A-11L Notes, except for Series 2006-1 Notes
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
Notes pursuant to Sections 2.03 and 2.04 of the Indenture.  The Series 2006-1 Notes shall be
issuable only as fully registered notes in the Authorized Denominations.  The Series 2006-1 Notes of each class
shall each be lettered “R” and shall be numbered separately from 1 upwards,
respectively.  The Series 2006-1
Notes constitute Senior Notes.


 


The Class A-7L
Notes, the Class A-8L Notes, the Class A-9L Notes, the Class A-10L
Notes the Class A-11L Notes (collectively, the “LIBOR Rate Notes”) shall
be dated the Closing Date and shall bear interest from the Closing Date,
payable on each Quarterly Distribution Date, except that LIBOR Rate Notes which
are reissued upon transfer, exchange or other replacement shall bear interest
from the most recent Quarterly Distribution Date to which interest has been
paid, or if no interest has been paid, from the Closing Date.  The Class A-7L Notes shall bear interest
for each Interest Accrual Period, other than the first Interest Accrual Period,
at a per annum rate equal to LIBOR, plus 0.03%. 
The interest rate on the Class A-7L Notes for the first Interest
Accrual Period shall be 4.68436%.  The Class A-8L
Notes shall bear interest for each Interest Accrual Period, other than the
first Interest Accrual Period, at a per annum rate equal to LIBOR, plus
0.13%.  The interest rate on the Class A-8L
Notes for the first Interest Accrual Period shall be 4.78436%.  The Class A-9L Notes shall bear interest
for each Interest Accrual Period, other than the first Interest Accrual Period,
at a per annum rate equal to LIBOR, plus


 


5





















 


0.16%.  The interest rate on the Class A-9L
Notes for the first Interest Accrual Period shall be 4.81436%.  The Class A-10L Notes shall bear
interest for each Interest Accrual Period, other than the first Interest
Accrual Period, at a per annum rate equal to LIBOR, plus 0.19%.  The interest rate on the Class A-10L
Notes for the first Interest Accrual Period shall be 4.84436%.  The Class A-11L Notes shall bear
interest for each Interest Accrual Period, other than the first Interest
Accrual Period, at a per annum rate equal to LIBOR, plus 0.23%.  The interest rate on the Class A-11L
Notes for the first Interest Accrual Period shall be 4.88436%.  Interest payable on the LIBOR Rate Notes
shall be computed on the assumption that each year contains 360 days and actual
days elapsed and rounding the resultant figure to the fifth decimal place.  The Class A-7L Notes shall mature,
subject to Principal Reduction Payments, on May 25, 2022 (the Class A-7L
Notes’ “Stated Maturity”).  The Class A-8L
Notes shall mature, subject to Principal Reduction Payments, on May 25,
2025 (the Class A-8L Notes’ “Stated Maturity”).  The Class A-9L Notes shall mature,
subject to Principal Reduction Payments, on May 25, 2026 (the Class A-9L
Notes’ “Stated Maturity”).  The Class A-10L
Notes shall mature, subject to Principal Reduction Payments, on February 27,
2028 (the Class A-10L Notes’ “Stated Maturity”).  The Class A-11L Notes shall mature,
subject to Principal Reduction Payments, on May 25, 2036 (the Class A-11L
Notes’ “Stated Maturity”).


 


The principal of the Series 2006-1
Notes due at Stated Maturity or redemption in whole shall be payable at the
Corporate Trust Office of the Indenture Trustee, or such other location as
directed by the Indenture Trustee, or at the principal office of its successor
in trust upon presentation and surrender of the Series 2006-1 Notes.  Payment of interest and principal paid
subject to a redemption on any Series 2006-1 Note shall be made to the
Noteholder thereof by check or draft mailed on the Payment Date by the
Indenture Trustee to the Noteholder at his address as it last appears on the
registration books kept by the Indenture Trustee at the close of business on
the Regular Record Date for such Payment Date, but any such interest not so
timely paid or duly provided for shall cease to be payable to the Noteholder
thereof at the close of business on the Regular Record Date and shall be
payable to the Noteholder thereof at the close of business on a special record
date (a “Special Record Date”) for the payment of any such defaulted
interest.  Such Special Record Date shall
be fixed by the Indenture Trustee whenever moneys become available for payment
of the defaulted interest, and notice of such Special Record Date shall be
given to the Noteholders of the Series 2006-1 Notes not less than 10 days
prior thereto by first-class mail to each such Noteholder as shown on the
Indenture Trustee’s registration books on the date selected by the Indenture
Trustee, stating the date of the Special Record Date and the date fixed for the
payment of such defaulted interest. 
Payment of interest to the Securities Depository or its nominee shall,
and at the written request addressed to the Indenture Trustee of any other
Noteholder owning at least $1,000,000 principal amount of the Series 2006-1
Notes, payments of interest shall, be paid by wire transfer within the United
States to the bank account number filed no later than the Regular Record Date
or Special Record Date with the Indenture Trustee for such purpose.  All payments on the Series 2006-1 Notes
shall be made in lawful money of the United States of America.


 


(a)                                  Except
as otherwise provided in this Section, the Series 2006-1 Notes in the form
of one global note for each Stated Maturity date shall be registered in the
name of the Securities Depository or its nominee and ownership thereof shall be
maintained in book-entry form by the Securities Depository for the account of
the Agent Members. Initially, each Series 2006-1 Note shall be registered
in the name of CEDE & CO., as the


 


6





















 


nominee of The
Depository Trust Company.  Except as
provided in subsection (d) of this Section, the Series 2006-1
Notes may be transferred, in whole but not in part, only to the Securities
Depository or a nominee of the Securities Depository or to a successor
Securities Depository selected or approved by the Issuer or to a nominee of
such successor Securities Depository. 
Each global note shall bear a legend substantially to the following
effect: “Except as otherwise provided in the Indenture, this global note may be
transferred, in whole but not in part, only to another nominee of the
Securities Depository, as defined in the Indenture, or to a successor
Securities Depository or to a nominee of a successor Securities Depository.”


 


(b)                                 Except
as otherwise provided herein, the Issuer and the Indenture Trustee shall have
no responsibility or obligation with respect to (i) the accuracy of the
records of the Securities Depository or any Agent Member with respect to any
beneficial ownership interest in the Series 2006-1 Notes; (ii) the
delivery to any Agent Member, beneficial owner of the Series 2006-1 Notes
or other Person, other than the Securities Depository, of any notice with
respect to the Series 2006-1 Notes; or (iii) the payment to any Agent
Member, beneficial owner of the Series 2006-1 Notes or other Person, other
than the Securities Depository, of any amount with respect to the principal of
or interest on the Series 2006-1 Notes. 
So long as the certificates for the Series 2006-1 Notes issued
under this Supplemental Indenture are not issued pursuant to paragraph (c) of
this Section the Issuer and the Indenture Trustee may treat the Securities
Depository as, and deem the Securities Depository to be, the absolute owner of
the Series 2006-1 Notes for all purposes whatsoever, including, without
limitation, (A) the payment of principal of and interest on such Series 2006-1
Notes, (B) giving notices of redemption and other matters with respect to
such Series 2006-1 Notes, and (C) registering transfers with respect
to such Series 2006-1 Notes.  In
connection with any notice or other communication to be provided to the
Noteholders pursuant to this Supplemental Indenture by the Issuer or the
Indenture Trustee with respect to any consent or other action to be taken by
the Noteholders, the Issuer or the Indenture Trustee, as the case may be, shall
establish a record date for such consent or other action and, if the Securities
Depository shall hold all of the Series 2006-1 Notes, give the Securities
Depository notice of such record date not less than 15 calendar days in advance
of such record date to the extent possible. 
Such notice to the Securities Depository shall be given only when the
Securities Depository is the sole Noteholder.


 


(c)                                  If
at any time the Securities Depository notifies the Issuer and the Indenture Trustee
that it is unwilling or unable to continue as Securities Depository with
respect to any or all of the Series 2006-1 Notes or if at any time the
Securities Depository shall no longer be registered or in good standing under
the Securities Exchange Act or other applicable statute or regulation and a
successor Securities Depository is not appointed by the Issuer within 90 days
after the Issuer receives notice or becomes aware of such condition, as the
case may be, paragraphs (a) and (b) of this Section shall
no longer be applicable and the Issuer shall execute and the Indenture Trustee
shall authenticate and deliver certificates representing the Series 2006-1
Notes as provided below.  In addition,
the Issuer may determine at any time that the Series 2006-1 Notes shall no
longer be represented by global certificates and that the provisions of
paragraphs (a) and (b) of this Section shall no longer
apply to the Series 2006-1 Notes. 
In


 


7





















 


such event, the
Issuer shall execute and the Indenture Trustee shall authenticate and deliver
certificates representing the Series 2006-1 Notes as provided below.  Certificates for the Series 2006-1 Notes
issued in exchange for a global certificate pursuant to this subsection shall
be registered in such names and authorized denominations as the Securities
Depository, pursuant to instructions from the Agent Members or otherwise, shall
instruct in writing to the Issuer and the Indenture Trustee, and upon which
written instructions the Indenture Trustee may rely without investigation.  The Indenture Trustee shall promptly deliver
such certificates representing the Series 2006-1 Notes to the Persons in
whose names such Notes are so registered.


 


Section 2.02. 
Principal Reduction Payments on the Series 2006-1 Notes.


 


(a)                                  Principal Reduction Payments on LIBOR Rate Notes.


 


(i)                                     Each
class of the LIBOR Rate Notes shall receive reductions of principal pursuant to
Principal Reduction Payments to be made on Quarterly Distribution Dates from amounts
on deposit in the Redemption Account of the Acquisition Fund for such purpose
in an amount up to, but not greater than, the amount needed to reduce the
outstanding balance of such class of the LIBOR Rate to its Targeted Balance set
forth in Appendix A hereto for such Quarterly Distribution Date.  If any Principal Reduction Payments on the Class A-1L
Notes, the Class A-2L Notes, the Class A-3L Notes, the Class A-4L
Notes, the Class A-5L Notes, the Class A-6L Notes, the Class A-7L
Notes, the Class A-8L Notes, the Class A-9L Notes, the Class A-10L
Notes or the Class A-11L Notes are to be made on the same Quarterly
Distribution Dates, the Principal Reduction Payments will be made, first, on the Class A-1L Notes until the Class A-1L
Notes have been reduced to their Targeted Balance set forth in Appendix B to
the Series 2003-2 Supplemental Indenture for such Quarterly Distribution
Date, second, on the Class A-2L Notes
until the Class A-2L Notes have been reduced to their Targeted Balance set
forth in Appendix B to the Series 2005-1 Supplemental Indenture for such
Quarterly Distribution Date, third, on the Class A-3L
Notes until the Class A-3L Notes have been reduced to their Targeted
Balance set forth in Appendix B to the Series 2005-1 Supplemental
Indenture for such Quarterly Distribution Date, fourth,
on the Class A-4L Notes until the Class A-4L Notes have been reduced
to their Targeted Balance set forth in Appendix B to the Series 2005-2
Supplemental Indenture for such Quarterly Distribution Date, fifth, on the Class A-5L Notes until the Class A-5L
Notes have been reduced to their Targeted Balance set forth in Appendix B to
the Series 2005-2 Supplemental Indenture for such Quarterly Distribution
Date, sixth, on the Class A-6L Notes
until the Class A-6L Notes have been reduced to their Targeted Balance set
forth in Appendix B to the Series 2005-2 Supplemental Indenture for such
Quarterly Distribution Date, seventh, on the
Class A-7L Notes until the Class A-7L Notes have been reduced to
their Targeted Balance set forth in Appendix A hereto for such Quarterly
Distribution Date, eighth, on the Class A-8L
Notes until the Class A-8L Notes have been reduced to their Targeted
Balance set forth in Appendix A hereto for such Quarterly Distribution
Date, ninth, on the Class A-9L Notes
until the Class A-9L Notes have been reduced to their Targeted Balance set


 


8





















 


forth in
Appendix A hereto for such Quarterly Distribution Date tenth, on the Class A-10L Notes until the Class A-10L
Notes have been reduced to their Targeted Balance set forth in Appendix A
hereto for such Quarterly Distribution Date and eleventh,
on the Class A-11L Notes until the Class A-11L Notes have been
reduced to their Targeted Balance set forth in Appendix A hereto for such
Quarterly Distribution Date.  Preferably
five, but not less than two Business Days prior to each Quarterly Distribution
Date, the Indenture Trustee shall send the Securities Depository written notice
with respect to the dollar amount per $1,000 original principal amount thereof,
that the Indenture Trustee will be paying to the Securities Depository on the
Quarterly Distribution Date for each class of the LIBOR Rate Notes.  The Indenture Trustee may, to the extent
necessary to avoid payments of fractional cents, reduce scheduled payments by
up to $1,000 for each class of the LIBOR Rate Notes.  To the extent the Indenture Trustee effects
any such reduction, such amount shall be carried over to the next scheduled
Principal Reduction Payment Date for that class of the LIBOR Rate Notes.  Such notices, which shall clearly indicate
that they relate to a reduction of principal, shall contain the Ending Balance
Factor and the Indenture Trustee contact’s name and telephone number, shall be
sent by facsimile (or such other method designated by the Securities
Depository) to the Securities Depository’s Dividend Department.  Failure to make a
Principal Reduction Payment on a class of the LIBOR Rate Notes in the amount
set forth in the Targeted Amortization Schedule on the Principal Reduction
Payment Date shall not constitute an Event of Default under this Indenture.


 


(ii)                                  Notwithstanding
subsection (a)(i) of this Section or as provided in a subsequent
Supplemental Indenture, if no Senior Notes (other than Senior Notes subject to
Principal Reduction Payments) remain outstanding, the LIBOR Rate Notes and any
other Senior Notes subject to Principal Reduction Payments are subject to
additional reductions of principal pursuant to Principal Reduction Payments to
be made on Quarterly Distribution Dates from any amounts remaining on deposit
in the Redemption Account of the Acquisition Fund after making the Principal
Reduction Payments required pursuant to subsection (a)(i) of this
Section.  Any such amounts remaining on
deposit in the Redemption Account of the Acquisition Fund shall be used to
further reduce the outstanding principal amount of any Senior Notes, which may
include the LIBOR Rate Notes, subject to Principal Reduction Payments on the
next succeeding Quarterly Distribution Date to their Targeted Balances for such
succeeding Quarterly Distribution Date. 
If the outstanding principal amount of all Senior Notes subject to
Principal Reduction Payments on such succeeding Quarterly Distribution Date
have been reduced to their Targeted Balances for that succeeding Quarterly
Distribution Date, then any such amounts remaining on deposit in the Redemption
Account of the Acquisition Fund shall be used to further reduce the outstanding
principal amount of any Senior Notes, which may include the LIBOR Rate Notes,
subject to Principal Reduction Payments on the next succeeding Quarterly
Distribution Date until they have been reduced to their Targeted Balances for
such next succeeding Quarterly Distribution Date, and the Trustee shall
continue this process until the outstanding principal amount of all Senior
Notes subject to


 


9





















 


Principal
Reduction Payments have been reduced to zero. 
If any Principal Reduction Payments on the Class A-1L Notes, the Class A-2L
Notes, the Class A-3L Notes, the Class A-4L Notes, the Class A-5L
Notes, the Class A-6L Notes, the Class A-7L Notes, the Class A-8L
Notes, the Class A-9L Notes, the Class A-10L Notes or the Class A-11L
Notes are to be made on the same Quarterly Distribution Dates, the Principal
Reduction Payments will be made, first, on the Class A-1L
Notes until the Class A-1L Notes have been reduced to their Targeted
Balance set forth in Appendix B to the Series 2003-2 Supplemental Indenture
for such Quarterly Distribution Date, second, on the Class A-2L
Notes until the Class A-2L Notes have been reduced to their Targeted
Balance set forth in Appendix B to the Series 2005-1 Supplemental
Indenture for such Quarterly Distribution Date, third,
on the Class A-3L Notes until the Class A-3L Notes have been reduced
to their Targeted Balance set forth in Appendix B to the Series 2005-1
Supplemental Indenture for such Quarterly Distribution Date, fourth, on the Class A-4L Notes until the Class A-4L
notes have been reduced to their Targeted Balance set forth in Appendix B to
the Series 2005-2 Supplemental Indenture for such Quarterly Distribution
Date, fifth, on the Class A-5L Notes until the Class A-5L
Notes have been reduced to their Targeted Balance set forth in Appendix B
to the Series 2005-2 Supplemental Indenture for such Quarterly
Distribution Date, sixth, on the Class A-6L
Notes until the Class A-6L Notes have been reduced to their Targeted
Balance set forth in Appendix B to the Series 2005-2 Supplemental
Indenture for such Quarterly Distribution Date, seventh,
on the Class A-7L Notes until the Class A-7L Notes have been reduced
to their Targeted Balance set forth in Appendix A hereto for such Quarterly
Distribution Date, eighth, on the Class A-8L
Notes until the Class A-8L Notes have been reduced to their Targeted
Balance set forth in Appendix A hereto for such Quarterly Distribution
Date, ninth, on the Class A-9L Notes
until the Class A-9L Notes have been reduced to their Targeted Balance set
forth in Appendix A hereto for such Quarterly Distribution Date, tenth, on the Class A-10L Notes until the Class A-10L
Notes have been reduced to their Targeted Balance set forth in Appendix A
hereto for such Quarterly Distribution Date and eleventh,
on the Class A-11L Notes until the Class A-11L Notes have been
reduced to their Targeted Balance set forth in Appendix A hereto for such
Quarterly Distribution Date.


 


(iii)                               Principal
Reduction Payments on the LIBOR Rate Notes will be made on a pro rata basis
within each class of the LIBOR Rate Notes receiving Principal Reduction
Payments and subsequent to each Principal Reduction Payment, each LIBOR Rate
Note will be outstanding in a fractional amount of its original principal
amount.


 


(iv)                              Notice of Principal Reduction.  Preferably five, but not less than two
Business Days prior to each Principal Reduction Payment Date, the Indenture
Trustee shall cause notice of any reduction pursuant to clause (i) or
(ii) of this subsection (a) to be given by mailing a copy of the
notice by first class mail to the Administrator and Noteholder of any LIBOR
Rate Notes designated for reduction in whole or in part, at their address as
the same shall last appear upon the


 


10





















 


registration books
on the reduction date; provided, however, that failure to give such notice, or
any defect therein, shall not affect the validity of any proceedings for the
reduction of such LIBOR Rate Notes.


 


(b)                                 Optional Redemption or Purchase.


 


(i)                                     Optional Redemption or Purchase of Series 2006-1
Notes.  Subject to the
provisions of Section 2.02(c) hereof, the Series 2006-1 Notes
are subject to redemption or purchase at the option of the Issuer exercised by
an Issuer Order, in whole only, on any Payment Date on which the aggregate
current principal balance of all the Notes issued under the Indenture is less
than or equal to 10% of the initial aggregate principal balance of all the
Notes issued under the Indenture on their respective Closing Date, at a
redemption price equal to (A) the principal balance plus accrued interest
to the date fixed for redemption and (B) any Carry-over Amount and any
interest accrued on any Carry-over Amount to the date fixed for redemption,
from the proceeds of funds received by the Indenture Trustee and deposited in
the Revenue Fund, the Acquisition Fund and the Reserve Fund.  On the Payment Date fixed for redemption or
purchase in such Issuer Order (which Issuer Order shall be received by the
Indenture Trustee not less then 16 days prior to such redemption), the
Issuer shall deposit or cause to be deposited in or transferred to the
Redemption Account of the Acquisition Fund (from the Revenue Fund) an amount
sufficient to redeem all of the Notes, less amounts on deposit in the Reserve
Fund.  On such redemption date the
Indenture Trustee shall transfer amounts in the Reserve Fund to the Redemption
Account of the Acquisition Fund and effect the redemption of all the Notes.


 


(ii)                                  Notice of Redemption and Purchase.  The Indenture Trustee shall cause notice of
any redemption or purchase pursuant to Section 2.02(b)(i) hereof to
be given by mailing a copy of the notice by first-class mail to the
Administrator and the Noteholder of any Series 2006-1 Notes designated for
redemption or purchase in whole or in part, at their address as the same shall
last appear upon the registration books, in each case not less than 15 days
prior to the redemption or purchase date; provided, however, that failure to
give such notice, or any defect therein, shall not affect the validity of any
proceedings for the redemption or purchase of such Series 2006-1 Notes for
which no such failure or defect occurs.


 


(c)                                  Partial Redemption.  All of the Senior Notes shall be redeemed
prior to redemption of any Subordinate Notes; provided, however, upon the
Indenture Trustee’s receipt of an Issuer Order certifying that the ratio of the
Value of the Trust Estate to the Value of the Senior Notes and the Subordinate
Notes then Outstanding exceeds 101.50% and the ratio of the Value of the Trust
Estate to the Value of the Senior Notes then Outstanding exceeds 104.00%, or
such other percentages that satisfy the Rating Agency Condition, the Indenture
Trustee shall redeem Subordinate Notes while Senior Notes remain Outstanding
until the Value of the Trust Estate to the Value of the Notes equals the
percentages described in this sentence after giving effect to the redemption of
Subordinate Notes.  The Indenture Trustee
may conclusively rely upon such certification without duty to know, determine
or further examine such Issuer Order.


 


11





















 


Section 2.03. 
Delivery of Series 2006-1
Notes.  Upon the
execution and delivery of this Supplemental Indenture, the Issuer shall execute
and deliver to the Indenture Trustee and the Indenture Trustee shall
authenticate the Series 2006-1 Notes and deliver the Series 2006-1
Notes to The Depository Trust Company; provided, however, prior to the delivery
by the Indenture Trustee of any of the Series 2006-1 Notes, there shall
have been filed with or delivered to the Indenture Trustee the following:


 


(a)                                  an
Issuer Order authorizing the execution and delivery of this Supplemental
Indenture and the issuance of the Series 2006-1 Notes;


 


(b)                                 duly
executed copies of this Supplemental Indenture and a copy of the Indenture; and


 


(c)                                  rating
letters from each Rating Agency stating (i) that the Series 2006-1
Notes have been rated “AAA” by Fitch and S&P and “Aaa” by Moody’s; and (ii) that
the issuance of the Series 2006-1 Notes will not adversely affect the
ratings assigned to the Series 2003-1 Notes, the Series 2003-2 Notes,
the Series 2005-1 Notes or the Series 2005-2 Notes or that the
ratings on the Series 2003-1 Notes, the Series 2003-2 Notes, the Series 2005-1
Notes or the Series 2005-2 Notes have been confirmed.


 


Section 2.04. 
Trustee’s Authentication
Certificate.  The
Indenture Trustee’s authentication certificate upon the Series 2006-1
Notes shall be substantially in the forms provided in Exhibit A.  No Series 2006-1 Note shall be secured
hereby or entitled to the benefit hereof, or shall be valid or obligatory for
any purpose, unless a certificate of authentication, substantially in such
form, has been duly executed by the Indenture Trustee; and such certificate of
the Indenture Trustee upon any Series 2006-1 Note shall be conclusive
evidence and the only competent evidence that such Note has been authenticated
and delivered hereunder.  The Indenture
Trustee’s certificate of authentication shall be deemed to have been duly executed
by it if manually signed by an authorized officer of the Indenture Trustee, but
it shall not be necessary that the same person sign the certificate of
authentication on all of the Series 2006-1 Notes issued hereunder.


 


Section 2.05. 
Deposit of Series 2006-1 Note Proceeds and Additional Deposit              .  Upon the issuance and delivery of the Series 2006-1
Notes, the Indenture Trustee shall deposit the net proceeds thereof (i.e., net
of Underwriters’ discount of $3,999,100):


 


(a)                                  an
amount equal to $1,130,220,244 shall be deposited to the Series 2006-1
Acquisition Account; and


 


(b)                                 an
amount equal to $8,380,656 shall be deposited to the Reserve Fund.


 


Simultaneously with the
deposit of the Series 2006-1 Note proceeds, the Indenture Trustee shall
deposit $88,999,100.00 (received by wire transfer from Zions First National
Bank, as Collateral Agent, for the GCO SLIMS TRUST I) to the Series 2006-1
Acquisition Account.


 


Section 2.06. 
Forms of Series 2006-1
Notes.  The LIBOR Rate
Notes shall be in substantially the form set forth in Exhibit A hereto,
with such variations, omissions and insertions as may be necessary.


 


12





















 


Section 2.07. 
Conditions Precedent. 
Each of the Series 2006-1 Notes shall be executed, authenticated
and delivered on the Closing Date for such Series 2006-1 Notes set forth
herein subject to the satisfaction of the conditions precedent set forth in Section 2.09
of the Original Indenture and Section 2.03 hereof.


 


Section 2.08. 
Issuer Covenants with Respect
to Principal Reduction Payments.  No additional Notes may be issued by the
Issuer which have Principal Reduction Payments or, except as provided in this
Section, Stated Maturities (or mandatory sinking fund payments) prior to May 25,
2022 which are payable prior to the Principal Reduction Payments on the LIBOR
Rate Notes; provided, however, the Issuer may issue additional Notes with
Principal Reduction Payments which are payable concurrently with the Principal
Reduction Payments on the LIBOR Rate Notes or additional Notes with Stated
Maturities (or mandatory sinking fund payments) prior to May 25, 2022, if
the Issuer reasonably determines, on the date of issuance of such additional
Notes, that the issuance of such additional Notes will not adversely affect the
sufficiency of the amounts directed to make Principal Reduction Payments on the
LIBOR Rate Notes in accordance with the Targeted Balances set forth on Appendix
A hereto.


 


ARTICLE III



FUNDS AND ACCOUNTS


 


Section 3.01. 
Acquisition Fund.  The Indenture Trustee is hereby directed to
establish an Account within the Acquisition Fund to be known as the “Series 2006-1
Acquisition Account.”  The Indenture
Trustee shall deposit the proceeds described in Section 2.05(a) hereof
to the Series 2006-1 Acquisition Account on the Closing Date.  Moneys in the Series 2006-1 Acquisition
Account shall be used as described in Section 5.02 of the Indenture.  On January 1, 2007, or such later date
consented to by the Rating Agencies rating the Notes, any proceeds of the Series 2006-1
Notes remaining in the Series 2006-1 Acquisition Account shall be
transferred to the Redemption Account and the Series 2006-1 Acquisition
Account shall be closed.


 


The Indenture Trustee is
hereby directed to continue the Redemption Account of the Acquisition Fund
established pursuant to Section 3.01 of the Series 2003-1
Supplemental Indenture.  On and after January 1,
2007, or such later date consented to by the Rating Agencies rating the Notes,
all Recoveries of Principal deposited to the Series 2006-1 Acquisition
Account shall be transferred to the Redemption Account.  In addition, any amounts permitted to be
transferred to the Redemption Account from the Revenue Fund pursuant to Section 5.03(b) of
the Indenture shall be deposited to the Redemption Account.  Moneys in the Redemption Account shall be
used (i) first, to make the next scheduled
Principal Reduction Payments on Notes pursuant to the provisions of the
Supplemental Indentures authorizing such Notes (or to retain therein an amount
sufficient to make such next Principal Reduction Payments), second, to mandatorily redeem Notes pursuant to the
provisions of the Supplemental Indentures authorizing such Notes and, third, to make additional Principal Reduction Payments on
Notes pursuant to the provisions of the Supplemental Indentures authorizing
such Notes or (ii) as otherwise directed in a Supplemental Indenture.


 


13





















 


ARTICLE IV



ADDITIONAL COVENANTS


 


Section 4.01. 
Additional Covenants with respect to FFELP Loans.  If, after any reauthorization or amendment of
the Higher Education Act, loans authorized thereunder, including, without
limitation, their benefits, any provisions, or the servicing thereof, are
materially different from loans so authorized prior to such reauthorization or
amendment, such loans authorized after such reauthorization or amendment shall
not constitute FFELP Loans unless a Rating Confirmation is obtained.


 


Section 4.02. 
Additional Covenants with respect to Investment Securities.  In addition to the requirements set forth in
the definition of “Eligible Investments” contained in the Indenture, any
Eligible Investment with a maturity of three months or greater must also have a
Moody’s rating of “Prime-1.”  Eligible
Investments with maturities of one month or less must have a Moody’s rating of
at least “A2” or “Prime-1.”


 


ARTICLE V



AMENDMENTS TO SUPPLEMENTAL INDENTURES


 


Section 5.01. 
Amendment to Definition of “Business Day” contained in each of the Series 2003-1
Supplemental Indenture, the Series 2003-2 Supplemental Indenture, the Series 2005-1
Supplemental Indenture and the Series 2005-2 Supplemental Indenture.


 


(a)                                  The
definition of “Business Day” in Section 1.01 of the Series 2003-1
Supplemental Indenture, the Series 2003-2 Supplemental Indenture, the Series 2005-1
Supplemental Indenture and the Series 2005-2 Supplemental Indenture is
hereby amended and restated as follows:


 


“Business Day” means (a) for
purposes of the LIBOR Rate Notes, (i) for purposes of calculating LIBOR,
any day on which banks in New York, New York and London, England are open for
the transaction of international business and (ii) for all other purposes,
any day other than a Saturday, Sunday, holiday or other day on which banks
located in New York, New York or the city in which the principal office of the
Indenture Trustee is located are authorized or permitted by law or executive
order to close; and (b) for purposes of the Auction Rate Securities, the
definition of “Business Day” set forth in Appendix A hereto.


 


(b)                                 The
definition of “Business Day” in Appendix A—Certain Terms and Provisions of
the Auction Rate Securities of each of the Series 2003-1 Supplemental
Indenture, the Series 2003-2 Supplemental Indenture, the Series 2005-1
Supplemental Indenture and the Series 2005-2 Supplemental Indenture is
hereby amended and restated as follows:


 


“Business Day” means any day other than a
Saturday, Sunday, holiday or other day on which banks located in New York, New
York, or


 


14





















 


in the
city in which the principal office of the Indenture Trustee or the Auction
Agent is located, are authorized or permitted by law or executive order to
close; provided that with respect to Auction Dates such term shall exclude April 14
and 15 and December 30 and 31 and such other dates as may be agreed to in
writing by the Auction Agent, the Broker-Dealers and the Issuer.


 


ARTICLE VI



GENERAL PROVISIONS


 


Section 6.01. 
Date of Execution.  This Supplemental Indenture for convenience
and for the purpose of reference is dated as of January 1, 2006.


 


Section 6.02. 
Laws Governing. 
It is the intent of the parties hereto that this Supplemental Indenture
shall in all respects be governed by the laws of the State of New York.


 


Section 6.03. 
Severability.  If any covenant, agreement, waiver or part
thereof in this Supplemental Indenture contained be forbidden by any pertinent
law or under any pertinent law be effective to render this Supplemental
Indenture invalid or unenforceable or to impair the lien hereof, then each such
covenant, agreement, waiver, or part thereof shall itself be and is hereby
declared to be wholly ineffective, and this Supplemental Indenture shall be
construed as if the same were not included herein.


 


Section 6.04. 
Exhibits and Appendices.  The terms of each Exhibit and Appendix
attached to this Supplemental Indenture are incorporated herein in all
particulars.


 


Section 6.05. 
Limitation of Liability
of the Delaware Trustee. 
It is expressly understood and agreed by the parties hereto that (a) this
Supplemental Indenture is executed and delivered by the Delaware Trustee, not
individually or personally but solely as Delaware Trustee of the Issuer, in the
exercise of the powers and authority conferred and vested in it under the Trust
Agreement; (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by the Delaware Trustee but is
made and intended for the purpose of binding only the Issuer; and (c) under
no circumstances shall the Delaware Trustee be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Supplemental Indenture.


 


ARTICLE VII



APPLICABILITY OF INDENTURE


 


The provisions of the
Indenture are hereby ratified, approved and confirmed, except as otherwise
expressly modified by this Supplemental Indenture.  The representations, warranties and covenants
contained in the Indenture (except as expressly modified herein) are hereby
reaffirmed with the same force and effect as if fully set forth herein and made
again as of the date hereof.


 


15





















 


IN WITNESS WHEREOF, the
Issuer and the Indenture Trustee have caused this Supplemental Indenture to be
executed by their respective Authorized Officers, all in multiple counterparts,
each of which shall be deemed an original, and the Issuer and the Indenture
Trustee have caused this Supplemental Indenture to be dated as of the date
herein above first shown.


 


	
   

  	
  GCO EDUCATION LOAN FUNDING

  TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity but solely as

  Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ZIONS FIRST NATIONAL BANK, not in its

  individual capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  David W. Bata, Vice President

  
						



 


[Signature Page to Series 2006-1
Supplemental Indenture of Trust]


 





















 


APPENDIX A



TARGETED BALANCES FOR THE LIBOR RATE NOTES


 


TARGETED BALANCES FOR THE CLASS A-7L NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/25/2007

  	
   

  	
  $

  	
  83,144,000

  	
   

  	
  $

  	
  6,856,000

  	
   

  	
  2/25/2009

  	
   

  	
  $

  	
  36,902,000

  	
   

  	
  $

  	
  10,508,000

  	
   

  
	
  2/25/2008

  	
   

  	
  75,729,000

  	
   

  	
  7,415,000

  	
   

  	
  5/25/2009

  	
   

  	
  26,880,000

  	
   

  	
  10,022,000

  	
   

  
	
  5/25/2008

  	
   

  	
  68,245,000

  	
   

  	
  7,484,000

  	
   

  	
  8/25/2009

  	
   

  	
  15,446,000

  	
   

  	
  11,434,000

  	
   

  
	
  8/25/2008

  	
   

  	
  57,377,000

  	
   

  	
  10,868,000

  	
   

  	
  11/25/2009

  	
   

  	
  1,347,000

  	
   

  	
  14,099,000

  	
   

  
	
  11/25/2008

  	
   

  	
  47,410,000

  	
   

  	
  9,967,000

  	
   

  	
  2/25/2010

  	
   

  	
  0

  	
   

  	
  1,347,000

  	
   

  
																



 


TARGETED BALANCES FOR THE CLASS A-8L NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2/25/2010

  	
   

  	
  $

  	
  357,549,000

  	
   

  	
  $

  	
  14,451,000

  	
   

  	
  11/25/2012

  	
   

  	
  $

  	
  164,630,000

  	
   

  	
  $

  	
  18,946,000

  	
   

  
	
  5/25/2010

  	
   

  	
  341,681,000

  	
   

  	
  15,868,000

  	
   

  	
  2/25/2013

  	
   

  	
  145,853,000

  	
   

  	
  18,777,000

  	
   

  
	
  8/25/2010

  	
   

  	
  325,422,000

  	
   

  	
  16,259,000

  	
   

  	
  5/25/2013

  	
   

  	
  127,221,000

  	
   

  	
  18,632,000

  	
   

  
	
  11/25/2010

  	
   

  	
  308,550,000

  	
   

  	
  16,872,000

  	
   

  	
  8/25/2013

  	
   

  	
  107,919,000

  	
   

  	
  19,302,000

  	
   

  
	
  2/25/2011

  	
   

  	
  291,517,000

  	
   

  	
  17,033,000

  	
   

  	
  11/25/2013

  	
   

  	
  88,235,000

  	
   

  	
  19,684,000

  	
   

  
	
  5/25/2011

  	
   

  	
  274,782,000

  	
   

  	
  16,735,000

  	
   

  	
  2/25/2014

  	
   

  	
  68,467,000

  	
   

  	
  19,768,000

  	
   

  
	
  8/25/2011

  	
   

  	
  257,125,000

  	
   

  	
  17,657,000

  	
   

  	
  5/25/2014

  	
   

  	
  49,247,000

  	
   

  	
  19,220,000

  	
   

  
	
  11/25/2011

  	
   

  	
  239,096,000

  	
   

  	
  18,029,000

  	
   

  	
  8/25/2014

  	
   

  	
  29,727,000

  	
   

  	
  19,520,000

  	
   

  
	
  2/25/2012

  	
   

  	
  220,672,000

  	
   

  	
  18,424,000

  	
   

  	
  11/25/2014

  	
   

  	
  9,790,000

  	
   

  	
  19,937,000

  	
   

  
	
  5/25/2012

  	
   

  	
  202,270,000

  	
   

  	
  18,402,000

  	
   

  	
  2/25/2015

  	
   

  	
  0

  	
   

  	
  9,790,000

  	
   

  
	
  8/25/2012

  	
   

  	
  183,576,000

  	
   

  	
  18,694,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																



 


TARGETED BALANCES FOR THE CLASS A-9L NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2/25/2015

  	
   

  	
  $

  	
  132,483,000

  	
   

  	
  $

  	
  10,517,000

  	
   

  	
  2/25/2016

  	
   

  	
  $

  	
  53,000,000

  	
   

  	
  $

  	
  19,295,000

  	
   

  
	
  5/25/2015

  	
   

  	
  112,448,000

  	
   

  	
  20,035,000

  	
   

  	
  5/25/2016

  	
   

  	
  34,591,000

  	
   

  	
  18,409,000

  	
   

  
	
  8/25/2015

  	
   

  	
  92,182,000

  	
   

  	
  20,266,000

  	
   

  	
  8/25/2016

  	
   

  	
  16,276,000

  	
   

  	
  18,315,000

  	
   

  
	
  11/25/2015

  	
   

  	
  72,295,000

  	
   

  	
  19,887,000

  	
   

  	
  11/25/2016

  	
   

  	
  0

  	
   

  	
  16,276,000

  	
   

  
																



 





















 


TARGETED BALANCES FOR THE CLASS A-10L NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/25/2016

  	
   

  	
  $

  	
  233,394,000

  	
   

  	
  $

  	
  606,000

  	
   

  	
  2/25/2018

  	
   

  	
  $

  	
  86,418,000

  	
   

  	
  $

  	
  32,365,000

  	
   

  
	
  2/25/2017

  	
   

  	
  215,840,000

  	
   

  	
  17,554,000

  	
   

  	
  5/25/2018

  	
   

  	
  55,465,000

  	
   

  	
  30,953,000

  	
   

  
	
  5/25/2017

  	
   

  	
  185,892,000

  	
   

  	
  29,948,000

  	
   

  	
  8/25/2018

  	
   

  	
  25,036,000

  	
   

  	
  30,429,000

  	
   

  
	
  8/25/2017

  	
   

  	
  151,937,000

  	
   

  	
  33,955,000

  	
   

  	
  11/25/2018

  	
   

  	
  0

  	
   

  	
  25,036,000

  	
   

  
	
  11/25/2017

  	
   

  	
  118,783,000

  	
   

  	
  33,154,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																



 


TARGETED BALANCES FOR THE CLASS A-11L NOTES


 


	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  	
  Quarterly

  Distribution

  Date

  	
   

  	
  Targeted

  Balance

  	
   

  	
  Amount

  Targeted for

  Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/25/2018

  	
   

  	
  $

  	
  298,905,000

  	
   

  	
  $

  	
  4,695,000

  	
   

  	
  8/25/2020

  	
   

  	
  $

  	
  112,514,000

  	
   

  	
  $

  	
  24,450,000

  	
   

  
	
  2/25/2019

  	
   

  	
  269,776,000

  	
   

  	
  29,129,000

  	
   

  	
  11/25/2020

  	
   

  	
  88,668,000

  	
   

  	
  23,846,000

  	
   

  
	
  5/25/2019

  	
   

  	
  241,953,000

  	
   

  	
  27,823,000

  	
   

  	
  2/25/2021

  	
   

  	
  65,429,000

  	
   

  	
  23,239,000

  	
   

  
	
  8/25/2019

  	
   

  	
  214,592,000

  	
   

  	
  27,361,000

  	
   

  	
  5/25/2021

  	
   

  	
  43,197,000

  	
   

  	
  22,232,000

  	
   

  
	
  11/25/2019

  	
   

  	
  187,892,000

  	
   

  	
  26,700,000

  	
   

  	
  8/25/2021

  	
   

  	
  21,383,000

  	
   

  	
  21,814,000

  	
   

  
	
  2/25/2020

  	
   

  	
  161,940,000

  	
   

  	
  25,952,000

  	
   

  	
  11/25/2021

  	
   

  	
  122,000

  	
   

  	
  21,261,000

  	
   

  
	
  5/25/2020

  	
   

  	
  136,964,000

  	
   

  	
  24,976,000

  	
   

  	
  2/25/2022

  	
   

  	
  0

  	
   

  	
  122,000

  	
   

  
																



 


A-2





















 


EXHIBIT A



FORM OF SENIOR LIBOR FLOATING RATE SECURITIES


 


UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


EXCEPT AS OTHERWISE PROVIDED IN THE
INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART,
ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE
INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A
SUCCESSOR SECURITIES DEPOSITORY.


 


THE PRINCIPAL OF THIS NOTE IS
PAYABLE AS SET FORTH HEREIN. 
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


GCO EDUCATION LOAN FUNDING TRUST-I

GCO ELF STUDENT LOAN ASSET-BACKED NOTE

SENIOR [CLASS A-7L] [CLASS A-8L] [CLASS A-9L] [CLASS A-10L]
[CLASS A-11L]

LIBOR FLOATING RATE


 


	
  REGISTERED NO.
  R-       

  	
   

  	
  REGISTERED $       

  



 


	
  Maturity
  Date

  	
   

  	
  Interest Rate

  	
   

  	
  Original Issue Date

  	
   

  	
  CUSIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                 ,     

  	
   

  	
  LIBOR
  plus       %

  	
   

  	
  January    ,
  2006

  	
   

  	
  36156H       

  



 


	
  PRINCIPAL SUM:
  **                     

  	
   

  	
  AND 00/100
  DOLLARS**

  
	
   

  	
   

  	
   

  
	
  NOTEHOLDER:
  **CEDE & CO.**

  	
   

  	
   

  



 


GCO EDUCATION LOAN
FUNDING TRUST-I, a Delaware statutory trust organized under the laws of the
State of Delaware (the “Issuer,” which term includes any successor entity


 





















 


under the
Indenture of Trust, dated as of March 1, 2003 (as amended, the “Indenture”),
among the Issuer, Zions First National Bank, as Indenture Trustee (the “Indenture
Trustee,” which term includes any successor indenture trustee under the
Indenture) and Zions First National Bank, as Eligible Lender Trustee, the Series 2003-1
Supplemental Indenture of Trust, dated as of March 1, 2003, between the
Issuer and Indenture Trustee, the Series 2003-2 Supplemental Indenture of
Trust, dated as of September 1, 2003, between the Issuer and Indenture
Trustee, the Third Supplemental Indenture, dated as of December 1, 2004,
between the Issuer and the Indenture Trustee, the Series 2005-1
Supplemental Indenture of Trust, dated as of March 1, 2005, between the
Issuer and the Indenture Trustee, the Series 2005-2 Supplemental Indenture
of Trust, dated as of November 1, 2005, between the Issuer and the
Indenture Trustee), and the Series 2006-1 Supplemental Indenture, dated as
of January 1, 2006 (the “Series 2006-1 Supplemental Indenture”)
between the Issuer and the Indenture Trustee, for value received, hereby
promises to pay to the Noteholder (stated above) or registered assigns, the
Principal Sum of (stated above), but solely from the revenues and receipts
hereinafter specified and not otherwise, on the Maturity Date specified above
(subject to the right of prior redemption hereinafter described), upon
presentation and surrender of this note at the Corporate Trust Office of the Indenture
Trustee, as paying agent, Indenture Trustee, authenticating agent and registrar
for the Notes, or a duly appointed successor paying agent, and to pay interest
in arrears on said Principal Sum, but solely from the revenues and receipts
hereinafter specified and not otherwise, to the Noteholder hereof from the most
recent Payment Date to which interest has been paid hereon, until the payment
of said principal sum in full.


 


Any capitalized words and
terms used as defined words and terms in this note and not otherwise defined
herein shall have the meanings given them in the Indenture.


 


This note shall bear
interest at a LIBOR rate, as determined in the Series 2006-1 Supplemental
Indenture, plus the margin specified above.


 


The principal of and
interest on this note are payable in lawful money of the United States of
America.  If the specified date for any
payment of principal or interest accrued to such specified date shall be a day
other than a Business Day then such payment may be made on the next succeeding
Business Day, with the same force and effect as if made on the specified date
for such payment without additional interest.


 


Interest payable on this
note shall be computed on the assumption that each year contains 360 days
and actual days elapsed and rounding the resultant figure to the fifth decimal
place.


 


This note is one of a
series of notes of the Issuer designated GCO ELF Student Loan Asset-Backed
Notes, Series 2006-1, [Senior Class A-7L LIBOR Floating Rate,]
[Senior Class A-8L LIBOR Floating Rate] [Senior Class A-9L LIBOR
Floating Rate,] [Senior Class A-10L LIBOR Floating Rate,] [Senior Class A-11L
LIBOR Floating Rate,] dated the Closing Date, in the aggregate original
principal amount of $              
(the “Class A-[7L][8L][9L][10L][11L] Notes”) which have been authorized by
the Issuer, and issued by the Issuer pursuant to the Indenture.  The Issuer is, simultaneously with the Class A-[7L][8L][9L][10L][11L],
issuing $              
of its GCO ELF Student Loan Asset-Backed Notes, Series 2006-1 in four
other senior classes (together with the Class A-[7L][8L][9L][10L][11L]
Notes, the “Series 2006-1 Notes”). 
The proceeds of such notes


 


A-2





















 


have been used by
the Issuer, together with other moneys of the Issuer, for the purpose of
providing funds to finance the acquisition of student loans, fund a reserve
fund and to pay certain costs and expenses in connection with the issuance of
such notes.  The Indenture provides for
the issuance of additional notes (the “Additional Notes”) which may be secured
on a parity with or subordinate to the Series 2006-1 Notes as determined
by the Issuer.  The Issuer has previously
issued $206,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A
and $14,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Subordinate Class B
(collectively, the “Series 2003-1 Notes”), $192,000,000 of its GCO ELF
Student Loan Asset-Backed Notes, Senior Class A and $8,000,000 of its GCO
ELF Student Loan Asset-Backed Notes, Subordinate Class B (collectively,
the “Series 2003-2 Notes”), $475,000,000 of its GCO ELF Student Loan Asset-Backed
Notes, Senior Class A and $25,000,000 of its GCO ELF Student Loan Asset-Backed
Notes, Subordinate Class B (collectively, the “Series 2005-1 Notes”)
and $598,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Senior Class A
and $32,000,000 of its GCO ELF Student Loan Asset-Backed Notes, Subordinate Class B
(collectively, the “Series 2005-2 Notes”). 
The Series 2003-1 Notes, the Series 2003-2 Notes, the Series 2005-1
Notes, the Series 2005-2 Notes, the Series 2006-1 Notes and any
Additional Notes are collectively referred to herein as the “Notes.”


 


Principal Reduction Payments.  This note shall receive reductions of
principal pursuant to Principal Reduction Payments to be made on Quarterly
Distribution Dates from amounts on deposit in the Redemption Account of the
Acquisition Fund for such purpose in an amount up to, but not greater than, the
amount needed to reduce the outstanding balance of the Class A-[7L][8L][9L][10L][11L]
to its Targeted Balance set forth in Appendix A to the Series 2006-1
Supplemental Indenture for such Quarterly Distribution Date as provided in the Series 2006-1
Supplemental Indenture.


 


In addition, if no Senior
Notes (other than Senior Notes subject to Principal Reduction Payments) remain
outstanding, this note is subject to additional reductions of principal
pursuant to Principal Reduction Payments to be made on Quarterly Distribution
Dates from any amounts remaining on deposit in the Redemption Account of the
Acquisition Fund as provided in the Series 2006-1 Supplemental Indenture.


 


Notice
of Principal Reduction. 
The Indenture Trustee shall cause notice of the payment of Principal
Reduction Payments on this note to be given to the Noteholder hereof not less
than two Business Days prior to each Principal Reduction Payment Date.


 


Optional Redemption or Purchase.  The Issuer may redeem or purchase or cause to
be purchased all of the Notes on any Payment Date on which the aggregate
current principal balance of all the Notes shall be less than or equal to 10%
of the initial aggregate principal balance of all the Notes issued under the
Indenture on the respective Closing Date, at a redemption or purchase price
equal to the aggregate current principal balance of all the Notes, plus accrued
interest on the Notes through the day preceding the Payment Date on which the
redemption or purchase occurs.


 


Notice of Redemption or Purchase.  Notice of the call for redemption shall be
given by the Indenture Trustee by mailing a copy of the notice at least 15 days
prior to the redemption or


 


A-3





















 


purchase date to
the Noteholders to be redeemed in whole or in part at the address of such Noteholder
last showing on the registration books. 
Failure to give such notice or any defect therein shall not affect the
validity of any proceedings for the redemption or purchase of such Notes for
which no such failure or defect occurs. 
All Notes called for redemption or purchase will cease to bear interest
after the specified redemption or purchase date, provided funds for their
payment are on deposit at the place of payment at the time.


 


The Indenture provides
that the Issuer may enter into a derivative product between the Issuer and a
derivative provider (a “Reciprocal Payor”), as originally executed and as
amended or supplemented, or other interest rate hedge agreement between the
Issuer and a Reciprocal Payor, as originally executed and as amended or supplemented.  Payments due to a Reciprocal Payor from the
Issuer pursuant to the applicable Derivative Product are referred to herein as “Issuer
Derivative Payments,” and may be secured on a parity with any series of Notes.


 


The principal of and
interest on the Senior Notes and any Additional Notes issued on a parity with
the Senior Notes and any Issuer Derivative Payments secured on a parity with
the Senior Notes are payable on a superior basis to such payments on the
Subordinate Notes and any Additional Notes issued on a parity or subordinate to
the Subordinate Notes; provided, however, that current principal and interest
may be paid on the Subordinate Notes and any Additional Notes issued on a
parity with the Subordinate Notes or subordinate to the Subordinate Notes if
all principal and interest payments due and owing at such time on the Senior
Notes and any Additional Notes issued on a parity with the Senior Notes and any
Issuer Derivative Payments secured on a parity with the Senior Notes have been
previously made or provided for as provided in the Indenture.


 


Reference is hereby made
to the Indenture, copies of which are on file in the Corporate Trust Office of
the Indenture Trustee, and to all of the provisions of which any Noteholder of
this note by his acceptance hereof hereby assents, for definitions of terms;
the description of and the nature and extent of the security for the Notes; the
Issuer’s student loan acquisition program; the revenues and other money pledged
to the payment of the principal of and interest on the Notes; the nature and
extent and manner of enforcement of the pledge; the conditions upon which the
Indenture may be amended or supplemented with or without the consent of the
Noteholders and any Reciprocal Payor; the rights and remedies of the Noteholder
hereof with respect hereto and thereto, including the limitations upon the
right of a Noteholder hereof to institute any suit, action, or proceeding in
equity or at law with respect hereto and thereto; the rights, duties, and
obligations of the Issuer and the Indenture Trustee thereunder; the terms and
provisions upon which the liens, pledges, charges, trusts, and covenants made
therein may be discharged at or prior to the stated maturity or earlier
redemption of this note, and this note thereafter shall no longer be secured by
the Indenture or be deemed to be Outstanding, as defined in the Indenture,
thereunder; and for the other terms and provisions thereof.


 


THE NOTES ARE LIMITED
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE
TRUST ESTATE, AS DEFINED IN THE INDENTURE.


 


No recourse, either
directly or indirectly, shall be had for the payment of the principal of and
interest on this note or any claim based hereon or in respect hereof or of the
Indenture,


 


A-4





















 


against the
Indenture Trustee, the Delaware Trustee, or any incorporator, director,
officer, employee, or agent of the Issuer, nor against the State of Delaware,
or any official thereof, but the obligation to pay all amounts required by the
Indenture securing this note and the obligation to do and perform the covenants
and acts required of the Issuer therein and herein shall be and remain the
responsibility and obligation of said Issuer, limited as herein set forth.


 


Subject to the
restrictions specified in the Indenture, this note is transferable on the Note
Register kept for that purpose by the Indenture Trustee, as registrar, upon
surrender of this note for transfer at the Corporate Trust Office of the Indenture
Trustee, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Indenture Trustee duly executed by, the Noteholder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes of the same series, Stated Maturity, of authorized denominations,
bearing interest at the same rate, and for the same aggregate principal amount
will be issued to the designated transferee or transferees. At the option of
the Noteholder, any Note may be exchanged for other Notes in authorized
denominations upon surrender of the Note to be exchanged at the Corporate Trust
Office of the Indenture Trustee. Upon any such presentation for exchange, one
or more new Notes of the same series, Stated Maturity, in authorized
denominations, bearing interest at the same rate, and for the same aggregate
principal amount as the Note or Notes so surrendered will be issued to the
Noteholder of the Note or Notes so surrendered; and the Note or Notes so
surrendered shall thereupon be cancelled by the Indenture Trustee.  Except as otherwise permitted in the
Indenture, this global note may be transferred in whole but not in part only to
the Securities Depository or a nominee thereof, as defined in the Indenture, or
to a successor Securities Depository or its nominee.


 


The Issuer, the Indenture
Trustee, and any agent of either of them shall treat the Person in whose name
this note is registered as the Noteholder hereof (a) on the record date
for purposes of receiving timely payment of interest hereon; (b) on the
date of surrender of this note for purposes of receiving payment of principal
hereof at its stated maturity; and (c) for all other purposes, whether or
not this note is overdue, and neither the Issuer, the Indenture Trustee, nor
any such agent shall be affected by notice to the contrary.


 


To the extent permitted
by the Indenture, modifications or alterations of the Indenture and any
supplemental indenture may be made with the consent of less than all of the
holders of the Notes then Outstanding or without the consent of any of such
Noteholders (by reason of a change in the Act or Regulation or to cure
ambiguities or conflicts), but such modification or alteration is not permitted
to affect the maturity date, Stated Maturity, amount, Payment Date, or rate of
interest on any Outstanding Notes or affect the rights of the Noteholders of
less than all of the Notes Outstanding.


 


Any capitalized term used
herein and not otherwise defined herein shall have the same meaning ascribed to
such term in the herein defined Indenture unless the context shall clearly
indicate otherwise.


 


It is hereby certified
and recited that all acts and things required by the laws of the State of
Delaware to happen, exist, and be performed precedent to and in the issuance of
this note, and the execution of said Indenture, have happened, exist and have
been performed as so required.


 


A-5





















 


IN WITNESS WHEREOF, the
Issuer has caused this note to be executed in its name and on its behalf by the
Delaware Trustee, all as of the Original Issue Date.


 


	
   

  	
  GCO EDUCATION LOAN FUNDING

  TRUST-I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity but solely as

  Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 


A-6





















 


CERTIFICATE OF AUTHENTICATION


 


This note is one of the Class A-[7L][8L][9L][10L][11L]
Notes designated therein and described in the within-mentioned Indenture.


 


	
   

  	
  ZIONS FIRST NATIONAL BANK, as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , Authorized

  
	
   

  	
   

  	
  Signatory

  	
   

  
	
  Authentication Date:

  
	
   

  
	
   

  	
   

  
						



 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns, and transfers unto           
(Social Security or other identifying number            )
the within note and all rights thereunder and hereby irrevocably appoints                
attorney to transfer the within note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
  *

  



 


	
  Signature
  Guaranteed by:

  
	
   

  
	
   

  	
  *

  



 










*NOTICE: 
Signature(s) should be guaranteed by a guarantor institution
participating in the Securities Transfer Agents Medallion Program or in such
other guarantee program acceptable to the Trustee.  The Assignor’s signature to this assignment
must correspond with the name as it appears upon the face of the within note in
every particular without alteration or any change whatever.


 


A-7





















 


EXHIBIT B


 


SERIES 2006-1 CLOSING CASH FLOW PROJECTIONS


 


 


See Tab 75 in Closing Transcript